Pooling and Servicing Agreement

 

 

 

POOLING AND SERVICING AGREEMENT

among

BAYVIEW FINANCIAL SECURITIES COMPANY, LLC,

as Depositor

 

WELLS FARGO BANK, N.A.,

as Master Servicer

and

U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Trustee

 

BAYVIEW FINANCIAL MORTGAGE PASS-THROUGH TRUST 2006-D

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-D

 

Dated as of November 1, 2006

 

TABLE OF CONTENTS

 

EXHIBITS
Exhibit A	Form of Certificates
Exhibit B	Form of Initial Certification
Exhibit C	Form of Interim Certification
Exhibit D	Form of Final Certification
Exhibit E	Form of Request for Release of Documents
Exhibit F	Class A-IO Schedule
Exhibit G-1	Cap Agreement
Exhibit G-2	Swap Agreement
Exhibit H	List of Servicing Agreements
Exhibit I	[Reserved]
Exhibit J	Non-Servicer Obligated Mortgage Loans
Exhibit K	Form of Investment Letter for Qualified Institutional Buyers
Exhibit L	Form of ERISA Transfer Affidavit
Exhibit M	Form Certification to be Provided to Depositor by Master Servicer
Exhibit N	Form of Residual Transferor Affidavit
Exhibit O	Form of Residual Transferee Affidavit
Exhibit P-1	Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit P-2	Additional Form 8-K Disclosure
Exhibit P-3	Additional Form 10-D Disclosure
Exhibit P-4	Additional Form 10-K Disclosure
Exhibit P-5	Additional Disclosure Notification

SCHEDULES
Schedule I	Mortgage Loan Schedule (by Mortgage Pool)
Schedule I-A	Simple Interest Mortgage Loans
Schedule I-B	Prepayment Premium Conveyed Mortgage Loans
Schedule I-C	Non-Monthly Mortgage Loans
Schedule I-D	Convertible Mortgage Loans
Schedule I-E	Holdback Mortgage Loans
Schedule I-F	[Reserved]
Schedule I-G	Stripped Mortgage Loans
Schedule I-H	60+ Delinquent Mortgage Loans
Schedule I-I	Foreclosure Restricted Loans
Schedule II-A	2003-G Re-sold Mortgage Loans
Schedule II-B	2005-A Re-sold Mortgage Loans
Schedule II-C	2005-E Re-sold Mortgage Loans

 

 

POOLING AND SERVICING AGREEMENT, dated as of November 1, 2006 (this “Agreement” or “Pooling and Servicing Agreement”), among Bayview Financial Securities Company, LLC, a Delaware limited liability company, as depositor (“BFSC” or the “Depositor”), Wells Fargo Bank, N.A., a national banking association, its successors and permitted assigns, as master servicer (the “Master Servicer”) and U.S. Bank National Association, a national banking association, its successors and permitted assigns, not in its individual capacity, but solely as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, Bayview Financial, L.P., a Delaware limited partnership (the “Seller”), has conveyed the Mortgage Loans to the Depositor pursuant to (except in the case of the Re-sold Mortgage Loans) the Purchase Agreement;

WHEREAS, the Depositor will transfer such Mortgage Loans to the Trustee pursuant to this Agreement;

WHEREAS, the Depositor will transfer any and all of its rights in an interest rate cap agreement and certain other assets to the Trustee pursuant to this Agreement;

WHEREAS, the 2003-G Revolving Trust will convey the 2003-G Re-sold Mortgage Loans and assign its rights under the 2003-G Revolving Purchase Agreement relating to such Re-sold Mortgage Loans to Bayview Financial Property Trust II (“BFPT II”) pursuant to the 2003-G Revolving Assignment Agreement, BFPT II will convey the 2003-G Re-sold Mortgage Loans to the Depositor pursuant to the BFPT II Assignment Agreement, and the Depositor will transfer the 2003-G Re-sold Mortgage Loans to the Trustee pursuant to this Agreement;

WHEREAS, the 2005-A Revolving Trust will convey the 2005-A Re-sold Mortgage Loans and assign its rights under the 2005-A Revolving Purchase Agreement relating to such Re-sold Mortgage Loans to BFPT II pursuant to the 2005-A Revolving Assignment Agreement, BFPT II will convey the 2005-A Re-sold Mortgage Loans to the Depositor pursuant to the BFPT II Assignment Agreement, and the Depositor will transfer the 2005-A Re-sold Mortgage Loans to the Trustee pursuant to this Agreement;

WHEREAS, the 2005-E Revolving Trust will convey the 2005-E Re-sold Mortgage Loans and assign its rights under the 2005-E Revolving Purchase Agreement relating to such Re-sold Mortgage Loans to BFPT II pursuant to the 2005-E Revolving Assignment Agreement, BFPT II will convey the 2005-E Re-sold Mortgage Loans to the Depositor pursuant to the BFPT II Assignment Agreement, and the Depositor will transfer the 2005-E Re-sold Mortgage Loans to the Trustee pursuant to this Agreement;

WHEREAS, the Master Servicer is willing to act as the Master Servicer hereunder to supervise the servicing of the Mortgage Loans, as provided herein, on behalf of the Trustee.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties agree as follows:

 

PRELIMINARY STATEMENT

The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. As provided herein, the Trustee shall elect that the Trust Fund (exclusive of (i) the Cap Agreement, (ii) the Reserve Fund, (iii) the right to receive and the obligation to pay Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the right to receive and the obligation to pay AFC Shortfalls, (v) the right to receive and the obligation to pay the Class A-IO Termination Amount, (vi) the Swap Agreement, (vii) the Supplemental Interest Trust Account, (viii) the Supplemental Interest Trust and (ix) any Additional Collateral (collectively, the “Excluded Trust Assets”)) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of the Code (each a “REMIC” or, in the alternative “REMIC 1,” “REMIC 2,” “REMIC 3” and “REMIC 4,” REMIC 4 also being referred to as the “Upper Tier REMIC”). Any inconsistencies or ambiguities in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves the validity of such REMIC elections.

Each Certificate, other than the Class RL and Class R Certificates, represents ownership of a regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each Certificate, other than the Class RL and Class R Certificates, the Interest-Only Certificates and the Class X and Class P Certificates, represents (i) the right to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (ii) the right to receive and the obligation to pay AFC Shortfalls. The Class R Certificates represent ownership of the sole Class of residual interest in each of REMIC 2, REMIC 3 and the Upper Tier REMIC for purposes of the REMIC Provisions. The Class RL Certificates represent ownership of the sole class of residual interest in REMIC 1.

