WACHOVIA MORTGAGE LOAN TRUST, LLC
Depositor
WELLS FARGO BANK, N.A. and NATIONAL CITY MORTGAGE CO.
Servicers
and
U.S. BANK NATIONAL ASSOCIATION
Trustee, Supplemental Interest Trust Trustee and Custodian
______________________________________
POOLING AND SERVICING AGREEMENT
Dated as of December 27, 2006
______________________________________
WACHOVIA MORTGAGE LOAN TRUST
ASSET-BACKED CERTIFICATES, SERIES 2006-ALT1
TABLE OF CONTENTS
Page
PRELIMINARY STATEMENT 1
ARTICLE I
DEFINITIONS....................................................................................7
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
WARRANTIES..................................59
SECTION 2.01.
Conveyance of Mortgage
Loans................................................59
SECTION 2.02.
Acceptance by the Custodian of the Mortgage
Loans...........................62
SECTION 2.03.
Representations, Warranties and Covenants of the
Depositor..................63
SECTION 2.04.
Representations and Warranties of the Servicers and the
Trustee.....................................................................68
SECTION 2.05.
Substitutions and Repurchases of Mortgage Loans which are
not "Qualified
Mortgages"...................................................71
SECTION 2.06.
Authentication and Delivery of
Certificates.................................71
SECTION 2.07.
REMIC
Elections.............................................................72
SECTION 2.08.
[Reserved]..................................................................73
SECTION 2.09.
Covenants of the
Servicers..................................................73
SECTION 2.10.
[Reserved]..................................................................73
SECTION 2.11.
Permitted Activities of the
Trust...........................................73
SECTION 2.12
Agreement Regarding Ability to
Disclose.....................................74
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS................................................74
SECTION 3.01.
Servicer to Service Mortgage
Loans..........................................74
SECTION 3.02.
Servicing, Subservicing and Subcontracting; Enforcement of
the Obligations of
Servicer.................................................76
SECTION 3.03.
Rights of the Depositor, the Custodian and the Trustee in
Respect of the
Servicers....................................................77
SECTION 3.04.
Trustee to Act as
Servicer..................................................77
SECTION 3.05.
Collection of Mortgage Loan Payments; Servicer Collection
Account; Certificate
Account................................................78
SECTION 3.06.
Collection of Taxes, Assessments and Similar Items; Escrow
Accounts....................................................................82
SECTION 3.07.
Access to Certain Documentation and Information Regarding
the Mortgage
Loans..........................................................83
SECTION 3.08.
Permitted Withdrawals from the Servicer Collection Accounts
and Certificate
Account.....................................................83
SECTION 3.09.
Credit
Reporting............................................................85
SECTION 3.10.
Maintenance of Hazard
Insurance.............................................85
SECTION 3.11.
Enforcement of Due-On-Sale Clauses; Assumption
Agreements...................86
ii
SECTION 3.12.
Realization Upon Defaulted Mortgage Loans; Determination of
Excess
Proceeds.............................................................88
SECTION 3.13.
Custodian to Cooperate; Release of Mortgage
Files...........................90
SECTION 3.14.
Documents, Records and Funds in Possession of Servicer to be
Held for the
Trustee........................................................91
SECTION 3.15.
Servicing
Compensation......................................................92
SECTION 3.16.
Access to Certain
Documentation.............................................92
SECTION 3.17.
Special Servicing
Agreements................................................93
SECTION 3.18.
[Reserved]..................................................................93
SECTION 3.19.
[Reserved]..................................................................93
SECTION 3.20.
[Reserved]..................................................................93
SECTION 3.21.
[Reserved]..................................................................93
SECTION 3.22.
[Reserved]..................................................................93
SECTION 3.23.
Prepayment Charge Reporting
Requirements....................................93
SECTION 3.24.
Statements to the
Trustee...................................................93
SECTION 3.25.
Indemnification.............................................................93
SECTION 3.26.
Nonsolicitation.............................................................94
ARTICLE IV
DISTRIBUTIONS.................................................................................95
SECTION 4.01.
Advances....................................................................95
SECTION 4.02.
Reduction of Servicing Compensation in Connection with
Prepayment Interest
Shortfalls..............................................96
SECTION 4.03.
Distributions on the REMIC
Interests........................................96
SECTION 4.04.
Distributions...............................................................96
SECTION 4.05.
Monthly Statements to
Certificateholders...................................102
SECTION 4.06.
Class P Reserve
Account....................................................106
ARTICLE V
THE
CERTIFICATES.............................................................................106
SECTION 5.01.
The
Certificates...........................................................106
SECTION 5.02.
Certificate Register; Registration of Transfer and Exchange
of
Certificates............................................................107
SECTION 5.03.
Mutilated, Destroyed, Lost or Stolen
Certificates..........................111
SECTION 5.04.
Persons Deemed
Owners......................................................111
SECTION 5.05.
Access to List of Certificateholders' Names and
Addresses..................111
SECTION 5.06.
Book-Entry
Certificates....................................................111
iii
SECTION 5.07.
Notices to
Depository......................................................112
SECTION 5.08.
Definitive
Certificates....................................................112
SECTION 5.09.
Maintenance of Office or
Agency............................................113
ARTICLE VI
THE DEPOSITOR, THE SERVICERS AND THE
CUSTODIAN...............................................113
SECTION 6.01.
Respective Liabilities of the Depositor, the Servicers and
the
Custodian..............................................................113
SECTION 6.02.
Merger or Consolidation of the Depositor, the Servicers or
the
Custodian..............................................................113
SECTION 6.03.
Limitation on Liability of the Depositor, the Servicers, the
Custodian and
Others.......................................................114
SECTION 6.04.
Limitation on Resignation of a
Servicer....................................114
SECTION 6.05.
Errors and Omissions Insurance; Fidelity
Bonds.............................115
ARTICLE VII
DEFAULT; TERMINATION OF
SERVICER.............................................................115
SECTION 7.01.
Events of
Default..........................................................115
SECTION 7.02.
Trustee to Act; Appointment of
Successor...................................116
SECTION 7.03.
Notification to
Certificateholders.........................................118
ARTICLE VIII
CONCERNING THE
TRUSTEE.......................................................................118
SECTION 8.01.
Duties of the
Trustee......................................................118
SECTION 8.02.
Certain Matters Affecting the
Trustee......................................119
SECTION 8.03.
Trustee Not Liable for Certificates or Mortgage
Loans......................121
SECTION 8.04.
Trustee May Own
Certificates...............................................122
SECTION 8.05.
Trustee's Fees and
Expenses................................................122
SECTION 8.06.
Indemnification and Expenses of
Trustee....................................122
SECTION 8.07.
Eligibility Requirements for
Trustee.......................................123
SECTION 8.08.
Resignation and Removal of
Trustee.........................................123
SECTION 8.09.
Successor
Trustee..........................................................124
SECTION 8.10.
Merger or Consolidation of
Trustee.........................................124
SECTION 8.11.
Appointment of Co-Trustee or Separate
Trustee..............................124
SECTION 8.12.
Tax
Matters................................................................125
SECTION 8.13
X-AMB Swap
Agreement.......................................................128
ARTICLE IX
TERMINATION..................................................................................128
SECTION 9.01.
Termination upon Liquidation or Repurchase of all Mortgage
Loans......................................................................128
SECTION 9.02.
Final Distribution on the
Certificates.....................................129
iv
SECTION 9.03.
Additional Termination
Requirements........................................130
ARTICLE X
MISCELLANEOUS
PROVISIONS.....................................................................131
SECTION 10.01.
Amendment..................................................................131
SECTION 10.02.
Counterparts...............................................................132
SECTION 10.03.
Governing
Law..............................................................133
SECTION 10.04.
Intention of
Parties.......................................................133
SECTION 10.05.
Notices....................................................................133
SECTION 10.06.
Severability of
Provisions.................................................134
SECTION 10.07.
Assignment.................................................................134
SECTION 10.08.
Limitation on Rights of
Certificateholders.................................135
SECTION 10.09.
Inspection and Audit
Rights................................................135
SECTION 10.10.
Certificates Nonassessable and Fully
Paid..................................135
SECTION 10.11
Third Party
Beneficiary....................................................136
ARTICLE XI
1934 ACT
REPORTING...........................................................................136
SECTION 11.01.
Commission
Reporting.......................................................136
SECTION 11.02.
Form 10-D
Reporting........................................................137
SECTION 11.03.
Form 10-K
Reporting........................................................137
SECTION 11.04.
Form 8-K
Reporting.........................................................139
SECTION 11.05.
Delisting; Amendment; Late Filing of
Reports...............................140
SECTION 11.06.
Annual Statements of
Compliance............................................140
SECTION 11.07.
Annual Assessments of
Compliance...........................................141
SECTION 11.08.
Accountant's
Attestation...................................................142
SECTION 11.09.
Sarbanes-Oxley
Certification...............................................142
SECTION 11.10.
Indemnification............................................................143
v
EXHIBIT A..................FORMS OF CERTIFICATES
EXHIBIT B..................MORTGAGE LOAN SCHEDULE
EXHIBIT C..................[RESERVED]
EXHIBIT D..................FORM OF CUSTODIAN CERTIFICATION
EXHIBIT E-1................FORM OF TRANSFEREE'S LETTER AND
AFFIDAVIT
EXHIBIT E-2................FORM OF TRANSFEROR'S AFFIDAVIT
EXHIBIT F..................FORM OF TRANSFEROR CERTIFICATE
EXHIBIT G..................FORM OF INVESTMENT LETTER (ACCREDITED
INVESTOR)
EXHIBIT H..................FORM OF RULE 144A LETTER (QUALIFIED
INSTITUTIONAL BUYER)
EXHIBIT I..................FORM OF REQUEST FOR RELEASE
EXHIBIT J..................FORM OF REGULATION S LETTER
EXHIBIT K..................[RESERVED]
EXHIBIT L..................[RESERVED]
EXHIBIT M..................FORM OF SWAP AGREEMENT
EXHIBIT N..................FORM OF 10-K CERTIFICATION
EXHIBIT O..................RELEVANT SERVICING CRITERIA
EXHIBIT P..................ADDITIONAL FORM 10-D DISCLOSURE
EXHIBIT Q..................FORM OF MONTHLY STATEMENT
EXHIBIT R..................ADDITIONAL DISCLOSURE NOTIFICATION
EXHIBIT S..................ADDITIONAL FORM 10-K DISCLOSURE
EXHIBIT T..................ADDITIONAL FORM 8-K DISCLOSURE
EXHIBIT U..................X-AMB SWAP AGREEMENT
vi
POOLING AND SERVICING AGREEMENT (the "Agreement"), dated as of
December 27, 2006, among
WACHOVIA MORTGAGE LOAN TRUST, LLC, a Delaware limited liability
company, as depositor (the "Depositor"),
U.S. BANK NATIONAL ASSOCIATION, a national banking association, as
trustee (the "Trustee"), supplemental
interest trust trustee (the "Supplemental Interest Trust Trustee")
and custodian (the "Custodian"),
WELLS FARGO BANK, N.A., a national banking association, as a
servicer, and National City Mortgage Co.,
an Ohio corporation, as a servicer (together with Wells Fargo Bank,
N.A., each a "Servicer" or,
collectively, the "Servicers").
PRELIMINARY STATEMENT:
The Depositor intends to sell asset-backed certificates
(collectively,
the "Certificates"),
to
be issued
hereunder
in twelve
Classes,
which in the
aggregate
will
evidence
the entire
beneficial
ownership interest in the Mortgage Loans (as defined herein) and
certain other related assets.
REMIC I
As provided herein,
the REMIC
Administrator
will make an election to treat the segregated pool
of
assets
consisting
of
the
Mortgage
Loans
and
certain
other
related
assets
(exclusive
of the
Supplemental
Interest Trust,
the Swap Agreement and the X-AMB Swap Agreement)
subject to this Agreement
as a real estate
mortgage
investment
conduit (a
"REMIC")
for federal
income tax
purposes,
and such
segregated
pool of assets will be
designated
as "REMIC I." The Class R-I
Certificates
will
represent
the sole Class of
"residual
interests"
in REMIC I for
purposes
of the REMIC
Provisions
(as
defined
herein)
under
federal
income tax law.
The
following
table
irrevocably
sets forth the
designation,
remittance
rate (the
"Uncertificated
REMIC I Pass Through Rate") and initial
Uncertificated
Principal
Balance for each of the
"regular
interests"
in REMIC I (the "REMIC I Regular
Interests").
The "latest
possible maturity date" (determined solely for purposes of
satisfying
Treasury
regulation Section 1.860G
1(a)(4)(iii))
for each REMIC I Regular
Interest shall be the Maturity Date.
None of the REMIC I Regular
Interests will be certificated.
Uncertificated REMIC I
Initial Uncertificated REMIC I
Designation
Pass-Through Rate
Principal Balance
I-1-A
Variable(1)
$ 5,635,821.00
I-2-A
Variable(1)
$ 2,849,360.50
I-3-A
Variable(1)
$ 5,071,655.00
I-4-A
Variable(1)
$ 4,803,769.00
I-5-A
Variable(1)
$ 7,045,355.50
I-6-A
Variable(1)
$ 6,796,080.00
I-7-A
Variable(1)
$ 6,555,619.00
I-8-A
Variable(1)
$ 6,323,661.00
I-9-A
Variable(1)
$ 6,099,906.00
I-10-A
Variable(1)
$ 5,884,063.50
I-11-A
Variable(1)
$ 5,675,854.00
I-12-A
Variable(1)
$ 5,475,007.50
I-13-A
Variable(1)
$ 5,281,264.50
I-14-A
Variable(1)
$ 5,094,373.50
I-15-A
Variable(1)
$ 4,914,091.00
I-16-A
Variable(1)
$ 4,740,186.00
I-17-A
Variable(1)
$ 4,572,430.50
I-18-A
Variable(1)
$ 4,410,609.00
I-19-A
Variable(1)
$ 4,254,510.50
I-20-A
Variable(1)
$ 10,345,827.00
I-21-A
Variable(1)
$ 3,733,714.00
I-22-A
Variable(1)
$ 3,601,588.50
I-23-A
Variable(1)
$ 3,474,136.00
I-24-A
Variable(1)
$ 3,351,191.00
I-25-A
Variable(1)
$ 3,232,594.50
I-26-A
Variable(1)
$ 3,118,192.00
I-27-A
Variable(1)
$ 3,007,836.50
I-28-A
Variable(1)
$ 2,901,383.50
I-29-A
Variable(1)
$ 2,798,696.50
I-30-A
Variable(1)
$ 2,699,641.50
I-31-A
Variable(1)
$ 4,388,260.00
I-32-A
Variable(1)
$ 2,447,089.50
I-33-A
Variable(1)
$ 2,360,482.50
I-34-A
Variable(1)
$ 2,276,940.00
I-35-A
Variable(1)
$ 2,196,352.00
I-36-A
Variable(1)
$ 2,118,614.50
I-37-A
Variable(1)
$ 1,726,657.00
I-38-A
Variable(1)
$ 1,971,287.50
I-39-A
Variable(1)
$ 1,901,510.50
I-40-A
Variable(1)
$ 1,834,203.00
I-41-A
Variable(1)
$ 1,769,276.00
I-42-A
Variable(1)
$ 1,706,645.50
I-43-A
Variable(1)
$ 1,646,231.00
I-44-A
Variable(1)
$ 1,587,954.00
I-45-A
Variable(1)
$ 1,531,738.00
I-46-A
Variable(1)
$ 1,477,511.50
I-47-A
Variable(1)
$ 1,425,203.50
I-48-A
Variable(1)
$ 1,374,745.50
I-49-A
Variable(1)
$ 1,326,073.50
I-50-A
Variable(1)
$ 1,279,118.50
I-51-A
Variable(1)
$ 1,233,847.00
I-52-A
Variable(1)
$ 1,190,202.00
I-53-A
Variable(1)
$ 1,148,057.50
I-54-A
Variable(1)
$ 1,107,405.00
I-55-A
Variable(1)
$ 1,068,190.00
I-56-A
Variable(1)
$ 16,552,371.50
I-57-A
Variable(1)
$ 422,574.50
I-58-A
Variable(1)
$ 407,641.50
I-59-A
Variable(1)
$ 393,194.00
I-60-A
Variable(1)
$ 379,258.00
I-61-A
Variable(1)
$ 365,815.50
I-62-A
Variable(1)
$ 352,849.00
I-63-A
Variable(1)
$ 340,342.00
I-64-A
Variable(1)
$ 328,277.50
I-65-A
Variable(1)
$ 316,641.00
I-66-A
Variable(1)
$ 305,416.50
I-67-A
Variable(1)
$ 294,589.50
I-68-A
Variable(1)
$ 284,146.00
I-69-A
Variable(1)
$ 274,073.00
I-70-A
Variable(1)
$ 264,356.00
I-71-A
Variable(1)
$ 254,984.00
2
I-72-A
Variable(1)
$ 245,943.50
I-73-A
Variable(1)
$ 237,224.00
I-74-A
Variable(1)
$ 228,812.50
I-75-A
Variable(1)
$ 220,700.00
I-76-A
Variable(1)
$ 212,865.50
I-77-A
Variable(1)
$ 205,318.00
I-78-A
Variable(1)
$ 198,037.50
I-79-A
Variable(1)
$ 191,015.50
I-80-A
Variable(1)
$ 4,736,041.00
I-1-B
Variable(1)
$ 5,635,821.00
I-2-B
Variable(1)
$ 2,849,360.50
I-3-B
Variable(1)
$ 5,071,655.00
I-4-B
Variable(1)
$ 4,803,769.00
I-5-B
Variable(1)
$ 7,045,355.50
I-6-B
Variable(1)
$ 6,796,080.00
I-7-B
Variable(1)
$ 6,555,619.00
I-8-B
Variable(1)
$ 6,323,661.00
I-9-B
Variable(1)
$ 6,099,906.00
I-10-B
Variable(1)
$ 5,884,063.50
I-11-B
Variable(1)
$ 5,675,854.00
I-12-B
Variable(1)
$ 5,475,007.50
I-13-B
Variable(1)
$ 5,281,264.50
I-14-B
Variable(1)
$ 5,094,373.50
I-15-B
Variable(1)
$ 4,914,091.00
I-16-B
Variable(1)
$ 4,740,186.00
I-17-B
Variable(1)
$ 4,572,430.50
I-18-B
Variable(1)
$ 4,410,609.00
I-19-B
Variable(1)
$ 4,254,510.50
I-20-B
Variable(1)
$ 10,345,827.00
I-21-B
Variable(1)
$ 3,733,714.00
I-22-B
Variable(1)
$ 3,601,588.50
I-23-B
Variable(1)
$ 3,474,136.00
I-24-B
Variable(1)
$ 3,351,191.00
I-25-B
Variable(1)
$ 3,232,594.50
I-26-B
Variable(1)
$ 3,118,192.00
I-27-B
Variable(1)
$ 3,007,836.50
I-28-B
Variable(1)
$ 2,901,383.50
I-29-B
Variable(1)
$ 2,798,696.50
I-30-B
Variable(1)
$ 2,699,641.50
I-31-B
Variable(1)
$ 4,388,260.00
I-32-B
Variable(1)
$ 2,447,089.50
I-33-B
Variable(1)
$ 2,360,482.50
I-34-B
Variable(1)
$ 2,276,940.00
I-35-B
Variable(1)
$ 2,196,352.00
I-36-B
Variable(1)
$ 2,118,614.50
I-37-B
Variable(1)
$ 1,726,657.00
I-38-B
Variable(1)
$ 1,971,287.50
I-39-B
Variable(1)
$ 1,901,510.50
I-40-B
Variable(1)
$ 1,834,203.00
I-41-B
Variable(1)
$ 1,769,276.00
I-42-B
Variable(1)
$ 1,706,645.50
3
I-43-B
Variable(1)
$ 1,646,231.00
I-44-B
Variable(1)
$ 1,587,954.00
I-45-B
Variable(1)
$ 1,531,738.00
I-46-B
Variable(1)
$ 1,477,511.50
I-47-B
Variable(1)
$ 1,425,203.50
I-48-B
Variable(1)
$ 1,374,745.50
I-49-B
Variable(1)
$ 1,326,073.50
I-50-B
Variable(1)
$ 1,279,118.50
I-51-B
Variable(1)
$ 1,233,847.00
I-52-B
Variable(1)
$ 1,190,202.00
I-53-B
Variable(1)
$ 1,148,057.50
I-54-B
Variable(1)
$ 1,107,405.00
I-55-B
Variable(1)
$ 1,068,190.00
I-56-B
Variable(1)
$ 16,552,371.50
I-57-B
Variable(1)
$ 422,574.50
I-58-B
Variable(1)
$ 407,641.50
I-59-B
Variable(1)
$ 393,194.00
I-60-B
Variable(1)
$ 379,258.00
I-61-B
Variable(1)
$ 365,815.50
I-62-B
Variable(1)
$ 352,849.00
I-63-B
Variable(1)
$ 340,342.00
I-64-B
Variable(1)
$ 328,277.50
I-65-B
Variable(1)
$ 316,641.00
I-66-B
Variable(1)
$ 305,416.50
I-67-B
Variable(1)
$ 294,589.50
I-68-B
Variable(1)
$ 284,146.00
I-69-B
Variable(1)
$ 274,073.00
I-70-B
Variable(1)
$ 264,356.00
I-71-B
Variable(1)
$ 254,984.00
I-72-B
Variable(1)
$ 245,943.50
I-73-B
Variable(1)
$ 237,224.00
I-74-B
Variable(1)
$ 228,812.50
I-75-B
Variable(1)
$ 220,700.00
I-76-B
Variable(1)
$ 212,865.50
I-77-B
Variable(1)
$ 205,318.00
I-78-B
Variable(1)
$ 198,037.50
I-79-B
Variable(1)
$ 191,015.50
I-80-B
Variable(1)
$ 4,736,041.00
A-I
Variable(1)
$ 27,992,870.24
_______________
(1)
Calculated as provided in the definition of Uncertificated REMIC I
Pass-Through Rate.
4
REMIC II
As provided herein,
the REMIC
Administrator
will make an election to treat the segregated pool
of assets
consisting of the REMIC I Regular
Interests as a REMIC for federal
income tax
purposes,
and
such
segregated
pool of assets
will be
designated
as "REMIC
II." The Class
R-II
Certificates
will
represent
the sole Class of "residual
interests"
in REMIC II for purposes of the REMIC
Provisions
(as
defined
herein)
under
federal
income
tax
law.
The
following
table
irrevocably
sets
forth
the
designation,
remittance
rate
(the
"Uncertificated
REMIC
II
Pass-Through
Rate")
and
initial
Uncertificated
Principal
Balance for each of the "regular
interests" in REMIC II (the "REMIC II Regular
Interests").
The "latest possible maturity date" (determined
solely for purposes of satisfying
Treasury
regulation
Section 1.860G
1(a)(4)(iii))
for each REMIC II Regular
Interest shall be the Maturity Date.
None of the REMIC II Regular Interests will be certificated.
Uncertificated REMIC II
Initial Uncertificated REMIC II
Designation
Pass-Through Rate
Principal Balance
_____________________________________________________________________________________
LT1
Variable(1)
$ 459,627,790.73
LT2
Variable(1)
$ 17,860.87
LT3
Variable(1)
$ 28,109.32
LT4
Variable(1)
$ 28,109.32
LT-IO
Variable(1)
(2)
_______________
(1)
Calculated as provided in the definition of Uncertificated REMIC II
Pass-Through Rate.
(2)
REMIC II Regular
Interest LT-IO will not have an
Uncertificated
Principal
Balance but will accrue
interest on its
uncertificated
notional
amount
calculated
in accordance
with the
definition of
"Uncertificated Notional Amount" herein.
5
REMIC III
As provided
herein,
the REMIC
Administrator
will elect to treat the segregated pool of assets
consisting
of the REMIC II
Regular
Interests
as a REMIC for
federal
income
tax
purposes,
and such
segregated
pool of assets will be designated as REMIC III. The Class R-III
Certificates
will
represent
the sole Class of "residual
interests"
in REMIC III for purposes of the REMIC
Provisions
under federal
income
tax law.
The
following
table
irrevocably
sets
forth
the
designation,
Pass
Through
Rate,
aggregate Initial Certificate Principal Balance,
certain features,
month of Final Scheduled Distribution
Date and initial ratings for each Class of
Certificates
comprising the interests
representing
"regular
interests"
in REMIC
III and
REMIC
III
Regular
Interest
IO.
The
"latest
possible
maturity
date"
(determined solely for purposes of satisfying
Treasury
Regulation Section 1.860G
1(a)(4)(iii)) for each
REMIC III Regular Interest shall be the Maturity Date.
Month of
Aggregate
Final
Initial
Scheduled
Pass-Through
Certificate
Distribution
Designation
Type
Rate
Principal Balance
Features
Date
Initial Ratings
S&P
Moody's
Class A-1
Regular(1)
Adjustable(2)(3)
$236,585,000.00 Senior/Adjustable Rate
February 2037
AAA
Aaa
Class A-2
Regular(1)
Adjustable(2)(3)
$87,995,000.00
Senior/Adjustable Rate
February 2037
AAA
Aaa
Class A-3
Regular(1)
Adjustable(2)(3)
$109,376,000.00 Senior/Adjustable Rate
February 2037
AAA
Aaa
Class M-1
Regular(1)
Adjustable(2)(3)
$ 7,355,000.00
Mezzanine/Adjustable
February 2037
AA+
Aa1
Rate
Class M-2
Regular(1)
Adjustable(2)(3)
$ 3,677,000.00
Mezzanine/Adjustable
February 2037
AA
Aa2
Rate
Class M-3
Regular(1)
Adjustable(2)(3)
$ 4,367,000.00
Mezzanine/Adjustable
February 2037
A+
A1
Rate
Class M-4
Regular(1)
Adjustable(2)(3)
$ 2,068,000.00
Mezzanine/Adjustable
February 2037
A+
A2
Rate
Class B-1
Regular(1)
Adjustable(2)(3)
$ 2,758,000.00
Subordinate/Adjustable
February 2037
A-
Baa1
Rate
Class B-2
Regular(1)
Adjustable(2)(3)
$ 2,528,000.00
Subordinate/Adjustable
February 2037
BBB
Baa3
Rate
Class X
Regular(4)
(4)
$ 2,992,870.24
Economic Residual
February 2037
N/R
N/R
Class P
(6)
N/A
$100
Prepayment Charges
February 2037
N/R
N/R
IO
Regular(5)
(7)
(8)
Interest Only
February 2037
N/R
N/R
___________________
___________________
(1)
This Class of Certificates
represents
ownership of a REMIC III
Regular Interest
together with (i)
certain rights to payments to be made from amounts
received
under the Swap Agreement
which will be
deemed made for federal
income tax purposes
outside of REMIC III and (ii) the obligation to pay the
Class
IO
Distribution
Amount.
