INDYMAC ABS, INC. Depositor INDYMAC BANK, F.S.B. Seller and Servicer DEUTSCHE BANK NATIONAL TRUST COMPANY Trustee and Supplemental Interest Trust Administrator POOLING AND SERVICING AGREEMENT Dated as of January 1, 2006 HOME EQUITY MORTGAGE LOAN...

INDYMAC ABS, INC.

Depositor

INDYMAC BANK, F.S.B.

Seller and Servicer

DEUTSCHE BANK NATIONAL TRUST COMPANY

Trustee and Supplemental Interest Trust Administrator

____________________________________

POOLING AND SERVICING AGREEMENT

Dated as of January 1, 2006

_____________________________________

HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST

Series INABS 2006-A

HOME EQUITY MORTGAGE LOAN ASSET-BACKED CERTIFICATES

Series INABS 2006-A

 

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TABLE OF CONTENTS

ARTICLE I

 

DEFINITIONS

Section 1.01	Definitions.
Section 1.02	Rules of Construction.

ARTICLE II

 

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.01	Conveyance of Mortgage Loans.
Section 2.02	Acceptance by the Trustee of the Mortgage Loans.
Section 2.03	Representations, Warranties, and Covenants of the Seller and the Servicer.
Section 2.04	Representations and Warranties of the Depositor as to the Mortgage Loans.
Section 2.05	Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases.
Section 2.06	Execution and Delivery of Certificates.
Section 2.07	Reserved.
Section 2.08	REMIC Matters.
Section 2.09	Covenants of the Servicer.
Section 2.10	Purposes and Powers of the Trust

ARTICLE III

 

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01	Servicer to Service Mortgage Loans.
Section 3.02	Reserved.
Section 3.03	[Reserved].
Section 3.04	[Reserved].
Section 3.05	Trustee to Act as Servicer.
Section 3.06	Collection of Mortgage Loan Payments; Servicing Accounts; Collection Account; Certificate Account; Distribution Account; Excess Reserve Fund Account.
Section 3.07	Collection of Taxes, Assessments, and Similar Items Escrow Accounts.
Section 3.08	Access to Certain Documentation and Information Regarding the Mortgage Loans.
Section 3.09	Permitted Withdrawals from the Certificate Account, the Distribution Account, and the Excess Reserve Fund Account.

 

 

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Section 3.10	Maintenance of Hazard Insurance; Maintenance of Primary Insurance Policies.
Section 3.11	Enforcement of Due-On-Sale Clauses; Assumption Agreements.
Section 3.12	Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans.
Section 3.13	Trustee to Cooperate; Release of Mortgage Files.
Section 3.14	Documents, Records, and Funds in Possession of the Servicer to be Held for the Trustee.
Section 3.15	Servicing Compensation.
Section 3.16	Access to Certain Documentation.
Section 3.17	Annual Statement as to Compliance.
Section 3.18	Assessments of Compliance and Attestation Reports.
Section 3.19	Errors and Omissions Insurance; Fidelity Bonds.
Section 3.20	Notification of Adjustments.
Section 3.21	Prepayment Charges.
Section 3.22	Reserved.
Section 3.23	Reserved.
Section 3.24	Commission Reporting

ARTICLE IV

 

DISTRIBUTIONS AND ADVANCES BY THE SERVICER

Section 4.01	Advances.
Section 4.02	Priorities of Distribution.
Section 4.03	Monthly Statements to Certificateholders.
Section 4.04	Reserved.
Section 4.05	Supplemental Interest Trust.
Section 4.06	Tax Treatment of Net Swap Payments and Swap Termination Payments.
Section 4.07	Certain Matters Relating to the Determination of LIBOR.

ARTICLE V

 

THE CERTIFICATES

Section 5.01	The Certificates.
Section 5.02	Certificate Register; Registration of Transfer and Exchange of Certificates.
Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates.
Section 5.04	Persons Deemed Owners.
Section 5.05	Access to List of Certificateholders’ Names and Addresses.
Section 5.06	Maintenance of Office or Agency.

 

 

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ARTICLE VI

 

THE DEPOSITOR AND THE SERVICER

Section 6.01	Respective Liabilities of the Depositor and the Servicer.
Section 6.02	Merger or Consolidation of the Depositor or the Servicer.
Section 6.03	Limitation on Liability of the Depositor, the Seller, the Servicer, and Others.
Section 6.04	Limitation on Resignation of the Servicer.
Section 6.05	Inspection.

ARTICLE VII

 

DEFAULT

Section 7.01	Events of Default.
Section 7.02	Trustee to Act; Appointment of Successor.
Section 7.03	Notification to Certificateholders.

ARTICLE VIII

 

CONCERNING THE TRUSTEE AND THE SUPPLEMENTAL INTEREST TRUST ADMINISTRATOR

Section 8.01	Duties of the Trustee and the Supplemental Interest Trust Administrator.
Section 8.02	Certain Matters Affecting the Trustee and the Supplemental Interest Trust Administrator.
Section 8.03	Trustee and Supplemental Interest Trust Administrator Not Liable for Certificates or Mortgage Loans.
Section 8.04	Trustee and Supplemental Interest Trust Administrator May Own Certificates.
Section 8.05	Trustee’s Fees and Expenses.
Section 8.06	Eligibility Requirements for the Trustee and the Supplemental Interest Trust Administrator.
Section 8.07	Resignation and Removal of the Trustee and the Supplemental Interest Trust Administrator.
Section 8.08	Successor Trustee or Supplemental Interest Trust Administrator.
Section 8.09	Merger or Consolidation of the Trustee or the Supplemental Interest Trust Administrator.
Section 8.10	Appointment of Co-Trustee or Separate Trustee.
Section 8.11	Tax Matters.
Section 8.12	[Reserved.]
Section 8.13	[Reserved]
Section 8.14	[Reserved]
Section 8.15	Access to Records of Trustee.

 

 

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Section 8.16

Suits for Enforcement.

ARTICLE IX

 

TERMINATION

Section 9.01	Termination upon Liquidation or Purchase of the Mortgage Loans.
Section 9.02	Final Distribution on the Certificates.
Section 9.03	Additional Termination Requirements.
Section 9.04	Termination of the Supplemental Interest Trust.

ARTICLE X

 

MISCELLANEOUS PROVISIONS

Section 10.01	Amendment.
Section 10.02	Recordation of Agreement; Counterparts.
Section 10.03	Governing Law.
Section 10.04	Intention of Parties.
Section 10.05	Notices.
Section 10.06	Severability of Provisions.
Section 10.07	Assignment.
Section 10.08	Limitation on Rights of Certificateholders.
Section 10.09	Inspection and Audit Rights.
Section 10.10	Certificates Nonassessable and Fully Paid.
Section 10.11	Official Record.
Section 10.12	Protection of Assets.
Section 10.13	Qualifying Special Purpose Entity.
Section 10.14	Rights of NIM Insurer.

 

 

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SCHEDULES

 

Schedule I	Mortgage Loan Schedule
Schedule II:	Representations and Warranties of the Seller/Servicer as of the Closing Date
Schedule III:	Representations and Warranties as to the Mortgage Loans as of the Closing Date or Cut-off Date, as applicable

 

EXHIBITS

 

Exhibit A:	Form of Class A and Subordinated Certificates
Exhibit B:	Form of Class P Certificate
Exhibit C:	Form of Residual Certificate
Exhibit D:	Form of Class C Certificate
Exhibit E:	[Reserved].
Exhibit F:	Form of Reverse of Certificates
Exhibit G-1:	Form of Initial Certification of Trustee
Exhibit G-2:	Form of Delayed Delivery Certification
Exhibit H:	Form of Final Certification of Trustee
Exhibit I:	Form of Transfer Affidavit
Exhibit J:	Form of Transferor Certificate
Exhibit K:	Form of Swap Agreement
Exhibit L:	Form of Rule 144A Letter
Exhibit M:	Form of Request for Release (for Trustee)
Exhibit N:	Form of Request for Release (Mortgage Loan Paid in Full, Repurchased, and Released)
Exhibit O1:	Form of Depositor Certification
Exhibit O2:	Form of Trustee Certification
Exhibit P:	[Reserved]
Exhibit Q:	[Reserved]
Exhibit R:	Servicing Criteria to be addressed in Assessment of Compliance
Exhibit S:	Reporting Responsibility

 

 

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THIS POOLING AND SERVICING AGREEMENT, dated as of January 1, 2006, among IndyMac ABS, Inc., a Delaware corporation, as depositor (the “Depositor”), IndyMac Bank, F.S.B. (“IndyMac”), a federal savings bank, as seller (in that capacity, the “Seller”) and as servicer (in that capacity, the “Servicer”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “Trustee”) and as supplemental interest trust administrator (the “Supplemental Interest Trust Administrator”),

WITNESSETH THAT

In consideration of the mutual agreements herein contained, the parties agree as follows:

PRELIMINARY STATEMENT

The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement.

 

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REMIC I

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (the Excess Reserve Fund Account, the Supplemental Interest Trust and the Swap Agreement) subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as REMIC I. The Class R-I Interest will be the sole class of residual interests in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests will be certificated.

Designation		REMIC I Remittance Rate		Initial Uncertificated Balance			Latest Possible Maturity Date(1)
I		Variable(2)		$	1.80		March 25, 2036
I-1-A		Variable(2)		$	2,170,918.75		March 25, 2036
I-1-B		Variable(2)		$	2,170,918.75		March 25, 2036
I-2-A		Variable(2)		$	3,089,000.00		March 25, 2036
I-2-B		Variable(2)		$	3,089,000.00		March 25, 2036
I-3-A		Variable(2)		$	4,017,000.00		March 25, 2036
I-3-B		Variable(2)		$	4,017,000.00		March 25, 2036
I-4-A		Variable(2)		$	4,943,000.00		March 25, 2036
I-4-B		Variable(2)		$	4,943,000.00		March 25, 2036
I-5-A		Variable(2)		$	5,863,000.00		March 25, 2036
I-5-B		Variable(2)		$	5,863,000.00		March 25, 2036
I-6-A		Variable(2)		$	6,765,000.00		March 25, 2036
I-6-B		Variable(2)		$	6,765,000.00		March 25, 2036
I-7-A		Variable(2)		$	7,641,500.00		March 25, 2036
I-7-B		Variable(2)		$	7,641,500.00		March 25, 2036
I-8-A		Variable(2)		$	8,480,000.00		March 25, 2036
I-8-B		Variable(2)		$	8,480,000.00		March 25, 2036
I-9-A		Variable(2)		$	9,267,000.00		March 25, 2036
I-9-B		Variable(2)		$	9,267,000.00		March 25, 2036
I-10-A		Variable(2)		$	9,799,500.00		March 25, 2036
I-10-B		Variable(2)		$	9,799,500.00		March 25, 2036
I-11-A		Variable(2)		$	10,172,500.00		March 25, 2036
I-11-B		Variable(2)		$	10,172,500.00		March 25, 2036
I-12-A		Variable(2)		$	9,797,500.00		March 25, 2036
I-12-B		Variable(2)		$	9,797,500.00		March 25, 2036
I-13-A		Variable(2)		$	9,331,500.00		March 25, 2036
I-13-B		Variable(2)		$	9,331,500.00		March 25, 2036
I-14-A		Variable(2)		$	8,888,500.00		March 25, 2036
I-14-B		Variable(2)		$	8,888,500.00		March 25, 2036
I-15-A		Variable(2)		$	8,468,500.00		March 25, 2036
I-15-B		Variable(2)		$	8,468,500.00		March 25, 2036
I-16-A		Variable(2)		$	8,066,000.00		March 25, 2036
I-16-B		Variable(2)		$	8,066,000.00		March 25, 2036
I-17-A		Variable(2)		$	7,682,500.00		March 25, 2036
I-17-B		Variable(2)		$	7,682,500.00		March 25, 2036
I-18-A		Variable(2)		$	7,318,000.00		March 25, 2036
I-18-B		Variable(2)		$	7,318,000.00		March 25, 2036
I-19-A		Variable(2)		$	7,029,500.00		March 25, 2036
I-19-B		Variable(2)		$	7,029,500.00		March 25, 2036
I-20-A		Variable(2)		$	7,805,000.00		March 25, 2036
I-20-B		Variable(2)		$	7,805,000.00		March 25, 2036
I-21-A		Variable(2)		$	7,899,000.00		March 25, 2036
I-21-B		Variable(2)		$	7,899,000.00		March 25, 2036
I-22-A		Variable(2)		$	11,694,500.00		March 25, 2036
I-22-B		Variable(2)		$	11,694,500.00		March 25, 2036
I-23-A		Variable(2)		$	11,119,000.00		March 25, 2036
I-23-B		Variable(2)		$	11,119,000.00		March 25, 2036
I-24-A		Variable(2)		$	9,914,500.00		March 25, 2036
I-24-B		Variable(2)		$	9,914,500.00		March 25, 2036
I-25-A		Variable(2)		$	8,371,000.00		March 25, 2036
I-25-B		Variable(2)		$	8,371,000.00		March 25, 2036
I-26-A		Variable(2)		$	7,263,000.00		March 25, 2036
I-26-B		Variable(2)		$	7,263,000.00		March 25, 2036
I-27-A		Variable(2)		$	4,587,500.00		March 25, 2036

 

 

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I-27-B		Variable(2)		$	4,587,500.00		March 25, 2036
I-28-A		Variable(2)		$	4,007,000.00		March 25, 2036
I-28-B		Variable(2)		$	4,007,000.00		March 25, 2036
I-29-A		Variable(2)		$	3,779,000.00		March 25, 2036
I-29-B		Variable(2)		$	3,779,000.00		March 25, 2036
I-30-A		Variable(2)		$	3,562,500.00		March 25, 2036
I-30-B		Variable(2)		$	3,562,500.00		March 25, 2036
I-31-A		Variable(2)		$	3,359,500.00		March 25, 2036
I-31-B		Variable(2)		$	3,359,500.00		March 25, 2036
I-32-A		Variable(2)		$	3,169,000.00		March 25, 2036
I-32-B		Variable(2)		$	3,169,000.00		March 25, 2036
I-33-A		Variable(2)		$	2,989,000.00		March 25, 2036
I-33-B		Variable(2)		$	2,989,000.00		March 25, 2036
I-34-A		Variable(2)		$	2,820,000.00		March 25, 2036
I-34-B		Variable(2)		$	2,820,000.00		March 25, 2036
I-35-A		Variable(2)		$	2,660,500.00		March 25, 2036
I-35-B		Variable(2)		$	2,660,500.00		March 25, 2036
I-36-A		Variable(2)		$	2,509,000.00		March 25, 2036
I-36-B		Variable(2)		$	2,509,000.00		March 25, 2036
I-37-A		Variable(2)		$	2,368,000.00		March 25, 2036
I-37-B		Variable(2)		$	2,368,000.00		March 25, 2036
I-38-A		Variable(2)		$	2,234,500.00		March 25, 2036
I-38-B		Variable(2)		$	2,234,500.00		March 25, 2036
I-39-A		Variable(2)		$	2,109,000.00		March 25, 2036
I-39-B		Variable(2)		$	2,109,000.00		March 25, 2036
I-40-A		Variable(2)		$	1,990,500.00		March 25, 2036
I-40-B		Variable(2)		$	1,990,500.00		March 25, 2036
I-41-A		Variable(2)		$	1,879,500.00		March 25, 2036
I-41-B		Variable(2)		$	1,879,500.00		March 25, 2036
I-42-A		Variable(2)		$	1,773,500.00		March 25, 2036
I-42-B		Variable(2)		$	1,773,500.00		March 25, 2036
I-43-A		Variable(2)		$	1,675,000.00		March 25, 2036
I-43-B		Variable(2)		$	1,675,000.00		March 25, 2036
I-44-A		Variable(2)		$	1,581,500.00		March 25, 2036
I-44-B		Variable(2)		$	1,581,500.00		March 25, 2036
I-45-A		Variable(2)		$	1,493,500.00		March 25, 2036
I-45-B		Variable(2)		$	1,493,500.00		March 25, 2036
I-46-A		Variable(2)		$	1,410,500.00		March 25, 2036
I-46-B		Variable(2)		$	1,410,500.00		March 25, 2036
I-47-A		Variable(2)		$	1,333,000.00		March 25, 2036
I-47-B		Variable(2)		$	1,333,000.00		March 25, 2036
I-48-A		Variable(2)		$	23,852,000.00		March 25, 2036
I-48-B		Variable(2)		$	23,852,000.00		March 25, 2036

(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I Regular Interest.
(2)	Calculated in accordance with the definition of “REMIC I Remittance Rate” herein.