The Upper Tier REMIC shall hold as its assets the uncertificated Interests in REMIC 3, other than the R-3 Interest, and each such Interest is hereby designated as a regular interest in REMIC 3 for purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the uncertificated Interests in REMIC 2, other than the R-2 Interest, and each such Interest is hereby designated as a regular interest in REMIC 2 for purposes of the REMIC Provisions. REMIC 2 shall hold as its assets the uncertificated Interests in REMIC 1, other than the R-1 Interest, and each such Interest is hereby designated as a regular interest in REMIC 1 for purposes of the REMIC Provisions. REMIC 1 shall hold as its assets the property of the Trust Fund other than the Interests in REMIC 1, REMIC 2 and REMIC 3 and the Excluded Trust Assets.

The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date. In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the Latest Possible Maturity Date.

REMIC 1:

 

 

On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC 1 all expenses of the Trust for such Distribution Date other than any expenses relating to the Swap Agreement.

On each Distribution Date, interest distributable in respect of the Mortgage Loans for such Distribution Date shall be distributed to the Interests in REMIC 1 at the rates shown above.

On each Distribution Date, all Realized Losses and all payments of principal in respect of the Mortgage Loans in Pool 1 shall be allocated to the Class T1-Pool-1 Interest until the principal balance of such Interest is reduced to zero.

 

On each Distribution Date, all Realized Losses and all payments of principal in respect of the Mortgage Loans in Pool 2 shall be allocated to the Class T1-A Interest until the principal balance of such Interest is reduced to zero, and then to the Class T1-F and Class T1-V Interests, in equal amounts to each such Class, until the principal balance of each such Interest is reduced to zero.

On each Distribution Date, all prepayment premiums or penalties or yield maintenance payments received with respect to Pool 1 during the related Prepayment Period (to the extent payable to the Class P Certificates) shall be distributed to the T1-Pool-1 Interest. On each Distribution Date, all prepayment premiums or penalties or yield maintenance payments received with respect to Pool 2 during the related Prepayment Period (to the extent payable to the Class P Certificates) shall be distributed to the T1-F Interest.

REMIC 2:

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 2, each of which (other than the R-2 Interest) is hereby designated as a regular interest in REMIC 2 (the “REMIC 2 Regular Interests”):

 

On each Distribution Date, interest distributable in respect of the REMIC 1 Interests for such Distribution Date shall be distributed to the Interests in REMIC 2 at the rates shown above.

On each Distribution Date, all Realized Losses and all payments of principal in respect of the Mortgage Loans in Pool 1 shall be allocated to the T2-Pool-1 Interest until the principal balance of such Interest is reduced to zero, and then to the Interests having the letters “A-IO-1” in their Class designation in descending order of their numerical designation until the principal balance of each such Interest is reduced to zero.

On each Distribution Date, all Realized Losses and all payments of principal in respect of the Mortgage Loans in Pool 2 shall be allocated to the T2-Pool-2 Interest until the principal balance of such Interest is reduced to zero, and then to the Interests having the letters “A-IO-2” in their Class designation in descending order of their numerical designation until the principal balance of each such Interest is reduced to zero.

On each Distribution Date, all prepayment premiums or penalties or yield maintenance payments received with respect to Pool 1 during the related Prepayment Period (to the extent payable to the Class P Certificates) shall be distributed to the T2-30A-IO-1 Interest. On each Distribution Date, all prepayment premiums or penalties or yield maintenance payments received with respect to Pool 2 during the related Prepayment Period (to the extent payable to the Class P Certificates) shall be distributed to the T2-30A-IO-2 Interest.

REMIC 3:

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 3, each of which (other than the R-3 Interest) is hereby designated as a regular interest in REMIC 3 (the “REMIC 3 Regular Interests”):

 

On each Distribution Date, interest distributable in respect of the REMIC 2 Regular Interests shall be distributed with respect to each of the Interests in REMIC 3 based on the above-described interest rates, provided,   however , that interest that accrues on the T3-Q Interest shall be deferred to the extent necessary to make the principal distributions described in priorities (i) through (v) below for such Distribution Date. Any interest so deferred shall itself bear interest at the interest rate for the T3-Q Interest.

On each Distribution Date, the principal distributed on the REMIC 2 Regular Interests (together with an amount equal to the interest deferred on the Class T3-Q Interest for such Distribution Date) shall be distributed, and Realized Losses shall be allocated, among the Interests in REMIC 3 in the following order of priority:

(i)   first, to the T3-PSA-1 interest until its outstanding principal amount equals one percent of the Pool Subordinate Amount for Pool 1 immediately after such Distribution Date;

(ii)   second, to the T3-PSA-2 interest until its outstanding principal amount equals one percent of the Pool Subordinate Amount for Pool 2 immediately after such Distribution Date;

(iii)   third, to each remaining interest in REMIC 3 having a Corresponding Class in REMIC 4 (other than a REMIC 3 interest having an “A-IO” in its class designation) until the outstanding principal amount of each such interest equals one-quarter of the outstanding principal amount of the Corresponding Class of Certificates for such interest immediately after such Distribution Date;

(iv)   fourth, to the T3-Pool-1 Interest until the aggregate principal balance of such interest, the T3-PSA-1 interest, the T3-1-A1 interest, the T3-1-A2 interest, the T3-1-A3 interest, the T3-1-A4 interest and the T3-1-A5 interest equals one half of the sum of the outstanding principal balances of the Pool 1 Mortgage Loans immediately after such Distribution Date;

(v)   fifth, to the T3-Pool-2 Interest until the aggregate principal balance of such interest, the T3-PSA-2 interest, the T3-2-A1 interest, the T3-2-A2 interest, the T3-2-A3 interest and the T3-2-A4 interest equals one half of the sum of the outstanding principal balances of the Pool 2 Mortgage Loans immediately after such Distribution Date; and

On each Distribution Date, all prepayment premiums or penalties or yield maintenance payments received during the related Prepayment Period (to the extent payable to the Class P Certificates) with respect to the Mortgage Loans shall be distributed to the T3-Q Interest.