Any
amount
distributed
on
this
Class
of
Certificates
on any
Distribution
Date in excess of the amount
distributable on the related
REMIC III
Regular Interest
on such
Distribution
Date shall be treated for federal income tax purposes as having
been paid from
the Supplemental
Interest Trust and any amount
distributable on such REMIC III
Regular Interest on
such
Distribution
Date in excess of the amount
distributable on such Class of Certificates on such
Distribution Date shall be treated as having been paid to the
Supplemental Interest Trust.
(2)
The REMIC III Regular Interests
ownership of which is represented by the Class A,
Class M and Class
B
Certificates,
will
accrue
interest
at a per
annum
rate
equal to
One-Month
LIBOR
plus the
applicable
Margin,
each subject to a payment cap at the Available
Funds Cap and the provisions for
the
payment
of
Available
Funds
Cap
Carryover
herein,
which
payments
will not be part of the
entitlement of the REMIC III Regular Interests related to such
Certificates.
(3)
The Class A,
Class M and Class B
Certificates
will also entitle their holders to certain
payments
from the Holder of the
Class X
Certificates
from
amounts to which the related
REMIC III
Regular
Interest is entitled and from amounts
received
under the Swap
Agreement,
which will not be a part
of their ownership of the REMIC III Regular Interests.
(4)
The Class X
Certificates
will accrue
interest as
described in the
definition
of Class X Current
Interest
The
Class X
Certificates
will
not
accrue
interest
on
their
Certificate
Principal
Balance.
The
Class X
Certificates
will
be
comprised
of
two
REMIC III
regular
interests,
a
principal only regular
interest
designated
X-PO and an interest only regular
interest
designated
X-IO, which will be entitled to
distributions
as set forth herein.
The rights of the Holder of the
Class X
Certificates
to payments from the Swap Agreement shall be outside and apart from
its rights
under the REMIC III Regular Interests X-IO and X-PO.
(5)
REMIC III
Regular
Interest
IO
will
be
held
as an
asset
of the
Supplemental
Interest
Trust
established
by the
Supplemental
Interest
Trust Trustee and will be treated for federal income tax
purposes as owned by the holder of the Class X Certificate.
(6)
The Class P
Certificates
will have an
initial
Certificate
Principal
Balance of $100 and will be
entitled to distributions of Prepayment Charges.
(7)
For federal income tax purposes,
REMIC III
Regular
Interest IO will not have a Pass-Through
Rate,
but will be entitled to 100% of the amounts distributed on REMIC II
Regular Interest LT-IO.
(8)
For federal
income tax
purposes,
REMIC III
Regular
Interest
IO will not have an
Uncertificated
Principal
Balance,
but will have a notional amount equal to the
Uncertificated
Notional Amount of
REMIC II Regular Interest LT-IO.
6
In consideration of the mutual agreements herein contained, the
Depositor, the Servicers, the
Custodian and the Trustee hereby agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise
requires, shall have the following meanings:
Accepted Servicing Practices:
The applicable Servicer's normal servicing practices, which will
conform to the mortgage servicing practices of prudent mortgage
lending institutions that service for
their own account mortgage loans of the same type as the Mortgages
Loans in the jurisdictions in which
the related Mortgaged Properties (or Underlying Mortgaged
Properties in the case of Co-op Loans) are
located.
Accountant's Attestation: The attestation required from an
accountant pursuant to Section 11.08.
Accrual Period:
With respect to each Class of Certificates and any Distribution
Date, the
period commencing on the immediately preceding Distribution Date
(or, in the case of the first
Distribution Date, the Closing Date) and ending on the day
immediately preceding such Distribution
Date.
All calculations of interest on each Class of Certificates will be
made on the basis of the
actual number of days elapsed in the related Accrual Period and a
360 day year.
Additional Disclosure Notification:
As defined in Section 11.02.
Additional Form 10-D Disclosure:
As defined in Section 11.02.
Additional Form 10-K Disclosure:
As defined in Section 11.03.
Additional Servicer:
Each Affiliate of each Servicer that Services any of the Mortgage
Loans
and each Person who is not an Affiliate of any Servicer who
Services 10% or more of the Mortgage Loans
(measured by aggregate Stated Principal Balance of the Mortgage
Loans, annually at the commencement of
the calendar year prior to the year in which an Item 1123
Certificate is required to be delivered).
For
clarification purposes, the Trustee is an Additional Servicer.
Adjustable Rate Mortgage Loan:
A Mortgage Loan identified in the Mortgage Loan Schedule as
having a Mortgage Rate which is adjustable.
Adjustment Date:
As to each Adjustable Rate Mortgage Loan, each date on which the
related
Mortgage Rate is subject to adjustment, as provided in the related
Mortgage Note.
Advance:
The aggregate of the advances required to be made by each Servicer
with respect to
any Distribution Date pursuant to Section 4.01, the amount of any
such advances being equal to the sum
of the aggregate amount of all scheduled payments of principal and
interest (net of the Servicing Fee
and the Lender Paid Mortgage Insurance Premium) on the Mortgage
Loans that were due during the
applicable Due Period and not received as of the close of business
on the related Determination Date
(other than the principal portion of any Balloon Amount), less the
aggregate amount of any such
Delinquent payments that each Servicer has determined would
constitute a Non-Recoverable Advance were an
advance to be made with respect thereto; provided, however, that
with respect to any Mortgage Loan that
7
has been converted to an REO Property, the obligation to make
advances shall be limited to payments of
interest.
Affiliate:
With respect to any specified Person, any other Person controlling,
controlled by
or under common control with such Person.
For the purposes of this definition, "control" means the
power to direct the management and policies of a Person, directly
or indirectly, whether through
ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled"
have meanings correlative to the foregoing.
Aggregate Certificate Principal Balance:
For any date of determination, the sum of the Class
A-1 Certificate Principal Balance, the Class A-2 Certificate
Principal Balance, the Class A-3
Certificate Principal Balance, the Class M-1 Certificate Principal
Balance, the Class M-2 Certificate
Principal Balance, the Class M-3 Certificate Principal Balance, the
Class M-4 Certificate Principal
Balance, the Class B-1 Certificate Principal Balance and the Class
B-2 Certificate Principal Balance, in
each case as of such date of determination.
Agreement:
This Pooling and Servicing Agreement and any and all amendments or
supplements
hereto made in accordance with the terms herein.
Applied Realized Loss Amount:
With respect to any Distribution Date, the amount, if any, by
which, the sum of (i) the Aggregate Certificate Principal Balance
and (ii) the Class X Certificate
Principal Balance after distributions of principal on such
Distribution Date exceeds the aggregate
Stated Principal Balance of the Mortgage Loans as of such
Distribution Date.
Appraised Value:
With respect to a Mortgage Loan the proceeds of which were used to
purchase
the related Mortgaged Property (or the related residential dwelling
unit in the Underlying Mortgaged
Property in the case of a Co-op Loan), the "Appraised Value" of a
Mortgaged Property (or the related
residential dwelling unit in the Underlying Mortgaged Property in
the case of a Co-op Loan) is the
lesser of (1) the appraised value based on an appraisal made for
the applicable Seller by an independent
fee appraiser at the time of the origination of the related
Mortgage Loan, and (2) the sales price of
such Mortgaged Property (or the related residential dwelling unit
in the Underlying Mortgaged Property
in the case of a Co-op Loan) at such time of origination.
With respect to a Mortgage Loan the proceeds
of which were used to refinance an existing mortgage loan, the
"Appraised Value" is the appraised value
of the Mortgaged Property (or the related residential dwelling unit
in the Underlying Mortgaged Property
in the case of a Co-op Loan) based upon the appraisal obtained at
the time of refinancing.
Assessment of Compliance:
As defined in Section 11.07.
Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer (or UCC-3 assignment
(or equivalent instrument) with respect to each Co-op Loan) or
equivalent instrument, in recordable form
(except in the case of a Co-op Loan) (except for the name of the
assignee if such Mortgage Loan is
endorsed in blank), sufficient under the laws of the jurisdiction
where the related Mortgaged Property
(or Underlying Mortgaged Property, in the case of a Co-op Loan) is
located to reflect of record the sale
and assignment of the Mortgage Loan to the Trustee, which
assignment, notice of transfer or equivalent
instrument may, if permitted by law, be in the form of one or more
blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same
county.
Available Funds Cap:
With respect to a Distribution Date, the percentage equivalent of a
fraction, the numerator of which is equal to the excess of (a)
interest due on the Mortgage Loans, over
(b) the sum of (i) the Servicing Fee, (ii) the Trustee Fee, (iii)
the Lender Paid Mortgage Insurance
Premium, (iv) Net Swap Payments owed by the Supplemental Interest
Trust to the Swap Counterparty, if
8
any, and (v) any Swap Termination Payment (other than Defaulted
Swap Termination Payments), in each case
with respect to such Distribution Date, and the denominator of
which is equal to the product of (1) the
actual number of days in the related Accrual Period divided by 360
and (2) the Aggregate Certificate
Principal Balance.
Available Funds Cap Carryover:
With respect to a Distribution Date, in the event that the
Pass-Through Rate for a class of Offered Certificates is based upon
the Available Funds Cap, the excess
of (1) the amount of interest that such class would have been
entitled to receive on such Distribution
Date had the Pass-Through Rate for that class not been calculated
based on the Available Funds Cap over
(2) the amount of interest such class was entitled to receive on
such Distribution Date based on the
Available Funds Cap together with (A) the unpaid portion of any
such excess from prior Distribution
Dates (and interest accrued thereon at the then applicable
Pass-Through Rate for such class, without
giving effect to the Available Funds Cap) and (B) any amount
previously distributed with respect to
Available Funds Cap Carryover for such class that is recovered as a
voidable preference by a trustee in
bankruptcy.
Balloon Loan:
A Mortgage Loan having an original term to stated maturity of
approximately 15
years which provides for level monthly payments of principal and
interest based on a 30-year
amortization schedule, with a balloon payment of the remaining
outstanding principal balance due on such
Mortgage Loan at its stated maturity.
Book-Entry Certificates:
Any of the Certificates that shall be registered in the name of the
Depository or its nominee, the ownership of which is reflected on
the books of the Depository or on the
books of a Person maintaining an account with the Depository
(directly, as a "Depository Participant",
or indirectly, as an indirect participant in accordance with the
rules of the Depository and as
described in Section 5.06).
As of the Closing Date, each Class of the Class A Certificates,
Class M
Certificates and Class B Certificates constitutes a Class of
Book-Entry Certificates.
Business Day:
Any day other than (i) a Saturday or Sunday or (ii) a day on which
banking
institutions in the State of Minnesota, State of North Carolina or
the City of New York, New York are
authorized or obligated by law or executive order to be closed.
Certificate:
Any one of the certificates of any Class executed by the Trustee
and
authenticated by the Trustee in substantially the forms attached
hereto as Exhibit A.
Certificate Account:
The separate Eligible Account created and maintained by the Trustee
pursuant to Section 3.05(e) in the name of the Trustee for the
benefit of the Certificateholders and
designated "U.S. Bank National Association, in trust for registered
holders of Wachovia Mortgage Loan
Trust, Asset-Backed Certificates, Series 2006-ALT1."
Funds in the Certificate Account shall be held in
trust for the Certificateholders for the uses and purposes set
forth in this Agreement.
Certificate Owner:
With respect to a Book-Entry Certificate, the Person that is the
beneficial
owner of such Book-Entry Certificate.
Certificate Principal Balance:
As to any class of Offered Certificate and the Class X
Certificates and as of any Distribution Date, the Initial
Certificate Principal Balance of such
Certificate less the sum of (1) all amounts distributed with
respect to such Certificate in reduction of
the Certificate Principal Balance thereof on previous Distribution
Dates pursuant to Section 4.04, and
(2) any Applied Realized Loss Amounts allocated to such Certificate
on previous Distribution Dates
pursuant to Section 4.04(i).
On each Distribution Date, after all distributions of principal on
such
Distribution Date, a portion of the Class X Interest Carry Forward
Amount in an amount equal to the
excess of the Overcollateralization Amount on such Distribution
Date over the Overcollateralization
9
Amount as of the preceding Distribution Date (or, in the case of
the first Distribution Date, the
initial Overcollateralization Amount (based on the Stated Principal
Balance of the Mortgage Loans as of
the Cut-Off Date)) will be added to the aggregate Certificate
Principal Balance of the Class X
Certificates (on a pro rata basis). Notwithstanding the foregoing
on any Distribution Date relating to a
Due Period in which a Subsequent Recovery has been received by each
Servicer, the Certificate Principal
Balance of any Class of Certificates then outstanding for which any
Applied Realized Loss Amount has
been allocated will be increased, in order of seniority, by an
amount equal to the lesser of (i) the
Unpaid Realized Loss Amount for such Class of Certificates and (ii)
the total of any Subsequent Recovery
distributed on such date to the Certificateholders (reduced by the
amount of the increase in the
Certificate Principal Balance of any more senior Class of
Certificates pursuant to this sentence on such
Distribution Date).
Certificate Register:
The register maintained pursuant to Section 5.02 hereof.
Certificateholder or Holder:
The Person in whose name a Certificate is registered in the
Certificate Register, initially, Cede & Co., as nominee for the
Depository, in the case of any Class of
Regular Certificates, or Wachovia Bank, National Association, in
the case of the Class R Certificate,
except that solely for the purpose of giving any consent pursuant
to this Agreement, any Certificate
registered in the name of the Depositor or any Affiliate of the
Depositor shall be deemed not to be
Outstanding and the Percentage Interest evidenced thereby shall not
be taken into account in determining
whether the requisite amount of Percentage Interests necessary to
effect such consent has been obtained;
provided, however, that if any such Person (including the
Depositor) owns 100% of the Percentage
Interests evidenced by a Class of Certificates, such Certificates
shall be deemed to be Outstanding for
purposes of any provision hereof that requires the consent of the
Holders of Certificates of a
particular Class as a condition to the taking of any action
hereunder; provided that the Trustee shall
not be responsible for knowing that any Certificate is registered
in the name of such an affiliate
unless one of its Responsible Officers has actual knowledge.
Certification Parties:
As defined in Section 11.09.
Certifying Person:
As defined in Section 11.09.
Class:
All Certificates bearing the same Class designation as set forth in
Section 5.01 hereof.
Class A Certificate Principal Balance:
For any date of determination, the sum of the Class A-1
Certificate Principal Balance, the Class A-2 Certificate Principal
Balance and the Class A-3 Certificate
Principal Balance.
Class A Certificates:
Any of the Class A-1 Certificates, the Class A-2 Certificates and
the
Class A-3 Certificates.
Class A Principal Distribution Amount:
With respect to any Distribution Date (1) prior to the
Stepdown Date or any Distribution Date on which a Stepdown Trigger
Event exists, 100% of the Principal
Distribution Amount for such Distribution Date and (2) on or after
the Stepdown Date where a Stepdown
Trigger Event does not exist, the excess of (A) the Class A
Certificate Principal Balance immediately
prior to such Distribution Date over (B) the lesser of (i) 88.80%
of the Stated Principal Balance of the
Mortgage Loans as of the end of the immediately preceding Due
Period and (ii) the excess of the Stated
Principal Balance of the Mortgage Loans as of the end of the
immediately preceding Due Period over the
Overcollateralization Floor; provided, however, that in no event
will the Class A Principal Distribution
Amount with respect to any Distribution Date exceed the aggregate
Certificate Principal Balance of the
Class A Certificates.
10
Class A-1 Certificate:
Any Certificate designated as a "Class A-1 Certificate" on the face
thereof, in the form of Exhibit A hereto, representing the right to
distributions as set forth herein.
Class A-1 Certificate Principal Balance:
As of any date of determination, the aggregate
Certificate Principal Balance of the Class A-1 Certificates.
Class A-1 Current Interest:
As of any Distribution Date, the interest accrued during the
related Accrual Period at the Class A-1 Pass-Through Rate on the
Class A-1 Certificate Principal Balance
as of such Distribution Date, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class A-1 Certificates.
For purposes of calculating interest, principal distributions on a
Distribution Date will be deemed to have been made on the first day
of the Accrual Period in which such
Distribution Date occurs.
Class A-1 Interest Carry Forward Amount:
As of any Distribution Date, the sum of (1) the
excess of (A) the Class A-1 Current Interest with respect to prior
Distribution Dates over (B) the
amount actually distributed to the Class A-1 Certificates with
respect to interest on such prior
Distribution Dates and (2) interest on such excess (to the extent
permitted by applicable law) at the
Class A-1 Pass-Through Rate for the related Accrual Period.
Class A-1 Margin:
As of any Distribution Date up to and including the Optional
Termination
Date for the Certificates, 0.0800% per annum, and, as of any
Distribution Date after the Optional
Termination Date, 0.1600% per annum.
Class A-1 Pass-Through Rate:
For the first Distribution Date, 5.430% per annum.
As of any
Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class A-1 Margin and (2) the
Available Funds Cap for such Distribution Date.
Class A-2 Certificate:
Any Certificate designated as a "Class A-2 Certificate" on the face
thereof, in the form of Exhibit A hereto, representing the right to
distributions as set forth herein.
Class A-2 Certificate Principal Balance:
As of any date of determination, the aggregate
Certificate Principal Balance of the Class A-2 Certificates.
Class A-2 Current Interest:
As of any Distribution Date, the interest accrued during the
related Accrual Period at the Class A-2 Pass-Through Rate on the
Class A-2 Certificate Principal Balance
as of such Distribution Date, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class A-2 Certificates.
For purposes of calculating interest, principal distributions on a
Distribution Date will be deemed to have been made on the first day
of the Accrual Period in which such
Distribution Date occurs.
Class A-2 Interest Carry Forward Amount:
As of any Distribution Date, the sum of (1) the
excess of (A) the Class A-2 Current Interest with respect to prior
Distribution Dates over (B) the
amount actually distributed to the Class A-2 Certificates with
respect to interest on such prior
Distribution Dates and (2) interest on such excess (to the extent
permitted by applicable law) at the
Class A-2 Pass-Through Rate for the related Accrual Period.
Class A-2 Margin:
As of any Distribution Date up to and including the Optional
Termination
Date for the Certificates, 0.1800% per annum, and, as of any
Distribution Date after the Optional
Termination Date, 0.3600% per annum.
11
Class A-2 Pass-Through Rate:
For the first Distribution Date, 5.530% per annum.
As of any
Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class A-2 Margin and (2) the
Available Funds Cap for such Distribution Date.
Class A-3 Certificate:
Any Certificate designated as a "Class A-3 Certificate" on the face
thereof, in the form of Exhibit A hereto, representing the right to
distributions as set forth herein.
Class A-3 Certificate Principal Balance:
As of any date of determination, the aggregate
Certificate Principal Balance of the Class A-3 Certificates.
Class A-3 Current Interest:
As of any Distribution Date, the interest accrued during the
related Accrual Period at the Class A-3 Pass-Through Rate on the
Class A-3 Certificate Principal Balance
as of such Distribution Date, less any Non-Supported Interest
Shortfall allocated on such Distribution
Date to the Class A-3 Certificates.
For purposes of calculating interest, principal distributions on a
Distribution Date will be deemed to have been made on the first day
of the Accrual Period in which such
Distribution Date occurs.
Class A-3 Interest Carry Forward Amount:
As of any Distribution Date, the sum of (1) the
excess of (A) the Class A-3 Current Interest with respect to prior
Distribution Dates over (B) the amount
actually distributed to the Class A-3 Certificates with respect to
interest on such prior Distribution
Dates and (2) interest on such excess (to the extent permitted by
applicable law) at the Class A-3
Pass-Through Rate for the related Accrual Period.
Class A-3 Margin:
As of any Distribution Date up to and including the Optional
Termination
Date for the Certificates, 0.2300% per annum, and, as of any
Distribution Date after the Optional
Termination Date, 0.4600% per annum.
Class A-3 Pass-Through Rate:
For the first Distribution Date, 5.580% per annum.
As of any
Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class A-3 Margin and (2) the
Available Funds Cap for such Distribution Date.
Class B-1 Applied Realized Loss Amount:
As of any Distribution Date, the sum of all Applied
Realized Loss Amounts with respect to the Mortgage Loans which have
been applied to the reduction of the
Certificate Principal Balance of the Class B-1 Certificates.
Class B-1 Certificate:
Any Certificate designated as a "Class B-1 Certificate" on the face
thereof, in the form of Exhibit A hereto, representing the right to
distributions as set forth herein.
Class B-1 Certificate Principal Balance:
As of any date of determination, the aggregate
Certificate Principal Balance of the Class B-1 Certificates.
Class B-1 Current Interest:
As of any Distribution Date, the interest accrued during the
related Accrual Period at the Class B-1 Pass-Through Rate on the
Class B-1 Certificate Principal Balance
as of such Distribution Date reduced by any Non-Supported Interest
Shortfalls allocated to the Class B-1
Certificates on such Distribution Date. For purposes of calculating
interest, principal distributions on
a Distribution Date will be deemed to have been made on the first
day of the Accrual Period in which
such Distribution Date occurs.
Class B-1 Interest Carry Forward Amount:
As of any Distribution Date, the sum of (1) the
excess of (A) the Class B-1 Current Interest with respect to prior
Distribution Dates over (B) the
amount actually distributed to the Class B-1 Certificates with
respect to interest on such prior
12
Distribution Dates and (2) interest on such excess (to the extent
permitted by applicable law) at the
Class B-1 Pass-Through Rate for the related Accrual Period.
Class B-1 Margin:
As of any Distribution Date up to and including the Optional
Termination
Date for the Certificates, 0.8500% per annum and, as of any
Distribution Date after the Optional
Termination Date, 1.2750% per annum.
Class B-1 Pass-Through Rate:
For the first Distribution Date, 6.200% per annum.
As of any
Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class B-1 Margin and (2) the
Available Funds Cap for such Distribution Date.
Class B-1 Principal Distribution Amount: With respect to any
Distribution Date on or after the
Stepdown Date, 100% of the Principal Distribution Amount for such
Distribution Date if the Class A
Certificate Principal Balance, Class M-1 Certificate Principal
Balance, Class M-2 Certificate Principal
Balance, Class M-3 Certificate Principal Balance and Class M-4
Certificate Principal Balance have been
reduced to zero and a Stepdown Trigger Event exists, or as long as
a Stepdown Trigger Event does not
exist, the excess of (1) the sum of (A) the Class A Certificate
Principal Balance (after taking into
account distributions of the Class A Principal Distribution Amount
on such Distribution Date), (B) the
Class M-1 Certificate Principal Balance (after taking into account
distributions of the Class M-1
Principal Distribution Amount on such Distribution Date), (C) the
Class M-2 Certificate Principal
Balance (after taking into account distributions of the Class M-2
Principal Distribution Amount on such
Distribution Date), (D) the Class M-3 Certificate Principal Balance
(after taking into account
distributions of the Class M-3 Principal Distribution Amount on
such Distribution Date), (E) the Class
M-4 Certificate Principal Balance (after taking into account
distributions of the Class M-4 Principal
Distribution Amount on such Distribution Date), (F) the Class
B-1 Certificate Principal Balance
immediately prior to such Distribution Date over (2) the lesser of
(A) 97.60% of the Stated Principal
Balances of the Mortgage Loans as of the end of the immediately
preceding Due Period and (B) the excess
of the Stated Principal Balances for the Mortgage Loans as of the
end of the immediately preceding Due
Period over the Overcollateralization Floor.
Notwithstanding the foregoing, in no event will the Class
B-1 Principal Distribution Amount with respect to any Distribution
Date exceed the Class B-1 Certificate
Principal Balance.
Class B-1 Unpaid Realized Loss Amount:
As of any Distribution Date, the excess of (1) the
Class B-1 Applied Realized Loss Amount over (2) the sum of (x) all
distributions in reduction of the
Class B-1 Unpaid Realized Loss Amounts on all previous Distribution
Dates and (y) all increases in the
Certificate Principal Balance of such Class B-1 Certificates
pursuant to the last sentence of the
definition of "Certificate Principal Balance."
Class B-2 Applied Realized Loss Amount:
As of any Distribution Date, the sum of all Applied
Realized Loss Amounts with respect to the Mortgage Loans which have
been applied to the reduction of the
Certificate Principal Balance of the Class B-2 Certificates.
Class B-2 Certificate:
Any Certificate designated as a "Class B-2 Certificate" on the face
thereof, in the form of Exhibit A hereto, representing the right to
distributions as set forth herein.
Class B-2 Certificate Principal Balance:
As of any date of determination, the aggregate
Certificate Principal Balance of the Class B-2 Certificates.
Class B-2 Current Interest:
As of any Distribution Date, the interest accrued during the
related Accrual Period at the Class B-2 Pass-Through Rate on the
Class B-2 Certificate Principal Balance
as of such Distribution Date reduced by any Non-Supported Interest
Shortfalls allocated to the Class B-2
Certificates on such Distribution Date.
For purposes of calculating interest, principal distributions
13
on a Distribution Date will be deemed to have been made on the
first day of the Accrual Period in which
such Distribution Date occurs.
Class B-2 Interest Carry Forward Amount:
As of any Distribution Date, the sum of (1) the
excess of (A) the Class B-2 Current Interest with respect to prior
Distribution Dates over (B) the
amount actually distributed to the Class B-2 Certificates with
respect to interest on such prior
Distribution Dates and (2) interest on such excess (to the extent
permitted by applicable law) at the
Class B-2 Pass-Through Rate for the related Accrual Period.
Class B-2 Margin:
As of any Distribution Date up to and including the Optional
Termination
Date for the Certificates, 1.5000% per annum and, as of any
Distribution Date after the Optional
Termination Date, 2.2500% per annum.
Class B-2 Pass-Through Rate:
For the first Distribution Date, 6.850% per annum.
As of any
Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class B-2 Margin and (2) the
Available Funds Cap for such Distribution Date.
Class B-2 Principal Distribution Amount: With respect to any
Distribution Date on or after the
Stepdown Date, 100% of the Principal Distribution Amount for such
Distribution Date if the Class A
Certificate Principal Balance, Class M-1 Certificate Principal
Balance, Class M-2 Certificate Principal
Balance, Class M-3 Certificate Principal Balance, Class M-4
Certificate Principal Balance and Class B-1
Certificate Principal Balance have been reduced to zero and a
Stepdown Trigger Event exists, or as long
as a Stepdown Trigger Event does not exist, the excess of (1) the
sum of (A) the Class A Certificate
Principal Balance (after taking into account distributions of the
Class A Principal Distribution Amount
on such Distribution Date), (B) the Class M-1 Certificate Principal
Balance (after taking into account
distributions of the Class M-1 Principal Distribution Amount on
such Distribution Date), (C) the Class
M-2 Certificate Principal Balance (after taking into account
distributions of the Class M-2 Principal
Distribution Amount on such Distribution Date), (D) the Class M-3
Certificate Principal Balance (after
taking into account distributions of the Class M-3 Principal
Distribution Amount on such Distribution
Date), (E) the Class
M-4 Certificate Principal Balance (after taking into account
distributions of the
Class M-4 Principal Distribution Amount on such Distribution Date),
(F) the Class B-1 Certificate
Principal Balance (after taking into account distributions of the
Class B-1 Principal Distribution
Amount on such Distribution Date), and (G) the Class B-2
Certificate Principal Balance immediately prior
to such Distribution Date over (2) the lesser of (A) 98.70% of the
Stated Principal Balances of the
Mortgage Loans as of the end of the immediately preceding Due
Period and (B) the excess of the Stated
Principal Balances for the Mortgage Loans as of the end of the
immediately preceding Due Period over the
Overcollateralization Floor.