 

 

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REMIC II

As provided herein, the Trustee will elect 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 Interest will evidence the sole class of residual interests in REMIC II for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the REMIC II Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC II Regular Interests (as defined herein). None of the REMIC II Regular Interests will be certificated.

Designation		REMIC II Remittance Rate		Initial Uncertificated Balance			Latest Possible Maturity Date(1)
LTAA		Variable(2)		$	548,799,744.51		March 25, 2036
LTA1		Variable(2)		$	2,185,000.00		▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇		Variable(2)		$	895,000.00		March 25, 2036
LTA3		Variable(2)		$	985,000.00		March 25, 2036
LTA4		Variable(2)		$	305,800.00		March 25, 2036
LTM1		Variable(2)		$	212,800.00		March 25, 2036
LTM2		Variable(2)		$	193,200.00		March 25, 2036
LTM3		Variable(2)		$	114,800.00		March 25, 2036
LTM4		Variable(2)		$	98,000.00		March 25, 2036
LTM5		Variable(2)		$	98,000.00		March 25, 2036
LTM6		Variable(2)		$	86,800.00		March 25, 2036
LTM7		Variable(2)		$	81,200.00		March 25, 2036
LTM8		Variable(2)		$	78,400.00		March 25, 2036
LTM9		Variable(2)		$	56,000.00		March 25, 2036
LTM10		Variable(2)		$	64,400.00		March 25, 2036
LTZZ		Variable(2)		$	5,745,594.79		▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇		Variable(2)		$	100.00		March 25, 2036
LTIO		Variable(2)			(3)		March 25, 2036

 

(1)	For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii), the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the latest possible maturity date for each REMIC II Regular Interest.
(2)	Calculated in accordance with the definition of REMIC II Remittance Rate herein.
(3)	REMIC II Regular Interest LTIO will not have a Certificate Balance, but will accrue interest on its Uncertificated Notional Amount, as defined herein.

 

 

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REMIC III

As provided herein, the Trustee 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 Interest will evidence the sole class of residual interests in REMIC III for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for the indicated Classes of Certificates. The Class C Interest, the Class P Interest and the Class IO Interest shall represent uncertificated regular interests in REMIC III.

Each Class A and Subordinate Certificate generally represents ownership of a regular interest in REMIC III and also represents (i) the right to receive payments with respect to the Net WAC Cap Carry Forward Amount and (ii) the obligation to pay the Class IO Distribution Amount (as defined herein). The entitlement to principal of each REMIC III Regular Interest ownership of which is represented by a regular interest which corresponds to each Certificate shall be equal in amount and timing to the entitlement to principal of such Certificate.

Designation		Pass-Through Rate		Initial Aggregate Certificate Balance			Latest Possible Maturity Date(1)
Class A1		Variable(2)		$	218,500,000.00		March 25, 2036
Class A2		Variable(2)		$	89,500,000.00		March 25, 2036
Class A3		Variable(2)		$	98,500,000.00		March 25, 2036
Class A4		Variable(2)		$	30,580,000.00		March 25, 2036
Class M-1		Variable(2)		$	21,280,000.00		March 25, 2036
Class M-2		Variable(2)		$	19,320,000.00		March 25, 2036
Class M-3		Variable(2)		$	11,480,000.00		March 25, 2036
Class M-4		Variable(2)		$	9,800,000.00		March 25, 2036
Class M-5		Variable(2)		$	9,800,000.00		March 25, 2036
Class M-6		Variable(2)		$	8,680,000.00		March 25, 2036
Class M-7		Variable(2)		$	8,120,000.00		March 25, 2036
Class M-8		Variable(2)		$	7,840,000.00		March 25, 2036
Class M-9		Variable(2)		$	5,600,000.00		March 25, 2036
Class M-10		Variable(2)		$	6,440,000.00		March 25, 2036
Class C Interest		Variable(2)(3)		$	14,559,739.30		March 25, 2036
Class P Interest		(4)		$	100.00		March 25, 2036
Class IO Interest		(5)			(6)		March 25, 2036

________________

(1)	For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii), the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the latest possible maturity date for each REMIC III Regular Interest.
(2)	Calculated in accordance with the definition of Pass-Through Rate herein.
(3)	The Class C Interest will accrue interest at its variable Pass-Through Rate on the Notional Amount of the Class C Interest outstanding from time to time, which shall equal the Uncertificated Balances of the REMIC II Regular Interests, other than REMIC II Regular Interest LTP. The Class C Interest will not accrue interest on its Uncertificated Balance.
(4)	The Class P Interest will not accrue interest.

(5)	For federal income tax purposes, the Class IO Interest will not have a Pass-Through Rate, but will be entitled to 100% of the amounts distributed on REMIC II Regular Interest LTIO.
(6)	For federal income tax purposes, the Class IO Interest will not have an Uncertificated Balance, but will have a notional amount equal to the Uncertificated Notional Amount of REMIC II Regular Interest LTIO.

 

 

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REMIC IV

As provided herein, the Trustee shall make an election to treat the Class C Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC IV.” The Class R-IV Interest represents the sole class of “residual interests” in REMIC IV for purposes of the REMIC Provisions.

The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial Certificate Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for the Class C Certificates.

Designation	Pass-Through Rate	Initial Certificate Balance	Latest Possible Maturity Date(1)
Class C	(2)	$ 14,559,739.30	March 25, 2036

________________

(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class C Certificates.
(2)	The Class C Certificates will receive 100% of amounts received in respect of the Class C Interest.

 

 

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REMIC V

As provided herein, the Trustee shall make an election to treat the Class P Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC V.” The Class R-V Interest represents the sole class of “residual interests” in REMIC V for purposes of the REMIC Provisions.

The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial Certificate Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for the Class P Certificates.

Designation	Pass-Through Rate	Initial Certificate Balance	Latest Possible Maturity Date(1)
Class P	(2)	$         100.00	March 25, 2036

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(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for the Class P Certificates.
(2)	The Class P Certificates will receive 100% of amounts received in respect of the Class P Interest.

 

 

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REMIC VI

As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the SWAP IO Interest as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as “REMIC VI.” The Class R-VI Interest represents the sole class of “residual interests” in REMIC VI for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial Certificate Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for REMIC VI Regular Interest SWAP IO, which will be uncertificated.

Designation	Pass-Through Rate	Initial Certificate Balance	Latest Possible Maturity Date(1)
SWAP IO	(2)	N/A	March 25, 2036

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(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for REMIC VI Regular Interest SWAP IO.
(2)	REMIC VI Regular Interest SWAP IO shall receive 100% of amounts received in respect of the Class IO Interest.

 

 

 

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Set forth below are designations of Classes of Certificates to the categories used herein:

Book-Entry Certificates

All Classes of Certificates other than the Definitive Certificates.

Class A Certificates

Class A-1, Class A-2, Class A-3 and Class A-4 Certificates.

Subordinated Certificates...

Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates.

ERISA-Restricted Certificates

Class R, Class R-X, Class C and Class P; and the Certificates of any Class that cease to satisfy the rating requirements of the Underwriter’s Exemption.

LIBOR Certificates

All Classes of Certificates other than the Private Certificates.

Offered Certificates

All Classes of Certificates other than the Private Certificates.

Definitive Certificates

Class R, Class R-X, Class P and Class C Certificates.

Private Certificates

Class R, Class R-X, Class P and Class C Certificates.

Rating Agencies

▇▇▇▇▇’▇, S&P and Fitch.

Regular Certificates

All Classes of Certificates other than the Class R and Class R-X Certificates.

Residual Certificates

Class R and Class R-X Certificates.

 

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I

ARTICLE I

 

DEFINITIONS

Section 1.01

Definitions.

Whenever used in this Agreement or in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations in respect of interest on the Class A Certificates and Subordinated Certificates shall be made on the basis of the actual number of days elapsed and a 360-day year and all calculations in respect of interest on the Class C Certificates, Class IO Interest, REMIC I Regular Interests, REMIC II Regular Interests and all other calculations of interest described herein shall be made on the basis of a 360-day year consisting of twelve 30-day months. The Class P Certificates and the Residual Certificates are not entitled to distributions in respect of interest and, accordingly, will not accrue interest.

60+ Day Delinquent Loan: As of any day during any calendar month, each Mortgage Loan in foreclosure, all REO Property, each Mortgage Loan for which the Mortgagor has filed for bankruptcy, and each Mortgage Loan with respect to which any portion of a Scheduled Payment is, as of the last day of the Remittance Period before the Remittance Period ending in such calendar month, two months or more past due (without giving effect to any grace period). For instance, in making a determination on the Distribution Date in December (December 25) with respect to a Mortgage Loan whose Scheduled Payment for October is delinquent (and that has no previous Scheduled Payment that is delinquent), that Mortgage Loan would not be a 60+ Day Delinquent Loan because as of the last day of the Remittance Period before the Remittance Period ending in December (which would be the Remittance Period ending in November (on November 1)), the Scheduled Payment for October (due October 1) would only be one month past due.

Accrued Certificate Interest Distribution Amount: For any Distribution Date for each Class of Certificates (other than the Class P, Class R, Class R-X and Class C Certificates), the amount of interest accrued during the related Interest Accrual Period at the applicable Pass-Through Rate on the related Class Certificate Balance immediately before the Distribution Date reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution Date allocated to such Class (allocated to each Certificate based on its respective entitlements to interest irrespective of any Prepayment Interest Shortfalls or Relief Act Interest Shortfalls for such Distribution Date).

Adjusted Mortgage Rate: As to each Mortgage Loan and at any time, the per annum rate equal to (x) the Mortgage Rate less (y) the Servicing Fee Rate.

Adjusted Net Mortgage Rate: As to each Mortgage Loan and at any time, the per annum rate equal to (x) the Mortgage Rate less (y) the Expense Fee Rate.

Adjustment Date: As to any adjustable-rate Mortgage Loan, the first Due Date on which the related Mortgage Rate adjusts as provided in the related Mortgage Note and each Due Date thereafter on which the Mortgage Rate adjusts as provided in the related Mortgage Note.

 

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Advance: The payment required to be made by the Servicer for any Distribution Date pursuant to Section 4.01, the amount of that payment being equal to the aggregate of payments of principal and interest (net of the Servicing Fee and any net proceeds in the case of any REO Properties) on the Mortgage Loans that were due during the related Remittance Period and not received as of the close of business on the related Determination Date, plus an amount equivalent to interest on each REO Property less the aggregate amount of any delinquent payments that the Servicer has determined would constitute a Nonrecoverable Advance if advanced.

Affected Party: As defined in the Swap Agreement.

Affiliate: With respect to any Person, any other Person controlling, controlled or under common control with such Person. For 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 “controlling” and “controlled” shall have meanings correlative to the foregoing. Affiliates also include any entities consolidated within the requirements of generally accepted accounting principles.

Agreement: This Pooling and Servicing Agreement and all amendments and supplements hereto.

Amount Held for Future Distribution: For any Distribution Date, the aggregate amount held in the Certificate Account at the close of business on the related Determination Date on account of (i) Principal Prepayments received after the end of the related Prepayment Period and Liquidation Proceeds and Subsequent Recoveries on the Mortgage Loans, in each case, received after the end of the preceding calendar month and (ii) all Scheduled Payments on the Mortgage Loans due after the end of the related Remittance Period.

Applied Realized Loss Amount: For any Distribution Date and any Class of Subordinated Certificates, the excess of the aggregate Class Certificate Balance of the Class A and Subordinated Certificates over the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the preceding Remittance Period.

Available Funds: For any Distribution Date,

are the sum of:

(i)              all scheduled installments of interest (net of the related Expense Fees) and principal due on the Due Date on the Mortgage Loans in the related Remittance Period and received by the related Determination Date, together with any related Advances;

(ii)             all Insurance Proceeds (other than Insurance Proceeds included in Liquidation Proceeds), Liquidation Proceeds and Subsequent Recoveries received during the preceding calendar month (in each case, net of unreimbursed expenses incurred in connection with a liquidation or foreclosure and net of the related Excess Proceeds);

(iii)            all partial or full Principal Prepayments on the Mortgage Loans received during the related Prepayment Period together with all Compensating Interest on those Mortgage Loans and interest paid by the Mortgagors (other than Prepayment Interest Excess); and

 

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(iv)            amounts received for the Distribution Date as the Substitution Adjustment Amount or the purchase price of a Deleted Mortgage Loan or a Mortgage Loan repurchased by the Seller or the Servicer as of the Distribution Date and the proceeds received with respect to the termination of the Trust Fund;

minus

(v)          amounts in reimbursement for Advances previously made with respect to the Mortgage Loans, and other expenses reimbursable to the Servicer with respect to the Mortgage Loans pursuant to this Agreement and, as applicable, payable by the Trustee out of the Distribution Account pursuant to Section 3.09(b); and

minus

(vi)         any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (other than Swap Termination Payments resulting from a Swap Provider Trigger Event).

Bankruptcy Code: The United States Bankruptcy Reform Act of 1978, as amended.

Basic Principal Distribution Amount: For any Distribution Date, the excess of (i) the Principal Remittance Amount for that Distribution Date over (ii) the Excess Overcollateralization Amount, if any, for that Distribution Date.

Book-Entry Certificates: As specified in the Preliminary Statement.

Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in the City of New York, New York, the State of California or the city in which the Corporate Trust Office of the Trustee is located are authorized or obligated by law or executive order to be closed.

Certificate: Any one of the Certificates issued by the Trust Fund and executed by the Trustee, in substantially the forms attached as exhibits.

Certificate Account: The separate Eligible Account or Accounts created and maintained by the Servicer pursuant to Section 3.06(d) with a depository institution in the name of the Servicer for the benefit of the Trustee on behalf of Certificateholders and designated “IndyMac Bank, F.S.B., in trust for the registered holders of Home Equity Mortgage Loan Asset-Backed Certificates, Series INABS 2006-A.”