 

REMIC 4:

The following table sets forth the designations, principal balances, and interest rates for each interest in REMIC 4, each of which (other than the R-4 Interest) is hereby designated as a regular interest in REMIC 4 (the “REMIC 4 Regular Interests”):

 

On each Distribution Date, interest distributable in respect of the REMIC 3 Regular Interests for such Distribution Date shall be distributed to the Interests in REMIC 4 at the rates shown above.

On each Distribution Date, each REMIC 4 Regular Interest shall be allocated Realized Losses and principal in amounts equal to those allocated to the Corresponding Class of Certificates for each such REMIC 4 Regular Interest.

Certificates:

The following table sets forth certain characteristics of the Certificates, together with minimum denominations and integral multiples in excess thereof in which such Classes shall be issuable (except that one Class R Certificate representing the Tax Matters Person Certificate may be issued in a different amount):

Class Designation	Initial Class Principal Balance or Class Notional Balance	Interest Rate (per annum)	Minimum Denomination	Integral Multiples in Excess of Minimum
Class 1-A1	$ 91,428,000	(1)	$ 100,000	$ 1
Class 1-A2	$ 35,257,000	(2)	$ 100,000	$ 1
Class 1-A3	$ 13,886,000	(3)	$ 100,000	$ 1
Class 1-A4	$ 17,571,000	(4)	$ 100,000	$ 1
Class 1-A5	$ 17,571,000	(5)	$ 100,000	$ 1
Class 2-A1	$ 64,529,000	(6)	$ 100,000	$ 1
Class 2-A2	$ 24,712,000	(7)	$ 100,000	$ 1
Class 2-A3	$ 34,065,000	(8)	$ 100,000	$ 1
Class 2-A4	$ 123,306,000	(9)	$ 100,000	$ 1
Class A-IO	(10)	(11)	$ 1,000,000(12)	(12)
Class M-1	$ 24,843,000	(13)	$ 100,000	$ 1
Class M-2	$ 7,063,000	(14)	$ 100,000	$ 1
Class M-3	$ 12,178,000	(15)	$ 100,000	$ 1
Class M-4	$ 4,871,000	(16)	$ 100,000	$ 1
Class B-1	$ 4,871,000	(17)	$ 100,000	$ 1
Class B-2	$ 4,140,000	(18)	$ 100,000	$ 1
Class B-3	$ 4,871,000	(19)	$ 100,000	$ 1
Class X	(20)	(20)	(21)	(21)
Class P	(22)	(23)	(23)	(23)
Class R	(24)	(24)	(25)	(25)
Class RL	(26)	(26)	(27)	(27)

 

ARTICLE I

DEFINITIONS

As used herein, the following terms shall have the following meanings:

10-K Filing Deadline : As defined in Section 4.31(c) hereof.

 

2003-G Re-sold Mortgage Loan : Any Mortgage Loan assigned by the 2003-G Revolving Trust to BFPT II and subsequently assigned by BFPT II to the Depositor pursuant to the BFPT II Assignment Agreement and identified on Schedule II-A hereto.

2003-G Revolving Assignment Agreement : The Assignment and Relinquishment of Security Interest Agreement dated as of November 1, 2006, by and among the 2003-G Revolving Trust, BFPT II and the Indenture Trustee, as such may be amended or supplemented from time to time.

2003-G Revolving Purchase Agreement : The Mortgage Loan Purchase Agreement dated as of December 1, 2003, by and between the Seller and BFPT II, providing for the transfer of certain mortgage loans (including the 2003-G Re-sold Mortgage Loans) to BFPT II.

2003-G Revolving Trust : Bayview Financial Revolving Asset Trust 2003-G.

2005-A Re-sold Mortgage Loan : Any Mortgage Loan assigned by the 2005-A Revolving Trust to BFPT II and subsequently assigned by BFPT II to the Depositor pursuant to the BFPT II Assignment Agreement and identified on Schedule II-B hereto.

2005-A Revolving Assignment Agreement : The Assignment and Relinquishment of Security Interest Agreement dated as of November 1, 2006, by and among the 2005-A Revolving Trust, BFPT II and the Indenture Trustee, as such may be amended or supplemented from time to time.

2005-A Revolving Purchase Agreement : The Mortgage Loan Purchase Agreement dated as of February 1, 2005, by and between the Seller and BFPT II, providing for the transfer of certain mortgage loans (including the 2005-A Re-sold Mortgage Loans) to BFPT II.

2005-A Revolving Trust : Bayview Financial Revolving Asset Trust 2005-A.

2005-E Re-sold Mortgage Loan : Any Mortgage Loan assigned by the 2005-E Revolving Trust to BFPT II and subsequently assigned by BFPT II to the Depositor pursuant to the BFPT II Assignment Agreement and identified on Schedule II-C hereto.

2005-E Revolving Assignment Agreement : The Assignment and Relinquishment of Security Interest Agreement dated as of November 1, 2006, by and among the 2005-E Revolving Trust, BFPT II and the Indenture Trustee, as such may be amended or supplemented from time to time.

2005-E Revolving Purchase Agreement : The Mortgage Loan Purchase Agreement dated as of November 1, 2005, by and between the Seller and BFPT II, providing for the transfer of certain mortgage loans (including the 2005-E Re-sold Mortgage Loans) to BFPT II.

2005-E Revolving Trust : Bayview Financial Revolving Asset Trust 2005-E.

60-Day Delinquency Rate : With respect to any Due Period, the fraction, expressed as a percentage, (a) the numerator of which is the aggregate outstanding principal balance of all Mortgage Loans 60 days or more delinquent, all Mortgage Loans in foreclosure, and all Mortgage Loans relating to REO Property as of the close of business on the last day of such Due Period and (b) the denominator of which is the Aggregate Pool Balance on the last day of such Due Period.

 

A-IO(1) Component Available Funds Cap : With respect to each Distribution Date and the A-IO(1) Component, a per annum rate equal to (a) a fraction, expressed as a percentage, the numerator of which is the product of (x) the Optimal Interest Remittance Amount for such Distribution Date and (y) 12, and the denominator of which is the A-IO(1) Component Notional Balance for such Distribution Date.