Notwithstanding the foregoing, in no event will the Class B-2
Principal
Distribution Amount with respect to any Distribution Date exceed
the Class B-2 Certificate Principal
Balance.
Class B-2 Unpaid Realized Loss Amount:
As of any Distribution Date, the excess of (1) the
Class B-2 Applied Realized Loss Amount over (2) the sum of (x) all
distributions in reduction of the
Class B-2 Unpaid Realized Loss Amounts on all previous Distribution
Dates and (y) all increases in the
Certificate Principal Balance of such Class B-2 Certificates
pursuant to the last sentence of the
definition of "Certificate Principal Balance."
Class IO Distribution Amount:
On any Distribution Date, for each Class of the Offered
Certificates, the excess, if any, of (1) the amount payable on such
Distribution Date on the REMIC III
Regular Interest corresponding to such Class of Offered
Certificates over (ii) the amount payable on
such Class of Offered Certificates on such Distribution Date.
14
Class M Certificates:
Any of the Class M-1, Class M-2, Class M-3 and Class M-4
Certificates.
Class M-1 Applied Realized Loss Amount:
As of any Distribution Date, the sum of all Applied
Realized Loss Amounts with respect to the Mortgage Loans which have
been applied to the reduction of the
Certificate Principal Balance of the Class M-1 Certificates.
Class M-1 Certificate:
Any Certificate designated as a "Class M-1 Certificate" on the face
thereof, in the form of Exhibit A hereto, representing the right to
distributions as set forth herein.
Class M-1 Certificate Principal Balance:
As of any date of determination, the aggregate
Certificate Principal Balance of the Class M-1 Certificates.
Class M-1 Current Interest:
As of any Distribution Date, the interest accrued during the
related Accrual Period at the Class M-1 Pass-Through Rate on the
Class M-1 Certificate Principal Balance
as of such Distribution Date reduced by any Non-Supported Interest
Shortfalls allocated to the Class M-1
Certificates on such Distribution Date. For purposes of calculating
interest, principal distributions on
a Distribution Date will be deemed to have been made on the first
day of the Accrual Period in which
such Distribution Date occurs.
Class M-1 Interest Carry Forward Amount:
As of any Distribution Date, the sum of (1) the
excess of (A) the Class M-1 Current Interest with respect to prior
Distribution Dates over (B) the
amount actually distributed to the Class M-1 Certificates with
respect to interest on such prior
Distribution Dates and (2) interest on such excess (to the extent
permitted by applicable law) at the
Class M-1 Pass-Through Rate for the related Accrual Period.
Class M-1 Margin:
As of any Distribution Date up to and including the Optional
Termination
Date for the Certificates, 0.2800% per annum, and, as of any
Distribution Date after the Optional
Termination Date, 0.4200% per annum.
Class M-1 Pass-Through Rate:
For the first Distribution Date, 5.630% per annum.
As of any
Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-1 Margin and (2)
the
Available Funds Cap for such Distribution Date.
Class M-1 Principal Distribution Amount: With respect to any
Distribution Date on or after the
Stepdown Date, 100% of the Principal Distribution Amount for such
Distribution Date if the Class A
Certificate Principal Balance has been reduced to zero and a
Stepdown Trigger Event exists, or as long
as a Stepdown Trigger Event does not exist, the excess of (1) the
sum of (A) the Class A Certificate
Principal Balance (after taking into account distributions of the
Class A Principal Distribution Amount
on such Distribution Date) and (B) the Class M-1 Certificate
Principal Balance immediately prior to such
Distribution Date over (2) the lesser of (A) 92.00% of the Stated
Principal Balances of the Mortgage
Loans as of the end of the immediately preceding Due Period and (B)
the excess of the Stated Principal
Balances for the Mortgage Loans as of the end of the immediately
preceding Due Period over the
Overcollateralization Floor.
Notwithstanding the foregoing, in no event will the Class M-1
Principal
Distribution Amount with respect to any Distribution Date exceed
the Class M-1 Certificate Principal
Balance.
Class M-1 Unpaid Realized Loss Amount:
As of any Distribution Date, the excess of (1) the
Class M-1 Applied Realized Loss Amount over (2) the sum of (x) all
distributions in reduction of the
Class M-1 Unpaid Realized Loss Amounts on all previous Distribution
Dates and (y) all increases in the
Certificate Principal Balance of such Class M-1 Certificates
pursuant to the last sentence of the
definition of "Certificate Principal Balance."
15
Class M-2 Applied Realized Loss Amount:
As of any Distribution Date, the sum of all Applied
Realized Loss Amounts with respect to the Mortgage Loans which have
been applied to the reduction of the
Certificate Principal Balance of the Class M-2 Certificates.
Class M-2 Certificate:
Any Certificate designated as a "Class M-2 Certificate" on the face
thereof, in the form of Exhibit A hereto, representing the right to
distributions as set forth herein.
Class M-2 Certificate Principal Balance:
As of any date of determination, the aggregate
Certificate Principal Balance of the Class M-2 Certificates.
Class M-2 Current Interest:
As of any Distribution Date, the interest accrued during the
related Accrual Period at the Class M-2 Pass-Through Rate on the
Class M-2 Certificate Principal Balance
as of such Distribution Date reduced by any Non-Supported Interest
Shortfalls allocated to the Class M-2
Certificates on such Distribution Date. For purposes of calculating
interest, principal distributions on
a Distribution Date will be deemed to have been made on the first
day of the Accrual Period in which
such Distribution Date occurs.
Class M-2 Interest Carry Forward Amount:
As of any Distribution Date, the sum of (1) the
excess of (A) the Class M-2 Current Interest with respect to prior
Distribution Dates
over (B) the
amount actually distributed to the Class M-2 Certificates with
respect to interest on such prior
Distribution Dates and (2) interest on such excess (to the extent
permitted by applicable law) at the
Class M-2 Pass-Through Rate for the related Accrual Period.
Class M-2 Margin:
As of any Distribution Date up to and including the Optional
Termination
Date for the Certificates, 0.3000% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.4500% per annum.
Class M-2 Pass-Through Rate:
For the first Distribution Date, 5.650% per annum.
As of any
Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-2 Margin and (2) the
Available Funds Cap for such Distribution Date.
Class M-2 Principal Distribution Amount: With respect to any
Distribution Date on or after the
Stepdown Date, 100% of the Principal Distribution Amount for such
Distribution Date if the Class A
Certificate Principal Balance and the Class M-1 Certificate
Principal Balance have been reduced to zero
and a Stepdown Trigger Event exists, or as long as a Stepdown
Trigger Event does not exist, the excess
of (1) the sum of (A) the Class A Certificate Principal Balance
(after taking into account distributions
of the Class A Principal Distribution Amount on such Distribution
Date), (B) the Class M-1 Certificate
Principal Balance (after taking into account distributions of the
Class M-1 Principal Distribution
Amount on such Distribution Date) and (C) the Class M-2 Certificate
Principal Balance immediately prior
to such Distribution Date over (2) the lesser of (A) 93.60% of the
Stated Principal Balances of the
Mortgage Loans as of the end of the immediately preceding Due
Period and (B) the excess of the Stated
Principal Balances of the Mortgage Loans as of the end of the
immediately preceding Due Period over the
Overcollateralization Floor.
Notwithstanding the foregoing, in no event will the Class M-2
Principal
Distribution Amount with respect to any Distribution Date exceed
the Class M-2 Certificate Principal
Balance.
Class M-2 Unpaid Realized Loss Amount:
As of any Distribution Date, the excess of (1) the
Class M-2 Applied Realized Loss Amount over (2) the sum of (x) all
distributions in reduction of the
Class M-2 Unpaid Realized Loss Amounts on all previous Distribution
Dates and (y) all increases in the
Certificate Principal Balance of such Class M-2 Certificates
pursuant to the last sentence of the
definition of "Certificate Principal Balance."
16
Class M-3 Applied Realized Loss Amount:
As of any Distribution Date, the sum of all Applied
Realized Loss Amounts with respect to the Mortgage Loans which have
been applied to the reduction of the
Certificate Principal Balance of the Class M-3 Certificates.
Class M-3 Certificate:
Any Certificate designated as a "Class M-3 Certificate" on the face
thereof, in the form of Exhibit A hereto, representing the right to
distributions as set forth herein.
Class M-3 Certificate Principal Balance:
As of any date of determination, the aggregate
Certificate Principal Balance of the Class M-3 Certificates.
Class M-3 Current Interest:
As of any Distribution Date, the interest accrued during the
related Accrual Period at the Class M-3 Pass-Through Rate on the
Class M-3 Certificate Principal Balance
as of such Distribution Date reduced by any Non-Supported Interest
Shortfalls allocated to the Class M-3
Certificates on such Distribution Date. For purposes of calculating
interest, principal distributions on
a Distribution Date will be deemed to have been made on the first
day of the Accrual Period in which
such Distribution Date occurs.
Class M-3 Interest Carry Forward Amount:
As of any Distribution Date, the sum of (1) the
excess of (A) the Class M-3 Current Interest with respect to prior
Distribution Dates over (B) the
amount actually distributed to the Class M-3 Certificates with
respect to interest on such prior
Distribution Dates and (2) interest on such excess (to the extent
permitted by applicable law) at the
Class M-3 Pass-Through Rate for the related Accrual Period.
Class M-3 Margin:
As of any Distribution Date up to and including the Optional
Termination
Date for the Certificates, 0.3800% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.5700% per annum.
Class M-3 Pass-Through Rate:
For the first Distribution Date, 5.730% per annum.
As of any
Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-3 Margin and (2) the
Available Funds Cap for such Distribution Date.
Class M-3 Principal Distribution Amount: With respect to any
Distribution Date on or after the
Stepdown Date, 100% of the Principal Distribution Amount for such
Distribution Date if the Class A
Certificate Principal Balance, Class M-1 Certificate Principal
Balance and Class M-2 Certificate
Principal Balance have been reduced to zero and a Stepdown Trigger
Event exists, or as long as a
Stepdown Trigger Event does not exist, the excess of (1) the sum of
(A) the Class A Certificate
Principal Balance (after taking into account distributions of the
Class A Principal Distribution Amount
on such Distribution Date), (B) the Class M-1 Certificate Principal
Balance (after taking into account
distributions of the Class M-1 Principal Distribution Amount on
such Distribution Date), (C) the Class
M-2 Certificate Principal Balance (after taking into account
distributions of the Class M-2 Principal
Distribution Amount on such Distribution Date) and (D) the Class
M-3 Certificate Principal Balance
immediately prior to such Distribution Date over (2) the lesser of
(A) 95.50% of the Stated Principal
Balances of the Mortgage Loans as of the end of the immediately
preceding Due Period and (B) the excess
of the Stated Principal Balances for the Mortgage Loans as of the
end of the immediately preceding Due
Period over the Overcollateralization Floor.
Notwithstanding the foregoing, in no event will the Class
M-3 Principal Distribution Amount with respect to any Distribution
Date exceed the Class M-3 Certificate
Principal Balance.
Class M-3 Unpaid Realized Loss Amount:
As of any Distribution Date, the excess of (1) the
Class M-3 Applied Realized Loss Amount over (2) the sum of (x) all
distributions in reduction of the
Class M-3 Unpaid Realized Loss Amounts on all previous Distribution
Dates and (y) all increases in the
Certificate Principal Balance of such Class M-3 Certificates
pursuant to the last sentence of the
definition of "Certificate Principal Balance."
17
Class M-4 Applied Realized Loss Amount:
As of any Distribution Date, the sum of all Applied
Realized Loss Amounts with respect to the Mortgage Loans which have
been applied to the reduction of the
Certificate Principal Balance of the Class M-4 Certificates.
Class M-4 Certificate:
Any Certificate designated as a "Class M-4 Certificate" on the face
thereof, in the form of Exhibit A hereto, representing the right to
distributions as set forth herein.
Class M-4 Certificate Principal Balance:
As of any date of determination, the aggregate
Certificate Principal Balance of the Class M-4 Certificates.
Class M-4 Current Interest:
As of any Distribution Date, the interest accrued during the
related Accrual Period at the Class M-4 Pass-Through Rate on the
Class M-4 Certificate Principal Balance
as of such Distribution Date reduced by any Non-Supported Interest
Shortfalls allocated to the Class M-4
Certificates on such Distribution Date. For purposes of calculating
interest, principal distributions on
a Distribution Date will be deemed to have been made on the first
day of the Accrual Period in which
such Distribution Date occurs.
Class M-4 Interest Carry Forward Amount:
As of any Distribution Date, the sum of (1) the
excess of (A) the Class M-4 Current Interest with respect to prior
Distribution Dates over (B) the
amount actually distributed to the Class M-4 Certificates with
respect to interest on such prior
Distribution Dates and (2) interest on such excess (to the extent
permitted by applicable law) at the
Class M-4 Pass-Through Rate for the related Accrual Period.
Class M-4 Margin:
As of any Distribution Date up to and including the Optional
Termination
Date for the Certificates, 0.4000% per annum and, as of any
Distribution Date after the Optional
Termination Date, 0.6000% per annum.
Class M-4 Pass-Through Rate:
For the first Distribution Date, 5.750% per annum.
As of any
Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-4 Margin and (2) the
Available Funds Cap for such Distribution Date.
Class M-4 Principal Distribution Amount: With respect to any
Distribution Date on or after the
Stepdown Date, 100% of the Principal Distribution Amount for such
Distribution Date if the Class A
Certificate Principal Balance, Class M-1 Certificate Principal
Balance, Class M-2 Certificate Principal
Balance and Class M-3 Certificate Principal Balance have been
reduced to zero and a Stepdown Trigger
Event exists, or as long as a Stepdown Trigger Event does not
exist, the excess of (1) the sum of (A)
the Class A Certificate Principal Balance (after taking into
account distributions of the Class A
Principal Distribution Amount on such Distribution Date), (B) the
Class M-1 Certificate Principal
Balance (after taking into account distributions of the Class M-1
Principal Distribution Amount on such
Distribution Date), (C) the Class M-2 Certificate Principal Balance
(after taking into account
distributions of the Class M-2 Principal Distribution Amount on
such Distribution Date), (D) the Class
M-3 Certificate Principal Balance (after taking into account
distributions of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (E) the Class
M-4 Certificate Principal Balance
immediately prior to such Distribution Date over (2) the lesser of
(A) 96.40% of the Stated Principal
Balances of the Mortgage Loans as of the end of the immediately
preceding Due Period and (B) the excess
of the Stated Principal Balances for the Mortgage Loans as of the
end of the immediately preceding Due
Period over the Overcollateralization Floor.
Notwithstanding the foregoing, in no event will the Class
18
M-4 Principal Distribution Amount with respect to any Distribution
Date exceed the Class M-4 Certificate
Principal Balance.
Class M-4 Unpaid Realized Loss Amount:
As of any Distribution Date, the excess of (1) the
Class M-4 Applied Realized Loss Amount over (2) the sum of (x) all
distributions in reduction of the
Class M-4 Unpaid Realized Loss Amounts on all previous Distribution
Dates and (y) all increases in the
Certificate Principal Balance of such Class M-4 Certificates
pursuant to the last sentence of the
definition of "Certificate Principal Balance."
Class P Certificate: Any Certificate designated as a Class P
Certificate on the face thereof,
executed by the Trustee and authenticated by the Trustee in
substantially the form set forth in Exhibit
A, representing the right to distributions as set forth herein.
Class P Reserve Account:
The account established and maintained by the Trustee pursuant to
Section 4.06 hereof.
Class P Reserve Amount: $100.
Class R Certificate:
Any one of the Class R Certificates executed by the Trustee and
authenticated by the Trustee substantially in the form annexed
hereto as Exhibit A and evidencing an
interest designated as a "residual interest" in the REMICs for
purposes of the REMIC Provisions.
The
Class R-I Certificates is designated as the sole class of "residual
interest" in REMIC I, the Class R-II
Certificates is designated as the sole class of "residual interest"
in REMIC II and the Class R-III
Certificates is designated as the sole class of "residual interest"
in REMIC III.
Class R Certificate Principal Balance:
Not applicable.
Class R Current Interest:
Not applicable.
Class R Interest Carry Forward Amount:
Not applicable.
Class R Margin:
Not applicable.
Class R Pass-Through Rate:
Not applicable.
Class X Applied Realized Loss Amount:
As of any Distribution Date, the sum of all Applied
Realized Loss Amounts with respect to the Mortgage Loans which have
been applied to the reduction of the
Certificate Principal Balance of the Class X Certificates.
Class X Certificate: Any one of the Class X Certificates executed
and authenticated by the
Trustee substantially in the form annexed hereto as Exhibit A,
subordinate to the Class A Certificates,
the Class M Certificates and the Class B Certificates with respect
to distributions and the allocation
of Realized Losses as set forth in Section 4.04.
Class X Certificate Principal Balance:
With respect to any Class X Certificate, on any date of
determination, an amount equal to the Percentage Interest evidenced
by such Certificate, multiplied by
an amount equal to (i) the excess, if any, of (A) the then
aggregate Stated Principal Balance of the
Mortgage Loans over (B) the then aggregate Certificate Principal
Balance of the Class A Certificates,
Class M Certificates and Class B Certificates then outstanding,
which represents the sum of (i) the
Initial Principal Balance of the REMIC III Regular Interest X-PO,
as reduced by Realized Losses
19
allocated thereto and payments deemed made thereon, and (ii)
accrued and unpaid interest on the
REMIC III Regular Interest X-IO, as reduced by Realized Losses
allocated thereto..
Class X Current Interest:
As of any Distribution Date, the interest accrued during the
related
Accrual Period at the Class X Distributable Interest Rate on the
Uncertificated Notional Amount, less
any Non-Supported Interest Shortfall allocated on such Distribution
Date to the Class X Certificates and
less the sum of (A) the amount of any Excess Interest Entitlement
of the Offered Certificates for such
Distribution Date and (B) amounts due to the Swap Counterparty
under the Swap Agreement for such
Distribution Date.
Class X Distributable Interest Rate:
With respect to the Class X Certificates or REMIC III
Regular Interest X-IO and any Distribution Date, a per annum rate
equal to the percentage equivalent of
a fraction, the numerator of which is the sum of the amounts
calculated pursuant to clauses (i) through
(iii) below, and the denominator of which is the aggregate
principal balance of the REMIC II Regular
Interests.
For purposes of calculating the Class X Distributable Interest Rate
for the Class X
Certificates or REMIC III Regular Interest X-IO, the numerator is
equal to the sum of the following
components:
(i)......the Uncertificated Pass-Through Rate for REMIC II Regular
Interest LT1 minus
the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC II
Regular Interest LT1;
(ii).....the Uncertificated Pass-Through Rate for REMIC II Regular
Interest LT2 minus
the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of REMIC II
Regular Interest LT2; and
(iii)....the Uncertificated Pass-Through Rate for REMIC II Regular
Interest LT4 minus
twice the Marker Rate, applied to a notional amount equal to the
Uncertificated Principal Balance of
REMIC II Regular Interest LT4.
Class X Interest Carry Forward Amount:
As of any Distribution Date, the excess of (A) the
Class X Current Interest with respect to prior Distribution Dates
over (B) the amount actually
distributed to the Class X Certificates with respect to interest on
such prior Distribution Dates or
added to the aggregate Certificate Principal Balance of the Class X
Certificates.
Class X Unpaid Realized Loss Amount:
As of any Distribution Date, the excess of (1) the Class
X Applied Realized Loss Amount over (2) the sum of (x) all
distributions in reduction of the Class X
Unpaid Realized Loss Amounts on all previous Distribution Dates and
(y) all increases in the Certificate
Principal Balance of such Class X Certificates pursuant to the last
sentence of the definition of
"Certificate Principal Balance."
Closing Date:
December 27, 2006.
Code:
The Internal Revenue Code of 1986, including any successor or
amendatory provisions.
Commission:
The United States Securities and Exchange Commission.
Compensating Interest:
For any Distribution Date and any Principal Prepayment in respect
of a
Mortgage Loan that is received during the period from the first day
of the related Prepayment Period for
the related Servicer and such Distribution Date through the last
day of the calendar month preceding
such Distribution Date, a payment made by the applicable Servicer
to the extent funds are available from
the total Servicing Fee payable to such Servicer for such
Distribution Date, equal to the amount of
interest at the Net Mortgage Rate payable for that Mortgage Loan
from the date on which the Servicer
20
applied such Principal Prepayment to reduce the Stated Principal
Balance of such Mortgage Loan through
the last day of such preceding calendar month.
There shall be no Compensating Interest paid with
respect to Principal Prepayments on the Wells Fargo Mortgage Loans
that occur during the period from the
Cut-off Date through December 14, 2006.
Condemnation Proceeds:
All awards or settlements in respect of a Mortgaged Property (or
Underlying Mortgaged Property, in the case of a Co-op Loan),
whether permanent or temporary, partial or
entire, by exercise of the power of eminent domain or condemnation,
to the extent not required to be
released either to a Mortgagor in accordance with the terms of the
related mortgage loan documents or to
the holder of a senior lien on the Mortgaged Property (or
Underlying Mortgaged Property, in the case of
a Co-op Loan).
Co-op Lease:
With respect to a Co-op Loan, the lease with respect to a dwelling
unit occupied
by the Mortgagor and relating to the stock allocated to the related
dwelling unit.
Co-op Loan:
A Mortgage Loan secured by the pledge of stock allocated to a
dwelling unit in a
residential cooperative housing corporation and a collateral
assignment of the related Co-op Lease.
Corporate Trust Office:
With respect to the Trustee, the principal office of the Trustee at
which at any particular time its certificate transfer services are
conducted, which office at the date
of the execution of this instrument is located at 60 Livingston
Avenue, EP-MN-WS3D, St. Paul, Minnesota
55107, Attention: Structured Finance/WMLT 2006-ALT1.
Credit Support Annex Account:
The separate Eligible Account created and maintained by the
Supplemental Interest Trust Trustee pursuant to Section 4.04(o).
Current Interest:
Any of the Class A-1 Current Interest, the Class A-2 Current
Interest, the
Class A-3 Current Interest, the Class M-1 Current Interest, the
Class M-2 Current Interest, the Class
M-3 Current Interest, the Class M-4 Current Interest, the Class B-1
Current Interest and the Class B-2
Current Interest.
Custodial Agreement:
The Custodial Agreement, dated as of December 27, 2006, among the
Depositor, the Custodian, the Servicers and the Trustee, as the
same may be amended or modified from
time to time in accordance with the terms thereof.
Custodian:
U.S. Bank National Association, a national banking association, or
any successor in
interest.
Cut-off Date:
December 1, 2006.
Cut-off Date Principal Balance:
As to any Mortgage Loan, the unpaid principal balance thereof
as of the close of business on the calendar day immediately
preceding the Cut-off Date after application
of all payments of principal due on or prior to the Cut-off Date,
whether or not received, and all
Principal Prepayments received prior to the Cut-off Date, but
without giving effect to any installments
of principal received in respect of Due Dates after the Cut-off
Date.
Defaulted Swap Termination Payment:
Any payment required to be made by the Supplemental Interest
Trust to the Swap Counterparty pursuant to the Swap Agreement as a
result of an event of default under the Swap Agreement
with respect to which the Swap Counterparty is the defaulting party
or a termination event under that
agreement (other than illegality or a tax event) with respect to
which the Swap Counterparty is the sole
Affected Party (as defined in the Swap Agreement) or with respect
to a termination resulting from a
21
failure of the Swap Counterparty to comply with the ratings
downgrade provisions in the Swap Agreement.
Definitive Certificates:
As defined in Section 5.06.
Deleted Mortgage Loan:
A Mortgage Loan replaced or to be replaced by a Replacement
Mortgage
Loan.
Delinquent:
A Mortgage Loan is "delinquent" if any payment due thereon is not
made pursuant to
the terms of such Mortgage Loan by the close of business on the day
such payment is scheduled to be
due.
A Mortgage Loan is "30 days delinquent" if such payment has not
been received by the close of
business on the corresponding day of the month immediately
succeeding the month in which such payment
was due, or, if there is no such corresponding day (e.g., as when a
30-day month follows a 31-day month
in which a payment was due on the 31st day of such month), then on
the last day of such immediately
succeeding month.
Similarly for "60 days delinquent," "90 days delinquent" and so on.
Denomination:
With respect to each Certificate, the amount set forth on the face
thereof as
the "Initial Principal Balance of this Certificate."
Depositor:
Wachovia Mortgage Loan Trust, LLC, a Delaware limited liability
company, or any
successor in interest.
Depository:
The initial Depository shall be The Depository Trust Company
("DTC"), the nominee
of which is Cede & Co., or any other organization registered as
a "clearing agency" pursuant to Section
17A of the Securities Exchange Act of 1934, as amended.
The Depository shall initially be the
registered Holder of the Book-Entry Certificates.
The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York.
Depository Agreement:
With respect to Classes of Book-Entry Certificates, the agreement
between the Trustee and the initial Depository.
Depository Participant:
A broker, dealer, bank or other financial institution or other
Person
for whom from time to time a Depository effects book-entry
transfers and pledges of securities deposited
with the Depository.
Designated Transaction:
A transaction in which the assets underlying the Certificates
consist
of single-family residential, multi-family residential, home
equity, manufactured housing and/or
commercial mortgage obligations that are secured by single-family
residential, multi-family residential,
commercial real property or leasehold interests therein.
Determination Date:
With respect to any Distribution Date, the 15th day of the month of
such
Distribution Date or, if such 15th day is not a Business Day, the
immediately preceding Business Day.
Distribution Date:
The 25th day of each calendar month, or if such 25th day is not a
Business
Day, the next succeeding Business Day, commencing in January 2007.
Due Date:
With respect to any Distribution Date and any Mortgage Loan, the
day during the
related Due Period on which a Scheduled Payment is due.
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Due Period:
With respect to any Distribution Date, the period beginning on the
second day of
the calendar month preceding the calendar month in which such
Distribution Date occurs and ending on the
first day of the month in which such Distribution Date occurs.