Certificate Balance: For any Certificate (other than a Class R, Class R-X or a Class C Certificate) at any date, the maximum dollar amount of principal to which the Holder of the Certificate is then entitled, such amount being equal to the Certificate’s Denomination plus any increases in the Certificate Balance of such Certificate pursuant to Section 4.02 due to the receipt of Subsequent Recoveries minus all distributions of principal previously made with respect thereto and, in the case of any Subordinated Certificate, reduced by any Applied Realized Loss Amounts applicable to any such Subordinated Certificates. With respect to the Class C Certificates as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Balance of the REMIC II Regular Interests over (B) the then aggregate Certificate Balance of the Class A Certificates, Subordinated Certificates and

 

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Class P Certificates then outstanding. The Class R and Class R-X Certificates have no Certificate Balance.

Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of the Book-Entry Certificate. For purposes of this Agreement, in order for a Certificate Owner to enforce any of its rights under this Agreement, it shall first have to provide evidence of its beneficial ownership interest in a Certificate that is reasonably satisfactory to the Trustee, the Supplemental Interest Trust Administrator, the Depositor and/or the Servicer, as applicable.

Certificate Register: The register maintained pursuant to Section 5.02.

Certificateholder or Holder: The person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Seller, the Depositor or its Affiliate shall not be eligible to vote or be considered 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 a consent has been obtained unless the Seller, the Depositor or its Affiliates own 100% of the Percentage Interests evidenced by a Class of Certificates, in which case the Certificates shall be Outstanding for purposes of any provision of this Agreement requiring the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action. The Trustee, the Supplemental Interest Trust Administrator and the NIM Insurer are entitled to rely conclusively on a certification of the Depositor or any Affiliate of the Depositor in determining which Certificates are registered in the name of an Affiliate of the Depositor.

Class: All Certificates bearing the same class designation, as specified in the Preliminary Statement.

Class A Certificates: As specified in the Preliminary Statement.

Class A Principal Distribution Amount: is the excess of

(A) the aggregate Class Certificate Balance of the Class A Certificates immediately before that Distribution Date; over

(B) the lesser of (x) approximately 56.10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Remittance Period (after giving effect to Principal Prepayments received in the Prepayment Period related to that Distribution Date) and (y) an amount, not less than zero, equal to the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Remittance Period (after giving effect to Principal Prepayments received in the Prepayment Period related to that Distribution Date) minus $2,800,000.

Class Certificate Balance: For any Class as of any date of determination, the aggregate of the Certificate Balances of all Certificates of such Class as of that date.

Class C Certificates: Any one of the Class C Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC IV.

 

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Class C Interest: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class C Certificates, evidencing a REMIC Regular Interest in REMIC III.

Class C Distributable Amount: On any Distribution Date, the amount that has accrued on the Class C Certificates but that has not been distributed on the Class C Certificates on prior Distribution Dates.

Class IO Distribution Amount: As defined in Section 4.05 hereof. For purposes of clarity, the Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Supplemental Interest Trust on such Distribution Date in excess of the amount payable on the Class IO Interest on such Distribution Date, all as further provided in Section 4.05 hereof.

Class IO Interest: An uncertificated interest in the Trust Fund held by the Trustee, evidencing a REMIC Regular Interest in REMIC III for purposes of the REMIC Provisions.

Class M-1 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A)          the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date) and

(B)          the Class Certificate Balance of the Class M-1 Certificates immediately before such Distribution Date over

(ii)	the lesser of

(A)          63.70% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period and

(B)          an amount, not less than zero, equal to the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period minus $2,800,000;

provided, that if on any Distribution Date, the Class M-1 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-1 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-2 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A)          the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date),

 

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(B)          the Class Certificate Balance of the Class M-1 Certificates (after taking into account distribution of the Class M-1 Principal Distribution Amount on such Distribution Date) and

(C)          the Class Certificate Balance of the Class M-2 Certificates immediately before such Distribution Date over

(ii)	the lesser of

(A)          70.60% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period and

(B)          an amount, not less than zero, equal to the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period minus $2,800,000;

provided, that if on any Distribution Date, the Class M-2 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-2 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-3 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A)          the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date),

(B)          the Class Certificate Balance of the Class M-1 Certificates (after taking into account distribution of the Class M-1 Principal Distribution Amount on such Distribution Date),

(C)          the Class Certificate Balance of the Class M-2 Certificates (after taking into account distribution of the Class M-2 Principal Distribution Amount on such Distribution Date) and

(D)          the Class Certificate Balance of the Class M-3 Certificates immediately before such Distribution Date over

(ii)	the lesser of

(A)          74.70% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period and

(B)          an amount, not less than zero, equal to the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period minus $2,800,000;

provided, that if on any Distribution Date, the Class M-3 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-3 Principal Distribution Amount shall equal

 

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the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-4 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A)          the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date),

(B)          the Class Certificate Balance of the Class M-1 Certificates (after taking into account distribution of the Class M-1 Principal Distribution Amount on such Distribution Date),

(C)          the Class Certificate Balance of the Class M-2 Certificates (after taking into account distribution of the Class M-2 Principal Distribution Amount on such Distribution Date),

(D)          the Class Certificate Balance of the Class M-3 Certificates (after taking into account distribution of the Class M-3 Principal Distribution Amount on such Distribution Date) and

(E)          the Class Certificate Balance of the Class M-4 Certificates immediately before such Distribution Date over

(ii)	the lesser of

(A)          78.20% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period and

(B)          an amount, not less than zero, equal to the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period minus $2,800,000;

provided, that if on any Distribution Date, the Class M-4 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-4 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-5 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A)          the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date),

(B)          the Class Certificate Balance of the Class M-1 Certificates (after taking into account distribution of the Class M-1 Principal Distribution Amount on such Distribution Date),

 

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(C)          the Class Certificate Balance of the Class M-2 Certificates (after taking into account distribution of the Class M-2 Principal Distribution Amount on such Distribution Date),

(D)          the Class Certificate Balance of the Class M-3 Certificates (after taking into account distribution of the Class M-3 Principal Distribution Amount on such Distribution Date),

(E)          the Class Certificate Balance of the Class M-4 Certificates (after taking into account distribution of the Class M-4 Principal Distribution Amount on such Distribution Date) and

(F)          the Class Certificate Balance of the Class M-5 Certificates immediately before such Distribution Date over

(ii)	the lesser of

(A)          81.70% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period and

(B)          an amount, not less than zero, equal to the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period minus $2,800,000;

provided, that if on any Distribution Date, the Class M-5 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-5 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-6 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A)          the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date),

(B)          the Class Certificate Balance of the Class M-1 Certificates (after taking into account distribution of the Class M-1 Principal Distribution Amount on such Distribution Date),

(C)          the Class Certificate Balance of the Class M-2 Certificates (after taking into account distribution of the Class M-2 Principal Distribution Amount on such Distribution Date),

(D)          the Class Certificate Balance of the Class M-3 Certificates (after taking into account distribution of the Class M-3 Principal Distribution Amount on such Distribution Date),

 

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(E)          the Class Certificate Balance of the Class M-4 Certificates (after taking into account distribution of the Class M-4 Principal Distribution Amount on such Distribution Date),

(F)          the Class Certificate Balance of the Class M-5 Certificates (after taking into account distribution of the Class M-5 Principal Distribution Amount on such Distribution Date) and

(G)          the Class Certificate Balance of the Class M-6 Certificates immediately before such Distribution Date over

(ii)	the lesser of

(A)          84.80% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period and

(B)          an amount, not less than zero, equal to the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period minus $2,800,000;

provided, that if on any Distribution Date, the Class M-6 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-6 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-7 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A)          the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date),

(B)          the Class Certificate Balance of the Class M-1 Certificates (after taking into account distribution of the Class M-1 Principal Distribution Amount on such Distribution Date),

(C)          the Class Certificate Balance of the Class M-2 Certificates (after taking into account distribution of the Class M-2 Principal Distribution Amount on such Distribution Date),

(D)          the Class Certificate Balance of the Class M-3 Certificates (after taking into account distribution of the Class M-3 Principal Distribution Amount on such Distribution Date),

(E)          the Class Certificate Balance of the Class M-4 Certificates (after taking into account distribution of the Class M-4 Principal Distribution Amount on such Distribution Date),

 

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(F)          the Class Certificate Balance of the Class M-5 Certificates (after taking into account distribution of the Class M-5 Principal Distribution Amount on such Distribution Date),

(G)          the Class Certificate Balance of the Class M-6 Certificates (after taking into account distribution of the Class M-6 Principal Distribution Amount on such Distribution Date) and

(H)          the Class Certificate Balance of the Class M-7 Certificates immediately before such Distribution Date over

(ii)	the lesser of

(A)          87.80% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period and

(B)          an amount, not less than zero, equal to the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period minus $2,800,000;

provided, that if on any Distribution Date, the Class M-7 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-7 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-8 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A)          the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date),

(B)          the Class Certificate Balance of the Class M-1 Certificates (after taking into account distribution of the Class M-1 Principal Distribution Amount on such Distribution Date),

(C)          the Class Certificate Balance of the Class M-2 Certificates (after taking into account distribution of the Class M-2 Principal Distribution Amount on such Distribution Date),

(D)          the Class Certificate Balance of the Class M-3 Certificates (after taking into account distribution of the Class M-3 Principal Distribution Amount on such Distribution Date),

(E)          the Class Certificate Balance of the Class M-4 Certificates (after taking into account distribution of the Class M-4 Principal Distribution Amount on such Distribution Date),

 

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(F)          the Class Certificate Balance of the Class M-5 Certificates (after taking into account distribution of the Class M-5 Principal Distribution Amount on such Distribution Date),

(G)          the Class Certificate Balance of the Class M-6 Certificates (after taking into account distribution of the Class M-6 Principal Distribution Amount on such Distribution Date),

(H)          the Class Certificate Balance of the Class M-7 Certificates (after taking into account distribution of the Class M-7 Principal Distribution Amount on such Distribution Date) and

(I)           the Class Certificate Balance of the Class M-8 Certificates immediately before such Distribution Date over

(ii)	the lesser of

(A)          90.50% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period and

(B)          an amount, not less than zero, equal to the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period minus $2,800,000;

provided, that if on any Distribution Date, the Class M-8 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-8 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-9 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A)          the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date),

(B)          the Class Certificate Balance of the Class M-1 Certificates (after taking into account distribution of the Class M-1 Principal Distribution Amount on such Distribution Date),

(C)          the Class Certificate Balance of the Class M-2 Certificates (after taking into account distribution of the Class M-2 Principal Distribution Amount on such Distribution Date),

(D)          the Class Certificate Balance of the Class M-3 Certificates (after taking into account distribution of the Class M-3 Principal Distribution Amount on such Distribution Date),

 

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(E)          the Class Certificate Balance of the Class M-4 Certificates (after taking into account distribution of the Class M-4 Principal Distribution Amount on such Distribution Date),

(F)          the Class Certificate Balance of the Class M-5 Certificates (after taking into account distribution of the Class M-5 Principal Distribution Amount on such Distribution Date),

(G)          the Class Certificate Balance of the Class M-6 Certificates (after taking into account distribution of the Class M-6 Principal Distribution Amount on such Distribution Date),

(H)          the Class Certificate Balance of the Class M-7 Certificates (after taking into account distribution of the Class M-7 Principal Distribution Amount on such Distribution Date),

(I)           the Class Certificate Balance of the Class M-8 Certificates (after taking into account distribution of the Class M-8 Principal Distribution Amount on such Distribution Date) and

(J)           the Class Certificate Balance of the Class M-9 Certificates immediately before such Distribution Date over

(ii)	the lesser of

(A)          92.50% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period and

(B)          an amount, not less than zero, equal to the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period minus $2,800,000;

provided, that if on any Distribution Date, the Class M-9 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-9 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

Class M-10 Principal Distribution Amount: For any Distribution Date, the excess of

(i)	the sum of

(A)          the aggregate Class Certificate Balance of the Class A Certificates (after taking into account distribution of the Class A Principal Distribution Amount on such Distribution Date),

(B)          the Class Certificate Balance of the Class M-1 Certificates (after taking into account distribution of the Class M-1 Principal Distribution Amount on such Distribution Date),

 

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(C)          the Class Certificate Balance of the Class M-2 Certificates (after taking into account distribution of the Class M-2 Principal Distribution Amount on such Distribution Date),

(D)          the Class Certificate Balance of the Class M-3 Certificates (after taking into account distribution of the Class M-3 Principal Distribution Amount on such Distribution Date),

(E)          the Class Certificate Balance of the Class M-4 Certificates (after taking into account distribution of the Class M-4 Principal Distribution Amount on such Distribution Date),

(F)          the Class Certificate Balance of the Class M-5 Certificates (after taking into account distribution of the Class M-5 Principal Distribution Amount on such Distribution Date),

(G)          the Class Certificate Balance of the Class M-6 Certificates (after taking into account distribution of the Class M-6 Principal Distribution Amount on such Distribution Date),

(H)          the Class Certificate Balance of the Class M-7 Certificates (after taking into account distribution of the Class M-7 Principal Distribution Amount on such Distribution Date),

(I)           the Class Certificate Balance of the Class M-8 Certificates (after taking into account distribution of the Class M-8 Principal Distribution Amount on such Distribution Date),

(J)           the Class Certificate Balance of the Class M-9 Certificates (after taking into account distribution of the Class M-9 Principal Distribution Amount on such Distribution Date) and

(K)          the Class Certificate Balance of the Class M-10 Certificates immediately before such Distribution Date over

(ii)	the lesser of

(A)          94.80% of the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period and

(B)          an amount, not less than zero, equal to the aggregate Stated Principal Balance of all of the Mortgage Loans as of the last day of the related Remittance Period minus $2,800,000;

provided, that if on any Distribution Date, the Class M-10 Certificates are the only Class of Subordinated Certificates outstanding, the Class M-10 Principal Distribution Amount shall equal the lesser of the Class Certificate Balance of such Class immediately prior to such Distribution Date and the Principal Distribution Amount for such Distribution Date.

 

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Class P Certificate: Any one of the Class P Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein and evidencing a Regular Interest in REMIC V.

Class P Interest: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class P Certificates, evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

Class R Certificate: A certificate representing the beneficial ownership of the Class R-I Interest, Class R-II Interest and Class R-III Interest.

Class R-I Interest: The uncertificated residual interest in REMIC I.

Class R-II Interest: The uncertificated residual interest in REMIC II.

Class R-III Interest: The uncertificated residual interest in REMIC III.

Class R-IV Interest: The uncertificated residual interest in REMIC IV.

Class R-V Interest: The uncertificated Residual Interest in REMIC V.

Class R-VI Interest: The uncertificated Residual Interest in REMIC VI.

Class R-X Certificate: The Class R-X Certificate executed by the Trustee, and authenticated and delivered by the Certificate Registrar, evidencing the ownership of the Class R-IV Interest, the Class R-V Interest and the Class R-VI Interest.

Closing Date: February 9, 2006.

Code: The United States Internal Revenue Code of 1986, including any successor or amendatory provisions.