A-IO(2) Component Available Funds Cap : With respect to each Distribution Date and the Class A-IO(2) Component, a per annum rate equal to (a) the Pool 2 Net WAC minus (b)(1) a fraction, the numerator of which is the product of (x) the sum of any Net Swap Payment and Swap Termination Payment (not due to a Swap Counterparty Trigger Event) owed to the Swap Counterparty for the related Distribution Date and (y) 12, and the denominator of which is the Pool Balance for Pool 2 for that Distribution Date.

Accepted Master Servicing Practices : With respect to any Mortgage Loan, those customary mortgage master servicing practices of prudent mortgage servicing institutions that master service mortgage loans of the same type and quality as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located, to the extent applicable to the Master Servicer (except in its capacity as successor to a Servicer).

Accrual Period : With respect to any Distribution Date and (i) the Group 1 Certificates, the calendar month immediately preceding such Distribution Date and (ii) the Class A-IO Certificates (and each Component thereof) and the LIBOR Certificates, the period commencing on the immediately preceding Distribution Date (or the Closing Date in the case of the first Accrual Period) and ending on the day immediately preceding the current Distribution Date; provided, however , that the period determined pursuant to clause (i) shall be determined without giving effect to the parenthetical clause in the definition of Distribution Date. All calculations of interest on each Component of the Class A-IO Certificates and the Group 1 Certificates shall be made on the basis of a 360-day year assumed to consist of twelve 30-day months, and all calculations of interest on the LIBOR Certificates will be made on the basis of the actual number of days elapsed in the related Accrual Period and a year of 360 days.

Additional Collateral : With respect to any Additional Collateral Mortgage Loan, the marketable securities and other acceptable collateral pledged as collateral pursuant to the related pledge agreements.

Additional Collateral Mortgage Loan : Each Mortgage Loan identified as such on the Mortgage Loan Schedule.

Additional Disclosure Notification : As defined in Section 4.31(a) hereof.

Additional Form 10-D Disclosure : As defined in Section 4.31(b) hereof.

Additional Form 10-K Disclosure : As defined in Section 4.31(c) hereof.

 

Additional Servicer: Each affiliate of each Servicer that Services any of the Mortgage Loans and each Person that is not an affiliate of each such Servicer that Services 10% or more of the Mortgage Loans.

Additional Termination Event : As defined in the Swap Agreement.

Adjustable Rate Mortgage Loan : A Mortgage Loan that provides for the adjustment of the Mortgage Rate payable in respect thereto, identified as such on the Mortgage Loan Schedule.

Adjusted Lower Tier WAC : For any Accrual Period, the product of (a) four and (b) the weighted average of the interest rates on the T3-Q, T3-Pool-1, T3-PSA-1, T3-Pool-2, T3-PSA-2, T3-1-A1, T3-1-A2, T3-1-A3, T3-1-A4, T3-1-A5, T3-2-A1, T3-2-A2, T3-2-A3, T3-2-A4, T3-M-1, T3-M-2, T3-M-3, T3-M-4, T3-B-1, T3-B-2 and T3-B-3 Interests determined for this purpose by first subjecting the rate payable on the T3-Pool-1, T3-PSA-1, T3-Pool-2, T3-PSA-2 and T3-Q Interests to a cap of zero, and subjecting the rate payable on each of the T3-1-A1, T3-1-A2, T3-1-A3, T3-1-A4, T3-1-A5, T3-2-A1, T3-2-A2, T3-2-A3, T3-2-A4, T3-M-1, T3-M-2, T3-M-3, T3-M-4, T3-B-1, T3-B-2 and T3-B-3 Interests to a cap that corresponds to the Interest Rate for the Corresponding Class of Certificates; provided that the Interest Rate of each such Class shall be determined by substituting the REMIC 3 Net WAC Rate for the Pool 1 Available Funds Cap, Pool 2 Available Funds Cap or the Subordinate Available Funds Cap, as applicable.

Advances : Each of a Delinquency Advance and a Servicing Advance, as applicable.

Adverse Claim : Any claim of ownership or any lien, security interest, title retention, trust or other charge or encumbrance, or other type of preferential arrangement having the effect or purpose of creating a lien or security interest, other than any security interest created under this Agreement.

Adverse REMIC Event : Either (i) loss of status as a REMIC, within the meaning of Section 860D of the Code, for any group of assets identified as a REMIC in the Preliminary Statement to this Agreement, or (ii) imposition of any tax, including the tax imposed under Section 860F(a)(1) on prohibited transactions, and the tax imposed under Section 860G(d) on certain contributions to a REMIC, on any REMIC created hereunder to the extent such tax would be payable from assets held as part of the Trust Fund.

AFC Shortfall : As defined in Section 2.06(d) hereof.

Affected Party : As defined in the Swap Agreement.

Affiliate : With respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

 

Aggregate Pool Balance : With respect to any Distribution Date, the aggregate Principal Balance of the Pool 1 Mortgage Loans and the Pool 2 Mortgage Loans for such Distribution Date.

Agreement : This Pooling and Servicing Agreement, as amended from time to time, including all exhibits and schedules hereto.

Anniversary Year : The one-year period beginning on the Closing Date and ending on the first anniversary thereof, and each subsequent one-year period beginning on the day after the end of the preceding Anniversary Year and ending on next succeeding anniversary of the Closing Date.

Applied Loss Amount : With respect to any Distribution Date, the amount, if any, by which (x) the aggregate principal balance of the Group 1 Certificates and the LIBOR Certificates, after giving effect to distributions on such date, but before giving effect to any application of the Applied Loss Amount, exceeds (y) the Aggregate Pool Balance for such Distribution Date.

Assignment : With respect to each Mortgage Loan, an assignment of the Mortgage, notice of transfer or equivalent instrument sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the transfer of the Mortgage.

Assignment Agreement : Each of the 2003-G Revolving Assignment Agreement, the 2005-A Revolving Assignment Agreement and the 2005-E Revolving Assignment Agreement.

Authorized Officer : With respect to any corporation or limited liability company, the Chairman of the Board, the President, any Vice President, the Secretary, the Treasurer, any Assistant Secretary, any Assistant Treasurer and each other officer of such corporation or the members and manager of such limited liability company specifically authorized in resolutions of the Board of Directors of such corporation or limited liability company to sign agreements, instruments or other documents in connection with this Agreement on behalf of such corporation or limited liability company, as the case may be. With respect to any trust, any Authorized Officer of the corporate trustee or any individual co-trustee.

