Common use of Authority and Duties of the Owner Trustee Clause in Contracts

Authority and Duties of the Owner Trustee. ACTION BY CERTIFICATEHOLDER 18 SECTION 5.1 GENERAL AUTHORITY. 18 SECTION 5.2 GENERAL DUTIES. 18 SECTION 5.3 ACTION UPON INSTRUCTION. 18 SECTION 5.4 NO DUTIES EXCEPT AS SPECIFIED UNDER SPECIFIED DOCUMENTS OR IN INSTRUCTIONS. 19 SECTION 5.5 RESTRICTIONS. 20 SECTION 5.6 NEGATIVE COVENANTS. 20 SECTION 5.7 ACTION BY THE CERTIFICATEHOLDER WITH RESPECT TO BANKRUPTCY. 22 SECTION 5.8 RESTRICTIONS ON THE OWNER CERTIFICATEHOLDER’S POWER. 22 ARTICLE VI CONCERNING THE OWNER TRUSTEE 22 SECTION 6.1 ACCEPTANCE OF TRUSTS AND DUTIES. 22 SECTION 6.2 FURNISHING OF DOCUMENTS. 23 SECTION 6.3 BOOKS AND RECORDS. 23 SECTION 6.4 REPRESENTATIONS AND WARRANTIES. 23 SECTION 6.5 RELIANCE; ADVICE OF COUNSEL. 25 TABLE OF CONTENTS PAGE SECTION 6.6 NOT ACTING IN INDIVIDUAL CAPACITY. 26 SECTION 6.7 OWNER TRUSTEE NOT LIABLE FOR CERTIFICATE OR TRUST FUND. 26 SECTION 6.8 OWNER TRUSTEE MAY OWN CERTIFICATES AND NOTES. 27 SECTION 6.9 LICENSES. 27 SECTION 6.10 DOING BUSINESS IN OTHER JURISDICTIONS. 27 SECTION 6.11 XXXXXXXX-XXXXX ACT CERTIFICATION. 28 ARTICLE VII INDEMNIFICATION AND COMPENSATION 28 SECTION 7.1 TRUST EXPENSES. 28 SECTION 7.2 INDEMNIFICATION. 28 SECTION 7.3 COMPENSATION. 28 ARTICLE VIII TERMINATION OF AGREEMENT 29 SECTION 8.1 TERMINATION OF AGREEMENT. 29 ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 30 SECTION 9.1 ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE. 30 SECTION 9.2 RESIGNATION OR REMOVAL OF OWNER TRUSTEE. 30 SECTION 9.3 SUCCESSOR OWNER TRUSTEE. 31 SECTION 9.4 MERGER OR CONSOLIDATION OF OWNER TRUSTEE. 31 SECTION 9.5 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE. 31 ARTICLE X MISCELLANEOUS 33 SECTION 10.1 SUPPLEMENTS AND AMENDMENTS. 33 SECTION 10.2 NO LEGAL TITLE TO TRUST FUND IN CERTIFICATEHOLDER. 34 SECTION 10.3 PLEDGE OF TRUST FUND BY OWNER TRUSTEE IS BINDING. 34 SECTION 10.4 LIMITATIONS ON RIGHTS OF OTHERS. 34 SECTION 10.5 NOTICES. 35 SECTION 10.6 SEVERABILITY. 35 SECTION 10.7 SEPARATE COUNTERPARTS. 35 SECTION 10.8 SUCCESSORS AND ASSIGNS. 35 SECTION 10.9 HEADINGS. 35 SECTION 10.10 GOVERNING LAW. 35 SECTION 10.11 NO PETITION. 36 SECTION 10.12 NO RECOURSE. 36 ARTICLE XI TRUST OFFICERS 36 SECTION 11.1 APPOINTMENT OF TRUST OFFICERS. 36 SECTION 11.2 TRUST OFFICERS TO PROVIDE INFORMATION TO THE OWNER TRUSTEE. 37 EXHIBITS Exhibit A Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C-1 Form of Rule 144A Investment Letter Exhibit C-2 Form of Non-Rule 144A Investment Letter Exhibit D Form of Representation and Warranty Regarding Transferee’s Status For Tax Matters Exhibit E Form of Tax Transfer Certificate for the Retained Notes THIS AMENDED AND RESTATED OWNER TRUST AGREEMENT, dated as of December 8, 2005, is entered into by and among FBR SECURITIZATION, INC., a Delaware corporation, as depositor (the “Depositor”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, as owner trustee (the “Owner Trustee”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as securities administrator (the “Securities Administrator”).