Collateral Value: For any Mortgage Loan, the Collateral Value of the related Mortgaged Property shall be, other than for Refinance Loans, the lesser of (i) the appraised value determined in an appraisal obtained by the originator at origination of the Mortgage Loan and (ii) the sales price for the related Mortgaged Property. In the case of a Refinance Loan, the Collateral Value of the related Mortgaged Property is its appraised value determined in an appraisal obtained at the time of refinancing.

Collection Account: The separate Eligible Account or Accounts created and maintained by the Servicer pursuant to Section 3.06(c) with a depository institution in the name of the Servicer for the benefit of the Trustee on behalf of the Certificateholders and designated “IndyMac Bank, F.S.B., in trust for the registered holders of Home Equity Mortgage Loan Asset-Backed Certificates, Series INABS 2006-A.”

Combined Loan-to-Value Ratio: As of any date and Mortgage Loan, the fraction, expressed as a percentage, the numerator of which is the Principal Balance of the Mortgage Loan plus the principal balance of any related senior mortgage loan (when applicable for second lien loans), and the denominator of which is the Value of the related Mortgaged Property.

Commission: The United States Securities and Exchange Commission.

 

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Compensating Interest: For any Distribution Date, the lesser of (i) any Prepayment Interest Shortfalls and (ii) 0.125% multiplied by one-twelfth multiplied by the aggregate Stated Principal Balance of the Mortgage Loans as of the first day of the prior month.

Corporate Trust Office: The designated office of the Trustee and the Supplemental Interest Trust Administrator in the State of California at which at any particular time its corporate trust business with respect to this Agreement is administered, which office at the date of the execution of this Agreement is located at ▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: Corporate Trust Administration IN06S1 (IndyMac ABS, Inc., Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-A), facsimile no. (▇▇▇) ▇▇▇-▇▇▇▇ and which is the address to which notices to and correspondence with the Trustee or the Supplemental Interest Trust Administrator should be directed.

Corresponding Certificate: With respect to each REMIC II Regular Interest, as follows:

REMIC II Regular Interest	Class
REMIC II Regular Interest LTA1	A-1
REMIC II Regular Interest LTA2	A-2
REMIC II Regular Interest LTA3	A-3
REMIC II Regular Interest LTA4	A-4
REMIC II Regular Interest LTM1	M-1
REMIC II Regular Interest LTM2	M-2
REMIC II Regular Interest LTM3	M-3
REMIC II Regular Interest LTM4	M-4
REMIC II Regular Interest LTM5	M-5
REMIC II Regular Interest LTM6	M-6
REMIC II Regular Interest LTM7	M-7
REMIC II Regular Interest LTM8	M-8
REMIC II Regular Interest LTM9	M-9
REMIC II Regular Interest LTM10	M-10
REMIC II Regular Interest LTP	P

 

Credit Enhancement Percentage: For any Distribution Date and any Class of Class A or Subordinated Certificates, the percentage obtained by dividing (x) the sum of (i) the aggregate Class Certificate Balances of all Classes of Certificates subordinated to such Class and (ii) the Overcollateralization Amount (in each case taking into account the distributions of the Principal Distribution Amount for such Distribution Date) by (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Remittance Period (after giving effect to scheduled payments of principal due during the Remittance Period, to the extent received or advanced, and Principal Prepayments received in the Prepayment Period related to such Distribution Date).

Cumulative Net Loss Trigger Event: With respect to any Distribution Date on or after the Stepdown Date, the percentage obtained by dividing (x) the aggregate amount of Realized Losses incurred from the Cut-off Date through the last day of the related Remittance Period (reduced by the aggregate amount of Subsequent Recoveries received through the last day of that Remittance Period) by (y) the aggregate Cut-off Date Principal Balance of the Mortgage Loans exceeds (a) 1.50% of the aggregate Stated Principal Balance of the Mortgage Loans with respect to the Distribution Date in January 2008, plus an additional 1/12^th of 1.90% of the

 

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aggregate Stated Principal Balance of the Mortgage Loans for each Distribution Date occurring in each month thereafter to and including the Distribution Date in January 2009, (b) 3.40% of the aggregate Stated Principal Balance of the Mortgage Loans with respect to the Distribution Date occurring in February 2009, plus an additional 1/12^th of 1.90% of the aggregate Stated Principal Balance of the Mortgage Loans for each Distribution Date occurring in each month thereafter to and including the Distribution Date in January 2010, (c) 5.30% of the aggregate Stated Principal Balance of the Mortgage Loans with respect to the Distribution Date occurring in February 2010, plus an additional 1/12^th of 1.50% of the aggregate Stated Principal Balance of the Mortgage Loans for each Distribution Date occurring in each month thereafter to and including the Distribution Date in January 2011, (d) 6.80% of the aggregate Stated Principal Balance of the Mortgage Loans with respect to the Distribution Date occurring in February 2011, plus an additional 1/12^th of 0.10% of the aggregate Stated Principal Balance of the Mortgage Loans for each Distribution Date occurring in each month thereafter to and including the Distribution Date in January 2012 and (e) 6.90% of the aggregate Stated Principal Balance of the Mortgage Loans with respect to the Distribution Date occurring in February 2012 and each month thereafter.

Cut-off Date: January 1, 2006.

Cut-off Date Principal Balance: As to any Mortgage Loan, its Stated Principal Balance as of the close of business on the Cut-off Date.

Debt Service Reduction: For any Mortgage Loan, a reduction by a court of competent jurisdiction, in a proceeding under the Bankruptcy Code, in the Scheduled Payment for the Mortgage Loan that became final and non-appealable, but not including a reduction (i) resulting from a Deficient Valuation or (ii) that results in a permanent forgiveness of principal.

Defaulting Party: As defined in the Swap Agreement.

Deficient Valuation: For any Mortgage Loan, a valuation by a court of competent jurisdiction of the related Mortgaged Property in an amount less than the then outstanding indebtedness under such Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any Scheduled Payment, that results in a permanent forgiveness of principal, which valuation or reduction results from an order of the court that is final and non-appealable in a proceeding under the Bankruptcy Code.

Definitive Certificates: As specified in the Preliminary Statement..

Delayed Delivery Certification: A certification substantially in the form of Exhibit G-2.

Delayed Delivery Mortgage Loans: The Mortgage Loans identified on the Mortgage Loan Schedule, for which neither a related Mortgage File nor the Mortgage Note (or lost note affidavit for a lost Mortgage Note) has been delivered to the Trustee by the Closing Date. The Depositor shall deliver the Mortgage Files to the Trustee:

(A)

for at least 70% of the Mortgage Loans, not later than the Closing Date; and

(B)          for the remaining 30% of the Mortgage Loans, not later than five (5) Business Days following the Closing Date.

 

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To the extent that the Seller is in possession of any Mortgage File for any Delayed Delivery Mortgage Loan, until delivery of the Mortgage File to the Trustee as provided in Section 2.01, the Seller shall hold the files as Servicer, as agent and in trust for the Trustee.

Deleted Mortgage Loan: As defined in Section 2.03(c).

Denomination: For each Certificate, the amount appearing on the face of the Certificate as the “Initial Certificate Balance of this Certificate” or the Percentage Interest appearing on the face of the Certificate.

Depositor: IndyMac ABS, Inc., a Delaware corporation, or its successor in interest.

Depository: The initial Depository shall be The Depository Trust Company, the nominee of which is Cede & Co., as the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York.

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.

Determination Date: As to any Distribution Date, the 18^th day of each month or, if that day is not a Business Day, the next Business Day, except that if the next Business Day is less than two (2) Business Days before the related Distribution Date, then the Determination Date shall be the Business Day preceding the 18^th day of the month.

Distribution Account: The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.06(f) in the name of the Trustee for the benefit of the Certificateholders and designated “Deutsche Bank National Trust Company in trust for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed Certificates, Series INABS 2006-A.” Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

Distribution Account Deposit Date: As to any Distribution Date, 12:30 p.m. (Pacific time) on the Business Day preceding the Distribution Date.

Distribution Date: The 25^th day of each calendar month after the initial issuance of the Certificates, or if that day is not a Business Day, the next Business Day, commencing in February 2006.

Due Date: For any Mortgage Loan and Distribution Date, the first day of the month in which the Distribution Date occurs.

Eligible Account: Any of

(i)            an account 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 debt obligations of the holding company, but only if ▇▇▇▇▇’▇ is not a Rating Agency) have the highest short-term ratings of each Rating Agency at the time any amounts are held on deposit therein, or

 

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(ii)

[reserved], or

(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)         any other account acceptable to each Rating Agency without reduction or withdrawal of their then current ratings of the Certificates or any NIM Insurer-guaranteed NIM Notes, as evidenced by a letter from each Rating Agency to the Trustee and the NIM Insurer.

Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.

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 Certificate: As specified in the Preliminary Statement.

Escrow Account: The Eligible Account or Accounts established and maintained pursuant to Section 3.07(a).

Event of Default: As defined in Section 7.01.

Excess Overcollateralization Amount: For any Distribution Date, the excess of (a) the Overcollateralization Amount on such Distribution Date over (b) the Overcollateralization Target Amount for such Distribution Date.

Excess Proceeds: For any Liquidated Mortgage Loan, the excess of

(a)           all Liquidation Proceeds from the Mortgage Loan received in the calendar month in which the Mortgage Loan became a Liquidated Mortgage Loan, net of any amounts previously reimbursed to the Servicer as Nonrecoverable Advances with respect to the Mortgage Loan pursuant to Section 3.09(a)(ii), over

(b)           the sum of (i) the unpaid principal balance of the Liquidated Mortgage Loan as of the Due Date in the month in which the Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at the Mortgage Rate from the Due Date for which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the Due Date applicable to the Distribution Date following the calendar month during which the liquidation occurred.

Excess Reserve Fund Account: The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.06(d) in the name of the Trustee for the benefit of the Certificateholders and designated “Deutsche Bank National Trust Company in trust for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-A.” Funds in the Excess Reserve Fund Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement. The Excess Reserve Fund Account will not be an asset of any REMIC.

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

 

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Expense Adjusted Net Mortgage Rate: For any Distribution Date and a Mortgage Loan, the per annum rate equal to the Mortgage Rate of that Mortgage Loan as of the first day of the month preceding the month in which that Distribution Date occurs minus the Expense Fee Rate.

Expense Adjusted Net Maximum Mortgage Rate: For any Distribution Date and a Mortgage Loan, the per annum rate equal to the weighted average of the Maximum Mortgage Rate of that Mortgage Loan as of the first day of the month preceding the month in which that Distribution Date occurs minus the Expense Fee Rate.

Expense Fees: As to each Mortgage Loan, the sum of the Servicing Fee and Trustee Fee.

Expense Fee Rate: As to each Mortgage Loan, the sum of the Servicing Fee Rate and the Trustee Fee Rate.

Extra Principal Distribution Amount: As of any Distribution Date, the lesser of (x) the Total Monthly Excess Spread for that Distribution Date and (y) the Overcollateralization Deficiency for that Distribution Date.

FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.

FHLMC: The Federal Home Loan Mortgage Corporation, 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.

Fitch: Fitch, Inc., or any successor thereto. If Fitch is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to Fitch shall be Fitch, Inc., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: MBS Monitoring – IndyMac INABS 2006-A, or any other address Fitch furnishes to the Depositor and the Servicer.

FNMA: The Federal National Mortgage Association, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

Indenture: The indenture, or document of similar import, if any, pursuant to which any NIM Notes are issued.

Index: As to each adjustable-rate Mortgage Loan, the index from time to time in effect for the adjustment of the Mortgage Rate set forth as such on the related Mortgage Note.

Indirect Participant: A broker, dealer, bank, or other financial institution or other Person that clears through or maintains a custodial relationship with a Depository Participant.

Insurance Policy: For any Mortgage Loan included in the Trust Fund, any insurance policy, including all its riders and endorsements in effect, including any replacement policy or policies for any Insurance Policies.

 

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Insurance Proceeds: Proceeds paid by an insurer pursuant to any Insurance Policy, in each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses or released to the Mortgagor.

Insured Expenses: Expenses covered by an Insurance Policy or any other insurance policy with respect to the Mortgage Loans.

Interest Accrual Period: With respect to the Class C Certificates and each Distribution Date, the calendar month prior to the month of such Distribution Date. With respect to the Class A Certificates and the Subordinated Certificates and each Distribution Date, the period commencing on the preceding Distribution Date (or in the case of the first such Interest Accrual Period, commencing on the Closing Date) and ending on the day preceding such Distribution Date.

Interest Remittance Amount: For any Distribution Date, the excess of (x) the sum of the portions of clauses (i) through (iv) of the definition of Available Funds for such Distribution Date that represent payments of interest, over (y) the sum of the amounts included in clauses (v) (to the extent related to interest) and (vi) of the definition of Available Funds for such Distribution Date.

Lender PMI Loan: Any Mortgage Loan with respect to which the related lender rather than the related borrower acquired primary mortgage guaranty insurance and charged the related borrower an interest premium.

LIBOR: For any Interest Accrual Period for the LIBOR Certificates, the rate determined by the Trustee on the related LIBOR Determination Date on the basis of the offered rate for one-month U.S. dollar deposits that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on that date. If the rate does not appear on Telerate Page 3750, the rate for that date will be determined on the basis of the rates at which one-month U.S. dollar deposits are offered by the Reference Banks at approximately 11:00 a.m. (London time) on that date to prime banks in the London interbank market. In that case, the Trustee will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two quotations are so provided, the rate for that date will be the arithmetic mean of the quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If fewer than two quotations are provided as requested, the rate for that date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Servicer, at approximately 11:00 a.m. (New York City time) on that date for one-month U.S. dollar loans to leading European banks.

LIBOR Certificates: As specified in the Preliminary Statement.

LIBOR Determination Date: For any Interest Accrual Period for the LIBOR Certificates, the second London Business Day preceding the commencement of the Interest Accrual Period.

Liquidated Mortgage Loan: For any Distribution Date, a defaulted Mortgage Loan (including any REO Property) that was liquidated in the calendar month preceding the month of the Distribution Date and as to which the Servicer has certified (in accordance with this Agreement) that it has received all amounts it expects to receive in connection with the liquidation of the Mortgage Loan, including the final disposition of an REO Property.

 

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Liquidation Proceeds: Amounts, including Insurance Proceeds regardless of when received, received in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee’s sale, foreclosure sale, 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 an REO Property, less the sum of related unreimbursed Servicing Fees, Servicing Advances and Advances.

Loan-to-Value Ratio: For any Mortgage Loan and as of any date of determination, the fraction whose numerator is the principal balance of the related Mortgage Loan at that date of determination and whose denominator is the Collateral Value of the related Mortgaged Property.

London Business Day: Any day on which dealings in deposits of United States dollars are transacted in the London interbank market.

Lost Mortgage Note: Any Mortgage Note the original of which was permanently lost or destroyed and has not been replaced.

Majority in Interest: As to any Class of Regular Certificates, the Holders of Certificates of such Class evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced by all Certificates of such Class.

Margin: As to each adjustable-rate Mortgage Loan, the percentage amount on the related Mortgage Note added to the Index in calculating its Mortgage Rate.