Available Excess Interest : Not applicable.

Balloon Loan : A Mortgage Loan with a Monthly Payment that does not fully amortize the principal amount of such Mortgage Loan over its term to stated maturity and that requires a substantial principal payment at maturity.

Balloon Payment : With respect to any Balloon Loan, a payment of the unamortized principal balance of such Mortgage Loan in a single payment at the maturity of such Mortgage Loan that is greater than the preceding Monthly Payment.

Basic Documents : This Agreement, the Purchase Agreement, the Servicing Agreements, the Assignment Agreements, the BFPT II Assignment Agreement, the Diligence Agreement, and any other agreements relating to the servicing of the Mortgage Loans, the Cap Agreement, the Swap Agreement and any amendment or supplement to any such document.

 

Basis Risk Payment : With respect to any Distribution Date and the Group 1 Certificates and any Class of LIBOR Certificates, an amount equal to the sum of (i) any Basis Risk Shortfall, (ii) any Unpaid Basis Risk Shortfall, and (iii) any amount required to be deposited into the Reserve Fund in order to satisfy the Reserve Fund Requirement for such Distribution Date, less any amounts received by the Trust Fund pursuant to the Cap Agreement, or received by the Supplemental Interest Trust pursuant to the Swap Agreement; provided, however, that the amount of the Basis Risk Payment for any Distribution Date shall not exceed the amount of Excess Cashflow otherwise distributable to the Class X Certificates pursuant to Section 6.05(f)(x).

Basis Risk Shortfall : With respect to any Distribution Date and any Class of Group 1 Certificates and LIBOR Certificates, the amount, if any, by which (i) the amount of interest for such Class calculated on the basis of the applicable Interest Rate but without regard to the Pool 1 Available Funds Cap, the Pool 2 Available Funds Cap or the Subordinate Available Funds Cap, as applicable, exceeds (ii) the aggregate amount of interest distributable on such Class on such date, calculated on the basis of the Pool 1 Available Funds Cap, the Pool 2 Available Funds Cap or the Subordinate Available Funds Cap, as applicable.

BFPT II : Bayview Financial Property Trust II, a Delaware statutory trust.

BFPT II Assignment Agreement : The assignment agreement dated as of November 1, 2006, between BFPT II and the Depositor, as such may be amended or supplemented from time to time.

BLS : Bayview Loan Servicing, LLC, a Delaware limited liability company, or any successor thereto.

Book-Entry Certificate : Any Certificate registered in the name of the Depository or its nominee.

Business Day : Any day other than a Saturday or a Sunday, or another day on which banks in the State of Maryland, the State of Minnesota, the State of Massachusetts or the State of New York (or such other states in which the Corporate Trust Office or the principal offices of the Master Servicer or any Servicer are subsequently located, as specified in writing by such party to the other parties hereto) are required, or authorized by law, to close.

Cap Agreement : The interest rate cap agreement entered into by the Trustee on behalf of Certificateholders, which agreement provides for payment by the Cap Provider to the Trust Fund subject to the conditions provided therein, together with any schedules or other agreements relating thereto, attached hereto as part of Exhibit G-1.

Cap Provider : The counterparty (or any guarantor) to the Trustee required to make payments to the Trust Fund under the Cap Agreement, and any successor in interest or assigns. Initially, the Cap Provider shall be Barclays Bank PLC.

Carryforward Interest : With respect to any Distribution Date and to each Class of Certificates (other than the Class A-IO, Class P and Class X Certificates and the Residual Certificates) and any Component of the Class A-IO Certificates, the amount, if any, by which (i) the sum of (x) Current Interest for such Class or Component for the immediately preceding Distribution Date and (y) any unpaid Carryforward Interest for such Class or Component from previous Distribution Dates exceeds (ii) the amount distributed in respect of interest on such Class or Component on such immediately preceding Distribution Date. Carryforward Interest with respect to the Class A-IO Certificates and any Distribution Date will equal the aggregate Carryforward Interest on the Components of the Class A-IO Certificates for such Distribution Date.

 

CERCLA : The Comprehensive Environmental Response, Compensation and Liability Act of 1980.

Certificate : Any of the Certificates issued pursuant to this Agreement, substantially in the forms attached hereto as Exhibit A.

Certificate Distribution Account : The separate Eligible Account established and maintained by the Trustee pursuant to Section 6.02(a).

Certificate Group : Each of the Group 1 Certificates and the Group 2 Certificates.

Certificate Owner or Owner : With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books and records of the Depository or on the books of a Direct Participant or on the books of an Indirect Participant for which a Direct Participant acts as agent.

Certificate Register : The register maintained pursuant to Section 5.02 hereof.

Certificate Registrar : The registrar specified in Section 5.02 hereof.

Certificateholder or Holder . The person in whose name a Certificate is registered in the Certificate Register.

Civil Relief Act : The Servicemembers Civil Relief Act, as such may be amended from time to time, and similar state and local laws and regulations.

Civil Relief Act Reduction : With respect to any Mortgage Loan as to which there has been a reduction in the amount of interest collectible thereon as a result of application of the Civil Relief Act, any amount by which interest collectible on such Mortgage Loan for the Due Date in the related Due Period is less than interest accrued thereon for the applicable one-month period at the Mortgage Rate without giving effect to such reduction.

Class : Any Certificates having the same class designation.

Class 1-A5 Priority Amount : With respect to any Distribution Date, the product of (a) the applicable Class 1-A5 Lockout Percentage, (b) a fraction, the numerator of which is equal to the Class Principal Balance of the Class 1-A5 Certificates immediately prior to such Distribution Date and the denominator of which is equal to the sum of the Class Principal Balances of the Group 1 Certificates immediately prior to such Distribution Date and (c) any amounts to be distributed to the Group 1 Certificates on such Distribution Date pursuant to Sections 6.05(d)(i)(A)(2)(b), 6.05(d)(i)(B)(3), 6.05(d)(ii)(C), 6.05(e)(i)and/or 6.05(e)(ii) for such Distribution Date.