Authority and Duties of the Owner Trustee. ACTION BY CERTIFICATEHOLDER 18 CERTIFICATEHOLDERS 16 SECTION 5.1 GENERAL AUTHORITY. 18 16 SECTION 5.2 GENERAL DUTIES. 18 16 SECTION 5.3 ACTION UPON INSTRUCTION. 18 16 SECTION 5.4 NO DUTIES EXCEPT AS SPECIFIED UNDER SPECIFIED DOCUMENTS OR IN INSTRUCTIONS. 19 17 SECTION 5.5 RESTRICTIONS. 20 18 SECTION 5.6 NEGATIVE COVENANTSNegative Covenants. 20 18 SECTION 5.7 ACTION BY THE OWNERSHIP CERTIFICATEHOLDER WITH RESPECT TO BANKRUPTCY. 22 20 SECTION 5.8 RESTRICTIONS ON THE OWNER CERTIFICATEHOLDER’S POWER. 22 20 ARTICLE VI CONCERNING THE OWNER TRUSTEE 22 21 SECTION 6.1 ACCEPTANCE OF TRUSTS AND DUTIES. 22 21 SECTION 6.2 FURNISHING OF DOCUMENTS. 23 22 SECTION 6.3 BOOKS AND RECORDS. 23 22 SECTION 6.4 REPRESENTATIONS AND WARRANTIES. 23 22 SECTION 6.5 RELIANCE; ADVICE OF COUNSEL. 25 TABLE OF CONTENTS 24 PAGE SECTION 6.6 NOT ACTING IN INDIVIDUAL CAPACITY. 26 25 SECTION 6.7 OWNER TRUSTEE NOT LIABLE FOR OWNERSHIP CERTIFICATE OR TRUST FUND. 26 25 SECTION 6.8 OWNER TRUSTEE MAY OWN CERTIFICATES OWNERSHIP CERTIFICATE AND NOTES. 27 25 SECTION 6.9 LICENSES. 27 26 SECTION 6.10 DOING BUSINESS IN OTHER JURISDICTIONS. 27 26 SECTION 6.11 XXXXXXXX-XXXXX ACT CERTIFICATION. 28 26 ARTICLE VII INDEMNIFICATION AND COMPENSATION 28 26 SECTION 7.1 TRUST EXPENSES. 28 26 SECTION 7.2 INDEMNIFICATION. 28 27 SECTION 7.3 COMPENSATION. 28 27 ARTICLE VIII TERMINATION OF AGREEMENT 29 27 SECTION 8.1 TERMINATION OF AGREEMENT. 29 27 ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 30 28 SECTION 9.1 ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE. 30 28 SECTION 9.2 RESIGNATION OR REMOVAL OF OWNER TRUSTEE. 30 28 SECTION 9.3 SUCCESSOR OWNER TRUSTEE. 31 29 SECTION 9.4 MERGER OR CONSOLIDATION OF OWNER TRUSTEE. 31 30 SECTION 9.5 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE. 31 30 ARTICLE X MISCELLANEOUS 33 31 SECTION 10.1 SUPPLEMENTS AND AMENDMENTS. 33 31 SECTION 10.2 NO LEGAL TITLE TO TRUST FUND IN OWNERSHIP CERTIFICATEHOLDER. 34 33 SECTION 10.3 PLEDGE OF TRUST FUND BY OWNER TRUSTEE IS BINDING. 34 33 SECTION 10.4 LIMITATIONS ON RIGHTS OF OTHERS. 34 33 SECTION 10.5 NOTICES. 35 33 SECTION 10.6 SEVERABILITY. 35 34 SECTION 10.7 SEPARATE COUNTERPARTS. 35 34 SECTION 10.8 SUCCESSORS AND ASSIGNS. 35 34 SECTION 10.9 HEADINGS. 35 34 SECTION 10.10 GOVERNING LAW. 35 34 SECTION 10.11 NO PETITION. 36 34 SECTION 10.12 NO RECOURSE. 36 35 ARTICLE XI TRUST OFFICERS 36 SECTION 11.1 APPOINTMENT OF TRUST OFFICERS. 36 SECTION 11.2 TRUST OFFICERS TO PROVIDE INFORMATION TO THE OWNER TRUSTEE. 37 EXHIBITS Exhibit A Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C-1 Form of Rule 144A Investment Letter Exhibit C-2 Form of Non-Rule 144A Investment Letter Exhibit D Form of Representation and Warranty Regarding Transferee’s Status For Tax Matters Exhibit E Form of Tax Transfer Certificate for the Retained Notes THIS AMENDED AND RESTATED OWNER TRUST AGREEMENT, dated as of December 8, 2005, is entered into by and among FBR SECURITIZATION, INC., a Delaware corporation, as depositor (the “Depositor”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, as owner trustee (the “Owner Trustee”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as securities administrator (the “Securities Administrator”).35