Marker Rate: With respect to the Class C Interest and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the REMIC II Remittance Rates for each REMIC II Regular Interest (other than REMIC II Regular Interest LTAA, LTIO and LTP) subject to a cap (for each such REMIC II Regular Interest other than REMIC II Regular Interest LTZZ) equal to the Pass-Through Rate for the Corresponding Certificate for the purpose of this calculation; with the rate on REMIC II Regular Interest LTZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, calculations of the REMIC II Remittance Rate and the related caps with respect to each such REMIC II Regular Interest, other than REMIC II Regular Interest LTZZ, shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

Maximum LTZZ Uncertificated Interest Deferral Amount: With respect to any Distribution Date, the excess of (i) accrued interest at the REMIC II Remittance Rate applicable to REMIC II Regular Interest LTZZ for such Distribution Date on a balance equal to the Uncertificated Balance of REMIC II Regular Interest LTZZ minus the REMIC II Overcollateralization Amount, in each case for such Distribution Date, over (ii) Uncertificated Interest on REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular Interest LTA4, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9 and REMIC II Regular Interest LTM10 for such Distribution Date, with the rate on each such REMIC II Regular Interest subject to a cap equal to the lesser of (i) LIBOR plus the related Pass-Through Margin and (ii) the related Net WAC Cap; provided, however, that solely for this purpose, calculations of the REMIC II Remittance Rate and the related caps with respect to

 

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REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular Interest LTA4, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9 and REMIC II Regular Interest LTM10 shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

Maximum Cap: As of any Distribution Date, the per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to the sum of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Mortgage Loans and (y) the percentage equivalent of a fraction, the numerator of which is any Net Swap Payment or Swap Termination Payment (other than any Swap Termination Payment resulting from a Swap Provider Trigger Event) made by the Swap Provider, if any, multiplied by 12 and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans.

Maximum Mortgage Rate: As to each adjustable-rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the lifetime maximum mortgage rate to which such Mortgage Rate may be adjusted. As to each fixed-rate Mortgage Loan, the related Mortgage Rate.

MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

MERS Mortgage Loan: Any Mortgage Loan registered with MERS on the MERS® System.

MERS® System: The system of recording transfers of mortgages electronically that is maintained by MERS.

MIN: The mortgage identification number for any MERS Mortgage Loan.

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 prepared by the Trustee pursuant to Section 4.03.

Moody’s: ▇▇▇▇▇’▇ Investors Service, Inc., or its successors in interest. If ▇▇▇▇▇’▇ is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to Moody’s shall be ▇▇▇▇▇’▇ Investors Service, Inc., ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Residential Loan Monitoring Group, or any other address that Moody’s furnishes to the Depositor and the Servicer.

Mortgage: The mortgage, deed of trust, or other instrument creating a first or second lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note.

Mortgage File: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents delivered to the Trustee to be added to the Mortgage File pursuant to this Agreement.

 

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Mortgage Loans: Such of the mortgage loans transferred and assigned to the Trustee pursuant to this Agreement, as from time to time are held as a part of the Trust Fund (including any REO Property), the Mortgage Loans so held being identified on the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property.

Mortgage Loan Schedule: As of any date, the list of Mortgage Loans in Schedule I included in the Trust Fund on such date. The Mortgage Loan Schedule shall be prepared by the Seller and shall contain the following information with respect to each Mortgage Loan and in the aggregate:

(i)	the loan number;
(ii)	the Mortgagor’s name and the street address of the Mortgaged Property, including the zip code;
(iii)	the maturity date;
(iv)	the original principal balance;
(v)	the Cut-off Date Principal Balance;
(vi)	the first payment date of the Mortgage Loan;
(vii)	the Scheduled Payment in effect as of the Cut-off Date;
(viii)	the Loan-to-Value Ratio at origination;
(ix)	a code indicating whether the residential dwelling at the time of origination was represented to be owner-occupied;
(x)	a code indicating whether the residential dwelling is either (a) a detached single family dwelling, (b) a townhouse, (c) a dwelling in a PUD, (d) a condominium unit or (e) a two- to four-unit residential property;
(xi)	the Mortgage Rate in effect immediately following: (a) the applicable date of origination and (b) the Cut-off Date;
(xii)	the purpose for the Mortgage Loan;
(xiii)	the type of documentation program pursuant to which the Mortgage Loan was originated;
(xiv)	with respect to the adjustable-rate Mortgage Loans:
	(a)         the Maximum Mortgage Rate;
	(b)         the Periodic Rate Cap;
	(c)         the Adjustment Date;

 

 

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	(d)         the Margin; and
	(e)         the Index;
(xv)	a code indicating whether the Mortgage Loan is a Performance Loan;
(xvi)	a code indicating whether the Mortgage Loan is a borrower-paid mortgage insurance loan;
(xvii)	[reserved];
(xviii)	a code indicating whether the Mortgage Loan is a Lender PMI Loan;
(xix)	the coverage amount of any mortgage insurance;
(xx)	with respect to the Lender PMI Loans, the related interest premium;
(xxi)	a code indicating whether the Mortgage Loan is a Delayed Delivery Mortgage Loan;
(xxii)	a code indicating whether the Mortgage Loan is a MERS Mortgage Loan;
(xxiii) (xxiv)	A code indicating the term, if any, of a Prepayment Charge; and if the Mortgage Loan is secured by a second-lien on the related mortgaged property, the Combined Loan-to-Value Ratio at origination.

The schedule shall also state the total of the amounts described under (v) above for all of the Mortgage Loans.

Mortgage Note: The original executed note or other evidence of the indebtedness of a Mortgagor under a Mortgage Loan.

Mortgage Rate: The annual rate of interest borne by a Mortgage Note from time to time minus any interest premium if the applicable Mortgage Note relates to a Lender PMI Loan, if any.

Mortgaged Property: The underlying property securing a Mortgage Loan.

Mortgagor: The obligors on a Mortgage Note.

Net Prepayment Interest Shortfall: For any Distribution Date, the excess of the Prepayment Interest Shortfalls for such Distribution Date over the Compensating Interest for such Distribution Dates.

Net Swap Payment: With respect to each Distribution Date, the net payment required to be made pursuant to the terms of the Swap Agreement by either the Swap Provider or the

 

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Supplemental Interest Trust, which net payment shall not take into account any Swap Termination Payment.

Net WAC Cap: For each Class of Certificates and any Distribution Date, the per annum rate (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) equal to (x) the weighted average of the Expense Adjusted Net Mortgage Rates of the Mortgage Loans minus (y) the percentage equivalent of a fraction, the numerator of which is any Net Swap Payment or Swap Termination Payment (only if such Swap Termination Payment was not due to a Swap Provider Trigger Event) deposited in the Supplemental Interest Trust for payment to the Swap Provider, if any, multiplied by 12 and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans.

For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average (subject to adjustment based on the actual number of days elapsed in the related Interest Accrual Period) of the REMIC II Remittance Rates on the REMIC II Regular Interests (other than REMIC II Regular Interest LTIO), weighted on the basis of the Uncertificated Balance of such REMIC II Regular Interest.

Net WAC Cap Carry Forward Amount: For any Class of Certificates and any Distribution Date, an amount equal to the aggregate amount of Net WAC Shortfall for such Class on that Distribution Date (to the extent not covered by payments from the Excess Reserve Fund Account or the Supplemental Interest Trust) plus any unpaid Net WAC Cap Carry Forward Amount for such Class from prior Distribution Dates (and interest accrued thereon at the then applicable Pass-Through Rate on that Class of Certificates, without giving effect to the applicable Net WAC Cap).

Net WAC Shortfall: For any Class of Class A and Subordinated Certificates and any Distribution Date on which the Pass-Through Rate for that Class is the related Net WAC Cap, an amount equal to excess of (x) the amount of interest such Class of Certificates would have accrued for such Distribution Date had such Pass-Through Rate not been limited by the related Net WAC Cap over (y) the amount of interest such Class of Certificates accrued for such Distribution Date at the related Net WAC Cap.

NIM Insurer: Any insurer guarantying at the request of the Seller certain payments under the NIM Notes.

NIM Notes: Net interest margin securities, if any, which are secured by the cash flow on the Class C and/or Class P Certificates.

Nonrecoverable Advance: Any portion of an Advance previously made or proposed to be made by the Servicer, that, in the good faith judgment of the Servicer, will not be ultimately recoverable by the Servicer from the related Mortgagor or related Liquidation Proceeds or otherwise from collections related to the Mortgage Loan.

Notice of Final Distribution: The notice to be provided pursuant to Section 9.02, to the effect that final distribution on any of the Certificates shall be made only on its presentation and surrender.

Notional Amount: With respect to the Class C Interest and any Distribution Date, the aggregate Uncertificated Balance of the REMIC II Regular Interests (other than REMIC II Regular Interest LTP) immediately prior to Distribution Date.

 

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Offered Certificates: As specified in the Preliminary Statement.

Officer’s Certificate: A certificate (i) signed by the Chairman of the Board, the Vice Chairman of the Board, the President, a Managing Director, 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 or the Servicer, or (ii) if provided for in this Agreement, signed by a Servicing Officer, as the case may be, and delivered to the Depositor and the Trustee as required by this Agreement.

Opinion of Counsel: For the interpretation or application of the REMIC Provisions, counsel must (i) in fact be independent of the Depositor and the Servicer, (ii) not have any direct financial interest in the Depositor or the Servicer or in any affiliate of either, and (iii) not be connected with the Depositor or the Servicer as an officer, employee, promoter, underwriter, trustee, partner, director, or person performing similar functions. Otherwise, Opinion of Counsel is a written opinion of counsel, who may be counsel for the Depositor or the Servicer, including in-house counsel, reasonably acceptable to the Trustee.

Optional Termination: The termination of the Trust Fund created hereunder in connection with the purchase of the Mortgage Loans pursuant to Section 9.01(a).

Optional Termination Date: The Distribution Date following the last day of the related Remittance Period on which the aggregate Stated Principal Balance of the Mortgage Loans and any REO Property declines to less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

OTS: The Office of Thrift Supervision.

Outstanding: For the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except:

(i)            Certificates theretofore canceled by the Trustee or delivered to the Trustee for cancellation; and

(ii)          Certificates in exchange for which or in lieu of which other Certificates have been executed and delivered by the Trustee pursuant to this Agreement.

Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with a Stated Principal Balance greater than zero that was not the subject of a Principal Prepayment in Full before the Due Date or during the Prepayment Period related to that Due Date and that did not become a Liquidated Mortgage Loan before the Due Date.

Overcollateralization Amount: For any Distribution Date, the excess of

(a)           the aggregate Stated Principal Balance of the Mortgage Loans as of the preceding Due Date (after giving effect to Principal Prepayments received in the Prepayment Period related to that prior Due Date) over

(b)           the aggregate Class Certificate Balance of the Class A, Subordinated and Class P Certificates on that Distribution Date (assuming the payment of 100% of the Principal Remittance Amount is distributed for that Distribution Date).

 

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Overcollateralization Deficiency: For any Distribution Date, the excess of (a) the Overcollateralization Target Amount applicable to such Distribution Date over (b) the Overcollateralization Amount applicable to such Distribution Date.

Overcollateralization Target Amount: With respect to any Distribution Date: (i) before the Stepdown Date, an amount equal to 2.60% of the sum of the Cut-off Date Principal Balance of the Mortgage Loans; (ii) on or after the Stepdown Date and provided that a Trigger Event is not in effect, an amount equal to the greater of (x) 5.20% of the then current aggregate outstanding Stated Principal Balance of the Mortgage Loans as of the last day of the related Remittance Period (after giving effect to Scheduled Payments of principal due during the related Remittance Period to the extent received or advanced and Principal Prepayments received during the Prepayment Period related to such Distribution Date) and (y) $2,800,000; or (iii) if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date. Notwithstanding the foregoing, on and after any Distribution Date following the reduction of the aggregate Class Certificate Balance of the Class A and Subordinate Certificates to zero, the Overcollateralization Target Amount shall be zero.

Ownership Interest: As to any Residual Certificate, any ownership interest in the Certificate, including any interest in the Certificate as its Holder and any other interest therein, whether direct or indirect, legal or beneficial.

Pass-Through Margin: For each Class of Class A and Subordinate Certificates for the Interest Accrual Period for each Distribution Date on or before the Optional Termination Date, the respective amount set forth below:

A-1	0.090%	M-4	0.550%
A-2	0.150%	M-5	0.590%
A-3	0.200%	M-6	0.680%
A-4	0.300%	M-7	1.350%
M-1	0.400%	M-8	1.500%
M-2	0.420%	M-9	2.600%
M-3	0.440%	M-10	2.500%

 

For the Interest Accrual Period for each Distribution Date after the Optional Termination Date, the Pass-Through Margin for each of the Class A -1, Class A -2, Class A-3 and Class A- 4 Certificates shall be 2 times its initial margin and the Pass-Through Margin for each Class of Subordinated Certificates shall be 1.5 times its initial margin.

Pass-Through Rate: With respect to any Class of Class A Certificates or Subordinated Certificates and any Distribution Date, the least of (x) LIBOR plus the related Pass-Through Margin for such Distribution Date, (y) the Net WAC Cap for such Distribution Date and (z) the Maximum Cap for such Distribution Date.

With respect to the Class C Interest and any Distribution Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (A) through (Q) below, and the denominator of which is the aggregate Uncertificated Balance of REMIC II Regular Interest LTAA, REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular Interest LTA4, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2,

 

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REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular Interest LTM10 and REMIC II Regular Interest LTZZ. For purposes of calculating the Pass-Through Rate for the Class C Interest, the numerator is equal to the sum of the following components:

(A)          the REMIC II Remittance Rate for REMIC II Regular Interest LTAA minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC II Regular Interest LTAA;

(B)          the REMIC II Remittance Rate for REMIC II Regular Interest LTA1 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC II Regular Interest LTA1;

(C)          the REMIC II Remittance Rate for REMIC II Regular Interest LTA2 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC II Regular Interest LTA2;

(D)          the REMIC II Remittance Rate for REMIC II Regular Interest LTA3 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC II Regular Interest LTA3;

(E)          the REMIC II Remittance Rate for REMIC II Regular Interest LTA4 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC II Regular Interest LTA4;

(F)          the REMIC II Remittance Rate for REMIC II Regular Interest LTM1 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC II Regular Interest LTM1;

(G)          the REMIC II Remittance Rate for REMIC II Regular Interest LTM2 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC II Regular Interest LTM2;

(H)          the REMIC II Remittance Rate for REMIC II Regular Interest LTM3 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC II Regular Interest LTM3;

(I)           the REMIC II Remittance Rate for REMIC II Regular Interest LTM4 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC II Regular Interest LTM4;

(J)           the REMIC II Remittance Rate for REMIC II Regular Interest LTM5 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC II Regular Interest LTM5;

(K)          the REMIC II Remittance Rate for REMIC II Regular Interest LTM6 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC II Regular Interest LTM6;

 

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(L)          the REMIC II Remittance Rate for REMIC II Regular Interest LTM7 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC II Regular Interest LTM7;

(M)         the REMIC II Remittance Rate for REMIC II Regular Interest LTM8 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC II Regular Interest LTM8;

(N)          the REMIC II Remittance Rate for REMIC II Regular Interest LTM9 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC II Regular Interest LTM9;

(O)          the REMIC II Remittance Rate for REMIC II Regular Interest LTM10 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC II Regular Interest LTM10;

(P)          the REMIC II Remittance Rate for REMIC II Regular Interest LTZZ minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC II Regular Interest LTZZ; and

(Q)

100% of the interest on REMIC II Regular Interest LTP.