 

Class 1-A5 Lockout Percentage : With respect to any Distribution Date, the applicable percentage specified below with respect to such Distribution Date:

 

Class A-IO Termination Amount : With respect to the Class A-IO Certificates and the date of termination of the Trust Fund pursuant to Section 10.02(a) or (b), an amount equal to the sum of (i) Current Interest thereon for such Distribution Date, (ii) the present value of the remaining scheduled distributions on the Class A-IO Certificates, calculated on the basis of a discount rate equal to 5.772% per annum and (iii) any previously unpaid accrued interest.

Class Notional Balance : With respect to each Distribution Date, the related Accrual Period and the Class A-IO Certificates, the sum of the Component Notional Balances of the A-IO(1) Component and the A-IO(2) Component for such Distribution Date.

Class P Distribution Amount : With respect to each Distribution Date, all prepayment premiums or penalties or yield maintenance payments received by the Servicers with respect to the Mortgage Loans so identified on the Mortgage Loan Schedule and remitted to the Master Servicer as provided in the applicable Servicing Agreement during the related Prepayment Period in connection with any Prepayments in Full or partial Principal Prepayments.

Class P Principal Amount : As of the Closing Date, $100.00.

Class Principal Balance : With respect to any Class of Certificates other than the Class P Certificates entitled to distributions in respect of principal and any date, the initial aggregate principal balance of the Certificates of such Class less the sum of (i) all amounts previously distributed to Holders of the Certificates of such Class with respect to principal pursuant to Section 6.05 hereof and (ii) in the case of the Subordinate Certificates, all Applied Loss Amounts previously allocated to such Class pursuant to Section 6.07; provided, however , that on any Distribution Date on which a Subsequent Recovery is distributed, the Class Principal Balance of any Class of Subordinate Certificates then outstanding to which an Applied Loss Amount has been applied will be increased, in order of seniority, by an amount equal to the lesser of (i) any Deferred Principal Amount for each such Class immediately prior to such Distribution Date and (ii) the total amount of any Subsequent Recovery distributed on such date to Certificateholders, after application (for this purpose) to more senior Classes of Subordinate Certificates.

 

Class X Distributable Amount : On any Distribution Date, the amount of interest that has accrued on the Class X Notional Balance, as described in the Preliminary Statement to this Agreement, but that has not been distributed prior to such date. In addition, such amount shall include the initial Overcollateralization Amount of $1,965,800 (less $100 of such amount allocated to the Class P Certificates) to the extent such amount has not been distributed on an earlier Distribution Date as part of the Overcollateralization Release Amount.

Class X Excess Cap Amount : As defined in Section 6.12(b).

Closing Date : December 15, 2006.

Code : The Internal Revenue Code of 1986, as amended.

Collection Account : The separate Eligible Account established and maintained by the Master Servicer, on behalf of the Trustee, pursuant to Section 4.07.

Combined Loan-to-Value Ratio : With respect to any Junior Mortgage Loan, the fraction, expressed as a percentage, the numerator of which is equal to the Principal Balance of such Mortgage Loan as of the Cut-off Date, plus the aggregate outstanding principal balance of the mortgage loan senior thereto, and the denominator of which is equal to the value of the related Mortgaged Property on the basis of (i) the lesser of the appraised value at origination or the sales price of such Mortgaged Property or (ii) a broker price opinion prepared after origination.

Commission : The United States Securities and Exchange Commission.

Compensating Interest : With respect to any Distribution Date, an amount equal to the lesser of (i) the aggregate of the Master Servicing Fees payable to the Master Servicer with respect to all Mortgage Loans for such Distribution Date and (ii) the aggregate of prepayment interest shortfalls with respect to Prepayments in Full on any Non-Servicer Obligated Mortgage Loans for such Distribution Date.

Component : Each of the A-IO(1) Component and the A-IO(2) Component of the Class A-IO Certificates.

Component Interest Rate : With respect to the A-IO(1) Component and (a) any Distribution Date up to and including the Distribution Date in May 2009, the lesser of (i) the applicable “A-IO(1) Rate” for such Component set forth on Exhibit F hereto and (ii) the A-IO(1) Component Available Funds Cap for such Distribution Date and (b) any Distribution Date thereafter, zero. With respect to the A-IO(2) Component and (a) any Distribution Date up to and including the Distribution Date in May 2009, the lesser of (i) the applicable “A-IO(2) Rate” for such Component set forth on Exhibit F hereto and (ii) the A-IO(2) Component Available Funds Cap for such Distribution Date and (b) any Distribution Date thereafter, zero.

Component Notional Balance : With respect to any Distribution Date and each of the A-IO(1) Component and the A-IO(2) Component, the applicable notional balance for such Component set forth on Exhibit F hereto.

Control : The meaning specified in Section 8-106 of the New York UCC.

 

Convertible Mortgage Loan : Any Adjustable Rate Mortgage Loan listed, together with the applicable purchase price percentage, on Schedule I-D hereto, which by its terms grants to the related Mortgagor the option to convert the interest rate borne by such Mortgage Loan from an adjustable interest rate to a fixed interest rate.

Cooperative Corporation : The entity that holds title (fee or an acceptable leasehold estate) to the real property and improvements constituting the Cooperative Property and which governs the Cooperative Property, which Cooperative Corporation must qualify as a Cooperative Housing Corporation under Section 216 of the Code.

Cooperative Loan : Any Mortgage Loan secured by Cooperative Shares and a Proprietary Lease.

Cooperative Property : The real property and improvements owned by the Cooperative Corporation, that includes the allocation of individual dwelling units to the holders of the shares of the Cooperative Corporation.

Cooperative Shares : Shares issued by a Cooperative Corporation.

Corporate Trust Office : The office of the Trustee performing the corporate trust services to be performed under the Basic Documents, which shall initially be located at One Federal Street, EX-MA-FED, Boston, Massachusetts 02110, and at any time thereafter shall be the office designated by the Trustee to the other parties hereto in writing.

Corresponding Class : The Class of Certificates that corresponds to a class of interests in REMIC 3 or REMIC 4, as applicable.

Corresponding REMIC 3 A-IO : With respect to each Lower Tier Interest in REMIC 4 having an “A-IO-1” in its Class designation, the Class of Lower Tier Interest in REMIC 3 having an “A-IO-1” in its Class designation that has the same numeric designation. With respect to each Lower Tier Interest in REMIC 4 having an “A-IO-2” in its Class designation, the Class of Lower Tier Interest in REMIC 3 having an “A-IO-2” in its Class designation that has the same numeric designation.