Eligible Account:
An account that is (i) maintained with a depository institution the
long-term unsecured debt obligations of which are rated by each
Rating Agency in one of its two highest
rating categories, or (ii) maintained with the corporate trust
department of a bank which (A) has a
rating of at least Baa3 or P-3 by Moody's and (B) is either the
Depositor or the corporate trust
department of a national bank or banking corporation which has a
rating of at least A-1 by S&P or F1 by
Fitch, or (iii) an account or accounts the deposits in which are
fully insured by the FDIC, or (iv) an
account or accounts, acceptable to each Rating Agency without
reduction or withdrawal of the rating of
any Class of Certificates, as evidenced in writing, by a depository
institution in which such accounts
are insured by the FDIC (to the limit established by the FDIC), the
uninsured deposits in which accounts
are otherwise secured such that, as evidenced by an Opinion of
Counsel delivered to and acceptable to
the Trustee and each Rating Agency, the Certificateholders have a
claim with respect to the funds in
such account and a perfected first security interest against any
collateral (which shall be limited to
Permitted Investments) securing such funds that is superior to
claims of any other depositors or
creditors of the depository institution with which such account is
maintained, or (v) maintained at an
eligible institution whose commercial paper, short-term debt or
other short-term deposits are rated at
least A-1+ by S&P and F-1+ by Fitch, or (vi) maintained with a
federal or state chartered depository
institution the deposits in which are insured by the FDIC to the
applicable limits and the short-term
unsecured debt obligations of which (or, in the case of a
depository institution that is a subsidiary of
a holding company, the short-term unsecured debt obligations of
such holding company) are rated A-1 by
S&P or Prime-1 by Moody's at the time any deposits are held on
deposit therein, or (vii) otherwise
acceptable to each Rating Agency, as evidenced by a letter from
each Rating Agency to the Trustee.
ERISA:
The Employee Retirement Income Security Act of 1974, including any
successor or
amendatory provisions.
ERISA-Qualifying Underwriting:
A best efforts or firm commitment underwriting or private
placement that would satisfy the requirements of Prohibited
Transaction Exemption 90-29, Exemption
Application No. D-8012, 55 Fed. Reg. 21459 (1990), as amended,
granted to the Underwriter by the United
States Department of Labor (or any other applicable underwriter's
exemption granted by the United States
Department of Labor), except, in relevant part, for the requirement
that the certificates have received
a rating at the time of acquisition that is in one of the three (or
four, in the case of a "designated
transaction") highest generic rating categories by at least one of
the Rating Agencies.
ERISA Restricted Certificates:
The Class X, Class P Certificates and Class R Certificate and
any other Certificate, unless the acquisition and holding of such
other Certificate is covered by and
exempt under the Underwriter's exemption.
Event of Default:
As defined in Section 7.01 hereof.
Excess Interest Entitlement:
On any Distribution Date, for each Class of the Offered
Certificates, the excess, if any, of (1) the amount of interest
such Class of Certificates is entitled
to receive on such Distribution Date at its Pass-Through Rate over
(2) the amount of interest such Class
of Certificates would have been entitled to receive on such
Distribution Date had the Pass-Through Rate
for such Class been the REMIC Pass-Through Rate.
Excess Proceeds:
With respect to any Liquidated Loan, any Liquidation Proceeds that
are in
excess of the sum of (1) the unpaid principal balance of such
Liquidated Loan as of the date of such
23
liquidation plus (2) interest at the Mortgage Rate from the Due
Date as to which interest was last paid
or advanced to Certificateholders (and not reimbursed to the
Servicers) up to the Due Date in the month
in which such Liquidation Proceeds are required to be distributed
on the unpaid principal balance of
such Liquidated Loan outstanding during each Due Period as to which
such interest was not paid or
advanced.
Exchange Act:
The Securities Exchange Act of 1934, as amended.
Extra Principal Distribution Amount:
With respect to any Distribution Date, the lesser of (A)
the amount distributed pursuant to 4.04(b)(vii) and (B) an amount
necessary to maintain the
Overcollateralization Target Amount.
Fannie Mae:
A federally chartered and privately owned corporation organized and
existing under
the Federal National Mortgage Association Charter Act, or any
successor thereto.
FDIC:
The Federal Deposit Insurance Corporation, or any successor
thereto.
Fitch:
Fitch Ratings, or any successor in interest.
Fixed Rate Mortgage Loan:
A Mortgage Loan identified in the Mortgage Loan Schedule as having
a
Mortgage Rate which is fixed.
Fixed Swap Payment:
For any Distribution Date, the product of (i) 5.35% per annum and
(ii) the
notional balance for the related Distribution Date as set forth in
the schedule of notional balances
contained in the Swap Agreement, determined on the basis of a
360-day year consisting of twelve 30-day
months.
Floating Swap Payment:
For any Distribution Date, the product of (i) One-Month LIBOR, as
determined pursuant to the Swap Agreement, for the related
Distribution Date and (ii) the notional
balance for the related Distribution Date as set forth in the
schedule of notional balances contained in
the Swap Agreement, determined based on a 360-day year and the
actual number of days in the related
Accrual Period.
Form 8-K Disclosure Information:
As defined in Section 11.04.
Freddie Mac: A corporate instrumentality of the United States
created and existing under Title
III of the Emergency Home Finance Act of 1970, as amended, or any
successor thereto.
Grantor Trusts:
The grantor trusts described in Section 2.07 hereof.
Gross Margin:
The percentage set forth in the related Mortgage Note for each of
the Adjustable
Rate Mortgage Loans which is to be added to the applicable index
for use in determining the Mortgage
Rate on each Adjustment Date, and which is set forth in the
Mortgage Loan Schedule for each Adjustable
Rate Mortgage Loan.
Initial Adjustment Date:
As to any Adjustable Rate Mortgage Loan, the first Adjustment Date
following the origination of such Mortgage Loan.
Initial Certificate Principal Balance:
With respect to any Certificate, the Certificate
Principal Balance of such Certificate or any predecessor
Certificate on the Closing Date as set forth in
Section 5.01 hereof.
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Initial Mortgage Rate:
As to each Mortgage Loan, the Mortgage Rate in effect prior to the
Initial Adjustment Date.
Insurance Policy:
With respect to any Mortgage Loan or the related Mortgaged Property
(or the
related Underlying Mortgaged Property, in the case of a Co-op Loan)
included in the Trust Fund, any
insurance policy, including all riders and endorsements thereto in
effect with respect to such Mortgage
Loan or Mortgaged Property (or related Underlying Mortgage
Property, in the case of a Co-op Loan),
including any replacement policy or policies for any insurance
policies.
Insurance Proceeds:
Proceeds paid in respect of a Mortgage Loan or the related
Mortgaged
Property (or the related Underlying Mortgaged Property, in the case
of a Co-op Loan) pursuant to any
Insurance Policy or any other insurance policy covering such
Mortgage Loan or Mortgaged Property (or
Underlying Mortgaged Property, in the case of a Co-op Loan), to the
extent such proceeds are payable to
the mortgagee under the Mortgage, a Servicer or the trustee under
the deed of trust and are not applied
to the restoration of the related Mortgaged Property (or the
related Underlying Mortgaged Property, in
the case of a Co-op Loan) or released either to the Mortgagor or to
the holder of a senior lien on the
related Mortgaged Property (or the related Underlying Mortgaged
Property in the case of a Co-op Loan) in
accordance with the procedures that the applicable Servicer would
follow in servicing mortgage loans
held for its own account, in each case other than any amount
included in such Insurance Proceeds in
respect of Insured Expenses.
Insured Expenses:
Expenses covered by an Insurance Policy or any other insurance
policy with
respect to a Mortgage Loan or the related Mortgaged Property (or
the related Underlying Mortgaged
Property, in the case of a Co-op Loan).
Interest Carry Forward Amount: Any of the Class A-1 Interest Carry
Forward Amount, the Class
A-2 Interest Carry Forward Amount, the Class A-3 Interest Carry
Forward Amount, the Class M-1 Interest
Carry Forward Amount, the Class M-2 Interest Carry Forward Amount,
the Class M-3 Interest Carry Forward
Amount, the Class M-4 Interest Carry Forward Amount, the Class B-1
Interest Carry Forward Amount, the
Class B-2 Interest Carry Forward Amount or the Class X Interest
Carry Forward Amount, as the case may be.
Interest Determination Date:
With respect to the Certificates, (i) for any Accrual Period
other than the first Accrual Period, the second LIBOR Business Day
preceding the commencement of such
Accrual Period and (ii) for the first Accrual Period, December 21,
2006.
Interest Funds:
With respect to any Distribution Date, the sum, without
duplication, of (1)
all scheduled interest due during the related Due Period and
received before the related Servicer
Remittance Date or advanced on or before the related Servicer
Remittance Date less the Servicing Fee and
the Lender Paid Mortgage Insurance Premium, (2) all Advances
relating to interest with respect to the
Mortgage Loans and such Distribution Date, (3) all Compensating
Interest with respect to the Mortgage
Loans and such Distribution Date, (4) Liquidation Proceeds with
respect to the Mortgage Loans (to the
extent such Liquidation Proceeds relate to interest) collected
during the related Prepayment Period and
(5) all proceeds of any purchase pursuant to Section 2.02 or 2.03
during the related Prepayment Period
or pursuant to Section 9.01 not later than the related
Determination Date (to the extent that such
proceeds relate to interest) less the Servicing Fee, less (A) all
Non-Recoverable Advances relating to
interest and (B) other amounts reimbursable to the Servicers and
the Trustee pursuant to this Agreement.
Latest Possible Maturity Date:
The latest maturity date for any Mortgage Loan in the Trust
Fund plus one year.
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Lender Paid Mortgage Insurance Premium:
With respect to each Distribution Date and to those
Mortgage Loans serviced by National City to which it applies, a
monthly fee paid from interest collected
with respect to such Mortgage Loan generally equal to the product
of (a) the Lender Paid Mortgage
Insurance Premium Rate and (b) the Stated Principal Balance of such
Mortgage Loan.
Lender Paid Mortgage Insurance Premium Rate:
A fee for lender paid mortgage insurance,
expressed as a percentage rate of the Stated Principal Balance of
those Mortgage Loans to which it
applies.
LIBOR Business Day:
Any day on which banks in the City of London, England and New York
City,
U.S.A. are open and conducting transactions in foreign currency and
exchange.
Liquidated Loan:
With respect to any Distribution Date, a defaulted Mortgage Loan
that either
(a) pursuant to Section 3.12 has been realized upon or liquidated
through deed-in-lieu of foreclosure,
foreclosure sale, trustee's sale or other realization as provided
by applicable law governing the real
property subject to the related Mortgage and any security
agreements and as to which the applicable
Servicer has certified (in accordance with Section 3.12) in the
related Prepayment Period that it has
received all amounts it expects to receive in connection with such
liquidation or (b) as to which is not
a first lien Mortgage Loan and
is delinquent 180 days or longer, the applicable Servicer has
certified
in a certificate of an officer of the Servicer delivered to the
Depositor and the Trustee that it does
not believe that there is a reasonable likelihood that any further
net proceeds will be received or
recovered with respect to such Mortgage Loan.
Liquidation Proceeds:
Amounts, including Condemnation Proceeds
and Insurance Proceeds
received in connection with the partial or complete liquidation of
a Mortgage Loan, whether through
trustee's sale, foreclosure sale, sale by the applicable Servicer
pursuant to this Agreement or
otherwise or amounts received in connection with any condemnation
or partial release of a Mortgaged
Property and any other proceeds received in connection with the
final sale of a related REO Property,
less the sum of related unreimbursed Advances, Servicing Fees,
Servicing Advances and any other expenses
related to such Mortgage Loan.
Loan-to-Value Ratio:
With respect to any Mortgage Loan, the fraction, expressed as a
percentage, the numerator of which is the original principal
balance of the related Mortgage Loan and
the denominator of which is the lesser of (X) the Appraised Value
of the related Mortgaged Property (or
applicable dwelling unit, in the case of a Co-op Loan) and (Y) the
sales price of the related Mortgaged
Property (or applicable dwelling unit, in the case of a Co-op Loan)
at the time of origination.
Losses:
Any losses, claims, damages, liabilities or expenses collectively.
Marker Rate:
With respect to the Class X
Certificates
or REMIC III
Regular
Interest X-IO and
any Distribution
Date, in relation to the REMIC II Regular
Interests LT1, LT2, LT3, and LT4, a per annum
rate equal to two (2) times the weighted average of the
Uncertificated
REMIC II
Pass-Through
Rates for
REMIC II Regular Interest LT2 and REMIC II Regular Interest LT3.
Maturity Date:
With respect to each Class of Certificates representing ownership
of regular
interests or Uncertificated Regular Interest issued by each of
REMIC I, REMIC II and REMIC III the
latest possible maturity date, solely for purposes of Section
1.860G-1(a)(4)(iii) of the Treasury
Regulations, by which the Certificate Principal Balance of each
such Class of Certificates representing
a regular interest in the Trust Fund would be reduced to zero,
which is, for each such regular interest,
February 25, 2037, which is the Distribution Date occurring in the
month following the last scheduled
monthly payment of the Mortgage Loans.
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Maximum Mortgage Rate:
With respect to each Adjustable Rate Mortgage Loan, the maximum
rate of
interest set forth as such in the related Mortgage Note and with
respect to each Fixed Rate Mortgage
Loan, the rate of interest set forth in the related Mortgage Note.
MERS:
Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing
under the laws of the State of Delaware, or any successor thereto.
MERS Loan:
Any Mortgage Loan registered with MERS on the MERS System.
MERS System:
The system of recording transfers of mortgage electronically
maintained by MERS.
MIN:
The loan number for any MERS Loan.
Minimum Mortgage Rate:
With respect to each Adjustable Rate Mortgage Loan, the minimum
rate of
interest set forth as such in the related Mortgage Note.
MOM Loan:
Any Mortgage Loan as to which MERS is acting as mortgagee, solely
as nominee for the
originator of such Mortgage Loan and its successors and assigns.
Monthly Statement:
The statement, substantially in the form of Exhibit Q hereto,
delivered to
the Certificateholders pursuant to Section 4.05.
Moody's:
Moody's Investors Service, Inc. or any successor in interest.
Mortgage:
With respect to a Mortgage Loan that is not a Co-op Loan, the
mortgage, deed of
trust or other instrument with all riders attached thereto creating
a first lien or a first priority
ownership interest in an estate in fee simple in real property
securing a Mortgage Note.
With respect
to a Co-op Loan, the security agreement with all riders attached
thereto creating a security interest in
the stock allocated to a dwelling unit in a residential cooperative
housing corporation and pledged to
secure such Co-op Loan and the related Co-op Lease.
Mortgage File:
The mortgage documents listed in Section 2.01 hereof pertaining to
a particular
Mortgage Loan and any additional documents delivered to the
Custodian to be added to the Mortgage File
pursuant to this Agreement.
Mortgage Loans:
Such of the mortgage loans transferred and assigned to the Trustee
pursuant to
the provisions hereof as from time to time are held as a part of
the Trust Fund (including any REO
Properties), the mortgage loans so held being identified in the
Mortgage Loan Schedule, notwithstanding
foreclosure or other acquisition of title of the related Mortgaged
Property.
Any mortgage loan that was
intended by the parties hereto to be transferred to the Trust Fund
as indicated by such Mortgage Loan
Schedule which is in fact not so transferred for any reason shall
continue to be a Mortgage Loan
hereunder until the Purchase Price with respect thereto has been
paid to the Trust Fund.
Mortgage Loan Schedule:
The list of Mortgage Loans (as from time to time amended by the
Servicers to reflect the deletion of Deleted Mortgage Loans and the
addition of Replacement Mortgage
Loans pursuant to the provisions of this Agreement based on
information provided to the Servicers)
transferred to the Custodian as part of the Trust Fund and from
time to time subject to this Agreement,
attached hereto as Exhibit B, setting forth the following
information with respect to each Mortgage Loan:
(i)
the loan number;
27
(ii)
borrower name and address;
(iii)
the unpaid principal balance of the Mortgage Loans;
(iv)
the Initial Mortgage Rate;
(v)
the original maturity date and the months remaining before maturity
date;
(vi)
the original principal balance;
(vii)
the Cut-off Date Principal Balance;
(viii)
the first payment due date of the Mortgage Loan;
(ix)
the Loan-to-Value Ratio at origination with respect to a Mortgage
Loan;
(x)
a code indicating whether the residential dwelling at the time of
origination was represented
to be owner-occupied;
(xi)
a code indicating the property type;
(xii)
with respect to each Adjustable Rate Mortgage Loan;
(A)
the frequency of each Adjustment Date;
(B)
the next Adjustment Date;
(C)
the Maximum Mortgage Rate;
(D)
the Minimum Mortgage Rate;
(E)
the Mortgage Rate as of the Cut-off Date;
(F)
the related Periodic Rate Cap;
(G)
the Gross Margin;
(H)
the lifetime rate cap;
(xiii)
location of the related Mortgaged Property (or Underlying Mortgaged
Property, in the case of a
Co-op Loan);
(xiv)
a code indicating whether a Prepayment Charge is applicable and, if
so the term of such
Prepayment Charge;
(xv)
the Credit Score and date obtained; and
(xvi)
the MIN.
Mortgage Note:
The original executed note or other evidence of indebtedness
evidencing the
indebtedness of a Mortgagor under a Mortgage Loan and all
amendments, modifications and attachments
thereto with all riders attached thereto.
28
Mortgage Pool:
The aggregate of the Mortgage Loans identified in the Mortgage Loan
Schedule.
Mortgaged Property:
The underlying property securing a Mortgage Loan.
Mortgage Rate:
The annual rate of interest borne by a Mortgage Note from time to
time.
Mortgagor:
The obligor on a Mortgage Note.
National City:
National City Mortgage Co., or any successor in interest.
National City Mortgage Loans:
The Mortgage Loans serviced by National City.
Net Mortgage Rate:
As to each Mortgage Loan, and at any time, the per annum rate equal
to the
then current Mortgage Rate less the Servicing Fee Rate, the Trustee
Fee Rate and the Lender Paid
Mortgage Insurance Premium Rate.
Net Rate:
With respect to any Distribution Date, the product of (x) the
weighted average Net
Mortgage Rate for the Mortgage Loans calculated based on the
respective Net Mortgage Rates and the
Stated Principal Balances of such Mortgage Loans as of the
preceding Distribution Date (or, in the case
of the first Distribution Date, as of the Cut-off Date) and (y) a
fraction, the numerator of which is 30
and the denominator of which is the actual number of days in the
related Accrual Period.
Net Swap Payment:
With respect to any Distribution Date, the net amount of the Fixed
Swap
Payment that the Supplemental Interest Trust is obligated to pay to
the Swap Counterparty and the
Floating Swap Payment that the Swap Counterparty is obligated to
pay to the Supplemental Interest Trust
on the Scheduled Payment Date (as defined in the Swap Agreement).
Non-Recoverable Advance:
Any portion of an Advance previously made or proposed to be made by
the applicable Servicer that, in the good faith judgment of the
Servicer, will not or, in the case of a
current delinquency, would not, be ultimately recoverable by the
Servicer from the related Mortgagor,
related Liquidation Proceeds or otherwise with respect to the
related Mortgage Loan.
Non-Recoverable Servicing Advance: Any portion of a Servicing
Advance previously made or
proposed to be made by the applicable Servicer that, in the good
faith judgment of the Servicer, will
not or, in the case of a current Servicing Advance, would not, be
ultimately recoverable by the Servicer
from the related Mortgagor, related Liquidation Proceeds or
otherwise with respect to the related
Mortgage Loan.
Non-Supported Interest Shortfall:
As defined in Section 4.02.
Offered Certificates:
The Class A-1, Class A-2, Class A-3, Class M-1, Class M-2, Class
M-3,
Class M-4, Class B-1 and Class B-2 Certificates.
Officer's Certificate:
A certificate (1) signed by the Chairman of the Board, the Vice
Chairman of the Board, the President, a vice president (however
denominated), an Assistant Vice
President, the Treasurer, the Secretary, or one of the assistant
treasurers or assistant secretaries of
the Depositor, a Servicer or the Trustee (or any other officer
customarily performing functions similar
to those performed by any of the above designated officers and also
to whom, with respect to a
particular matter, such matter is referred because of such
officer's knowledge of and familiarity with a
particular subject) or (2), if provided for in this Agreement,
signed by a Servicing Officer, as the
case may be, and delivered to the Depositor, the Servicers or the
Trustee, as the case may be, as
required by this Agreement.
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One-Month LIBOR:
With respect to any Accrual Period, the rate determined by the
Trustee on the
related Interest Determination Date on the basis of (a) the offered
rates for one-month United States
dollar deposits, as such rates appear on Telerate page 3750, as of
11:00 a.m. (London time) on such
Interest Determination Date or (b) if such rate does not appear on
Telerate Page 3750 as of 11:00 a.m.
(London time), the offered rates of the Reference Banks for
one-month United States dollar deposits, as
such rates appear on the Reuters Screen LIBO Page, as of 11:00 a.m.
(London time) on such Interest
Determination Date.
If One-Month LIBOR is determined pursuant to clause (b) above, on
each Interest
Determination Date, One-Month LIBOR for the related Accrual Period
will be established by the Trustee as
follows:
(i)
If on such Interest Determination Date two or more Reference Banks
provide such offered
quotations, One-Month LIBOR for the related Accrual Period shall be
the
arithmetic mean of such offered quotations (rounded upwards if
necessary to
the nearest whole multiple of 0.03125%).
(ii)
If on such Interest Determination Date fewer than two Reference
Banks provide such offered
quotations, One-Month LIBOR for the related Accrual Period shall be
the higher
of (i) One-Month LIBOR as determined on the previous Interest
Determination
Date and (ii) the Reserve Interest Rate.
Opinion of Counsel:
A written opinion of counsel, who may be counsel for the Depositor,
a
Servicer or the Trustee, reasonably acceptable to each addressee of
such opinion; provided, however,
that with respect to Section 6.04 or 10.01, or the interpretation
or application of the REMIC Provisions
(unless otherwise stated in such Opinion of Counsel), such counsel
must (1) in fact be independent of
the Depositor, the Servicers or the Trustee, (2) not have any
direct financial interest in the
Depositor, the Servicers or the Trustee or in any affiliate of any
such party and (3) not be connected
with the Depositor, the Servicers or the Trustee as an officer,
employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
Optional Termination:
The termination of the Trust Fund hereunder pursuant to clause (b)
of
Section 9.01 hereof.
Optional Termination Amount:
The amount received by the Trustee in connection with any
purchase of all of the Mortgage Loans and REO Properties pursuant
to Section 9.01(b).
Optional Termination Date:
The first Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is equal to or less than 10% of the
aggregate Stated Principal Balance of
the Mortgage Loans as of the Cut-off Date.
Optional Termination Price:
On any date after the Optional Termination Date, an amount equal
to the sum of (A) the aggregate Stated Principal Balance of the
related Mortgage Loans (or if such
Mortgage Loan is an REO Property, the fair market value of such REO
Property), plus accrued interest
thereon through the Due Date preceding distribution of the
proceeds, (B) any unreimbursed out-of-pocket
costs and expenses owed to the Trustee or the Servicer of such
Mortgage Loans and all unreimbursed
Advances and Servicing Advances with respect to such Mortgage
Loans, (C) any unreimbursed costs,
penalties and/or damages incurred by the Trust Fund in connection
with any violation relating to any of
such Mortgage Loans of any predatory or abusive lending law and (D)
any Swap Termination Payment owed to
the Swap Counterparty.
OTS:
The Office of Thrift Supervision.
30
Outstanding:
With respect to the Certificates as of any date of determination,
all
Certificates theretofore executed and authenticated under this
Agreement except: (1) Certificates
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation; and (2) Certificates
in exchange for which or in lieu of which other Certificates have
been executed by the Trustee and
delivered by the Trustee pursuant to this Agreement.
Outstanding Mortgage Loan:
As of any Distribution Date, a Mortgage Loan with a Stated
Principal Balance greater than zero that was not the subject of a
Principal Prepayment in full, and that
did not become a Liquidated Loan, prior to the end of the related
Due Period.
Overcollateralization Amount:
As of any date of determination, the excess of (1) the Stated
Principal Balance of the Mortgage Loans over (2) the aggregate
Certificate Principal Balance of the
Offered Certificates.
Overcollateralization Floor:
0.50% of the aggregate principal balance of the Mortgage Loans as
of the Cut-off Date.
Overcollateralization Reduction Amount:
For any Distribution Date on which the
Overcollateralization Amount is, or would be, assuming that 100% of
Principal Funds are applied to
reduce the Certificate Principal Balance of the Certificates on
that Distribution Date, greater than the
Overcollateralization Target Amount for that Distribution Date, the
lesser of (i) such excess, and (ii)
Principal Funds for that Distribution Date.
Overcollateralization Target Amount:
(i) For any Distribution Date prior to the Stepdown Date,
0.65% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date, and (ii)
for any Distribution Date on or after the Stepdown Date, the
greater of (1) the lesser of (a) 0.65% of
the aggregate principal balance of the Mortgage Loans as of the
Cut-off Date, and (b) 1.30% of the
Stated Principal Balance of the Mortgage Loans and (2) the
Overcollateralization Floor; provided,
however, in either case, for any Distribution Date on which a
Stepdown Trigger Event is in effect, an
amount equal to the Overcollateralization Target Amount for the
immediately preceding Distribution Date.
Ownership Interest:
As to any Certificate, any ownership interest in such Certificate
including any interest in such Certificate as the Holder thereof
and any other interest therein, whether
direct or indirect, legal or beneficial.
Pass-Through Rate:
With respect to any Class of Certificates, the corresponding
Pass-Through
Rate for such Class of Certificates.
PCAOB:
The Public Company Accounting Oversight Board.
Percentage Interest:
With respect to:
(i)
any Class, the percentage interest in the undivided beneficial
ownership interest evidenced by
such Class which shall be equal to the Certificate Principal
Balance of such
Class divided by the aggregate Certificate Principal Balance of all
Classes;
and
(ii)
any Certificate, the Percentage Interest evidenced thereby of the
related Class shall equal the
percentage obtained by dividing the Denomination of such
Certificate by the
aggregate of the Denominations of all Certificates of such Class;
except that
31
in the case of any Class P Certificates, the Percentage Interest
with respect
to such Certificate shown on the face of such Certificate.
Periodic Rate Cap:
As to each Adjustable Rate Mortgage Loan and the related Mortgage
Note, the
provision therein that limits permissible increases and decreases
in the Mortgage Rate on any Adjustment
Date.
Permitted Activities:
The primary activities of the Trust Fund created pursuant to this
Agreement which shall be:
(i)
holding Mortgage Loans transferred from the Depositor and other
assets of the Trust Fund,
including any credit enhancement and passive derivative financial
instruments
that pertain to beneficial interests issued or sold to parties
other than the
Depositor, its Affiliates, or its agents;
(ii)
issuing Certificates and other interests in the assets of the Trust
Fund;
(iii)
receiving collections on the Mortgage Loans and making payments on
such Certificates and
interests in accordance with the terms of this Agreement; and
(iv)
engaging in other activities that are necessary or incidental to
accomplish these limited
purposes, which activities cannot be contrary to the status of the
Trust Fund
as a qualified special purpose entity under existing accounting
literature.