Authority and Duties of the Owner Trustee. ACTION BY CERTIFICATEHOLDER 18 SECTION 5.1 GENERAL AUTHORITY. 18 SECTION 5.2 GENERAL DUTIES. 18 SECTION 5.3 ACTION UPON INSTRUCTION. 18 SECTION 5.4 NO DUTIES EXCEPT AS SPECIFIED UNDER SPECIFIED DOCUMENTS OR IN INSTRUCTIONS. 19 SECTION 5.5 RESTRICTIONS. 20 SECTION 5.6 NEGATIVE COVENANTS. 20 SECTION 5.7 ACTION BY THE CERTIFICATEHOLDER WITH RESPECT TO BANKRUPTCY. 22 SECTION 5.8 RESTRICTIONS ON THE OWNER CERTIFICATEHOLDER’S POWER. 22 ARTICLE VI CONCERNING THE OWNER TRUSTEE 22 SECTION 6.1 ACCEPTANCE OF TRUSTS AND DUTIES. 22 SECTION 6.2 FURNISHING OF DOCUMENTS. 23 SECTION 6.3 BOOKS AND RECORDS. 23 SECTION 6.4 REPRESENTATIONS AND WARRANTIES. 23 24 SECTION 6.5 RELIANCE; ADVICE OF COUNSEL. 25 TABLE OF CONTENTS PAGE SECTION 6.6 NOT ACTING IN INDIVIDUAL CAPACITY. 26 SECTION 6.7 OWNER TRUSTEE NOT LIABLE FOR CERTIFICATE OR TRUST FUND. 26 SECTION 6.8 OWNER TRUSTEE MAY OWN CERTIFICATES AND NOTES. 27 SECTION 6.9 LICENSES. 27 SECTION 6.10 DOING BUSINESS IN OTHER JURISDICTIONS. 27 SECTION 6.11 XXXXXXXX-XXXXX ACT CERTIFICATION. 28 ARTICLE VII INDEMNIFICATION AND COMPENSATION 28 SECTION 7.1 TRUST EXPENSES. 28 SECTION 7.2 INDEMNIFICATION. 28 SECTION 7.3 COMPENSATION. 28 ARTICLE VIII TERMINATION OF AGREEMENT 29 SECTION 8.1 TERMINATION OF AGREEMENT. 29 ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 30 SECTION 9.1 ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE. 30 SECTION 9.2 RESIGNATION OR REMOVAL OF OWNER TRUSTEE. 30 SECTION 9.3 SUCCESSOR OWNER TRUSTEE. 31 SECTION 9.4 MERGER OR CONSOLIDATION OF OWNER TRUSTEE. 31 SECTION 9.5 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE. 31 ARTICLE X MISCELLANEOUS 33 SECTION 10.1 SUPPLEMENTS AND AMENDMENTS. 33 SECTION 10.2 NO LEGAL TITLE TO TRUST FUND IN CERTIFICATEHOLDER. 34 SECTION 10.3 PLEDGE OF TRUST FUND BY OWNER TRUSTEE IS BINDING. 34 SECTION 10.4 LIMITATIONS ON RIGHTS OF OTHERS. 34 SECTION 10.5 NOTICES. 35 SECTION 10.6 SEVERABILITY. 35 SECTION 10.7 SEPARATE COUNTERPARTS. 35 SECTION 10.8 SUCCESSORS AND ASSIGNS. 35 SECTION 10.9 HEADINGS. 35 SECTION 10.10 GOVERNING LAW. 35 SECTION 10.11 NO PETITION. 36 SECTION 10.12 NO RECOURSE. 36 ARTICLE XI TRUST OFFICERS 36 SECTION 11.1 APPOINTMENT OF TRUST OFFICERS. 36 SECTION 11.2 TRUST OFFICERS TO PROVIDE INFORMATION TO THE OWNER TRUSTEE. 37 EXHIBITS Exhibit A Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C-1 Form of Rule 144A Investment Letter Exhibit C-2 Form of Non-Rule 144A Investment Letter Exhibit D Form of Representation and Warranty Regarding Transferee’s Status For Tax Matters Exhibit E Form of Tax Transfer Certificate for the Retained Notes THIS This AMENDED AND RESTATED OWNER TRUST AGREEMENT, dated as of December 815, 2005, is entered into by and among FBR SECURITIZATION, INC., a Delaware corporation, as depositor (the “Depositor”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, as owner trustee (the “Owner Trustee”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as securities administrator (the “Securities Administrator”).