Cross-Collateralized Mortgage Loan : Any Mortgage Loan identified on the Mortgage Loan Schedule as cross-collateralized and cross-defaulted with one or more other Mortgage Loans.

Cumulative Loss Trigger Event : A Cumulative Loss Trigger Event shall have occurred with respect to any Distribution Date if the fraction, expressed as a percentage, obtained by dividing (i) the aggregate amount of cumulative Realized Losses incurred on the Mortgage Loans from the Cut-off Date through the last day of the related Due Period by (ii) the Cut-off Date Aggregate Pool Balance, exceeds the applicable percentages set forth below with respect to such Distribution Date:

 

 

Cumulative Realized Loss Percentage : Not applicable.

Current Interest : With respect to each Class of Certificates (other than the Residual Certificates and the Class A-IO, Class X and Class P Certificates) and any Component of the Class A-IO Certificates and any Distribution Date, the aggregate amount of interest accrued during the applicable Accrual Period at the applicable Interest Rate on the Class Principal Balance of such Class or the Component Notional Balance of such Component, as applicable, immediately prior to such Distribution Date. Current Interest with respect to the Class A-IO Certificates and any Distribution Date will equal the aggregate Current Interest on the Components of such Class for such Distribution Date.

Custodial Account : The custodial account maintained by a Servicer pursuant to a Servicing Agreement.

Custodian Fee : With respect to each Distribution Date, the product of the Custodian Fee Rate and the Aggregate Pool Balance as of the opening of business on the first day of the related Due Period (or, in the case of the first Distribution Date, as of the Cut-off Date).

Custodian Fee Rate : 0.0025% per annum.

Cut-off Date : November 1, 2006.

Cut-off Date Aggregate Pool Balance : $487,127,800.

Debt : For any Person, (a) indebtedness of such Person for borrowed money, (b) obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) obligations of such Person to pay the deferred purchase price of property or services, (d) obligations of such Person as lessee under leases which have been or should be, in accordance with GAAP, recorded as capital leases, (e) obligations secured by any lien or other charge upon property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such obligations, (f) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (a) through (e) above, and (g) liabilities in respect of unfunded vested benefits under plans covered by ERISA.

 

Defaulting Party : As defined in the Swap Agreement.

Deferred Principal Amount : With respect to any Distribution Date and to any Class of Subordinate Certificates, the amount, if any, by which (i) the aggregate of Applied Loss Amounts previously applied in reduction of the Class Principal Balance thereof, together with interest thereon at the applicable Interest Rate, exceeds (ii) the sum of (a) the aggregate of amounts previously distributed on such Class in reimbursement of such amounts and (b) the amount by which the Class Principal Balance of such Class has been increased due to any Subsequent Recovery.

Deficient Valuation : With respect to any Mortgage Loan, the dollar amount of any reduction in the principal balance owed by the related Mortgagor, as ordered by a court in connection with a bankruptcy proceeding with respect to the related Mortgagor.

Deleted Mortgage Loan : A Mortgage Loan replaced or to be replaced by a Qualified Substitute Mortgage Loan.

Delinquency Advance : With respect to the Master Servicer, as defined in Section 4.26(a) hereof, and with respect to any Servicer, any advance of funds in respect of a delinquent Monthly Payment made pursuant to the terms of the applicable Servicing Agreement.

Delinquency Event : A Delinquency Event will have occurred with respect to any Distribution Date if the Rolling Three Month Delinquency Rate as of the last day of the immediately preceding calendar month exceeds 11.00%.

Depositor : Bayview Financial Securities Company, LLC, a Delaware limited liability company, and its successors and assigns.

Depository : The Depository Trust Company, 7 Hanover Square, New York, New York 10004 and any successor Depository hereafter named.

Determination Date : With respect to any Distribution Date, the 18th day of the month in which such Distribution Date occurs, or if such day is not a Business Day, the immediately preceding Business Day.

Diligence Agreement : The mortgage loan diligence agreement dated November 1, 2006, between the Seller, as agent, and the Depositor, as such may be amended or supplemented from time to time, relating to the Re-sold Mortgage Loans.

Direct Participant : Any broker-dealer, bank or other financial institution for which the Depository holds the Book-Entry Certificates from time to time as a securities depository.

Directly Operate : With respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are not (within the meaning of Treasury Regulation Section 1.512(b)-1(c)(5)) customarily provided to the tenants in connection with the rental of space for occupancy, the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers in the ordinary course of a trade or business, the performance of any construction work thereon or any use of such REO Property in a trade or business, in each case other than through an Independent Contractor; provided, however , that the Servicer shall not be considered to Directly Operate an REO Property solely because the Servicer establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs (of the type that would be deductible under Section 162 of the Code) or capital expenditures with respect to such REO Property or take other activities consistent with Section 1.856-4(b)(5)(iii) of the Treasury Regulations.

 

Disqualified Organization : A “disqualified organization” as defined in Section 860E(e)(5) of the Code.

Distribution Date : The 28th calendar day of each month (or the immediately succeeding Business Day if such day is not a Business Day), commencing in December 2006.

Dollar and $ : Lawful currency of the United States of America.

Due Date : The day of the calendar month in which the Monthly Payment on a Mortgage Loan is due.

Due Period : The period from and including the second day of the calendar month preceding the calendar month in which any Distribution Date occurs to and including the first day of the calendar month in which such Distribution Date occurs (or such other period as specified in the applicable Servicing Agreement).

EDGAR : As defined in Section 4.31(a) hereof.

Effective Loan-to-Value Ratio : With respect to any Mortgage Loan as of any date of determination, a fraction, expressed as a percentage, the numerator of which is equal to the Principal Balance of such Mortgage Loan as of such date, less the amount of Additional Collateral required to secure such Mortgage Loan at the time of origination, if any, and the denominator of which is equal to the value of the related Mortgaged Property on the basis of (i) the lesser of the appraised value at origination or the sales price of such Mortgaged Property or (ii) a broker price opinion prepared after origination.

Electronic Ledger : The electronic master record of the Mortgage Loans maintained by the Master Servicer or any Servicer.