The Class P Certificates, Class R Certificates and Class R-X Certificates will not accrue interest and therefore will not have a Pass-Through Rate.

With respect to the Class C Certificates, 100% of the interest distributable to the Class C Interest, expressed as a per annum rate.

The Class IO Interest shall not have a Pass-Through Rate, but interest for such Regular Interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to REMIC II Regular Interest LTIO for such Distribution Date.

REMIC VI Regular Interest SWAP IO Interest shall not have a Pass-Through Rate, but interest for such Regular Interest and each Distribution Date shall be an amount equal to 100% of the amounts distributable to the Class IO Interest for such Distribution Date.

Percentage Interest: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made on the related Class, such percentage interest being stated on its face or equal to the percentage obtained by dividing the Denomination of the Certificate by the aggregate of the Denominations of all Certificates of the same Class.

Performance Loan: Adjustable-rate Mortgage Loans that provide borrowers the potential of margin reduction for good payment history. If, at the time of evaluation, the related borrower has made scheduled payments in full since the origination of the loan with a maximum of one late payment (which, however, cannot be in the month of evaluation), the Mortgage Loan is eligible for a reduction (ranging from 0.50% to 1.00%) in the margin used to calculate the Mortgage Rate.

Periodic Rate Cap: As to any adjustable-rate Mortgage Loan and any Adjustment Date, the maximum percentage increase or decrease to the related Mortgage Rate on the Adjustment Date, as specified in the related Mortgage Note.

 

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Permitted Investments: At any time, any of the following:

(i)           obligations of the United States or any agency thereof 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, or any lower rating that will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

(iii)         commercial or finance company paper that is then receiving the highest commercial or finance company paper rating of each Rating Agency, or any lower rating that will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

(iv)         certificates of deposit, demand or time deposits, or bankers’ acceptances 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 or state banking authorities; provided, that the commercial paper or long-term unsecured debt obligations of the depository institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations of the holding company, but only if ▇▇▇▇▇’▇ is not a Rating Agency) are then rated one of the two highest long-term and the highest short-term ratings of each Rating Agency for the securities, or any lower rating that will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

(v)           demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that the deposits are fully insured by the FDIC;

(vi)         guaranteed reinvestment agreements issued by any bank, insurance company, or other corporation acceptable to the Rating Agencies at the time of the issuance of the agreements, as evidenced by a signed writing delivered by 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 (iv) above; provided, that such repurchase obligation would be accounted for as a financing arrangement under generally accepted accounting principles;

(viii)       securities (other than stripped bonds, stripped coupons, or instruments sold at a purchase price in excess of 115% of their face amount) bearing interest or sold at a discount, issued by any corporation incorporated under the laws of the United States or any state thereof, that, at the time of the investment, have one of the two highest ratings of each Rating Agency (except that if the Rating Agency is Moody’s, the rating shall be the highest commercial paper rating of Moody’s for the securities), or any lower rating that will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency;

(ix)         units of a taxable money-market portfolio having the highest rating assigned by each Rating Agency and restricted to obligations issued or guaranteed by the United States of

 

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America or entities whose obligations are backed by the full faith and credit of the United States of America and repurchase agreements collateralized by such obligations; and

(x)           any other investments bearing interest or sold at a discount acceptable to the Rating Agencies that will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by the Rating Agencies, as evidenced by a signed writing delivered by each Rating Agency.

No Permitted Investment may (i) evidence the right to receive interest only payments with respect to the obligations underlying the instrument, (ii) be sold or disposed of before its maturity or (iii) be any obligation of the Seller or any of its Affiliates. Any Permitted Investment shall be relatively risk free and no options or voting rights shall be exercised with respect to any Permitted Investment. Any Permitted Investment shall be sold or disposed of in accordance with Statement of Financial Accounting Standards No. 140, paragraph 35c(6), in effect as of the Closing Date.

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 any Residual Certificate;

(iv)         rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code;

	(v)	an “electing large partnership” as defined in Section 775 of the Code;
	(vi)	a Person that is not a U.S. Person; and

(vii)        any other Person so designated by the Depositor based on an Opinion of Counsel that the Transfer of an Ownership Interest in a Residual Certificate to the Person may cause any REMIC created under this Agreement to fail to qualify as a REMIC at any time that the Certificates are outstanding.

The terms “United States,” “State,” and “International Organization” have the meanings in Section 7701 of the Code or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of the FHLMC, a majority of its board of directors is not selected by such government unit.

Person: Any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government, or any agency or political subdivision thereof.

 

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Pool Stated Principal Balance: As to any Distribution Date, the aggregate Stated Principal Balance of the Outstanding Mortgage Loans on the last day of the related Remittance Period.

Prepayment Charge: As to a Mortgage Loan, any charge paid by a Mortgagor in connection with certain partial prepayments and all prepayments in full made within the related Prepayment Charge Period, the Prepayment Charges with respect to each applicable Mortgage Loan so held by the Trust Fund being identified in the Prepayment Charge Schedule.

Prepayment Charge Period: As to any Mortgage Loan, the period of time during which a Prepayment Charge may be imposed.

Prepayment Charge Schedule: As of any date, the list of Prepayment Charges included in the Trust Fund on that date (including the prepayment charge summary attached thereto). The Prepayment Charge Schedule shall contain the following information with respect to each Prepayment Charge:

	(i)	the Mortgage Loan account number;
	(ii)	a code indicating the type of Prepayment Charge;
	(iii)	the state of origination in which the related Mortgaged Property is located;

(iv)         the first date on which a monthly payment is or was due under the related Mortgage Note;

	(v)	the term of the Prepayment Charge;
	(vi)	the original principal amount of the related Mortgage Loan; and
	(vii)	the Cut-off Date Principal Balance of the related Mortgage Loan.

The Prepayment Charge Schedule shall be amended from time to time by the Servicer in accordance with this Agreement and a copy of the amended schedule shall be delivered to the NIM Insurer.

Prepayment Interest Excess: As to any Principal Prepayment received by the Servicer on a Mortgage Loan from the first day through the fifteenth day of any calendar month other than February 2006, all amounts paid by the related Mortgagor in respect of interest on such Principal Prepayment. All Prepayment Interest Excess shall be retained by the Servicer as additional servicing compensation.

Prepayment Interest Shortfall: As to any Distribution Date, Mortgage Loan and Principal Prepayment received on or after the sixteenth day of the month preceding the month of such Distribution Date (or, in the case of the first Distribution Date, on or after January 1, 2006) and on or before the last day of the month preceding the month of such Distribution Date, the amount, if any, by which one month’s interest at the related Mortgage Rate, net of the Servicing Fee Rate, on such Principal Prepayment exceeds the amount of interest paid in connection with such Principal Prepayment.

 

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Prepayment Period: As to any Distribution Date and related Due Date, the period from and including the 16^th day of the month immediately prior to the month of such Distribution Date (or, in the case of the first Distribution Date, on January 1, 2006) to and including the 15^th day of the month of such Distribution Date.

Primary Insurance Policy: Each policy of primary mortgage guaranty insurance or any replacement policy therefor with respect to any Mortgage Loan.

Principal Distribution Amount: For any Distribution Date, the sum of (i) the Basic Principal Distribution Amount for the Distribution Date and (ii) the Extra Principal Distribution Amount for the Distribution Date.

Principal Prepayment: Any payment of principal by a Mortgagor on a Mortgage Loan (including the Purchase Price of any modified Mortgage Loan purchased pursuant to Section 3.12(c)) that is received in advance of its scheduled Due Date and is not accompanied by an amount representing scheduled interest due on any date in any month after the month of prepayment. The Servicer shall apply partial Principal Prepayments in accordance with the related Mortgage Note.

Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage Loan.

Principal Remittance Amount: For any Distribution Date, the sum of the following amounts (without duplication) with respect to the Mortgage Loans:

(i)            the principal portion of previously undistributed Scheduled Payments due after the Cut-off Date and by the Due Date occurring in the related Remittance Period that were not the subject of a previous Advance and were received by the Servicer before the related Determination Date or were part of the Advance for the Determination Date;

(ii)          each Principal Prepayment received by the Servicer during the related Prepayment Period;

(iii)         the Liquidation Proceeds on the Mortgage Loans allocable to principal and Subsequent Recoveries actually collected by the Servicer during the preceding calendar month;

(iv)         the principal portion of the purchase price with respect to each Deleted Mortgage Loan, the repurchase obligation for which arose during the preceding calendar month and that was repurchased before the related Distribution Account Deposit Date;

(v)           the principal portion of any Substitution Adjustment Amounts in connection with a substitution of a Mortgage Loan as of the Distribution Date; and

(vi)         the proceeds received with respect to the termination of the Trust Fund (to the extent such proceeds relate to principal);

minus

(vii)        the sum of (x) amounts in reimbursement for the principal portion of Advances previously made with respect to the Mortgage Loans, other expenses reimbursable to the Servicer with respect to the Mortgage Loans pursuant to this Agreement and, as applicable,

 

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payable by the Trustee out of the Distribution Account pursuant to Section 3.09(b), and (y) any Net Swap Payment or Swap Termination Payment (not due to a Swap Provider Trigger Event) deposited in the Supplemental Interest Trust for payment to the Swap Provider on such Distribution Date to the extent not paid from interest funds.

Private Certificates: As specified in the Preliminary Statement.

Prospectus Supplement: The Prospectus Supplement dated February 6, 2006 relating to the Offered Certificates.

PUD: Planned Unit Development.

Purchase Price: For any Mortgage Loan required to be purchased by the Seller pursuant to Section 2.01, 2.02, 2.03 or 2.05 or purchased by the Servicer pursuant to Section 3.12, the sum of:

(i)           100% of the unpaid principal balance of the Mortgage Loan on the date of the purchase;

(ii)          accrued interest on the Mortgage Loan at the applicable Mortgage Rate (or at the applicable Adjusted Mortgage Rate if (x) the purchaser is the Servicer or (y) if the purchaser is the Seller and the Seller is the Servicer) from the date through which interest was last paid by the Mortgagor to the Due Date in the month in which the Purchase Price is to be distributed to Certificateholders, net of any unreimbursed Advances made by the Servicer on the Mortgage Loan; and

(iii)         any costs and damages incurred by the Trust Fund in connection with any violation by the Mortgage Loan of any predatory or abusive lending law.

If the Mortgage Loan is a Mortgage Loan to be repurchased pursuant to Section 3.12, the interest component of the Purchase Price shall be computed (i) on the basis of the applicable Adjusted Mortgage Rate before giving effect to the related modification and (ii) from the date to which interest was last paid to the date on which the Mortgage Loan is assigned to the Servicer pursuant to Section 3.12(c).

Qualified Insurer: A mortgage guaranty insurance company duly qualified as such under the laws of the state of its principal place of business and each state having jurisdiction over the insurer in connection with the insurance policy issued by the insurer, duly authorized and licensed in such states to transact a mortgage guaranty insurance business in such states and to write the insurance provided by the insurance policy issued by it, approved as an FNMA- or FHLMC-approved mortgage insurer or having a claims paying ability rating of at least “AA” or an equivalent rating by a nationally recognized statistical rating organization. Any replacement insurer with respect to a Mortgage Loan must have at least as high a claims paying ability rating as the insurer it replaces had on the Closing Date.

Rating Agency: Each of the Rating Agencies specified in the Preliminary Statement. If any of them or a successor is no longer in existence, “Rating Agency” shall be the nationally recognized statistical rating organization, or other comparable Person, designated by the Depositor, notice of which designation shall be given to the Trustee. References to a given rating or rating category of a Rating Agency means the rating category without giving effect to any modifiers.

 

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Realized Loss: The excess of the Stated Principal Balance of a defaulted Mortgage Loan over the net Liquidation Proceeds with respect thereto that are allocated to the principal balance of such Mortgage Loan. To the extent the Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage Loan will be reduced by such Subsequent Recoveries.

Record Date: For the Class A and Subordinated Certificates held in book-entry form, the close of business on the Business Day before the related Distribution Date. For any Definitive Certificate, the close of business on the last Business Day of the month preceding the month of the related Distribution Date.

Reference Bank: As defined in Section 4.07.

Refinance Loan: Any Mortgage Loan the proceeds of which are used to refinance an existing Mortgage Loan.

Regular Certificates: Any Class A, Class M, Class C or Class P Certificate.

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 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be published by the Commission or its staff from time to time.

Relief Act: The Servicemembers Civil Relief Act.

Relief Act Interest Shortfall: With respect to any Distribution Date and any Mortgage Loan as to which there has been a reduction in the amount of interest collectible thereon for the most recently ended calendar month as a result of the application of the Relief Act or similar state laws, the amount, if any, by which (i) interest collectible on such Mortgage Loan for the most recently ended calendar month is less than (ii) interest accrued thereon for such month pursuant to the Mortgage Note.

REMIC: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

REMIC I: The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, with respect to which a REMIC election is to be made, consisting of: (i) such Mortgage Loans and Prepayment Charges as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof; (ii) any REO Property, together with all collections thereon and proceeds thereof; (iii) the Trustee’s rights with respect to the Mortgage Loans under all insurance policies, required to be maintained pursuant to this Agreement and any proceeds thereof; (iv) the Depositor’s rights under this Agreement (including any security interest created thereby) to the extent conveyed pursuant to Section 2.01; and (v) the Collection Account, the Distribution Account and such assets that are deposited therein from time to time and any investments thereof, together with any and all income, proceeds and payments with respect thereto. Notwithstanding the foregoing, however, REMIC I specifically excludes the Excess Reserve Fund Account, the Supplemental Interest Trust, the Swap Agreement, all payments and other collections of principal and interest due on the Mortgage Loans on or before

 

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the Cut-off Date and all Prepayment Charges payable in connection with Principal Prepayments made before the Cut-off Date.

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 REMIC I Remittance 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 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 Remittance Rate: With respect to REMIC I Regular Interest I, a per annum rate equal to the weighted average of the Expense Adjusted Net Mortgage Rates of the Mortgage Loans. With respect to each REMIC I Regular Interest ending with the designation “A”, a per annum rate equal to the weighted average of the Expense Adjusted Net Mortgage rates of the Mortgage Loans multiplied by 2, subject to a maximum rate of 9.5060%. 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 of the Expense Adjusted Net Mortgage Rates of the Mortgage Loans over (ii) 9.5060% and (y) 0.00%.

REMIC II Interest Loss Allocation Amount: With respect to any Distribution Date, an amount (subject to adjustment based on the actual number of days elapsed in the respective Interest Accrual Periods for the indicated Regular Interests for such Distribution Date) equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) the REMIC II Remittance Rate for REMIC II Regular Interest LTAA minus the Marker Rate, divided by (b) 12.

REMIC II Overcollateralization Target Amount: 1.00% of the Overcollateralization Target Amount.

REMIC II Overcollateralized Amount: With respect to any date of determination, (i) 1.00% of the aggregate Uncertificated Balance of the REMIC II Regular Interests (other than REMIC II Regular Interest LTP) minus (ii) the aggregate Uncertificated Balance of REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular Interest LTA4, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9 and REMIC II Regular Interest LTM10, in each case as of such date of determination.