The primary activities of the Supplement Interest Trust created
pursuant to this Agreement
which shall be:
(i)
holding the Swap Agreement;
(ii)
receiving collections or making payments with respect to the Swap
Agreement;
and
(iii)
engaging in other activities that are necessary or incidental to
accomplish
these limited purposes, which activities cannot be contrary to the
status of the
Supplement Interest Trust as a qualified special purpose entity
under existing
accounting literature.
Permitted Investments:
At any time, any one or more of the following obligations and
securities:
(i)
obligations of the United States or any agency thereof, provided
such obligations are backed by
the full faith and credit of the United States;
(ii)
general obligations of or obligations guaranteed by any state of
the United States or the
District of Columbia receiving the highest long-term debt rating of
each
Rating Agency rating the Certificates;
(iii)
commercial or finance company paper, other than commercial or
finance company paper issued by
the Depositor, the Trustee or any of its Affiliates, which is then
receiving
the highest commercial or finance company paper rating of each such
Rating
Agency;
32
(iv)
certificates of deposit, demand or time deposits, or bankers'
acceptances (other than banker's
acceptances issued by the Trustee or any of its Affiliates) issued
by any
depository institution or trust company incorporated under the laws
of the
United States or of any state thereof and subject to supervision
and
examination by federal and/or state banking authorities, provided
that the
commercial paper and/or long term unsecured debt obligations of
such
depository institution or trust company are then rated one of the
two highest
long-term and the highest short-term ratings of each such Rating
Agency for
such securities;
(v)
demand or time deposits or certificates of deposit issued by any
bank or trust company or
savings institution to the extent that such deposits are fully
insured by the
FDIC;
(vi)
guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation
rated in the two highest long-term or the highest short-term
ratings of each
Rating Agency containing, at the time of the issuance of such
agreements, such
terms and conditions as will not result in the downgrading or
withdrawal of
the rating then assigned to the Certificates by any such Rating
Agency as
evidenced by a letter from each Rating Agency;
(vii)
repurchase obligations with respect to any security described in
clauses (i) and (ii) above, in
either case entered into with a depository institution or trust
company
(acting as principal) described in clause (v) above;
(viii)
securities (other than stripped bonds, stripped coupons or
instruments sold at a purchase price
in excess of 115% of the face amount thereof) bearing interest or
sold at a
discount issued by any corporation, other than the Trustee or any
of its
Affiliates, incorporated under the laws of the United States or any
state
thereof which, at the time of such investment, have one of the two
highest
long term ratings of each Rating Agency;
(ix)
interests in any money market fund (including those managed or
advised by the Trustee or its
affiliates) which at the date of acquisition of the interests in
such fund and
throughout the time such interests are held in such fund has the
highest
applicable long term rating by each Rating Agency rating such fund;
and
(x)
short term investment funds sponsored by any trust company or
national banking association
incorporated under the laws of the United States or any state
thereof,
including those sponsored by the Trustee or any of its Affiliates,
which on
the date of acquisition has been rated by each such Rating Agency
in their
respective highest applicable rating category;
provided, that no such instrument shall be a Permitted Investment
if such instrument (i) evidences the
right to receive interest only payments with respect to the
obligations underlying such instrument, (ii)
is purchased at a premium or above par or (iii) is purchased at a
deep discount; provided, further, that
no such instrument shall be a Permitted Investment (A) if such
instrument evidences principal and
interest payments derived from obligations underlying such
instrument and the interest payments with
respect to such instrument provide a yield to maturity of greater
than 120% of the yield to maturity at
par of such underlying obligations, or (B) if it may be redeemed at
a price below the purchase price
(the foregoing clause (B) not to apply to investments in units of
money market funds pursuant to clause
(ix) above); and provided, further, (I) that no amount beneficially
owned by any REMIC (including,
33
without limitation, any amounts collected by the Servicers but not
yet deposited in the Servicer
Collection Accounts) may be invested in investments (other than
money market funds) treated as equity
interests for Federal income tax purposes, unless the applicable
Servicer shall receive an Opinion of
Counsel, at the expense of the party requesting that such
investment be made, to the effect that such
investment will not adversely affect the status of the any REMIC
provided for herein as a REMIC under
the Code or result in imposition of a tax on the Trust Fund or any
REMIC provided for herein and (II)
each such investment must be a "permitted investment" within the
meaning of Section 860G(a)(5) of the
Code.
Permitted Investments that are subject to prepayment or call may
not be purchased at a price in
excess of par.
Each of the Permitted Investments may be purchased by the Trustee
or through an
Affiliate of the Trustee.
Permitted Transferee:
Any Person other than (i) the United States, any State or political
subdivision thereof, or any agency or instrumentality of any of the
foregoing, (ii) a foreign
government, International Organization or any agency or
instrumentality of either of the foregoing,
(iii) an organization (except certain farmers' cooperatives
described in Section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the
tax imposed by Section 511 of the
Code on unrelated business taxable income) on any excess inclusions
(as defined in Section 860E(c)(1) of
the Code) with respect to the Class R Certificate, (iv) rural
electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code, (v) any
organization delivered as a "disqualified
organization" under Section 860E(e)(5) of the Code and (vi) a
Person that is not a citizen or resident
of the United States, a corporation or partnership (or other entity
treated as a corporation or
partnership for United States federal income tax purposes) created
or organized in or under the laws of
the United States or any State thereof or the District of Columbia
or an estate whose income from
sources without the United States is includable in gross income for
United States federal income tax
purposes regardless of its connection with the conduct of a trade
or business within the United States,
or a trust if a court within the United States is able to exercise
primary supervision over the
administration of the trust and one or more United States persons
have authority to control all
substantial decisions of the trust, unless, in the case of this
clause (v), such Person has furnished
the transferor and the Trustee with a duly completed Internal
Revenue Service Form W-8ECI or applicable
successor form.
The terms "United States," "State" and "International Organization"
shall have the
meanings set forth in Section 7701 of the Code.
A corporation will not be treated as an instrumentality
of the United States or of any State thereof for these purposes if
all of its activities are subject to
tax and, with the exception of the Freddie Mac, a majority of its
board of directors is not selected by
such government unit.
Person:
Any individual, corporation, partnership, limited liability
company, joint venture,
association, joint-stock company, trust, unincorporated
organization or government, or any agency or
political subdivision thereof.
Pool Stated Principal Balance:
As to any Distribution Date, the aggregate of the Stated
Principal Balances, as of such Distribution Date, of the Mortgage
Loans that were Outstanding Mortgage
Loans as of such date.
Prepayment Assumption:
A rate or rates of prepayment, as described in the Prospectus
Supplement in the definition of "Modeling Assumptions," relating to
the Offered Certificates.
Prepayment Charges:
Any prepayment fees, premiums or charges to be paid by the
Mortgagor on a
Mortgage Loan pursuant to the terms of the related Mortgage Note or
Mortgage, as applicable, as
identified on the Mortgage Loan Schedule.
Prepayment Interest Excesses:
With respect to any Servicer Remittance Date, for each Mortgage
Loan that was the subject of a Principal Prepayment in full during
the portion of the related Prepayment
Period occurring between the first day of the calendar month in
which such Servicer Remittance Date
34
occurs and the last day of the related Prepayment Period, an amount
equal to interest (to the extent
received) at the applicable Net Mortgage Rate on the amount of such
Principal Prepayment for the number
of days commencing on the first day of the calendar month in which
such Servicer Remittance Date occurs
and ending on the date on which such Principal Prepayment is so
applied.
Prepayment Interest Shortfall:
With respect to any Distribution Date, the sum of, for each
Mortgage Loan that was, during the portion of the related
Prepayment Period from the first day of such
Prepayment Period through the last day of the month preceding the
month in which such Distribution Date
occurs, the subject of a Principal Prepayment that was not
accompanied by an amount equal to one month
of interest that would have been due on such Mortgage Loan on the
related Due Date and that was applied
by the applicable Servicer to reduce the outstanding principal
balance of such Mortgage Loan on a date
preceding such Due Date, an amount equal to the product of (a) the
Net Mortgage Rate for such Mortgage
Loan, (b) the amount of the Principal Prepayment for such Mortgage
Loan, (c) 1/360 and (d) the number of
days commencing on the date on which such Principal Prepayment was
applied and ending on the last day of
the calendar month in which the related Prepayment Period began.
Prepayment Period:
(A) with respect to any Distribution Date and the Wells Fargo
Mortgage
Loans, (i) with respect to Principal Prepayments in full and
involuntary Principal Prepayments, the
period from and including the 14th day of the calendar month
immediately preceding the month in which
such Distribution Date occurs to and including the 13th day of the
calendar month in which such
Distribution Date occurs; provided, however, that the initial
Prepayment Period shall be the period from
and including the Cut-off Date to and including January 13, 2007,
and (ii) with respect to voluntary
Principal Prepayments in part, the calendar month preceding the
month in which such Distribution Date
occurs, and (B) with respect to any Distribution Date and the
National City Mortgage Loans, with respect
to Principal Prepayments in full and Principal Prepayments in part,
the calendar month preceding the
month in which such Distribution Date occurs.
Principal Distribution Amount:
With respect to each Distribution Date, the sum of (i) the
Principal Funds for such Distribution Date and (ii) any Extra
Principal Distribution Amount for such
Distribution Date minus any Overcollateralization Reduction Amount
for that Distribution Date.
Principal Funds:
With respect to the Mortgage Loans and any Distribution Date, the
sum,
without duplication, of (1) all scheduled principal due during the
related Due Period and received
before the related Servicer Remittance Date or advanced on or
before the related Servicer Remittance
Date, (2) Principal Prepayments collected in the related Prepayment
Period, (3) the Stated Principal
Balance of each Mortgage Loan that was purchased by the Depositor
or a Servicer during the related
Prepayment Period or, in the case of a purchase pursuant to Section
9.01, on any Business Day prior to
such Distribution Date, (4) the amount, if any, by which the
aggregate unpaid principal balance of any
Replacement Mortgage Loan is less than the aggregate unpaid
principal of the related Deleted Mortgage
Loans delivered by the applicable Seller in connection with a
substitution of a Mortgage Loan pursuant
to the Sale Agreement, (5) all Liquidation Proceeds collected
during the related Prepayment Period (to
the extent such Liquidation Proceeds relate to principal), (6) all
Subsequent Recoveries received during
the related Due Period and (7) all other collections and recoveries
in respect of principal during the
related Prepayment Period less (A) all Non-Recoverable Advances
relating to principal with respect to
the Mortgage Loans and (B) other amounts reimbursable to a Servicer
and the Trustee pursuant to this
Agreement and allocable to principal.
Principal Prepayment:
Any Mortgagor payment or other recovery of (or proceeds with
respect to)
principal on a Mortgage Loan (including Mortgage Loans purchased or
repurchased under Sections 2.02,
2.03, 3.12 and 9.01 hereof) that is received or recovered in
advance of its scheduled Due Date and is
not accompanied by an amount as to interest representing scheduled
interest due on any date or dates in
35
any month or months subsequent to the month of prepayment.
Partial Principal Prepayments shall be
applied by the applicable Servicer in accordance with the terms of
the related Mortgage Note.
Prospectus Supplement:
The Prospectus Supplement dated December 19, 2006 relating to the
public offering of the Offered Certificates.
PUD:
A Planned Unit Development.
Purchase Price:
With respect to any Mortgage Loan repurchased by a Seller pursuant
to the
applicable Sale Agreement, the Repurchase Price as defined in such
Sale Agreement.
With respect to any
Mortgage Loan required to be purchased by a Servicer pursuant to
Section 3.12(c) hereof, an amount equal
to the sum of (i) 100% of the unpaid principal balance of the
Mortgage Loan as of the date of such
purchase together with any unreimbursed Servicing Advances, (ii)
accrued interest on such unpaid
principal balance at the applicable Mortgage Rate from (a) the date
through which interest was last paid
by the Mortgagor to (b) the Due Date in the month in which the
Purchase Price is to be distributed to
Certificateholders and (iii) any unreimbursed costs, penalties
and/or damages incurred by the Trust Fund
(or the Trustee on behalf of the Trust Fund) in connection with any
violation relating to such Mortgage
Loan of any predatory or abusive lending law.
With respect to any REO Property purchased by a Servicer
pursuant to Section 3.12(c) hereof, an amount equal to the fair
market value of such REO Property, as
determined in good faith by the applicable Servicer.
Rating Agency:
S&P or Moody's.
If any such organization or its successor is no longer in
existence, "Rating Agency" shall be a nationally recognized
statistical rating organization, or other
comparable Person, designated by the Depositor, notice of which
designation shall be given to the
Trustee.
References herein to a given rating category of a Rating Agency
shall mean such rating
category without giving effect to any modifiers.
Rating Agency Condition:
With respect to any action to which a Rating Agency Condition
applies, that each Rating Agency shall have been given ten days (or
such shorter period as is acceptable
to each rating agency) prior notice of that action and that S&P
shall have notified the Trustee, the
Servicers, the Depositor and the Trust in writing that such action
will not result in a reduction,
qualification or withdrawal of the then current rating of the
certificates that it maintains.
Realized Loss:
With respect to (1) a Liquidated Loan, the amount, if any, by which
the Stated
Principal Balance and accrued interest thereon at the Net Mortgage
Rate exceeds the amount actually
recovered by the applicable Servicer with respect thereto (net of
reimbursement of Advances and
Servicing Advances) at the time such Mortgage Loan became a
Liquidated Loan or (2) a Mortgage Loan which
is not a Liquidated Loan, any amount of principal that the
Mortgagor is no longer legally required to
pay (except for the extinguishment of debt that results from the
exercise of remedies due to default by
the Mortgagor).
Record Date:
With respect to any Distribution Date, the close of business on the
Business Day
immediately preceding the Distribution Date.
Reference Banks:
Barclays Bank PLC, JPMorgan Chase Bank, N.A., Citibank, N.A., Wells
Fargo
Bank, N.A. and NatWest, N.A.; provided that if any of the foregoing
banks are not suitable to serve as a
Reference Bank, then any leading banks selected by the Trustee
which are engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i)
with an established place of business
in London, England, (ii) whose quotations appear on the Reuters
Screen LIBO Page on the relevant
Interest Determination Date and (iii) which have been designated as
such by the Trustee.
36
Regular Certificate:
Any one of the Offered Certificates.
Regular Interest:
Any one of the regular interests in the REMICs.
Regulation AB:
Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17
C.F.R.
§§229.1100 - 229.1123, as such may be amended from time
to time, and subject to such clarification and
interpretation as have been provided by the Commission in the
adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Red. Reg. 1,506, 1,531 (Jan.
7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff
from time to time.
Relevant Servicing Criteria:
The Servicing Criteria applicable to the various parties, as set
forth on Exhibit O attached hereto.
For clarification purposes, multiple parties can have
responsibility for the same Relevant Servicing Criteria.
With respect to a Servicing Function
Participant engaged by either Servicer or the Trustee, the term
"Relevant Servicing Criteria" may refer
to a part of the Relevant Servicing Criteria applicable to such
parties.
Relief Act:
The Servicemembers Civil Relief Act or any similar state or local
law.
Relief Act Shortfall:
With respect to any Distribution Date and any Mortgage Loan, any
reduction in the amount of interest or principal collectible on
such Mortgage Loan for the most recently
ended calendar month as a result of the application of the Relief
Act.
REMIC:
A "real estate mortgage investment conduit" within the meaning of
section 860D of the
Code.
As used herein, the term "REMIC" shall mean REMIC I, REMIC II or
REMIC III.
REMIC Administrator: U.S. Bank National Association.
If U.S. Bank National Association is
found by a court of competent jurisdiction to no longer be able to
fulfill its obligations as REMIC
Administrator under this Agreement, the Trustee shall appoint a
successor REMIC Administrator, subject
to assumption of the REMIC Administrator obligations under this
Agreement.
REMIC I: The segregated pool of assets subject hereto (exclusive of
the Supplemental Interest
Trust, the Swap Agreement and the X-AMB Swap Agreement),
constituting a portion of the primary trust
created hereby and to be administered hereunder, with respect to
which a separate REMIC election is to
be made, consisting of:
(i)
the Mortgage Loans and the related Mortgage Files;
(ii)
all payments on and collections in respect of the Mortgage Loans
due after the
Cut-off Date (other than monthly payments due in the month of the
Cut-off Date) as shall be on deposit
in the Servicer Collection Accounts or in the Certificate Account
and identified as belonging to the
Trust Fund;
(iii)
property which secured a Mortgage Loan and which has been acquired
for the
benefit of the Certificateholders by foreclosure or deed in lieu of
foreclosure;
(iv)
the hazard insurance policies and primary insurance policies
pertaining to the
Mortgage Loans, if any; and
(v)
all proceeds of clauses (i) through (iv) above.
37
REMIC I Available Distribution Amount:
For any Distribution Date, the amount of funds then
available in the Certificate Account increased by the amount of any
Net Swap Payment required to be made
to the Swap Counterparty.
REMIC I Distribution Amount:
For any Distribution Date, the REMIC I Available Distribution
Amount shall be distributed to REMIC II in respect of the REMIC I
Regular Interests and the Class R-I
Certificates in the following amounts and priority:
(a)
to REMIC I Regular Interest A-I and REMIC I Regular Interest I-1-A
through
I-80-B, pro rata, in an amount equal to (A) Uncertificated Accrued
Interest for such REMIC I Regular
Interests for such Distribution Date, plus (B) any amounts payable
in respect thereof remaining unpaid
from previous Distribution Dates; and
(b)
to the extent of amounts remaining after the distributions made
pursuant to
clause (a) above, payments of principal shall be allocated as
follows: first, to REMIC I Regular
Interest A-I until the Uncertificated Principal Balance of such
REMIC I Regular Interest is reduced to
zero and second, to the extent of any remaining amount, to REMIC I
Regular Interests I-1-A through
I-80-B starting with the lowest numerical denomination until the
Uncertificated Principal Balance of each
such REMIC I Regular Interest is reduced to zero, provided that,
for REMIC I Regular Interests with the
same numerical denomination, such payments of principal shall be
allocated pro rata between such REMIC I
Regular Interests.
REMIC I Interests:
The REMIC I Regular Interests and the Class R-I Certificates.
REMIC I Realized Losses:
All Realized Losses on the Mortgage Loans shall be allocated first,
on each Distribution Date, to REMIC I Regular Interest A-I until
such REMIC I Regular Interest has been
reduced to zero.
Second, Realized Losses shall be allocated to REMIC I Regular
Interest I-1-A through
REMIC I Regular Interest I-80-B, starting with the lowest numerical
denomination until such REMIC I
Regular Interest has been reduced to zero, provided that, for REMIC
I Regular Interests with the same
numerical denomination, such Realized Losses shall be allocated pro
rata between such REMIC I Regular
Interests.
REMIC I Regular Interest.
Any of the separate non-certificated beneficial ownership interests
in REMIC I issued hereunder and designated as a "regular interest"
in REMIC I. Each REMIC I Regular
Interest shall accrue interest at the related Uncertificated REMIC
I Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in the
Preliminary Statement hereto. The designations for the respective
REMIC I Regular Interests are set
forth in the Preliminary Statement hereto.
REMIC I Regular Interest A-I:
A regular interest in REMIC I that is held as an asset of
REMIC II, that has an initial principal balance equal to the
related Uncertificated Principal Balance,
that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other
terms as are described herein.
REMIC II:
The segregated pool of assets subject hereto, constituting a
portion of the primary
trust created hereby and to be administered hereunder, with respect
to which a separate REMIC election
is to be made, consisting of the REMIC I Regular Interests.
REMIC II Available Distribution Amount:
For any Distribution Date, the amount distributed from
REMIC I to REMIC II on such Distribution Date in respect of the
REMIC I Regular Interests.
38
REMIC II Distribution Amount:
For any Distribution Date, the REMIC II Available Distribution
Amount shall be distributed to REMIC III in respect of the REMIC II
Regular Interests and the Class R-II
Certificates in the following amounts and priority:
(a)
to REMIC II Regular Interest LT-IO, in an amount equal to (i)
Uncertificated
Accrued Interest for such REMIC II Regular Interest for such
Distribution Date, plus (ii) any amounts in
respect thereof remaining unpaid from previous Distribution Dates;
(b)
to the extent of amounts remaining after the distributions made
pursuant to
clause (a) above, to REMIC II Regular Interests LT1, LT2, LT3 and
LT4, pro rata, in an amount equal to
(i) their Uncertificated Accrued Interest for such Distribution
Date, plus (ii) any amounts in respect
thereof remaining unpaid from previous Distribution Dates; and
(c)
to the extent of amounts remaining after the distributions made
pursuant to
clauses (a) and (b) above:
(i)
to REMIC I Regular Interests LT2, LT3 and LT4,
their respective Principal Distribution Amounts;
(ii)
to REMIC I Regular Interest LT1 any remainder until
the Uncertificated Principal Balance thereof is reduced to zero;
(iii)
any remainder to REMIC II Regular Interests LT2,
LT3 and LT4, pro rata according to their respective Uncertificated
Principal
Balances as reduced by the distributions deemed made pursuant to
(i) above,
until their respective Uncertificated Principal Balances are
reduced to zero;
and
(d)
to the extent of amounts remaining after the distributions made
pursuant to
clauses (a) through (c) above:
(i)
first, to each of the REMIC II Regular Interests,
pro rata according to the amount of unreimbursed Realized Losses
allocable to
principal previously allocated to each such REMIC II Regular
Interest, the
aggregate amount of any distributions to the Certificates as
reimbursement of
such Realized Losses on such Distribution Date pursuant to clause
(ix) in
Section 4.02(c); provided, however, that any amounts distributed
pursuant to
this paragraph (d)(i) of this definition of "REMIC II Distribution
Amount"
shall not cause a reduction in the Uncertificated Principal
Balances of any of
the REMIC II Regular Interests; and
(ii)
second, to the Class R-II Certificates, any
remaining amount.
REMIC II Net WAC Rate:
With respect to any Distribution Date, a per annum rate equal to
the
weighted average of (x) with respect to REMIC I Regular Interests
ending with the designation "B," the
weighted average of the Uncertificated REMIC I Pass-Through Rates
for such REMIC I Regular Interests,
weighted on the basis of the Uncertificated Principal Balance of
such REMIC I Regular Interests for each
such Distribution Date, (y) with respect to REMIC I Regular
Interest A-I, the Uncertificated REMIC I
Pass-Through Rate for such REMIC I Regular Interest, and (z) with
respect to REMIC I Regular Interests
ending with the designation "A," for each Distribution Date listed
below, the weighted average of the
rates listed below for each such REMIC I Regular Interest listed
below, weighted on the basis of the
Uncertificated Principal Balance of each such REMIC I Regular
Interest for each such Distribution Date:
39
Distribution Date
REMIC I Regular Interest
Rate
___________________________________________________________________________________________________________________
1
I-1-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
2
I-2-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A
Uncertificated REMIC I Pass-Through Rate
3
I-3-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A and I-2-A
Uncertificated REMIC I Pass-Through Rate
4
I-4-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-3-A
Uncertificated REMIC I Pass-Through Rate
5
I-5-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-4-A
Uncertificated REMIC I Pass-Through Rate
6
I-6-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-5-A
Uncertificated REMIC I Pass-Through Rate
7
I-7-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-6-A
Uncertificated REMIC I Pass-Through Rate
8
I-8-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-7-A
Uncertificated REMIC I Pass-Through Rate
9
I-9-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-8-A
Uncertificated REMIC I Pass-Through Rate
10
I-10-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-9-A
Uncertificated REMIC I Pass-Through Rate
11
I-11-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-10-A
Uncertificated REMIC I Pass-Through Rate
12
I-12-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-11-A
Uncertificated REMIC I Pass-Through Rate
13
I-13-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-12-A
Uncertificated REMIC I Pass-Through Rate
14
I-14-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-13-A
Uncertificated REMIC I Pass-Through Rate
15
I-15-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-14-A
Uncertificated REMIC I Pass-Through Rate
16
I-16-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-15-A
Uncertificated REMIC I Pass-Through Rate
17
I-17-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-16-A
Uncertificated REMIC I Pass-Through Rate
18
I-18-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-17-A
Uncertificated REMIC I Pass-Through Rate
19
I-19-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
40
I-1-A through I-18-A
Uncertificated REMIC I Pass-Through Rate
20
I-20-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-19-A
Uncertificated REMIC I Pass-Through Rate
21
I-21-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-20-A
Uncertificated REMIC I Pass-Through Rate
22
I-22-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-21-A
Uncertificated REMIC I Pass-Through Rate
23
I-23-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-22-A
Uncertificated REMIC I Pass-Through Rate
24
I-24-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-23-A
Uncertificated REMIC I Pass-Through Rate
25
I-25-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-24-A
Uncertificated REMIC I Pass-Through Rate
26
I-26-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-25-A
Uncertificated REMIC I Pass-Through Rate
27
I-27-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-26-A
Uncertificated REMIC I Pass-Through Rate
28
I-28-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-27-A
Uncertificated REMIC I Pass-Through Rate
29
I-29-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-28-A
Uncertificated REMIC I Pass-Through Rate
30
I-30-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-29-A
Uncertificated REMIC I Pass-Through Rate
31
I-31-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-30-A
Uncertificated REMIC I Pass-Through Rate
32
I-32-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-31-A
Uncertificated REMIC I Pass-Through Rate
33
I-33-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-32-A
Uncertificated REMIC I Pass-Through Rate
34
I-34-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-33-A
Uncertificated REMIC I Pass-Through Rate
35
I-35-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-34-A
Uncertificated REMIC I Pass-Through Rate
36
I-36-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-35-A
Uncertificated REMIC I Pass-Through Rate
37
I-37-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-36-A
Uncertificated REMIC I Pass-Through Rate
38
I-38-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-37-A
Uncertificated REMIC I Pass-Through Rate
41
39
I-39-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-38-A
Uncertificated REMIC I Pass-Through Rate
40
I-40-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-39-A
Uncertificated REMIC I Pass-Through Rate
41
I-41-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-40-A
Uncertificated REMIC I Pass-Through Rate
42
I-42-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-41-A
Uncertificated REMIC I Pass-Through Rate
43
I-43-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-42-A
Uncertificated REMIC I Pass-Through Rate
44
I-44-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-43-A
Uncertificated REMIC I Pass-Through Rate
45
I-45-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-44-A
Uncertificated REMIC I Pass-Through Rate
46
I-46-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-45-A
Uncertificated REMIC I Pass-Through Rate
47
I-47-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-46-A
Uncertificated REMIC I Pass-Through Rate
48
I-48-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-47-A
Uncertificated REMIC I Pass-Through Rate
49
I-49-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-48-A
Uncertificated REMIC I Pass-Through Rate
50
I-50-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-49-A
Uncertificated REMIC I Pass-Through Rate
51
I-51-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-50-A
Uncertificated REMIC I Pass-Through Rate
52
I-52-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-51-A
Uncertificated REMIC I Pass-Through Rate
53
I-53-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-54-A
Uncertificated REMIC I Pass-Through Rate
54
I-54-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-53-A
Uncertificated REMIC I Pass-Through Rate
55
I-55-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-54-A
Uncertificated REMIC I Pass-Through Rate
56
I-56-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-55-A
Uncertificated REMIC I Pass-Through Rate
57
I-57-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-56-A
Uncertificated REMIC I Pass-Through Rate
58
I-58-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
42
I-1-A through I-57-A
Uncertificated REMIC I Pass-Through Rate
59
I-59-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-58-A
Uncertificated REMIC I Pass-Through Rate
60
I-60-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-59-A
Uncertificated REMIC I Pass-Through Rate
61
I-61-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-59-A
Uncertificated REMIC I Pass-Through Rate
62
I-62-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-61-A
Uncertificated REMIC I Pass-Through Rate
63
I-63-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-62-A
Uncertificated REMIC I Pass-Through Rate
64
I-64-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-63-A
Uncertificated REMIC I Pass-Through Rate
65
I-65-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-64-A
Uncertificated REMIC I Pass-Through Rate
66
I-66-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-65-A
Uncertificated REMIC I Pass-Through Rate
67
I-67-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-66-A
Uncertificated REMIC I Pass-Through Rate
68
I-68-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-67-A
Uncertificated REMIC I Pass-Through Rate
69
I-69-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-68-A
Uncertificated REMIC I Pass-Through Rate
70
I-70-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-69-A
Uncertificated REMIC I Pass-Through Rate
71
I-71-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-70-A
Uncertificated REMIC I Pass-Through Rate
72
I-72-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-71-A
Uncertificated REMIC I Pass-Through Rate
73
I-73-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-72-A
Uncertificated REMIC I Pass-Through Rate
74
I-74-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-73-A
Uncertificated REMIC I Pass-Through Rate
75
I-75-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-74-A
Uncertificated REMIC I Pass-Through Rate
76
I-76-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-75-A
Uncertificated REMIC I Pass-Through Rate
77
I-77-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-76-A
Uncertificated REMIC I Pass-Through Rate
43
78
I-78-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-77-A
Uncertificated REMIC I Pass-Through Rate
79
I-79-A through I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-78-A
Uncertificated REMIC I Pass-Through Rate
80
I-80-A
2 multiplied by Swap LIBOR, subject to a maximum rate of
Uncertificated REMIC I Pass-Through Rate
I-1-A through I-79-A
Uncertificated REMIC I Pass-Through Rate
Thereafter
I-1-A through I-80-A
Uncertificated REMIC I Pass-Through Rate
REMIC II Principal Reduction Amounts:
For any Distribution Date, the amounts by which the
principal balances of the REMIC II Regular Interests LT1, LT2, LT3
and LT4, respectively will be reduced
on such Distribution Date by the allocation of Realized Losses and
the distribution of principal,
determined as follows:
For purposes of the succeeding formulas the following symbols shall
have the meanings set forth
below:
Y1 =
the principal balance of the REMIC II Regular Interest LT1 after
distributions on the
prior Distribution Date.