Eligible Account : (i) An account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated P-1 by Moody's, A-1+ by S&P and F-1+ by Fitch (in each case if such rating agency is a Rating Agency) at the time any amounts are held on deposit therein, (ii) an account or accounts the deposits in which are fully insured by the FDIC (to the limits established by such corporation), the uninsured deposits in which account are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating Agency, the Certificateholders will have a claim with respect to the funds in such account or a perfected first priority security interest against such collateral (which shall be limited to Eligible 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, (iii) a trust account or accounts maintained with the trust department of a federal or state chartered depository institution or trust company acting in its fiduciary capacity or (iv) otherwise acceptable to each Rating Agency without reduction or withdrawal of their then current ratings of the Certificates as evidenced by a letter from each Rating Agency to the Trustee. Eligible Accounts may bear interest.

 

 

Eligible Investments : Any of the following (which may be purchased by or through the Trustee, the Master Servicer or any of their respective Affiliates):

provided that (A) such obligation or security is held for a temporary period pursuant to Treasury Regulation Section 1.860G-2(g)(1) and (B) no instrument described above is permitted to evidence either the right to receive (a) only interest or only principal with respect to obligations underlying such instrument or (b) both principal and interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such instrument provided a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying obligations; and provided , further , that no instrument described above may be purchased at a price greater than par if such instrument may be prepaid or called at a price less than its purchase price prior to stated maturity.

Enhancement Percentage : With respect to the Group 1 Certificates and each Class of LIBOR Certificates and any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the sum of (i) the aggregate Class Principal Balance of each Class of Subordinate Certificates having a lower priority of distribution than such Class after giving effect to application of the Principal Distribution Amount for each Mortgage Pool for such Distribution Date, (ii) the Overcollateralization Amount (which amount, for purposes of this definition only, shall not be less than zero unless the Class Principal Balance of each Class of Subordinate Certificates has been reduced to zero) and shall be calculated on the basis of the assumption that the Principal Distribution Amounts with respect to both Mortgage Pools have been distributed on such Distribution Date and no Trigger Event has occurred), and (iii) amounts on deposit in the Reserve Fund after giving effect to withdrawals therefrom on such date, and the denominator of which is the Aggregate Pool Balance for such Distribution Date.

Entitlement Holder : The meaning specified in Section 8-102(a)(7) of the New York UCC.

Entitlement Order : The meaning specified in Section 8-102(a)(8) of the New York UCC ( i.e., generally, orders directing the transfer or redemption of any Financial Asset).

ERISA : The Employee Retirement Income Security Act of 1974, as amended.

ERISA-Qualifying Underwriting : A best efforts or firm commitment underwriting or private placement that meets the requirements of an Underwriter’s Exemption.

 

ERISA-Restricted Certificates : Each of the Subordinate Certificates and the Class X, Class P, Class RL and Class R Certificates, and any Senior Certificate that is not rated at least “AA-” or “Aa3” at the time of its acquisition.

ERISA-Restricted Trust Certificate : Any Senior Certificate that is rated at least “AA-” or “Aa3” at the time of its acquisition.

Event of Master Servicer Default : As defined in Section 4.17.

Excess Cap Amount : As of any date on which the notional balance of the Cap Agreement exceeds the sum of (a) 13% of the aggregate Principal Balance of the Pool 1 Mortgage Loans, (b) the aggregate Principal Balance of the Fixed Rate Mortgage Loans with a Mortgage Rate less than 5.80% and (c) the aggregate Principal Balance of the Adjustable Rate Mortgage Loans with an adjustable rate term greater than 48 months and less than 60 months, in each case as of the first day of the related Due Period, the amount payable under such Cap Agreement in respect of such excess on such date.

Excess Cashflow : With respect to any Distribution Date, the sum of (a) Pool 1 Excess Interest and Pool 2 Excess Interest for such Distribution Date, (b) the Overcollateralization Release Amount for such Distribution Date and (c) any amounts of Principal Distribution Amount remaining after application pursuant to Sections 6.05(d)(i)(A)(10), (B)(10) and (ii)(C).

Excess Interest : With respect to any Distribution Date, the sum of Pool 1 Excess Interest and Pool 2 Excess Interest for such Distribution Date.

Exchange Act : The Securities and Exchange Act of 1934, as amended.

Excluded Servicing Obligations : As defined in Section 4.01 hereof.

Excluded Trust Assets : As defined in the Preliminary Statement to this Agreement.

Fannie Mae : Fannie Mae, the entity formerly known as the Federal National Mortgage Association.

FDIC : The Federal Deposit Insurance Corporation.

FHA : The Federal Housing Administration.

FHA Approved Mortgagee : A corporation or other entity approved as a mortgagee by FHA under the Housing Act and applicable FHA Regulations, and eligible to own and service, as applicable, loans insured by the FHA.

FHA Insurance : An insurance policy granted by the FHA with respect to any Mortgage Loan.

FHA Mortgage Loan : Not applicable.

 

FHA Regulations : Regulations promulgated by HUD under the Housing Act, codified in 24 Code of Federal Regulations, and other HUD issuances relating to mortgage loans insured by the FHA, including, without limitation, related handbooks, circulars, notices and mortgagee letters.

FHA/VA Claim Proceeds : Either (i) the amount of insurance proceeds received from the FHA under FHA Insurance in the event of a default with respect to an FHA Mortgage Loan or (ii) the amount of proceeds received from the VA under a VA Guaranty in the event of a default with respect to a VA Mortgage Loan.

Final Scheduled Distribution Date : With respect to each Class of Certificates (other than the Class A-IO Certificates), the Distribution Date in December 2036; in the case of the Class A-IO Certificates, the Distribution Date in May 2009.

Financial Asset : The meaning specified in Section 8-102(a)(9) of the New York UCC.

Fitch : Fitch Ratings, or any successor thereto.

Fixed Rate Mortgage Loan : A Mortgage Loan that has a fixed Mortgage Rate, identified as such on the Mortgage Loan Schedule.

Foreclosure Restricted Loan : Each Mortgage Loan listed on Schedule I-I hereto and with respect to which foreclosure (or deed-in-lieu of foreclosure or similar) proceedings are instituted on or before the first anniversary of the Closing Date.

Form 8-K Disclosure Information : As defined in Section 4.31(a).

Freddie Mac : Freddie Mac, the entity formerly known as the Federal Home Loan Mortgage Corporation.

Full Recourse Servicing Agreement : Not applicable.

GAAP : Generally accepted acc