REMIC II Principal Loss Allocation Amount: With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) one (1) minus a fraction, the numerator of which is two (2) times the aggregate Uncertificated Balance of REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular Interest LTA4, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9 and REMIC II Regular Interest LTM10 and the denominator of which is the aggregate Uncertificated Balance of REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular

 

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Interest LTA4, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular Interest LTM10 and REMIC II Regular Interest LTZZ.

REMIC II Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a regular interest in REMIC II. Each REMIC II Regular Interest shall accrue interest at the related REMIC II Remittance Rate in effect from time to time, and shall be entitled to distributions of principal (other than the REMIC II Regular Interest LTIO), subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTAA: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest LTAA shall accrue interest at the related REMIC II Remittance 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTA1: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest LTA1 shall accrue interest at the related REMIC II Remittance 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTA2: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest LTA2 shall accrue interest at the related REMIC II Remittance 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTA3: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest LTA3 shall accrue interest at the related REMIC II Remittance 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTA4: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest LTA4 shall accrue interest at the related REMIC II Remittance 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTIO: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in

 

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REMIC II. REMIC II Regular Interest LTIO shall accrue interest at the related REMIC II Remittance Rate in effect from time to time on its Uncertificated Notional Amount as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM1: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest LTM1 shall accrue interest at the related REMIC II Remittance 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM2: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest LTM2 shall accrue interest at the related REMIC II Remittance 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM3: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest LTM3 shall accrue interest at the related REMIC II Remittance 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM4: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest LTM4 shall accrue interest at the related REMIC II Remittance 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM5: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest LTM5 shall accrue interest at the related REMIC II Remittance 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM6: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest LTM6 shall accrue interest at the related REMIC II Remittance 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM7: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest LTM7 shall accrue interest at the related REMIC II Remittance Rate in effect from time to time, and shall be entitled to distributions of principal,

 

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subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM8: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest LTM8 shall accrue interest at the related REMIC II Remittance 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM9: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest LTM9 shall accrue interest at the related REMIC II Remittance 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTM10: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest LTM10 shall accrue interest at the related REMIC II Remittance 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTP: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest LTP shall accrue interest at the related REMIC II Remittance Rate in effect from time to time, and shall be entitled to any Prepayment Charges collected by the Servicer and to a distribution of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC II Regular Interest LTZZ: One of the separate non-certificated beneficial ownership interests in REMIC II issued hereunder and designated as a Regular Interest in REMIC II. REMIC II Regular Interest LTZZ shall accrue interest at the related REMIC II Remittance 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 Balance as set forth in the Preliminary Statement hereto.

REMIC II Remittance Rate: With respect to REMIC II Regular Interest LTAA, REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular Interest LTA4, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular Interest LTM10, REMIC II Regular Interest LTZZ and REMIC II Regular Interest LTP, a per annum rate (but not less than zero) equal to the weighted average of (w) with respect to REMIC I Regular Interest I, the REMIC I Remittance Rate for such REMIC I Regular Interest for each such Distribution Date, (x) with respect to REMIC I Regular Interests ending with the designation “B”, the weighted average of the REMIC I Remittance Rates for such REMIC I Regular Interests, weighted on the basis of the Uncertificated Balance of such REMIC

 

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I Regular Interests for each such Distribution Date and (y) 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 Balance of each such REMIC I Regular Interest for each such Distribution Date:

 

Distribution Date	REMIC 1 Regular Interest	Rate
1	I-1-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
2	I-2-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A	REMIC I Remittance Rate
3	I-3-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A and I-2-A	REMIC I Remittance Rate
4	I-4-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-3-A	REMIC I Remittance Rate
5	I-5-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-4-A	REMIC I Remittance Rate
6	I-6-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-5-A	REMIC I Remittance Rate
7	I-7-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-6-A	REMIC I Remittance Rate
8	I-8-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-7-A	REMIC I Remittance Rate
9	I-9-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-8-A	REMIC I Remittance Rate
10	I-10-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-9-A	REMIC I Remittance Rate
11	I-11-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-10-A	REMIC I Remittance Rate
12	I-12-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-11-A	REMIC I Remittance Rate
13	I-13-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-12-A	REMIC I Remittance Rate
14	I-14-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-13-A	REMIC I Remittance Rate
15	I-15-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-14-A	REMIC I Remittance Rate
16	I-16-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-15-A	REMIC I Remittance Rate
17	I-17-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-16-A	REMIC I Remittance Rate
18	I-18-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-17-A	REMIC I Remittance Rate
19	I-19-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-18-A	REMIC I Remittance Rate
20	I-20-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-19-A	REMIC I Remittance Rate
21	I-21-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-20-A	REMIC I Remittance Rate
22	I-22-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-21-A	REMIC I Remittance Rate
23	I-23-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-22-A	REMIC I Remittance Rate
24	I-24-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-23-A	REMIC I Remittance Rate
25	I-25-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-24-A	REMIC I Remittance Rate
26	I-26-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-25-A	REMIC I Remittance Rate
27	I-27-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-26-A	REMIC I Remittance Rate
28	I-28-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-27-A	REMIC I Remittance Rate
29	I-29-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-28-A	REMIC I Remittance Rate
30	I-30-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate

 

 

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	I-1-A through I-29-A	REMIC I Remittance Rate
31	I-31-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-30-A	REMIC I Remittance Rate
32	I-32-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-31-A	REMIC I Remittance Rate
33	I-33-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-32-A	REMIC I Remittance Rate
34	I-34-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-33-A	REMIC I Remittance Rate
35	I-35-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-34-A	REMIC I Remittance Rate
36	I-36-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-35-A	REMIC I Remittance Rate
37	I-37-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-36-A	REMIC I Remittance Rate
38	I-38-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-37-A	REMIC I Remittance Rate
39	I-39-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-38-A	REMIC I Remittance Rate
40	I-40-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-39-A	REMIC I Remittance Rate
41	I-41-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-40-A	REMIC I Remittance Rate
42	I-42-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-41-A	REMIC I Remittance Rate
43	I-43-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-42-A	REMIC I Remittance Rate
44	I-44-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-43-A	REMIC I Remittance Rate
45	I-45-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-44-A	REMIC I Remittance Rate
46	I-46-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-45-A	REMIC I Remittance Rate
47	I-47-A through I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-46-A	REMIC I Remittance Rate
48	I-48-A	2 multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance Rate
	I-1-A through I-47-A	REMIC I Remittance Rate
thereafter	I-1-A through I-48-A	REMIC I Remittance Rate

 

With respect to REMIC II Regular Interest LTIO and (a) the first Distribution Date through the 48^th Distribution Date, the excess of (i) the weighted average of the REMIC I Remittance Rates for REMIC I Regular Interests ending with the designation “A”, over (ii) 2 multiplied by Swap LIBOR and (b) thereafter, 0.00%.

REMIC III Regular Interest: Any of the Class C Interest, Class P Interest, Class IO Interest, and any “regular interest” in REMIC III the ownership of which is represented by a Class A Certificate or Subordinate Certificate.

REMIC IV Regular Interest: Any “regular interest” in REMIC IV the ownership of which is represented by a Class C Certificate.

REMIC V Regular Interest: Any “regular interest” in REMIC V the ownership of which is represented by a Class P Certificate.

REMIC Provisions: Provisions of the federal income tax law relating to REMICs, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations promulgated thereunder, as the foregoing may be in effect from time to time as well as provisions of applicable state laws.

 

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REMIC Regular Interest: A REMIC I Regular Interest, REMIC II Regular Interest, REMIC III Regular Interest, REMIC IV Regular Interest, REMIC V Regular Interest or REMIC VI Regular Interest.

REMIC Remittance Rate: The REMIC I Remittance Rate or the REMIC II Remittance Rate, as applicable.

Remittance Period: For any Distribution Date, the period commencing on the second day of the month preceding the month in which the Distribution Date occurs and ending on the first day of the month in which the Distribution Date occurs.

REO Property: A Mortgaged Property acquired by the Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

Request for Release: The Request for Release submitted by the Servicer to the Trustee, substantially in the form of Exhibits M and N, as appropriate.

Required Insurance Policy: For any Mortgage Loan, any insurance policy that is required to be maintained from time to time under this Agreement.

Residual Certificates: As specified in the Preliminary Statement.

Responsible Officer: When used with respect to the Trustee or the Supplemental Interest Trust Administrator, any Vice President (however denominated), any Assistant Vice President, any Assistant Secretary, any Assistant Treasurer, any Trust Officer or any other officer of the Trustee or the Supplemental Interest Trust Administrator, as applicable, customarily performing functions similar to those performed by any of the above designated officers who at such time shall be officers to whom, with respect to a particular matter, the matter is referred because of the officer’s knowledge of and familiarity with the particular subject and who has direct responsibility for the administration of this Agreement.

S&P: Standard & Poor’s Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. If S&P is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to S&P shall be Standard & Poor’s Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Mortgage Surveillance Monitoring, or any other address that S&P furnishes to the Depositor and the Servicer.

Scheduled Payment: The scheduled monthly payment on a Mortgage Loan allocable to principal and/or interest on the Mortgage Loan that, unless otherwise specified herein, shall give effect to any related Debt Service Reduction and any Deficient Valuation that affects the amount of the monthly payment due on the Mortgage Loan.

Securities Act: The Securities Act of 1933, as amended.

Seller: IndyMac Bank, F.S.B., a federal savings bank, and its successors and assigns, in its capacity as seller of the Mortgage Loans to the Depositor.

Senior Enhancement Percentage: For any Distribution Date, the Credit Enhancement Percentage for the Class A Certificates.

 

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Servicer: IndyMac Bank, F.S.B., a federal savings bank, and its successors and assigns, in its capacity as servicer under this Agreement.

Servicer Advance Date: As to any Distribution Date, 12:30 p.m. (Pacific time) on the Business Day preceding the Distribution Date.

Servicer Remittance Amount: For any Distribution Date, is the sum of:

(i)              all scheduled installments of interest (net of the related Expense Fees) and principal due on the Due Date on the Mortgage Loans in the related Remittance Period and received by the related Determination Date, together with any related Advances;

(ii)             all Insurance Proceeds (other than Insurance Proceeds included in Liquidation Proceeds), Liquidation Proceeds and Subsequent Recoveries received during the preceding calendar month (in each case, net of unreimbursed expenses incurred in connection with a liquidation or foreclosure and net of the related Excess Proceeds); and

(iii)            all partial or full Principal Prepayments on the Mortgage Loans received during the related Prepayment Period together with all Compensating Interest on those Mortgage Loans and interest paid by the Mortgagors (other than Prepayment Interest Excess); and

minus     amounts in reimbursement for Advances previously made with respect to the Mortgage Loans, and other expenses reimbursable to the Servicer with respect to the Mortgage Loans pursuant to this Agreement.

Servicing Account: The separate Eligible Account or Accounts created and maintained pursuant to Section 3.06(b).

Servicing Advances: All customary, reasonable, and necessary “out of pocket” costs and expenses incurred in the performance by the Servicer of its servicing obligations, including the cost of:

(i)

(a)

the preservation, restoration, and protection of a Mortgaged Property,

(b)           expenses reimbursable to the Servicer pursuant to Section 3.12 and any enforcement or judicial proceedings, including foreclosures,

	(c)	the maintenance and liquidation of any REO Property, and
	(d)	compliance with the obligations under Section 3.10; and

(ii)          reasonable compensation to the Servicer or its affiliates for acting as broker in connection with the sale of foreclosed Mortgaged Properties and for performing certain default management and other similar services (including appraisal services) in connection with the servicing of defaulted Mortgage Loans. For purposes of clause (ii), only costs and expenses incurred in connection with the performance of activities generally considered to be outside the scope of customary servicing or servicing duties shall be treated as Servicing Advances.

 

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Servicing Criteria: The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time, or those Servicing Criteria otherwise mutually agreed to by IndyMac and the applicable Servicer in response to evolving interpretations of Regulation AB and incorporated into a revised Exhibit R.

Servicing Fee: As to each Mortgage Loan and any Distribution Date, one month’s interest at the related Servicing Fee Rate on the Stated Principal Balance of the Mortgage Loan as of the Due Date in the prior calendar month 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 the Mortgage Loan for the period covered by the payment of interest, subject to reduction as provided in Section 3.15.

Servicing Fee Rate: For each Mortgage Loan, 0.5000% per annum.

Servicing Officer: Any officer of the 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 Servicer on the Closing Date pursuant to this Agreement, as the list may from time to time be amended.

Servicing Standard: That degree of skill and care exercised by the Servicer with respect to mortgage loans comparable to the Mortgage Loans serviced by the Servicer for itself or others.

Startup Day: The Closing Date.

Stated Principal Balance: As to any Mortgage Loan and Due Date, the unpaid principal balance of such Mortgage Loan as of such Due Date, as specified in the amortization schedule for such Due Date (before any adjustment to such amortization schedule by reason of any moratorium or similar waiver or grace period) after giving effect to the sum of: (i) the payment of principal due on such Due Date and irrespective of any delinquency in payment by the related Mortgagor and (ii) any Liquidation Proceeds allocable to principal received in the prior calendar month and any Principal Prepayments received through the last day of the related Prepayment Period, in each case, with respect to such Mortgage Loan.

Stepdown Date: The earlier to occur of (a) the first Distribution Date on which the aggregate Class Certificate Balance of the Class A Certificates is reduced to zero, and (b) the later to occur of (i) the Distribution Date in February 2009 and (ii) the first Distribution Date on which the Senior Enhancement Percentage (calculated for this purpose only after taking into account distributions of principal on the Mortgage Loans on the last day of the related Remittance Period but before any application of Principal Distribution Amount to the Certificates) is greater than or equal to 43.90%.

Subordinated Certificates: As specified in the Preliminary Statement.

Subordination Reduction Amount: For any Distribution Date, the lesser of (a) the Excess Overcollateralization Amount and (b) the Total Monthly Excess Spread.

Subsequent Recoveries: As to any Distribution Date, with respect to a Liquidated Mortgage Loan that resulted in a Realized Loss in a prior calendar month, unexpected amounts received by the Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 3.09) specifically related to such Liquidated Mortgage Loan.

 

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Substitute Mortgage Loan: A Mortgage Loan substituted by the Seller for a Deleted Mortgage Loan that must, on the date of substitution, as confirmed in a Request for Release, substantially in the form of Exhibit M:

(i)           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 more than 10% less than, the Stated Principal Balance of the Deleted Mortgage Loan;

(ii)          be accruing interest at a rate no lower than and not more than 1% per annum higher than, that of the Deleted Mortgage Loan;

(iii)

have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan;

(iv)         have a Maximum Mortgage Rate not more than 1% per annum higher than and not lower than the Maximum Mortgage Rate of the Deleted Mortgage Loan;

(v)             have a Margin not more than 1% per annum higher than, and not lower than that of the Deleted Mortgage Loan;

(vi)            have the same Index and same time period between reset periods as that of the Deleted Mortgage Loan;

(vii)          have a remaining term to maturity no greater than (and not more than one year less than that of) the Deleted Mortgage Loan;

	(viii)	not be a cooperative loan; and
	(ix)	comply with each representation and warranty in Section 2.03.

Substitution Adjustment Amount: As defined in Section 2.03.