Y2 =
the principal balance of the REMIC II Regular Interest LT2 after
distributions on the
prior Distribution Date.
Y3 =
the principal balance of the REMIC II Regular Interest LT3 after
distributions on the
prior Distribution Date.
Y4 =
the principal balance of the REMIC II Regular Interest LT4 after
distributions on the
prior Distribution Date (note:
Y3 = Y4).
(Δ)Y1 =
the REMIC II Regular Interest LT1 Principal Reduction Amount.
(Δ)Y2 =
the REMIC II Regular Interest LT2 Principal Reduction Amount.
(Δ)Y3 =
the REMIC II Regular Interest LT3 Principal Reduction Amount.
(Δ)Y4 =
the REMIC II Regular Interest LT4 Principal Reduction Amount.
P0 =
the aggregate principal balance of REMIC II Regular Interests LT1,
LT2, LT3 and LT4
after distributions and the allocation of Realized Losses on the
prior Distribution
Date.
P1 =
the aggregate principal balance of the REMIC II Regular Interests
LT1, LT2, LT3 and
LT4 after distributions and the allocation of Realized Losses to be
made on such
Distribution Date.
(Δ)P =
P0 - P1 = the aggregate of the REMIC II Regular Interests LT1, LT2,
LT3 and
LT4 Principal Reduction Amounts.
=
the aggregate of the principal portions of Realized Losses to be
allocated to, and the
principal distributions to be made on, the Certificates on such
Distribution Date
44
(including distributions of accrued and unpaid interest on the
Class X Certificates
for prior Distribution Dates).
R0 =
the REMIC II Net WAC Rate (stated as a monthly rate) after giving
effect to amounts
distributed and Realized Losses allocated on the prior Distribution
Date.
R1 =
the REMIC II Net WAC Rate (stated as a monthly rate) after giving
effect to amounts to
be distributed and Realized Losses to be allocated on such
Distribution Date.
(α) =
(Y2 + Y3)/P0.
The initial value of (α) on the Closing Date for use on the
first Distribution Date shall be 0.0001.
(γ)0 =
the lesser of (A) the sum for all Classes of Certificates other
than the
Class X Certificates and REMIC III Regular Interest IO of the
product for each Class of
(i) the monthly interest rate (as limited by the REMIC II Net WAC
Rate, if applicable)
for such Class applicable for distributions to be made on such
Distribution Date and
(ii) the aggregate Certificate Principal Balance for such Class
after distributions
and the allocation of Realized Losses on the prior Distribution
Date and (B) R0*P0.
(γ)1 =
the lesser of (A) the sum for all Classes of Certificates other
than the
Class X Certificates and REMIC III Regular Interest IO of the
product for each Class of
(i) the monthly interest rate (as limited by the REMIC II Net WAC
Rate, if applicable)
for such Class applicable for distributions to be made on the next
succeeding
Distribution Date and (ii) the aggregate Certificate Principal
Balance for such
Class after distributions and the allocation of Realized Losses to
be made on such
Distribution Date and (B) R1*P1.
Then, based on the foregoing definitions:
(Δ)Y1 = (Δ)P - (Δ)Y2 - Y3 - Y4;
(Δ)Y2 = (α/2){(γ0R1 - γ1R0)/R0R1};
(Δ)Y3 = (α(Δ)P - (Δ)Y2; and
(Δ)Y4 = (Δ)Y3.
if both (Δ)Y2 and (Δ)Y3, as so determined, are
non-negative numbers.
Otherwise:
(1)
If (Δ)Y2, as so determined, is negative, then
(Δ)Y2 = 0
(Δ)Y3 = α{γ1R0P0 - γ0R1P1}/{γ1R0};
(Δ)Y4 = (Δ)Y3; and
(Δ)Y1 = (Δ)P - (Δ)Y2 - (Δ)Y3 - (Δ)Y4.
(2)
If (Δ)Y3, as so determined, is negative, then
45
(Δ)Y3 = 0;
(Δ)Y2 = α{γ1R0P0 - γ0R1P1}/{2R1R0P1 -
γ1R0};
(Δ)Y4 = (Δ)Y3; and
(Δ)Y1 = (Δ)P - (Δ)Y2 - (Δ)Y3 - (Δ)Y4.
REMIC II Realized Losses:
Realized Losses on the Mortgage Loans shall be allocated to the
REMIC II Regular Interests as follows.
The interest portion of Realized Losses on the Mortgage Loans, if
any, shall be allocated among REMIC II Regular Interests LT1, LT2
and LT4, pro rata according to the
amount of interest accrued but unpaid thereon, in reduction
thereof.
Any interest portion of such
Realized Losses in excess of the amount allocated pursuant to the
preceding sentence shall be treated as
a principal portion of Realized Losses not attributable to any
specific Mortgage Loan and allocated
pursuant to the succeeding sentences. The principal portion of
Realized Losses with respect to Mortgage
Loans shall be allocated to the REMIC II Regular Interests as
follows: first, to REMIC II Regular
Interests LT2, LT3 and LT4, pro-rata according to their respective
REMIC II Principal Reduction Amounts
to the extent thereof in reduction of the Uncertificated Principal
Balance of such REMIC II Regular
Interests and, second, the remainder, if any, of such principal
portion of such Realized Losses shall be
allocated to REMIC II Regular Interest LT1 in reduction of the
Uncertificated Principal Balance thereof.
REMIC II Regular Interests:
REMIC II Regular Interest LT1, REMIC II Regular Interest LT2,
REMIC II Regular Interest LT3, REMIC II Regular Interest LT4 and
REMIC II Regular Interest LT-IO.
REMIC II Regular Interest LT1:
A regular interest in REMIC II that is held as an asset of
REMIC III, that has an initial principal balance equal to the
related Uncertificated Principal Balance,
that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other
terms as are described herein.
REMIC II Regular Interest LT1 Principal Distribution Amount: For
any Distribution Date, the
excess, if any, of the REMIC II Regular Interest LT1 Principal
Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC II Regular
Interest LT1 on such Distribution Date.
REMIC II Regular Interest LT2: A regular interest in REMIC II that
is held as an asset of
REMIC III, that has an initial principal balance equal to the
related Uncertificated Principal Balance,
that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other
terms as are described herein.
REMIC II Regular Interest LT2 Principal Distribution Amount: For
any Distribution Date, the
excess, if any, of the REMIC II Regular Interest LT2 Principal
Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC II Regular
Interest LT2 on such Distribution Date.
REMIC II Regular Interest LT3: A regular interest in REMIC II that
is held as an asset of
REMIC III, that has an initial principal balance equal to the
related Uncertificated Principal Balance,
that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other
terms as are described herein.
REMIC II Regular Interest LT3 Principal Distribution Amount: For
any Distribution Date, the
excess, if any, of the REMIC II Regular Interest LT3 Principal
Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC II Regular
Interest LT3 on such Distribution Date.
46
REMIC II Regular Interest LT4: A regular interest in REMIC II that
is held as an asset of
REMIC III, that has an initial principal balance equal to the
related Uncertificated Principal Balance,
that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other
terms as are described herein.
REMIC II Regular Interest LT4 Principal Distribution Amount: For
any Distribution Date, the
excess, if any, of the REMIC II Regular Interest LT4 Principal
Reduction Amount for such Distribution
Date over the Realized Losses allocated to the REMIC II Regular
Interest LT4 on such Distribution Date.
REMIC II Regular Interest LT-IO: A regular interest in REMIC II
that is held as an asset of
REMIC III, that has no initial principal balance, that bears
interest at the related Uncertificated
REMIC II Pass-Through Rate on its Uncertificated Notional Amount,
and that has such other terms as are
described herein.
REMIC III: The segregated pool of assets subject hereto,
constituting a portion of the primary
trust created hereby and to be administered hereunder, with respect
to which a separate REMIC election
is to be made, consisting of the REMIC II Regular Interests.
REMIC III Available Distribution Amount:
For any Distribution Date, the amount distributed
from REMIC II to REMIC III on such Distribution Date in respect of
the REMIC II Regular Interests.
REMIC III Distribution Amount:
For any Distribution Date, the REMIC III Available Distribution
Amount shall be deemed distributed to Class A, Class M, Class B and
Class X Certificates in respect of
the portion of such Certificates representing ownership of
REMIC III Regular Interests and the Class R-
III Certificates in the following amounts and priority:
(i)
to the Class X Certificateholders in respect of REMIC III Regular
Interest IO, the
amount distributable with respect to such REMIC III Regular
Interest as described in the Preliminary
Statement, being paid from and in reduction of the REMIC III
Available Distribution Amount for such
Distribution Date;
(ii)
to the Class A Certificateholders, the Current Interest payable on
the Class A
Certificates with respect to such Distribution Date, plus any
related amounts accrued pursuant to this
clause (ii) but remaining unpaid from any prior Distribution Date,
being paid from and in reduction of
the REMIC III Available Distribution Amount for such Distribution
Date;
(iii)
to the Class M Certificateholders, from the amount, if any, of the
funds then
available in the Certificate Account remaining after the foregoing
distributions, Current Interest
payable on the Class M Certificates with respect to such
Distribution Date, plus any related amounts
accrued pursuant to this clause (iii) but remaining unpaid from any
prior Distribution Date,
sequentially, to the Class M-1 Certificateholders, Class M-2
Certificateholders, Class M-3
Certificateholders and Class M-4 Certificateholders, in that order,
being paid from and in reduction of
the REMIC III Available Distribution Amount for such Distribution
Date;
(iv)
to the Class B Certificateholders, from the amount, if any, of the
funds then
available in the Certificate Account remaining after the foregoing
distributions, Current Interest
payable on the Class B Certificates with respect to such
Distribution Date, plus any related amounts
accrued pursuant to this clause (iv) but remaining unpaid from any
prior Distribution Date, sequentially,
to the Class B-1 Certificateholders and Class B-2
Certificateholders, in that order, being paid from and
in reduction of the REMIC III Available Distribution Amount for
such Distribution Date;
47
(v)
the Principal Distribution Amount shall be distributed as follows,
to be applied to
reduce the principal balance of the REMIC III Regular Interest
related to the applicable Certificates in
each case to the extent of the remaining Principal Distribution
Amount:
(A)
first, the Class A Principal Distribution Amount shall be
distributed
sequentially to the Class A-1 Certificateholders, Class A-2
Certificateholders and Class A-3
Certificateholders, in that order, in each case until the
Certificate Principal Balance thereof is
reduced to zero;
(B)
second, to the Class M-1 Certificateholders, the Class M-1
Principal
Distribution Amount, until the Certificate Principal Balance of the
Class M-1 Certificates has been
reduced to zero;
(C)
third, to the Class M-2 Certificateholders, the Class M-2 Principal
Distribution Amount, until the Certificate Principal Balance of the
Class M-2 Certificates has been
reduced to zero;
(D)
fourth, to the Class M-3 Certificateholders, the Class M-3
Principal
Distribution Amount, until the Certificate Principal Balance of the
Class M-3 Certificates has been
reduced to zero;
(E)
fifth, to the Class M-4 Certificateholders, the Class M-4 Principal
Distribution Amount, until the Certificate Principal Balance of the
Class M-4 Certificates has been
reduced to zero;
(F)
sixth, to the Class B-1 Certificateholders, the Class B-1 Principal
Distribution Amount, until the Certificate Principal Balance of the
Class B-1 Certificates has been
reduced to zero; and
(G)
seventh, to the Class B-2 Certificateholders, the Class B-2
Principal
Distribution Amount, until the Certificate Principal Balance of the
Class B-2 Certificates has been
reduced to zero; and
(vi)
to the Class A Certificateholders, Class M Certificateholders and
Class B
Certificateholders, the amount of any Prepayment Interest
Shortfalls allocated thereto for such
Distribution Date, on a pro rata basis based on Prepayment Interest
Shortfalls allocated thereto to the
extent not offset by Compensating Interest on such Distribution
Date;
(vii)
to the Class A Certificateholders, Class M Certificateholders and
Class B
Certificateholders, the amount of any Prepayment Interest
Shortfalls previously allocated thereto
remaining unpaid from prior Distribution Dates together with
interest thereon at the related
Pass-Through Rate, on a pro rata basis based on unpaid Prepayment
Interest Shortfalls previously
allocated thereto;
(viii)
to the Class X Certificates, (A) from the amount, if any, of the
REMIC III Available
Distribution Amount remaining after the foregoing distributions,
the sum of (I) Current Interest
thereon, (II) the amount of any Excess Principal Distribution
Amount for such Distribution Date and
(III) for any Distribution Date after the Certificate Principal
Balance of each Class of Class A
Certificates, Class M Certificates and Class B Certificates has
been reduced to zero, the
Overcollateralization Amount and (B) from prepayment charges on
deposit in the Certificate Account, any
prepayment charges received on the Mortgage Loans during the
related Prepayment Period; and
48
(ix)
to the Holders of the Class R-III Certificates, the balance, if
any, of the REMIC III
Available Distribution Amount.
REMIC III Regular Interest X-PO:
A separate non-certificated beneficial ownership interests in
REMIC III issued hereunder and designated as a Regular Interest in
REMIC III.
REMIC III Regular
Interest X-PO shall have no entitlement to interest, and shall be
entitled to distributions of principal
subject to the terms and conditions hereof, in aggregate amount
equal to the initial Certificate
Principal Balance of the Class X Certificates as set forth in the
Preliminary Statement hereto.
REMIC III Regular Interest X-IO:
A separate non-certificated beneficial ownership interests in
REMIC III issued hereunder and designated as a Regular Interest in
REMIC III.
REMIC III Regular
Interest X-IO shall have no entitlement to principal, and shall be
entitled to distributions of interest
subject to the terms and conditions hereof, in aggregate amount
equal to the interest distributable with
respect to the Class X Certificates pursuant to the terms and
conditions hereof.
REMIC III Regular Interest IO:
A separate non-certificated beneficial ownership interests in
REMIC III issued hereunder and designated as a Regular Interest in
REMIC III.
REMIC III Regular
Interest IO shall have no entitlement to principal, and shall be
entitled to distributions of interest
subject to the terms and conditions hereof, in aggregate amount
equal to the interest distributable with
respect to REMIC II Regular Interest LT-IO.
REMIC III Regular Interests:
REMIC III Regular Interests X-IO, X-PO and IO, together with the
Class A Certificates, Class M Certificates and Class B Certificates
exclusive of their respective rights
to receive the payment of Available Funds Cap Carryover and other
amounts pursuant to the X-AMB Swap
Agreement.
REMIC Pass-Through Rate:
The Pass-Through Rate for a Class of Certificates calculated by
replacing "Available Funds Cap" in such definition with "Net Rate."
REMIC Provisions:
Provisions of the federal income tax law relating to real estate
mortgage
investment conduits, which appear at sections 860A through 860G of
Subchapter M of Chapter 1 of the
Code, and related provisions, and proposed, temporary and final
regulations and published rulings,
notices and announcements promulgated thereunder, as the foregoing
may be in effect from time to time as
well as provisions of applicable state laws.
Remittance Report:
As defined in Section 4.04(j) hereof.
REO Property:
A Mortgaged Property acquired by a Servicer, on behalf of the Trust
for the
benefit of the Certificateholders, through foreclosure or
deed-in-lieu of foreclosure in connection with
a defaulted Mortgage Loan.
Replacement Mortgage Loan:
A Mortgage Loan substituted by the Depositor for a Deleted Mortgage
Loan, which must, on the date of such substitution, as confirmed in
a Request for Release, substantially
in the form of Exhibit I (1) have a Stated Principal Balance, after
deduction of the principal portion
of the Scheduled Payment due in the month of substitution, not in
excess of, and not less than 90% of
the Stated Principal Balance of the Deleted Mortgage Loan; (2) with
respect to any Fixed Rate Mortgage
Loan, have a Mortgage Rate not less than or no more than 1% per
annum higher than the Mortgage Rate of
the Deleted Mortgage Loan and, with respect to any Adjustable Rate
Mortgage Loan:
(A) have a Maximum
Mortgage Rate no more than 1% per annum higher or lower than the
Maximum Mortgage Rate of the Deleted
Mortgage Loan; (B) have a Minimum Mortgage Rate no more than 1% per
annum higher or lower than the
Minimum Mortgage Rate of the Deleted Mortgage Loan; (C) have the
same index and Periodic Rate Cap as
49
that of the Deleted Mortgage Loan and a Gross Margin not more than
1% per annum higher or lower than
that of the Deleted Mortgage Loan; (D) not permit conversion of the
related Mortgage Rate to a fixed
Mortgage Rate and (F) currently be accruing interest at a rate not
more than 1% per annum higher or
lower than that of the Deleted Mortgage Loan; (3) have a similar or
higher FICO score or credit grade
than that of the Deleted Mortgage Loan; (4) have a Loan-to-Value
Ratio no higher than that of the
Deleted Mortgage Loan; (5) have a remaining term to maturity no
greater than (and not more than one year
less than) that of the Deleted Mortgage Loan; (6) provide for a
Prepayment Charge on terms substantially
similar to those of the Prepayment Charge, if any, of the Deleted
Mortgage Loan; (7) have the same lien
priority as the Deleted Mortgage Loan; (8) constitute the same
occupancy type as the Deleted Mortgage
Loan; and (9) comply with each representation and warranty set
forth in Section 2.03 hereof.
Reportable Event:
As defined in Section 11.04.
Reporting Servicer:
As defined in Section 11.03.
Request for Release:
The Request for Release of Documents submitted by the applicable
Servicer
to the Custodian, substantially in the form of Exhibit I hereto.
Required Insurance Policy:
With respect to any Mortgage Loan, any insurance policy that is
required to be maintained from time to time under this Agreement.
Required Percentage:
As of any Distribution Date following the Stepdown Date, the
quotient of
(1) the excess of (A) the Stated Principal Balances of the Mortgage
Loans as of such Distribution Date,
over (B) the Certificate Principal Balance of the most senior Class
of Certificates outstanding as of
such Distribution Date, prior to giving effect to distributions to
be made on such Distribution Date and
(2) the Stated Principal Balance of the Mortgage Loans as of such
Distribution Date.
Reserve Interest Rate:
With respect to any Interest Determination Date, the rate per annum
that the Trustee determines to be (1) the arithmetic mean (rounded
upwards if necessary to the nearest
whole multiple of 0.03125%) of the one-month United States dollar
lending rates which New York City
banks selected by the Trustee are quoting on the relevant Interest
Determination Date to the principal
London offices of leading banks in the London interbank market or
(2) in the event that the Trustee can
determine no such arithmetic mean, the lowest one-month United
States dollar lending rate which New York
City banks selected by the Trustee are quoting on such Interest
Determination Date to leading European
banks.
Responsible Officer:
When used with respect to the Trustee or a Servicer, any officer of
the
Trustee or the Servicer, as applicable, with direct responsibility
for the administration of this
Agreement and any other officer to whom, with respect to a
particular matter, such matter is referred
because of such officer's knowledge of and familiarity with the
particular subject.
Reuters Screen LIBO Page:
The display designated as page "LIBO" on the Reuters Monitor Money
Rates Service (or such other page as may replace such LIBO page on
that service for the purpose of
displaying London interbank offered rates of major banks.
S&P:
Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., or any successor in
interest.
Sale Agreement(s):
The Mortgage Loan Purchase Agreement dated as of December 27, 2006
between
the Depositor and American Mortgage Network, Inc., and the Mortgage
Loan Purchase Agreement date as of
50
December 27, 2006 between the Depositor and Wachovia Bank, National
Association.
Sarbanes-Oxley Act:
The Sarbanes-Oxley Act of 2002 and the rules and regulations of the
Commission promulgated thereunder (including any interpretations
thereof by the Commission's staff).
Scheduled Payment:
The scheduled monthly payment on a Mortgage Loan due on any Due
Date
allocable to principal and/or interest on such Mortgage Loan.
Section 302 Requirements:
Any rules or regulations promulgated pursuant to the Sarbanes-Oxley
Act of 2002 (as such may be amended from time to time).
Securities Act:
The Securities Act of 1933, as amended.
Seller(s):
American Mortgage Network, Inc., a Delaware corporation, or its
successor in
interest and Wachovia Bank, National Association, a national
banking association, or its successor in
interest.
Servicer(s):
Each of Wells Fargo Bank, N.A., a national banking association, or
its successor
in interest, and National City Mortgage Co., an Ohio corporation,
or its successor in interest.
Servicer Advance Date:
As to any Distribution Date, the related Servicer Remittance Date.
Servicer Collection Account:
Each of the separate Eligible Accounts created and initially
maintained by each Servicer pursuant to Section 3.05(d).
Funds in the Servicer Collection Accounts
shall be held in trust for the uses and purposes set forth in this
Agreement.
Servicer Remittance Date:
With respect to any Distribution Date, the third Business Day prior
to the related Distribution Date.
Service(s)(ing):
In accordance with Regulation AB, the act of servicing and
administering the
Mortgage Loans or any other assets of the Trust by an entity that
meets the definition of "servicer" set
forth in Item 1101 of Regulation AB and is subject to the
disclosure requirements set forth in 1108 of
Regulation AB.
For clarification purposes, any uncapitalized occurrence of this
term shall have the
meaning commonly understood by participants in the residential
mortgage-backed securitization market.
Servicing Advances:
All customary, reasonable and necessary "out of pocket" costs and
expenses
incurred in the performance of the applicable Servicer's servicing
obligations
hereunder, including,
but not limited to, the cost of (1) the preservation, inspection,
restoration and protection of a
Mortgaged Property (or Underlying Mortgaged Property, in the case
of a Co-op Loan), including without
limitation advances in respect of real estate taxes and
assessments, (2) any collection, enforcement or
judicial proceedings, including without limitation foreclosures,
collections and liquidations, (3) the
conservation, management, sale and liquidation of any REO Property,
(4) executing and recording
instruments of satisfaction, deeds of reconveyance or Assignments
of Mortgage to the extent not
otherwise recovered from the related Mortgages or payable under
this Agreement, (5) correcting errors of
prior servicers; costs and expenses charged to the Servicer by the
Trustee; tax tracking; title
research; flood certifications; lender paid mortgage insurance, (6)
obtaining or correcting any legal
documentation required to be included in the Mortgage Files and
reasonably necessary for the Servicer to
perform its obligations under this Agreement, (7) compliance with
the obligations under Sections 3.01
and 3.10; provided that such amounts are required to be advanced
only to the extent such advances
constitute "unanticipated expenses" within the meaning of Treasury
Regulation Section 1.860G-1(b)(3)(ii)
and (8) costs and expenses (including reasonable attorney's fees
and expenses) incurred by the Servicer
51
in connection with executing and recording instruments of
satisfaction, deeds of reconveyance or
Assignments in connection with any foreclosure in respect of any
Mortgage Loan to the extent not
received from the related Mortgagor or otherwise payable under this
Agreement.
Neither Servicer shall
be required to make any Non-Recoverable Servicing Advances in
respect of a Mortgage Loan or REO Property.
Servicing Criteria:
The "servicing criteria" set forth in Item 1122(d) of Regulation
AB, as
such may be amended from time to time.
Servicing Fee:
As to each Mortgage Loan and any Distribution Date, an amount equal
to the
product of (x) one-twelfth of the Servicing Fee Rate and (y) the
Stated Principal Balance of such
Mortgage Loan or, in the event of any payment of interest that
accompanies a Principal Prepayment in
full made by the Mortgagor, interest at the Servicing Fee Rate on
the Stated Principal Balance of such
Mortgage Loan as of the preceding Distribution Date for the period
covered by such payment of interest.
Servicing Fee Rate:
0.25% per annum.
Servicing Function Participant:
Any Subservicer, Subcontractor or any other Person, other than
the Servicers and the Trustee, that is "participating in the
servicing function" within the meaning of
Item 1122 of Regulation AB, unless such Person's activities relate
only to 5% or less of the Mortgage
Loans (measured by aggregate Stated Principal Balance of the
Mortgage Loans, annually at the
commencement of the calendar year prior to the year in which an
Assessment of Compliance is required to
be delivered, multiplied by a fraction, the numerator of which is
the number of months during which such
Servicing Function Participant Services the related Mortgage Loans
and the denominator of which is 12,
or, in the case of the year in which the Closing Date occurs, the
number of months elapsed from the
Cut-Off Date to the end of such calendar year).
Servicing Officer:
Any officer of a Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name and
facsimile signature appear on a list
of servicing officers furnished to the Trustee by the Servicers on
the Closing Date pursuant to this
Agreement, as such lists may from time to time be amended.
Servicing Transfer Costs:
All costs associated with the transfer of servicing from the
predecessor Servicer, including, without limitation, any costs or
expenses associated with the
termination of the predecessor Servicer, the appointment of a
successor servicer, the complete transfer
of all servicing data and the completion, correction or
manipulation of such servicing data as may be
required by any successor servicer to correct any errors or
insufficiencies in the servicing data or
otherwise to enable the successor servicer to service the Mortgage
Loans properly and effectively.
SFAS 140:
Statement of Financial Accounting Standard No. 140, Accounting for
Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities
dated September 2000, published by the
Financial Accounting Standards Board of the Financial Accounting
Foundation.
Startup Day:
As defined in Section 2.07(b) hereof.
Stated Principal Balance:
With respect to any Mortgage Loan or related REO Property (1) as of
the Cut-off Date, the Cut-off Date Principal Balance thereof, and
(2) as of any Distribution Date, such
Cut-off Date Principal Balance, minus the sum of (A) the principal
portion of the Scheduled Payments (x)
due with respect to such Mortgage Loan during each Due Period
ending prior to such Distribution Date and
(y) that were received by the applicable Servicer as of the close
of business on the Determination Date
related to such Distribution Date or with respect to which Advances
were made on the Servicer Advance
52
Date prior to such Distribution Date and (B) all Principal
Prepayments with respect to such Mortgage
Loan received on or prior to the last day of the related Prepayment
Period, and all Liquidation Proceeds
to the extent applied by the Servicer as recoveries of principal in
accordance with Section 3.12 with
respect to such Mortgage Loan, that were received by the Servicer
as of the close of business on the
last day of the related Due Period.
Notwithstanding the foregoing, the Stated Principal Balance of a
Liquidated Loan shall be deemed to be zero.
Stepdown Date:
The earlier to occur of (1) the Distribution Date on which the
Class A
Certificate Principal Balance is reduced to zero and (2) the later
to occur of (x) the Distribution Date
in January 2010 and (y) the first Distribution Date on which the
Class A Certificate Principal Balance
(reduced by the Principal Funds with respect to such Distribution
Date) is less than or equal to 88.80%
of the Stated Principal Balances of the Mortgage Loans as of such
Distribution Date.
Stepdown Delinquency Trigger:
The situation that exists with respect to any Distribution Date
on or after the Stepdown Date, if the quotient of (1) the aggregate
Stated Principal Balance of all
Mortgage Loans 60 or more days Delinquent, measured on a rolling
three-month basis (including Mortgage
Loans in foreclosure, REO Properties and Mortgage Loans with
respect to which the applicable Mortgagor
is in bankruptcy) and (2) the Stated Principal Balance of all of
the Mortgage Loans, in each case as of
the preceding Servicer Remittance Date, equals or exceeds the
product of (i) 40.55% and (ii) the
Required Percentage
Stepdown Loss Trigger:
For any Distribution Date, the applicable percentage for such
Distribution Date set forth in the following table:
Distribution Date Occurring In
Cumulative Loss Percentage
January 2009 - December 2009
0.25% with respect to January 2009, plus an
additional 1/12th
of 0.30% for each month
thereafter
January 2010 - December 2010
0.55% with respect to January 2010, plus an
additional 1/12th
of 0.40% for each month
thereafter
January 2011 - December 2011
0.95% with respect to January 2011, plus an
additional 1/12th
of 0.45% for each month
thereafter
January 2012 - December 2012
1.40% with respect to January 2012, plus an
additional 1/12th
of 0.25% for each month
thereafter
January 2013 and thereafter
1.65%
Stepdown Trigger Event:
With respect to the Certificates on or after the Stepdown Date, a
Distribution Date on which (1) the quotient of (A) the aggregate
Stated Principal Balance of all
Mortgage Loans which are 60 or more days Delinquent measured on a
rolling three-month basis (including,
for the purposes of this calculation, Mortgage Loans in foreclosure
and REO Properties and Mortgage
Loans with respect to which the applicable Mortgagor is in
bankruptcy) and (B) the Stated Principal
Balance of the Mortgage Loans as of the preceding Servicer
Remittance Date, equals or exceeds the
product of (i) 40.55% and (ii) the Required Percentage or (2) the
quotient (expressed as a percentage)
of (A) the aggregate Realized Losses incurred from the Cut-off Date
through the last day of the calendar
month preceding such Distribution Date and (B) the aggregate
principal balance of the Mortgage Loans as
of the Cut-off Date exceeds the Stepdown Loss Trigger.
53
Subcontractor:
Any vendor, subcontractor or other Person that is not responsible
for the
overall servicing of Mortgage Loans but performs one or more
discrete functions identified in Item
1122(d) of Regulation AB with respect to Mortgage Loans under the
direction or authority of a Servicer
(or a Subservicer of a Servicer) or the Trustee.
Subordinated Certificates:
Each Class of the Class M Certificates and Class B Certificates.
Subsequent Recovery:
Any amount received on a Mortgage Loan (net of amounts reimbursed
to the
applicable Servicer related to such Mortgage Loan) subsequent to
such Mortgage Loan being determined to
be a Liquidated Mortgage Loan.
Subservicer:
Any Person that (i) services Mortgage Loans on behalf of a Servicer
and (ii) is
responsible for the performance (whether directly or through
sub-servicers or Subcontractors) of
Servicing functions required to be performed under this Agreement
or any Subservicing Agreement that are
identified in Item 1122(d) of Regulation AB.
Subservicing Agreement:
As defined in Section 3.02(a).
Substitution Adjustment Amount:
The meaning ascribed to such term pursuant to Section 2.03(c).
Supplemental Interest Trust:
The non-interest bearing trust account established by the
Supplemental Interest Trust Trustee pursuant to Section 4.04(k) of
this Agreement out of which any Swap
Termination Payments or Net Swap Payments owed to the Swap
Counterparty will be paid, certain
distributions to Certificateholders will be made, and into which
any Swap Termination Payments or Net
Swap Payments received from the Swap Counterparty will be deposited
as set forth in Sections 4.04(f)(v)
and 4.04(k) hereof.
Supplemental Interest Trust Trustee:
U.S. Bank National Association, a national banking
association, not in its individual capacity, but solely in its
capacity as trustee of the Supplemental
Interest Trust, and any successor thereto, and any corporation or
national banking association resulting
from or surviving any consolidation or merger to which it or its
successors may be a party and any
successor trustee as may from time to time be serving as successor
trustee hereunder.
Swap Agreement:
The interest rate swap agreement, consisting of a 1992 ISDA Master
Agreement
(Multicurrency Border) with a schedule and credit support annex
attached thereto, dated as of December
27, 2006, between Wachovia Bank, National Association and the
Supplemental Interest Trust Trustee on
behalf of the Supplemental Interest Trust or any other cap
agreement or swap agreement (including any
related schedules and/or credit support annexes) entered into by
the Supplemental Interest Trust Trustee
on behalf of the Supplemental Interest Trust pursuant to Section
4.04(k) hereof.
Swap Counterparty:
Wachovia Bank, National Association or any successor counterparty
who meets
the requirements set forth in the Swap Agreement.
Swap LIBOR:
LIBOR as determined pursuant to the Swap Agreement.
Swap Termination Payment:
Any payment payable by the Supplemental Interest Trust or the Swap
Counterparty upon termination of the Swap Agreement as a result of
an Event of Default (as defined in
the Swap Agreement) or a Termination Event (as defined in the Swap
Agreement).
54
Tax Matters Person:
The Person designated as "tax matters person" in the manner
provided under
Treasury regulation Section 1.860F-4(d) and Treasury regulation
Section 301.6231(a)(7)-1.
Tax Returns:
The federal
income tax return on Internal
Revenue
Service Form 1066,
U.S.
Real
Estate Mortgage
Investment Conduit Income Tax Return,
including Schedule Q thereto,
Quarterly Notice to
Residual
Interest Holders of REMIC Taxable Income or Net Loss
Allocation,
or any successor forms, to be
filed on behalf of any REMIC hereunder due to its
classification
as a REMIC under the REMIC
Provisions,
together
with any and all other
information,
reports or returns that may be required to be furnished to
the
Certificateholders
or filed
with the
Internal
Revenue
Service or any other
governmental
taxing
authority
under
any
applicable
provisions
of
federal,
state or local tax laws
(including,
without
limitation, with respect to the Supplemental Interest Trust).
Transfer:
Any direct or indirect transfer or sale of any Ownership Interest
in a Certificate.
Trust Fund:
The corpus of the trust (the "Wachovia Mortgage Loan Trust, Series
2006-ALT1" or
the "Trust") created hereunder consisting of (i) the Mortgage Loans
and all interest and principal
received on or with respect thereto on and after the Cut-off Date
to the extent not applied in computing
the Cut-off Date Principal Balance thereof, exclusive of interest
not required to be deposited in the
Servicer Collection Accounts; (ii) the Servicer Collection Accounts
and the Certificate Account and all
amounts deposited therein pursuant to the applicable provisions of
this Agreement; (iii) property that
secured a Mortgage Loan and has been acquired by foreclosure, deed
in lieu of foreclosure or otherwise;
(iv) the mortgagee's rights under the Insurance Policies with
respect to the Mortgage Loans; and (v) all
proceeds of the conversion, voluntary or involuntary, of any of the
foregoing into cash or other liquid
property.
Trustee:
U.S. Bank National Association, a national banking association, not
in its individual
capacity, but solely in its capacity as trustee for the benefit of
the Certificateholders under this
Agreement, and any successor thereto, and any corporation or
national banking association resulting from
or surviving any consolidation or merger to which it or its
successors may be a party and any successor
trustee as may from time to time be serving as successor trustee
hereunder.
Trustee Fee:
The monthly fee paid to the Trustee generally equal to the product
of (a)
one-twelfth of the Trustee Fee Rate and (b) the Stated Principal
Balance of such Mortgage Loan.
The
Trustee is also entitled to investment income earned on amounts on
deposit in the Certificate Account.
Trustee Fee Rate:
0.0025% per annum for each Mortgage Loan.
Uncertificated Accrued Interest: With respect to any Uncertificated
Regular Interest for any
Distribution Date, one month's interest at the related
Uncertificated Pass-Through Rate for such
Distribution Date, accrued on the Uncertificated Principal Balance
or Uncertificated Notional Amount, as
applicable, immediately prior to such Distribution Date.
Uncertificated Accrued Interest for the
Uncertificated Regular Interests shall accrue on the basis of a
360-day year consisting of twelve 30-day
months. For purposes of calculating the amount of Uncertificated
Accrued Interest for the REMIC I
Regular Interests for any Distribution Date, any Prepayment
Interest Shortfalls and Relief Act
Shortfalls (to the extent not covered by Compensating Interest)
shall be allocated among REMIC I Regular
Interests, pro rata, based on, and to the extent of, Uncertificated
Accrued Interest, as calculated
without application of this sentence.
For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC II Regular Interests for any Distribution
Date, any Prepayment Interest
Shortfalls and Relief Act Shortfalls (to the extent not covered by
Compensating Interest) shall be
allocated among the REMIC II Regular Interests, pro rata, based on,
and to the extent of, Uncertificated
Accrued Interest, as calculated without application of this
sentence.
Uncertificated Interest on
REMIC III Regular Interest X-PO shall be zero.
Uncertificated Accrued Interest on the REMIC III Regular
55
Interest X-IO for each Distribution Date shall equal Accrued
Certificate Interest for the Class X
Certificates.
Uncertificated
Notional Amount:
With respect to the Class X
Certificates or REMIC III
Regular
Interest X-IO,
immediately prior to any Distribution Date, the aggregate of the
Uncertificated
Principal
Balances of the REMIC II Regular Interests.
With respect to REMIC II
Regular
Interest LT-IO and each
Distribution
Date listed below,
the
aggregate
Uncertificated
Principal
Balance of the REMIC I Regular Interests ending with the
designation
"A" listed below:
Distribution Date
REMIC I Regular Interests
_______________________________________________________________________________
1
I-1-A through I-80-A
2
I-2-A through I-80-A
3
I-3-A through I-80-A
4
I-4-A through I-80-A
5
I-5-A through I-80-A
6
I-6-A through I-80-A
7
I-7-A through I-80-A
8
I-8-A through I-80-A
9
I-9-A through I-80-A
10
I-10-A through I-80-A
11
I-11-A through I-80-A
12
I-12-A through I-80-A
13
I-13-A through I-80-A
14
I-14-A through I-80-A
15
I-15-A through I-80-A
16
I-16-A through I-80-A
17
I-17-A through I-80-A
18
I-18-A through I-80-A
19
I-19-A through I-80-A
20
I-20-A through I-80-A
21
I-21-A through I-80-A
22
I-22-A through I-80-A
23
I-23-A through I-80-A
24
I-24-A through I-80-A
25
I-25-A through I-80-A
26
I-26-A through I-80-A
27
I-27-A through I-80-A
28
I-28-A through I-80-A
29
I-29-A through I-80-A
30
I-30-A through I-80-A
31
I-31-A through I-80-A
32
I-32-A through I-80-A
33
I-33-A through I-80-A
34
I-34-A through I-80-A
35
I-35-A through I-80-A
36
I-36-A through I-80-A
37
I-37-A through I-80-A
56
Distribution Date
REMIC I Regular Interests
_______________________________________________________________________________
38
I-38-A through I-80-A
39
I-39-A through I-80-A
40
I-40-A through I-80-A
41
I-41-A through I-80-A
42
I-42-A through I-80-A
43
I-43-A through I-80-A
44
I-44-A through I-80-A
45
I-45-A through I-80-A
46
I-46-A through I-80-A
47
I-47-A through I-80-A
48
I-48-A through I-80-A
49
I-49-A through I-80-A
50
I-50-A through I-80-A
51
I-51-A through I-80-A
52
I-52-A through I-80-A
53
I-53-A through I-80-A
54
I-54-A through I-80-A
55
I-55-A through I-80-A
56
I-56-A through I-80-A
57
I-57-A through I-80-A
58
I-58-A through I-80-A
59
I-59-A through I-80-A
60
I-60-A through I-80-A
61
I-61-A through I-80-A
62
I-62-A through I-80-A
63
I-63-A through I-80-A
64
I-64-A through I-80-A
65
I-65-A through I-80-A
66
I-66-A through I-80-A
67
I-67-A through I-80-A
68
I-68-A through I-80-A
69
I-69-A through I-80-A
70
I-70-A through I-80-A
71
I-71-A through I-80-A
72
I-72-A through I-80-A
73
I-73-A through I-80-A
74
I-74-A through I-80-A
75
I-75-A through I-80-A
76
I-76-A through I-80-A
77
I-77-A through I-80-A
78
I-78-A through I-80-A
79
I-79-A through I-80-A
80
I-80-A
thereafter
$0.00
With respect to REMIC III
Regular Interest IO,
immediately
prior to any Distribution
Date, an
amount equal to the Uncertificated Notional Amount of REMIC II
Regular Interest LT-IO.
Uncertificated Pass-Through Rate: The Uncertificated REMIC I
Pass-Through Rate or the
Uncertificated REMIC II Pass-Through Rate, as applicable.
57
Uncertificated Principal Balance: The principal amount of any
Uncertificated Regular Interest
outstanding as of any date of determination. The Uncertificated
Principal Balance of each REMIC Regular
Interest shall never be less than zero.
With respect to REMIC III Regular Interest X-PO the initial
amount set forth with respect thereto in the Preliminary Statement
as reduced by distributions deemed
made in respect thereof pursuant to Section 4.02 and Realized
Losses allocated thereto pursuant to
Section 4.05.
Uncertificated Regular Interests: The REMIC I Regular Interests and
the REMIC II Regular
Interests.
Uncertificated REMIC I Pass-Through Rate: With respect to each
REMIC I Regular Interest ending
with the designation "A," a per annum rate equal to the weighted
average Net Mortgage Rate of the
Mortgage Loans multiplied by two (2), subject to a maximum rate of
10.70%.
With respect to each REMIC I
Regular Interest ending with the designation "B," the greater of
(x) a per annum rate equal to the
excess, if any, of (i) 2 multiplied by the weighted average Net
Mortgage Rate of the Mortgage Loans over
(ii) 10.70% and (y) 0.00000%.
With respect to REMIC I Regular Interest A-I, the weighted average
Net
Mortgage Rate of the Mortgage Loans.
Uncertificated REMIC II Pass-Through Rate:
With respect to any Distribution Date and
(i) REMIC II Regular Interests LT1 and LT2, the REMIC II Net WAC
Rate, (ii) REMIC II Regular Interest
LT3, zero (0.00%), (iii) REMIC II Regular Interest LT4, twice the
REMIC II Net WAC Rate, and (iv)
REMIC II Regular Interest LT-IO, the excess of (i) the weighted
average of the Uncertificated REMIC I
Pass-Through Rates for REMIC I Regular Interests ending with the
designation "A," over (ii) 2 multiplied
by Swap LIBOR.
Underlying Mortgaged Property:
With respect to each Co-op Loan, the underlying real property
owned by the related residential cooperative housing corporation.
Unpaid Realized Loss Amount:
The Class M-1 Unpaid Realized Loss Amount, Class M-2 Unpaid
Realized Loss Amount, Class M-3 Unpaid Realized Loss Amount, Class
M-4 Unpaid Realized Loss Amount,
Class B-1 Unpaid Realized Loss Amount, Class B-2 Unpaid Realized
Loss Amount and Class X Unpaid Realized
Loss Amount, collectively.
Voting Rights:
The portion of the voting rights of all the Certificates that is
allocated to
any of the Certificates for purposes of the voting provisions
hereunder.
Voting Rights allocated to
each Class of Certificates shall be allocated as follows:
(1) 97% to the Class A, Class M and Class B
Certificates, with the allocation among such Certificates to be in
proportion to the Certificate
Principal Balance of each Class relative to the Certificate
Principal Balance of all other Classes and
(2) each Class of the Class R, Class X and Class P Certificates
will be allocated 1% of the Voting
Rights.
Voting Rights will be allocated among the Certificates of each such
Class in accordance with
their respective Percentage Interests.
Wells Fargo:
Wells Fargo Bank, N.A., or its successor in interest.
Wells Fargo Mortgage Loans:
The Mortgage Loans serviced by Wells Fargo.
X-AMB Swap Agreement: The swap between the Class X
Certificateholders and the Class A, Class M
and Class B Certificateholders evidenced by the confirmation
attached hereto as Exhibit U and
incorporated herein by reference.
58
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01.
Conveyance of Mortgage Loans.
The Depositor, concurrently with the execution and delivery hereof,
does hereby sell, transfer,
assign, set over and convey to the Trustee without recourse all the
right, title and interest of the
Depositor in and to all of the assets that constitute the Trust
Fund, including all interest and
principal received on or with respect to the Mortgage Loans on or
after the Cut-off Date (other than
Scheduled Payments due on the Mortgage Loans on or before the
Cut-off Date), all accounts, chattel
paper, deposit accounts, documents, general intangibles, goods,
instruments, investment property,
letter-of-credit rights, letters of credit, money, and oil, gas,
and other minerals, consisting of,
arising from, or relating to, any of the foregoing, and all
proceeds of the foregoing.
In connection
with the conveyance by the Depositor of the assets of the Trust
Fund, the Depositor further agrees, at
its own expense, on or prior to the Closing Date, to indicate in
its books and records that the Mortgage
Loans have been sold to the Trustee pursuant to this Agreement, and
to deliver to the Trustee the
Mortgage Loan Schedule.
The Mortgage Loan Schedule shall be marked as Exhibit B to this
Agreement and
is hereby incorporated into and made a part of this Agreement.
It is agreed and understood by the Depositor, the Servicers and the
Trustee that it is not
intended that any Mortgage Loan be included in the Trust that is,
without limitation, either (i) a
"High-Cost Home Loan" as defined in the New Jersey Home Ownership
Act effective November 27, 2003; (ii) a
"High-Cost Home Loan" as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004;
(iii) a "High-Cost Home Loan" as defined in the Massachusetts
Predatory Home Loan Practices Act
effective November 7, 2004 or (iv) a "High-Cost Home Loan" as
defined by the Indiana High Cost Home Loan
Law effective January 1, 2005.
(i) In connection with such assignment, the Depositor does hereby
deliver to, and deposit with,
the Custodian, the following documents or instruments with respect
to each Mortgage Loan so assigned
that is not a Co-op Loan:
(A)
The original Mortgage Note endorsed in blank or, "Pay to the order
of U.S. Bank National
Association, as trustee, without recourse" together with all riders
thereto.
The Mortgage Note
shall include all intervening endorsements showing a complete chain
of the title from the
originator to [____________________];
(B)
Except as provided below and for each Mortgage Loan that is not a
MERS Loan, the original
recorded Mortgage with all riders thereto, with evidence of
recording thereon, or, if the
original Mortgage has not yet been returned from the recording
office, a copy of the original
Mortgage certified by the Transferor to be true copy of the
original of the Mortgage that has
been delivered for recording in the appropriate recording office of
the jurisdiction in which
the Mortgaged Property is located and in the case of each MERS
Loan, the original Mortgage,
noting the presence of the MIN of the Loan and either language
indicating that the Mortgage
Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at
origination, the original
Mortgage and the assignment thereof to MERS, with evidence of
recording indicated thereon, or a
copy of the Mortgage certified by the public recording office in
which such Mortgage has been
recorded;
59
(C)
In the case of each Mortgage Loan that is not a MERS Loan, the
original Assignment of each
Mortgage endorsed either in blank or, to "U.S. Bank National
Association, as trustee;"
(D)
The original policy of title insurance (or a preliminary title
report, commitment or binder if
the original title insurance policy has not been received from the
title insurance company);
(E)
Originals of any intervening assignments of the Mortgage, with
evidence of recording thereon
or, if the original intervening assignment has not yet been
returned from the recording office,
a copy of such assignment certified to be a true copy of the
original of the assignment which
has been sent for recording in the appropriate jurisdiction in
which the Mortgaged Property is
located; and
(F)
Originals of all assumption and modification agreements, if any.
(ii) In connection with such assignment, the Depositor does hereby
deliver to, and deposit
with, the Custodian the following documents or instruments with
respect to each Mortgage Loan so
assigned that is a Co-op Loan:
(A)
(i)
The original Mortgage Note (or a lost note affidavit (including a
copy of the original
Mortgage Note)) or (ii) original consolidation, extension and
modification agreement (or a lost
note affidavit (including a copy of the original consolidation,
extension and modification
agreement)), in either case endorsed either in blank or, "Pay to
the order of U.S. Bank
National Association as trustee, without recourse;"
(B)
The original Mortgage entered into by the Mortgagor with respect to
such Co-Op Loan;
(C)
The original Assignment of Mortgage endorsed either in blank or to
"U.S. Bank National
Association, as trustee;"
(D)
Original assignments of Mortgage showing a complete chain of
assignment from the originator of
the related Co-Op Loan to the last endorsee on the Mortgage Note;
(E)
Original Form UCC-1 and any continuation statements with evidence
of filing thereon entered
into by the Mortgagor with respect to such Co-Op Loan (or a
recorded copy thereof);
(F)
Form UCC-3 (or copy thereof) by the applicable Seller or its agent
assigning the security
interest covered by such Form UCC-1 to "U.S. Bank National
Association, as trustee," together
with all Forms UCC-3 (or copies thereof) showing a complete chain
of assignment from the
originator of the related Co-op Loan to the applicable Seller, with
evidence of recording
thereon;
(G)
Original stock certificate representing the stock allocated to the
related dwelling unit in the
related residential cooperative housing corporation and pledged by
the related Mortgagor to the
originator of such Co-op Loan with a stock power in blank attached;
(H)
Original proprietary lease;
60
(I)
Original assignment of proprietary lease or a copy thereof, to the
Trustee or in blank, and all
intervening assignments thereof;
(J)
Original recognition agreement or a copy thereof of the interests
of the mortgagee with respect
to the Co-op Loan by the residential cooperative housing
corporation, the stock of which was
pledged by the related Mortgagor to the originator of such Co-op
Loan; and
(K)
Originals of any assumption, consolidation or modification
agreements relating to any of the
items specified in (A) through (F) above with respect to such Co-op
Loan.
If in connection with any Mortgage Loan that is not a Co-op Loan,
the Depositor cannot deliver
the Mortgage, Assignments of Mortgage or assumption, consolidation
or modification, as the case may be,
with evidence of recording thereon, if applicable, concurrently
with the execution and delivery of this
Agreement solely because of a delay caused by the public recording
office where such Mortgage,
Assignments of Mortgage or assumption, consolidation or
modification, as the case may be, has been
delivered for recordation, the Depositor shall deliver or cause to
be delivered to the Custodian written
notice stating that such Mortgage or assumption, consolidation or
modification, as the case may be, has
been delivered to the appropriate public recording office for
recordation.
Thereafter, the Depositor
shall deliver or cause to be delivered to the Custodian such
Mortgage, Assignments of Mortgage or
assumption, consolidation or modification, as the case may be, with
evidence of recording indicated
thereon, if applicable, upon receipt thereof from the public
recording office.
To the extent any
required endorsement is not contained on a Mortgage Note or an
Assignment of Mortgage, the Depositor
shall make or cause such endorsement to be made.
With respect to any Mortgage Loan that is not a Co-op Loan, none of
the Depositor, the
Servicers or the Trustee shall be obligated to cause to be recorded
the Assignment of Mortgage referred
to in this Section 2.01.
With respect to any Co-op Loan, none of the Depositor, the
Servicers or the
Trustee shall be obligated to cause to be filed the Form UCC-3
referred to in this Section 2.01.
In the
event that any Assignment of Mortgage referred to in this Section
2.01 is not recorded or is improperly
recorded, neither the Servicers, the Trustee nor the Custodian
shall have any liability for any failure
to receive or act on notices related to such Assignment of Mortgage
The ownership of each Mortgage Note, the Mortgage and the contents
of the related Mortgage File
is vested in the Trustee on behalf of the Certificateholders.