Supplemental Interest Trust: The corpus of a trust created pursuant to Section 4.05 of this Agreement and designated as the “Supplemental Interest Trust,” consisting of the Swap Agreement, the Class IO Interest and the right to receive payments in respect of the Class IO Distribution Amount. For the avoidance of doubt, the Supplemental Interest Trust does not constitute a part of the Trust Fund.

Supplemental Interest Trust Administrator: Deutsche Bank National Trust Company and its successor and, if a successor is appointed under this Agreement, such successor.

Swap Agreement: The interest rate swap agreement, dated February 9, 2006, between the Supplemental Interest Trust Administrator, as trustee on behalf of the Supplemental Interest Trust, and the Swap Provider, which agreement provides for Net Swap Payments and Swap Termination Payments to be paid, as provided therein, together with any schedules, confirmations or other agreements relating thereto, attached hereto as Exhibit K.

Swap LIBOR: LIBOR as determined pursuant to the Swap Agreement.

Swap Provider: The party to the Swap Agreement either (a) entitled to receive payments from the Supplemental Interest Trust or (b) required to make payments to the Supplemental Interest Trust, in either case pursuant to the terms of the Swap Agreement, and

 

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any successor in interest or assign. Initially, the Swap Provider shall be Bear ▇▇▇▇▇▇▇ Financial Products Inc.

Swap Provider Trigger Event: A Swap Provider Trigger Event shall have occurred if any of an Event of Default (under the Swap Agreement) with respect to which the Swap Provider is a Defaulting Party, a Termination Event (under the Swap Agreement) with respect to which the Swap Provider is the sole Affected Party or an Additional Termination Event (under the Swap Agreement) with respect to which the Swap Provider is the sole Affected Party has occurred.

Swap Termination Payment: Upon the designation of an “Early Termination Date” as defined in the Swap Agreement, the payment to be made by the Supplemental Interest Trust to the Swap Provider, or by the Swap Provider to the Supplemental Interest Trust, as applicable, pursuant to the terms of the Swap Agreement.

Telerate Page 3750: The display page currently so designated by Moneyline Telerate Information Services, Inc. (or on any page replacing that page on that service for the purpose of displaying London inter-bank offered rates of major banks).

Total Monthly Excess Spread: For any Distribution Date, the excess of (i) Available Funds during the related Remittance Period over (ii) the sum of the amounts paid to the Certificates on the Distribution Date pursuant to Sections 4.02(I)(a) and (b), assuming for purposes of this calculation that the Extra Principal Distribution Amount included in such distributions is equal to zero.

Transfer: Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.

Trigger Event: A Trigger Event exists if with respect to any Distribution Date on or after the Stepdown Date, (A) the quotient of (x) the three month rolling average of the Stated Principal Balance of 60+ Day Delinquent Loans as of the preceding calendar month over (y) the aggregate Stated Principal Balance of the Mortgage Loans, as of the last day of the preceding calendar month, equals or exceeds 36.40% of the Senior Enhancement Percentage, or (B) a Cumulative Net Loss Trigger Event is in effect.

Trust: The trust created under this Agreement.

Trust Fund: The corpus of the Trust consisting of:

	(i)	REMIC I;
	(ii)	REMIC II;
	(iii)	REMIC III;
	(iv)	REMIC IV;
	(v)	REMIC V;
	(vi)	REMIC VI; and

 

 

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(vii)

the Excess Reserve Fund Account.

Trust REMIC: Any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V or REMIC VI.

Trustee: Deutsche Bank National Trust Company and its successors and, if a successor trustee is appointed under this Agreement, such successor.

Trustee Fee: As to each Mortgage Loan and any Distribution Date, one month’s interest at the Trustee Fee Rate on the Stated Principal Balance of the Mortgage Loan as of the Due Date occurring in the preceding calendar month (or, whenever a payment of interest accompanies a Principal Prepayment in Full made by the Mortgagor during the preceding calendar month, interest at the Trustee Fee Rate on the Stated Principal Balance of the Mortgage Loan for the period covered by the payment of interest).

Trustee Fee Rate: 0.0075% per annum.

Uncertificated Balance: The amount of any REMIC Regular Interest (other than the REMIC II Regular Interest LTIO) outstanding as of any date of determination. As of the Closing Date, the Uncertificated Balance of each REMIC Regular Interest (other than the REMIC II Regular Interest LTIO) shall equal the amount set forth in the Preliminary Statement hereto as its initial uncertificated balance. On each Distribution Date, the Uncertificated Balance of each REMIC Regular Interest (other than the REMIC II Regular Interest LTIO) shall be reduced by all distributions of principal made on such REMIC Regular Interest on such Distribution Date pursuant to Section 4.08 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.08. The Uncertificated Balance of REMIC II Regular Interest LTZZ shall be increased by interest deferrals as provided in Section 4.08(I)(1). The Uncertificated Balance of each REMIC Regular Interest (other than the REMIC III Regular Interest LTIO) shall never be less than zero. With respect to the Class C Interest as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC II Regular Interests over (B) the then aggregate Certificate Balance of the Class A Certificates, Subordinated Certificates and Class P Certificates then outstanding.

Uncertificated Interest: With respect to any REMIC Regular Interest for any Distribution Date, one month’s interest at the REMIC Remittance Rate applicable to such REMIC Regular Interest for such Distribution Date, accrued on the Uncertificated Balance or Uncertificated Notional Amount thereof immediately prior to such Distribution Date. Uncertificated Interest in respect of any REMIC Regular Interest shall accrue on the basis of a 360-day year consisting of twelve 30-day months. Uncertificated Interest with respect to each Distribution Date, as to any REMIC Regular Interest, shall be reduced by an amount equal to the sum of the Net Prepayment Interest Shortfalls, if any, and the aggregate amount of any Relief Act Interest Shortfalls, if any, in each case in the manner and priority described below.

For purposes of calculating the amount of Uncertificated Interest for the REMIC I Regular Interests for any Distribution Date the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans shall be allocated first, to REMIC I Regular Interest I and to the REMIC I Regular Interests ending with the designation “B”, pro rata based on, and to the extent of, one month’s interest at the then applicable respective REMIC I Remittance Rates on the respective Uncertificated Balances of each such REMIC I Regular Interest, and then, to REMIC I Regular

 

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Interests ending with the designation “A”, pro rata based on, and to the extent of, one month’s interest at the then applicable respective REMIC I Remittance Rates on the respective Uncertificated Balances of each such REMIC I Regular Interest.

For purposes of calculating the amount of Uncertificated Interest for the REMIC II Regular Interests for any Distribution Date, the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated among REMIC II Regular Interest LTAA, REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular Interest LTA3, REMIC II Regular Interest LTA4, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular Interest LTM10 and REMIC II Regular Interest LTZZ, pro rata, based on, and to the extent of, one month’s interest at the then applicable respective REMIC II Remittance Rate on the respective Uncertificated Balance of each such REMIC II Regular Interest.

In addition, Uncertificated Interest with respect to each Distribution Date, as to any REMIC Regular Interest, shall be reduced by Realized Losses, if any, allocated to such REMIC Regular Interest as described above and pursuant to Section 4.02.

Uncertificated Notional Amount: With respect to REMIC II Regular Interest LTIO and each Distribution Date listed below, the aggregate Uncertificated 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 ▇-▇▇-▇
▇	▇-▇-▇ ▇▇▇▇▇▇▇ ▇-▇▇-▇
▇	▇-▇-▇ through ▇-▇▇-▇
▇	▇-▇-▇ ▇▇▇▇▇▇▇ ▇-▇▇-▇
▇	▇-▇-▇ through ▇-▇▇-▇
▇	▇-▇-▇ ▇▇▇▇▇▇▇ ▇-▇▇-▇
▇	▇-▇-▇ through ▇-▇▇-▇
▇	▇-▇-▇ ▇▇▇▇▇▇▇ ▇-▇▇-▇
▇	▇-▇-▇ through I-48-A
10	I-10-A through I-48-A
11	I-11-A through I-48-A
12	I-12-A through I-48-A
13	I-13-A through I-48-A
14	I-14-A through I-48-A
15	I-15-A through I-48-A
16	I-16-A through I-48-A
17	I-17-A through I-48-A
18	I-18-A through I-48-A
19	I-19-A through I-48-A
20	I-20-A through I-48-A
21	I-21-A through I-48-A
22	I-22-A through I-48-A
23	I-23-A through I-48-A
24	I-24-A through I-48-A

 

 

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25	I-25-A through I-48-A
26	I-26-A through I-48-A
27	I-27-A through I-48-A
28	I-28-A through I-48-A
29	I-29-A through I-48-A
30	I-30-A through I-48-A
31	I-31-A through I-48-A
32	I-32-A through I-48-A
33	I-33-A through I-48-A
34	I-34-A through I-48-A
35	I-35-A through I-48-A
36	I-36-A through I-48-A
37	I-37-A through I-48-A
38	I-38-A through I-48-A
39	I-39-A through I-48-A
40	I-40-A through I-48-A
41	I-41-A through I-48-A
42	I-42-A through I-48-A
43	I-43-A through I-48-A
44	I-44-A through II-48-A
45	I-45-A through I-48-A
46	I-46-A through I-48-A
47	I-47-A and I-48-A
48	I-48-A
thereafter	$0.00

 

With respect to the Class IO Interest and any Distribution Date, an amount equal to the Uncertificated Notional Amount of the REMIC II Regular Interest LTIO.

Underwriter’s Exemption: Prohibited Transaction Exemption 2002-41, 67 Fed.Reg. 54487 (2002) (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

United States Person or U.S. Person:

(i)

A citizen or resident of the United States;

(ii)          a corporation (or entity treated as a corporation for tax purposes) created or organized in the United States or under the laws of the United States or of any state thereof, including, for this purpose, the District of Columbia;

(iii)         a partnership (or entity treated as a partnership for tax purposes) organized in the United States or under the laws of the United States or of any state thereof, including, for this purpose, the District of Columbia (unless provided otherwise by future Treasury regulations);

(iv)         an estate whose income is includible in gross income for United States income tax purposes regardless of its source; or

 

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(v)           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 U.S. Persons have authority to control all substantial decisions of the trust. Notwithstanding the last clause of the preceding sentence, to the extent provided in Treasury regulations, certain trusts in existence on August 20, 1996, and treated as U.S. Persons before that date, may elect to continue to be U.S. Persons.

Unpaid Interest Amounts: As of any Distribution Date and any Class of Certificates, the sum of

(a)

the excess of

(i)            the sum of the Accrued Certificate Interest Distribution Amount for the Distribution Date and any portion of the Accrued Certificate Interest Distribution Amount from prior Distribution Dates remaining unpaid over

(ii)          the amount in respect of interest on the Class of Certificates actually distributed on such Distribution Date; and

(b)          interest on that excess for the related Interest Accrual Period at the applicable Pass-Through Rate (to the extent permitted by applicable law).

Unpaid Realized Loss Amount: For any Class of Subordinated Certificates and any Distribution Date, is the excess of (i) Applied Realized Loss Amounts for the Class over (ii) the sum of all distributions in reduction of Applied Realized Loss Amounts for the Class on all previous Distribution Dates and any reductions applied thereto due to the receipt of Subsequent Recoveries. Any amounts distributed to a Class of Subordinated Certificates with respect to any Unpaid Realized Loss Amount will not be applied to reduce the Class Certificate Balance of the Class.

Value: With respect to any Mortgaged Property, the value thereof as determined by an independent appraisal made at the time of the origination of the related Mortgage Loan or the sale price, if the appraisal is not available; except that, with respect to any Mortgage Loan that is a purchase money mortgage loan, the lesser of (i) the value thereof as determined by an independent appraisal made at the time of the origination of such Mortgage Loan, if any, and (ii) the sales price of the related Mortgaged Property.

Voting Rights: The portion of the voting rights of all of the Certificates that is allocated to any Certificate. As of any date of determination, (a) 1% of all Voting Rights shall be allocated to any Class C Certificates and (b) the remaining Voting Rights shall be allocated among Holders of the remaining Classes of Certificates in proportion to the Certificate Balances of their respective Certificates on the date (the Voting Rights to be allocated among the holders of Certificates of each Class in accordance with their respective Percentage Interests).

Section 1.02

Rules of Construction.

Except as otherwise expressly provided in this Agreement or unless the context clearly requires otherwise:

(a) References to designated articles, sections, subsections, exhibits, and other subdivisions of this Agreement, such as “Section 6.12 (a),” refer to the designated article, section, subsection, exhibit, or other subdivision of this Agreement as a whole

 

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and to all subdivisions of the designated article, section, subsection, exhibit, or other subdivision. The words “herein,” “hereof,” “hereto,” “hereunder,” and other words of similar import refer to this Agreement as a whole and not to any particular article, section, exhibit, or other subdivision of this Agreement.

(b) Any term that relates to a document or a statute, rule, or regulation includes any amendments, modifications, supplements, or any other changes that may have occurred since the document, statute, rule, or regulation came into being, including changes that occur after the date of this Agreement.

(c) Any party may execute any of the requirements under this Agreement either directly or through others, and the right to cause something to be done rather than doing it directly shall be implicit in every requirement under this Agreement. Unless a provision is restricted as to time or limited as to frequency, all provisions under this Agreement are implicitly available and things may happen from time to time.

(d) The term “including” and all its variations mean “including but not limited to.” Except when used in conjunction with the word “either,” the word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”).

(e) A reference to “a [thing]” or “any [of a thing]” does not imply the existence or occurrence of the thing referred to even though not followed by “if any,” and “any [of a thing]” is any of it. A reference to the plural of anything as to which there could be either one or more than one does not imply the existence of more than one (for instance, the phrase “the obligors on a note” means “the obligor or obligors on a note”). “Until [something occurs]” does not imply that it must occur, and will not be modified by the word “unless.” The word “due” and the word “payable” are each used in the sense that the stated time for payment has passed. The word “accrued” is used in its accounting sense, i.e., an amount paid is no longer accrued. In the calculation of amounts of things, differences and sums may generally result in negative numbers, but when the calculation of the excess of one thing over another results in zero or a negative number, the calculation is disregarded and an “excess” does not exist. Portions of things may be expressed as fractions or percentages interchangeably.

(f) All accounting terms used in an accounting context and not otherwise defined, and accounting terms partly defined in this Agreement, to the extent not completely defined, shall be construed in accordance with generally accepted accounting principles. To the extent that the definitions of accounting terms in this Agreement are inconsistent with their meanings under generally accepted accounting principles, the definitions contained in this Agreement shall control. Capitalized terms used in this Agreement without definition that are defined in the Uniform Commercial Code are used in this Agreement as defined in the Uniform Commercial Code.

(g) In the computation of a period of time from a specified date to a later specified date or an open-ended period, the words “from” and “beginning” mean “from and including,” the word “after” means “from but excluding,” the words “to” and “until” mean “to but excluding,” and the word “through” means “to and including.” Likewise, in setting deadlines or other periods, “by” means “on or before.”

 

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The words “preceding,” “following,” and words of similar import, mean immediately preceding or following. References to a month or a year refer to calendar months and calendar years.

(h) Any reference to the enforceability of any agreement against a party means that it is enforceable, subject as to enforcement against the party, to applicable bankruptcy, insolvency, reorganization, and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.