Neither the Depositor nor the Servicers
shall take any action inconsistent with such ownership and shall
not claim any ownership interest
therein. The Depositor and the Servicers shall respond to any
third-party inquiries with respect to
ownership of the Mortgage Loans by stating that such ownership is
held by the Trustee on behalf of the
Certificateholders.
Mortgage documents relating to the Mortgage Loans not delivered to
the Custodian
are and shall be held in trust by the applicable Servicer, for the
benefit of the Trustee as the owner
thereof, and the Servicer's possession of the contents of each
Mortgage File so retained is for the sole
purpose of servicing the related Mortgage Loan, and such retention
and possession by the Servicer is in
a custodial capacity only.
The Depositor agrees to take no action inconsistent with the
Trustee's
ownership of the Mortgage Loans, to promptly indicate to all
inquiring parties that the Mortgage Loans
have been sold and to claim no ownership interest in the Mortgage
Loans.
It is the intention of this Agreement that the conveyance of the
Depositor's right, title and
interest in and to the Trust Fund pursuant to this Agreement shall
constitute a purchase and sale and
not a loan.
If the conveyance of the Mortgage Loans from the Depositor to the
Trustee is not
characterized as a sale, this Agreement shall constitute a security
agreement under applicable law, and
the Depositor shall be deemed to have granted to the Trustee, and
does hereby grant to the Trustee, a
first priority security interest in all of the Depositor's right,
title and interest, whether now owned
61
or hereafter acquired, in, to and under the Mortgage Loans, all
payments of principal of or interest on
such Mortgage Loans, all other rights relating to and payments made
in respect of the Trust Fund, and
all proceeds of any thereof.
If the trust created by this Agreement terminates prior to the
satisfaction of the claims of any Person in any Certificates, the
security interest created hereby shall
continue in full force and effect and the Trustee (or the Custodian
on its behalf) shall be deemed to be
the collateral agent for the benefit of such Person.
In addition to the conveyance made in the first paragraph of this
Section 2.01, the Depositor
does hereby convey, assign and set over to the Trustee for the
benefit of the Certificateholders its
rights and interests under each Sale Agreement, including the
Depositor's right, title and interest in
the representations and warranties contained in each Sale
Agreement, and the benefit of the repurchase
obligations and the obligation of the Sellers contained in the Sale
Agreements to take, at the request
of the Depositor or the Trustee, all action on its part which is
reasonably necessary to ensure the
enforceability of a Mortgage Loan.
The Trustee hereby accepts such assignment, and shall be entitled
to
exercise all rights of the Depositor under each Sale Agreement as
if, for such purpose, it were the
Depositor.
The foregoing sale, transfer, assignment, set-over, deposit and
conveyance does not and is
not intended to result in creation or assumption by the Trustee of
any obligation of the Depositor, the
Sellers, or any other Person in connection with the Mortgage Loans
or any other agreement or instrument
relating thereto except as specifically set forth herein.
SECTION 2.02.
Acceptance by the Custodian of the Mortgage Loans.
Except as set forth in the Exception Report delivered
contemporaneously herewith (the
"Exception Report"), the Custodian, on behalf of the Trustee,
acknowledges receipt of the Mortgage Note
for each Mortgage Loan and delivery of a Mortgage File (but does
not acknowledge receipt of all
documents required to be included in such Mortgage File) with
respect to each Mortgage Loan and declares
that it holds and will hold such documents and any other documents
constituting a part of the Mortgage
Files delivered to it in trust for the use and benefit of all
present and future Certificateholders.
The Depositor will cause the applicable Seller to repurchase any
Mortgage Loan to the extent required by
the related Sale Agreement.
The Custodian, on behalf of the Trustee, acknowledges receipt of
the Sale Agreements.
The
Supplemental Interest Trust Trustee acknowledges receipt of the
Swap Agreement.
The Custodian agrees, for the benefit of Certificateholders, to
review each Mortgage File
delivered to it within 45 days after the Closing Date to ascertain
and to certify, within 45 days of the
Closing Date, to the Depositor, the Trustee and the applicable
Servicer that all documents required by
Section 2.01 have been executed and received, and that such
documents relate to the Mortgage Loans
identified in Exhibit B that have been conveyed to it.
If the Custodian finds any document or documents
constituting a part of a Mortgage File to be missing or defective
(that is, mutilated, damaged, defaced
or unexecuted) in any material respect, the Custodian shall
promptly (and in any event within no more
than five Business Days) after such finding so notify the
applicable Servicer, the applicable Seller,
the Trustee and the Depositor.
In addition, the Custodian shall also notify the applicable
Servicer,
the applicable Seller, the Trustee and the Depositor if the
original Mortgage with evidence of recording
thereon with respect to a Mortgage Loan is not received within 45
days of the Closing Date; if it has
not been received because of a delay caused by the public recording
office where such Mortgage has been
delivered for recordation, the Depositor shall deliver or cause to
be delivered to the Custodian written
notice stating that such Mortgage has been delivered to the
appropriate public recording office for
recordation and thereafter the Depositor shall deliver or cause to
be delivered such Mortgage with
evidence of recording thereon upon receipt thereof from the public
recording office.
The Trustee shall
request that the applicable Seller correct or cure such omission,
defect or other irregularity, or
substitute a Mortgage Loan pursuant to the provisions the related
Sale Agreement, which provides that
62
within 90 days from the date the Seller was notified of such
omission or defect and, if the Seller does
not correct or cure such omission or defect within such period,
that the Seller purchase such Mortgage
Loan from the Trust Fund within 90 days from the date the Seller
was notified of such omission, defect
or other irregularity at the Purchase Price of such Mortgage Loan.
The Purchase Price for any Mortgage
Loan purchased pursuant to this Section 2.02 shall be paid to the
applicable Servicer and deposited by
such Servicer in the Certificate Account or Servicer Collection
Account, as appropriate, promptly upon
receipt, and, upon receipt by the Custodian of written notification
of such deposit signed by a
Servicing Officer, the Custodian, upon receipt of a Request for
Release, shall promptly release to the
applicable Seller the related Mortgage File and the Trustee shall
execute and deliver such instruments
of transfer or assignment, without recourse, as shall be requested
by the applicable Seller and
necessary to vest in the Seller or its designee, as the case may
be, any Mortgage Loan released pursuant
hereto, and neither the Trustee nor the Custodian shall have any
further responsibility with regard to
such Mortgage Loan.
It is understood and agreed that the obligation of the applicable
Seller, pursuant
to the related Sale Agreement, to purchase, cure or substitute any
Mortgage Loan as to which a material
defect in or omission of a constituent document exists shall
constitute the sole remedy respecting such
defect or omission available to the Trustee on behalf of
Certificateholders.
The preceding sentence
shall not, however, limit any remedies available to the
Certificateholders, the Depositor or the Trustee
pursuant to each Sale Agreement with respect to other matters.
The Custodian shall be under no duty or
obligation to inspect, review and examine such documents,
instruments, certificates or other papers to
determine that they are genuine, enforceable, recordable or
appropriate to the represented purpose, or
that they have actually been recorded, or that they are other than
what they purport to be on their
face. The Custodian shall not have any responsibility for
determining whether any document is valid and
binding, whether the text of any assignment or endorsement is in
proper or recordable form, whether any
document has been recorded in accordance with the requirements of
any applicable jurisdiction, or
whether a blanket assignment is permitted in any applicable
jurisdiction. The Servicers, the Trustee and
the Custodian shall keep confidential the name of each Mortgagor
except as required by this Agreement
and the Servicers, the Trustee and the Custodian shall not solicit
any such Mortgagor for the purpose of
refinancing the related Mortgage Loan; notwithstanding anything
herein to the contrary, the foregoing
shall not be construed to prohibit (i) disclosure of any and all
information that is or becomes publicly
known, or information obtained by the Custodian, Trustee or the
Servicers from sources other than the
other parties hereto, (ii) disclosure of any and all information
(A) if required by any applicable law,
rule or regulation, (B) to any government agency or regulatory body
having or claiming authority to
regulate or oversee any aspects of the Custodian's business or that
of its affiliates, (C) pursuant to
any subpoena, civil investigation demand or similar demand or
request of any court, regulatory
authority, arbitrator or arbitration to which the Custodian or any
affiliate or an officer, director,
employer or shareholder thereof is a party or (D) to any affiliate,
independent or internal auditor,
agent, employee or attorney of the Trustee, the Custodian or the
Servicers having a need to know the
same, provided that the Trustee, the Custodian or the Servicers, as
applicable, advises such recipient
of the confidential nature of the information being disclosed, or
(iii) any other disclosure authorized
by the Depositor.
It is understood and agreed that all rights and benefits relating
to the solicitation
of any Mortgagors and the attendant rights, title and interest in
and to the list of Mortgagors and data
relating to their Mortgages shall be retained by the applicable
Servicer.
Within 45 days of the Closing Date, the Custodian shall deliver to
the Depositor, the Trustee,
the Sellers and the Servicers the Custodian's Certification,
substantially in the form of Exhibit D
attached hereto, evidencing the completeness of the Mortgage Files,
with any exceptions noted thereto.
SECTION 2.03.
Representations, Warranties and Covenants of the Depositor.
(a)
The Depositor hereby represents and warrants to the Servicers, the
Custodian and the Trustee as
follows, as of the date hereof:
63
(i)
The Depositor is duly organized and is validly existing as a
limited liability company in good
standing under the laws of the State of Delaware and has full power
and authority (corporate
and other) necessary to own or hold its properties and to conduct
its business as now conducted
by it and to enter into and perform its obligations under this
Agreement and the Sale Agreement.
(ii)
The Depositor has the full corporate power and authority to
execute, deliver and perform, and
to enter into and consummate the transactions contemplated by, this
Agreement and each Sale
Agreement and has duly authorized, by all necessary corporate
action on its part, the
execution, delivery and performance of this Agreement and each Sale
Agreement; and this
Agreement and each Sale Agreement, assuming the due authorization,
execution and delivery
hereof by the other parties hereto, constitutes a legal, valid and
binding obligation of the
Depositor, enforceable against the Depositor in accordance with its
terms, subject, as to
enforceability, to (i) bankruptcy, insolvency, reorganization,
moratorium and other similar
laws affecting creditors' rights generally and (ii) general
principles of equity, regardless of
whether enforcement is sought in a proceeding in equity or at law.
(iii)
The execution and delivery of this Agreement and each Sale
Agreement by the Depositor, the
consummation of the transactions contemplated by this Agreement and
the Sale Agreement, and the
fulfillment of or compliance with the terms hereof are in the
ordinary course of business of
the Depositor and will not (A) result in a material breach of any
term or provision of the
charter or by-laws of the Depositor or (B) materially conflict
with, result in a violation or
acceleration of, or result in a material default under, the terms
of any other material
agreement or instrument to which the Depositor is a party or by
which it may be bound or (C)
constitute a material violation of any statute, order or regulation
applicable to the Depositor
of any court, regulatory body, administrative agency or
governmental body having jurisdiction
over the Depositor; and the Depositor is not in breach or violation
of any material indenture
or other material agreement or instrument, or in violation of any
statute, order or regulation
of any court, regulatory body, administrative agency or
governmental body having jurisdiction
over it which breach or violation may materially impair the
Depositor's ability to perform or
meet any of its obligations under this Agreement.
(iv)
No litigation is pending, or, to the best of the Depositor's
knowledge, threatened, against the
Depositor that would materially and adversely affect the execution,
delivery or enforceability
of this Agreement and each Sale Agreement or the ability of the
Depositor to perform its
obligations under this Agreement and each Sale Agreement in
accordance with the terms hereof.
(v)
No consent, approval, authorization or order of any court or
governmental agency or body is
required for the execution, delivery and performance by the
Depositor of, or compliance by the
Depositor with, this Agreement and each Sale Agreement or the
consummation of the transactions
contemplated hereby, or if any such consent, approval,
authorization or order is required, the
Depositor has obtained the same. The Depositor hereby represents
and warrants to the Trustee
with respect to each Mortgage Loan as of the Closing Date, and
following the transfer of the
Mortgage Loans to it by the Sellers, the Depositor had good title
to the Mortgage Loans and the
Mortgage Notes were subject to no offsets, claims, liens, mortgage,
pledge, charge, security
interest, defenses or counterclaims.
(b)
(i)
The representations and warranties of each Seller with respect to
the
Mortgage Loans contained in the applicable Sale Agreement were made
as of the Closing Date.
The
Trustee acknowledges that the Depositor shall have no obligation or
liability with respect to any
64
breach of any representation or warranty with respect to the
Mortgage Loans (except as set forth in
Section 2.03(a)(v)) under any circumstances.
(ii)
The Depositor makes the following representations and warranties to
the
parties hereto as to the Mortgage Loans on which the Trustee is
deemed to have relied in acquiring the
Mortgage Loans.
Such representations and warranties speak as of the Closing Date,
but shall survive
until the termination of this Agreement.
Such representations and warranties shall not be waived by any
of the parties to this Agreement:
(A)
This Agreement creates a valid and continuing security interest (as
defined in the Uniform
Commercial Code as in force in the relevant jurisdiction) in the
Mortgage
Loans in favor of the Trustee, which security interest is prior to
all other
liens, and is enforceable as such as against creditors of and
purchasers from
the Depositor.
(B)
The Mortgage Loans constitute "instruments" within the meaning of
the Uniform Commercial Code
as in force in the relevant jurisdiction.
(C)
The Depositor owns and has good and marketable title to the
Mortgage Loans free and clear of
any lien, claim or encumbrance of any Person.
(D)
The Depositor has received all consents and approvals required by
the terms of the Mortgage
Loans to the sale of the Mortgage Loans hereunder to the Trustee.
(E)
The Depositor has caused or will have caused, within ten days, the
filing of all appropriate
financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security
interest
in the Mortgage Loans granted to the Trustee hereunder.
(F)
Other than the security interest granted to the Trustee pursuant to
this Agreement, the
Depositor has not pledged, assigned, sold, granted a security
interest in, or
otherwise conveyed any of the Mortgage Loans.
The Depositor has not
authorized the filing of and is not aware of any financing
statements against
the Depositor that include a description of collateral covering the
Mortgage
Loans other than any financing statement relating to the security
interest
granted to the Trustee hereunder or that has been terminated.
Debtor is not
aware of any judgment or tax lien filings against it.
(G)
The Custodian has in its possession all original copies of the
Mortgage Notes that constitute
or evidence the Mortgage Loans.
The Mortgage Notes that constitute or
evidence the Mortgage Loans do not have any marks or notations
indicating that
they have been pledged, assigned or otherwise conveyed to any
Person other
than the Trustee.
All financing statements filed or to be filed against the
Depositor in favor of the Trustee in connection herewith describing
the
Mortgage Loans contain a statement to the following effect: "A
purchase of or
security interest in any collateral described in this financing
statement will
violate the rights of the secured party as more fully described in,
and
subject to the terms of, the related transaction documents."
65
(iii)
The Depositor hereby covenants to maintain the perfection and
priority of the
security interest of the Trustee created by this Agreement.
(c)
Upon discovery by any of the Depositor, the Servicers or the
Trustee of a breach of any of the
representations and warranties of a Seller under the related Sale
Agreement that adversely and
materially affects the value of the related Mortgage Loan,
Prepayment Charges or the interests of the
Certificateholders, the party discovering such breach shall give
prompt written notice to the other
parties.
Within 90 days of the discovery of such breach of any
representation or warranty of the
applicable Seller under the related Sale Agreement, the Seller,
pursuant to the related Sale
Agreement, is obligated to either (a) cure such breach in all
material respects, (b) repurchase such
Mortgage Loan or any property acquired in respect thereof from the
Trustee at the Purchase Price or
(c) within the two year period following the Closing Date,
substitute a Replacement Mortgage Loan for
the affected Mortgage Loan.
In the event of discovery of a breach of any representation and
warranty
of a Seller, the Trustee shall enforce its rights under the related
Sale Agreement for the benefit of
Certificateholders.
In the event that such breach relates solely to the
unenforceability of a
Prepayment Charge, amounts received in respect of such indemnity up
to the amount of such Prepayment
Charge shall be distributed pursuant to Section 4.04(b)(i).
Any such substitution of a Mortgage Loan
shall not be effected prior to the additional delivery to the
Custodian of a Request for Release
substantially in the form of Exhibit I and shall not be effected
unless it is within two years of the
Startup Day.
As provided in the Sale Agreements, the applicable Seller
indemnifies and holds the
Trust Fund, the Trustee, the Depositor, the Custodian, the
Servicers and each Certificateholder
harmless against any and all taxes, claims, losses, penalties,
fines, forfeitures, reasonable legal
fees and related costs, judgments, and any other costs, fees and
expenses that the Trust Fund, the
Trustee, the Depositor, the Custodian, the Servicers and any
Certificateholder may sustain in
connection with any actions of the Seller relating to a repurchase
of a Mortgage Loan other than in
compliance with the terms of the related Sale Agreement, to the
extent that any such action causes (i)
any federal or state tax to be imposed on the Trust Fund or any
REMIC provided for herein, including
without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of
the Code or on "contributions after the startup day" under Section
860G(d)(1) of the Code, or (ii) any
REMIC created hereunder to fail to qualify as a REMIC at any time
that any Certificate is outstanding.
In furtherance of the foregoing, the Sale Agreements provide that
if the applicable Seller is not a
member of MERS and repurchases a Mortgage Loan which is registered
on the MERS System, the Seller, at
its own expense and without any right of reimbursement, shall cause
MERS to execute and deliver an
assignment of the Mortgage in recordable form to transfer the
Mortgage from MERS to the Seller and
shall cause such Mortgage to be removed from registration on the
MERS System in accordance with MERS'
rules and regulations.
With respect to any Mortgage Loan repurchased by the Depositor
pursuant to this Agreement, or
by a Seller pursuant to the Sale Agreements, the principal portion
of the funds received by the
applicable Servicer in respect of such repurchase of a Mortgage
Loan will be considered a Principal
Prepayment and shall be deposited by the Servicer in the Servicer
Collection Account pursuant to Section
3.05 and the Servicer shall notify the Trustee of its receipt of
the same.
The Custodian, upon written
receipt of notice from the Servicer of its receipt of the full
amount of the Purchase Price for a
Deleted Mortgage Loan, or upon receipt of the Mortgage File for a
Replacement Mortgage Loan substituted
for a Deleted Mortgage Loan, shall release or cause to be released
and the Trustee shall reassign to the
Depositor or the Seller, as applicable, the related Mortgage File
for the Deleted Mortgage Loan and
shall execute and deliver such instruments of transfer or
assignment, in each case without recourse,
representation or warranty, as shall be necessary to vest in such
party or its designee or assignee
title to any Deleted Mortgage Loan released pursuant hereto, free
and clear of all security interests,
liens and other encumbrances created by this Agreement, which
instruments shall be prepared by the
Depositor or the Seller, as applicable, and the Custodian shall
have no further responsibility with
respect to the Mortgage File relating to such Deleted Mortgage
Loan.
66
With respect to each Replacement Mortgage Loan to be delivered to
the Custodian pursuant to the
terms of this Article II in exchange for a Deleted Mortgage Loan:
(i) the Depositor or the applicable
Seller (pursuant to the related Sale Agreement), as applicable,
must deliver to the Custodian the
Mortgage File for the Replacement Mortgage Loan containing the
documents set forth in Section 2.01 along
with a written certification certifying as to the delivery of such
Mortgage File and containing the
granting language set forth in Section 2.01; and (ii) the Depositor
will be deemed to have made, with
respect to such Replacement Mortgage Loan, each of the
representations and warranties made by it with
respect to the related Deleted Mortgage Loan.
The Custodian shall review the Mortgage File with respect
to each Replacement Mortgage Loan and certify to the Depositor that
all documents required by Section
2.01 have been executed and received.
For any month in which a Seller substitutes one or more Replacement
Mortgage Loans for one or
more Deleted Mortgage Loans, the Seller, pursuant to the related
Sale Agreement, will determine the
amount (if any) by which the aggregate principal balance of all
such Replacement Mortgage Loans as of
the date of substitution and the aggregate Prepayment Charges with
respect to such Replacement Mortgage
Loans is less than the aggregate Stated Principal Balance (after
application of the principal portion of
the Scheduled Payment due in the month of substitution) and
aggregate Prepayment Charges of all such
Deleted Mortgage Loans.
Pursuant to the Sale Agreement, an amount equal to the aggregate of
the
deficiencies described in the preceding sentence (such amount, the
"Substitution Adjustment Amount")
plus an amount equal to any unreimbursed costs, penalties and/or
damages incurred by the Trust Fund in
connection with any violation relating to such Deleted Mortgage
Loan of any predatory or abusive lending
law shall be remitted by the Seller to the applicable Servicer for
deposit into the Servicer Collection
Account on the Determination Date for the Distribution Date
relating to the Prepayment Period during
which the related Mortgage Loan became required to be purchased or
replaced hereunder.
Notwithstanding any other provision of this Agreement, the right to
substitute Mortgage Loans
pursuant to this Article II shall be subject to the additional
limitations that no substitution of a
Replacement Mortgage Loan for a Deleted Mortgage Loan shall be made
unless the Trustee shall have
received an Opinion of Counsel (at the expense of the party seeking
to make the substitution) that,
under current law, such substitution will not (A) affect adversely
the status of any REMIC established
hereunder as a REMIC, or of the related "regular interests" as
"regular interests" in any such REMIC, or
(B) cause any such REMIC to engage in a "prohibited transaction" or
prohibited contribution pursuant to
the REMIC Provisions.
Each Servicer shall cause the Mortgage Loan Schedule to be amended
in accordance with the terms
of this Agreement base on information provided to such Servicer.
The Depositor shall give or cause to be given written notice to the
Certificateholders that
such substitution has taken place, shall amend the Mortgage Loan
Schedule to reflect the removal of such
Deleted Mortgage Loan from the terms of this Agreement and the
substitution of the Replacement Mortgage
Loan or Replacement Mortgage Loans and shall deliver a copy of such
amended Mortgage Loan Schedule to
each Servicer and the Trustee.
Upon such substitution by a Seller, such Replacement Mortgage Loan
or
Replacement Mortgage Loans shall constitute part of the Mortgage
Pool and shall be subject in all
respects to the terms of this Agreement and the related Sale
Agreement, including all applicable
representations and warranties thereof included in the related Sale
Agreement as of the date of
substitution.
(d)
It is understood and agreed that the representations, warranties
and indemnification (i) set
forth in this Section 2.03 and (ii) of the Sellers and the
Depositor set forth in the Sale Agreements
and assigned to the Trustee by the Depositor hereunder shall each
survive delivery of the Mortgage
67
Files and the Assignment of Mortgage of each Mortgage Loan to the
Trustee and shall continue
throughout the term of this Agreement.
(e)
The Depositor shall deliver a copy of the Mortgage Loan Schedule to
each Servicer on the
Closing Date.
SECTION 2.04.
Representations and Warranties of the Servicers and the Trustee.
(a)
Wells Fargo hereby represents and warrants to the Depositor, the
Custodian and the Trustee as
follows, as of the date hereof:
(i)
Wells Fargo is duly organized and is validly existing as a national
banking association and is
duly authorized and qualified to transact any and all business
contemplated by this Agreement to be
conducted by Wells Fargo in any state in which a Mortgaged Property
(or Underlying Mortgaged Property,
in the case of a Co-op Loan) is located or is otherwise not
required under applicable law to effect such
qualification and, in any event, is in compliance with the doing
business laws of any such state, to the
extent necessary to ensure its ability to enforce each Mortgage
Loan, to service the Mortgage Loans in
accordance with the terms of this Agreement and to perform any of
its other obligations under this
Agreement in accordance with the terms hereof.
(ii)
Wells Fargo has the corporate power and authority to service each
Mortgage Loan, and to
execute, deliver and perform, and to enter into and consummate the
transactions contemplated by this
Agreement and has duly authorized by all necessary corporate action
on the part of Wells Fargo the
execution, delivery and performance of this Agreement; and this
Agreement, assuming the due
authorization, execution and delivery hereof by the other parties
hereto, constitutes a legal, valid and
binding obligation of Wells Fargo, enforceable against Wells Fargo
in accordance with its terms, except
that (a) the enforceability hereof may be limited by bankruptcy,
insolvency, moratorium, receivership,
laws administered by the FDIC affecting the contract obligations of
insured banks and other similar laws
relating to creditors' rights generally and (b) the remedy of
specific performance and injunctive and
other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court
before which any proceeding therefor may be brought.
(iii)
The execution and delivery of this Agreement by Wells Fargo, the
servicing of the Mortgage
Loans under this Agreement, the consummation of any other of the
transactions contemplated by this
Agreement, and the fulfillment of or compliance with the terms
hereof are in the ordinary course of
business of Wells Fargo and will not (A) result in a material
breach of any term or provision of the
charter or by-laws of Wells Fargo or (B) materially conflict with,
result in a material breach,
violation or acceleration of, or result in a material default
under, the terms of any other material
agreement or instrument to which Wells Fargo is a party or by which
it may be bound, or (C) constitute a
material violation of any statute, order or regulation applicable
to Wells Fargo of any court,
regulatory body, administrative agency or governmental body having
jurisdiction over Wells Fargo; and
Wells Fargo is not in breach or violation of any material indenture
or other material agreement or
instrument, or in violation of any statute, order or regulation of
any court, regulatory body,
administrative agency or governmental body having jurisdiction over
it which breach or violation may
materially impair Wells Fargo's ability to perform or meet any of
its obligations under this Agreement.
(iv)
Wells Fargo is an approved servicer of mortgage loans for Fannie
Mae and is an approved
servicer of mortgage loans for Freddie Mac.
(v)
No litigation is pending or, to the best of Wells Fargo's
knowledge, threatened, against Wells
Fargo that would materially and adversely affect the execution,
delivery or enforceability of this
68
Agreement or the ability of Wells Fargo to service the Mortgage
Loans or to perform any of its other
obligations under this Agreement in accordance with the terms
hereof.
(vi)
No consent, approval, authorization or order of any court or
governmental agency or body is
required for the execution, delivery and performance by Wells Fargo
of, or compliance by Wells Fargo
with, this Agreement or the consummation of the transactions
contemplated hereby, or if any such
consent, approval, authorization or order is required, Wells Fargo
has obtained the same.
(vii)
Wells Fargo has fully furnished (for the period it serviced the
Mortgage Loans), in accordance
with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information
(e.g., favorable and unfavorable) on its borrower credit files to
Equifax, Experian and Trans Union
Credit Information Company on a monthly basis.
(viii)
Each Mortgage Loan, during the time period it has been serviced by
Wells Fargo, has been
serviced in all material respects in accordance with all applicable
laws and regulations, including,
without limitation, usury, equal credit opportunity, disclosure and
recording laws and all
anti-predatory, abusive and fair lending laws and the terms of the
related Mo