Authority and Duties of the Owner Trustee. ACTION BY CERTIFICATEHOLDER CERTIFICATEHOLDERS Section 5.01. General Authority 16 Section 5.02. General Duties 16 Section 5.03. Action Upon Instruction 17 Section 5.04. No Duties Except as Specified under Specified Documents or in Instructions 17 Section 5.05. Restrictions 18 SECTION 5.1 GENERAL AUTHORITYSection 5.06. Prior Notice to the Holder with Respect to Certain Matters 18 SECTION 5.2 GENERAL DUTIESSection 5.07. 18 SECTION 5.3 ACTION UPON INSTRUCTIONAction by the Holder with Respect to Bankruptcy 20 Section 5.08. 18 SECTION 5.4 NO DUTIES EXCEPT AS SPECIFIED UNDER SPECIFIED DOCUMENTS OR IN INSTRUCTIONS. 19 SECTION 5.5 RESTRICTIONS. Restrictions on the Holder’s Power 20 SECTION 5.6 NEGATIVE COVENANTS. 20 SECTION 5.7 ACTION BY THE CERTIFICATEHOLDER WITH RESPECT TO BANKRUPTCY. 22 SECTION 5.8 RESTRICTIONS ON THE OWNER CERTIFICATEHOLDER’S POWER. 22 ARTICLE VI CONCERNING THE OWNER TRUSTEE Section 6.01. Acceptance of Trusts and Duties 20 Section 6.02. Furnishing of Documents 21 Section 6.03. Books and Records 21 Section 6.04. Representations and Warranties 22 SECTION 6.1 ACCEPTANCE OF TRUSTS AND DUTIESSection 6.05. 22 SECTION 6.2 FURNISHING OF DOCUMENTSReliance; Advice of Counsel 23 Section 6.06. 23 SECTION 6.3 BOOKS AND RECORDSNot Acting in Individual Capacity 24 Section 6.07. 23 SECTION 6.4 REPRESENTATIONS AND WARRANTIESOwner Trustee Not Liable for Ownership Certificate or Collateral 24 Section 6.08. 23 SECTION 6.5 RELIANCE; ADVICE OF COUNSELOwner Trustee May Own Ownership Certificate and Notes 24 Section 6.09. Licenses 25 TABLE OF CONTENTS PAGE SECTION 6.6 NOT ACTING IN INDIVIDUAL CAPACITYSection 6.10. 26 SECTION 6.7 OWNER TRUSTEE NOT LIABLE FOR CERTIFICATE OR TRUST FUND. 26 SECTION 6.8 OWNER TRUSTEE MAY OWN CERTIFICATES AND NOTES. 27 SECTION 6.9 LICENSES. 27 SECTION 6.10 DOING BUSINESS IN OTHER JURISDICTIONS. 27 SECTION 6.11 XXXXXXXX-XXXXX ACT CERTIFICATION. 28 Doing Business in Other Jurisdictions 25 ARTICLE VII INDEMNIFICATION AND COMPENSATION 28 SECTION 7.1 TRUST EXPENSESSection 7.01. 28 SECTION 7.2 INDEMNIFICATIONTrust Expenses 25 Section 7.02. 28 SECTION 7.3 COMPENSATIONIndemnification 25 Section 7.03. 28 Compensation 26 Section 7.04. Lien on Trust Estate 26 ARTICLE VIII TERMINATION OF AGREEMENT 29 SECTION 8.1 TERMINATION OF AGREEMENTSection 8.01. 29 Termination of Agreement. 27 ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 30 SECTION 9.1 ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEESection 9.01. 30 SECTION 9.2 RESIGNATION OR REMOVAL OF OWNER TRUSTEEEligibility Requirements for Owner Trustee 27 Section 9.02. 30 SECTION 9.3 SUCCESSOR OWNER TRUSTEEResignation or Removal of Owner Trustee 28 Section 9.03. 31 SECTION 9.4 MERGER OR CONSOLIDATION OF OWNER TRUSTEESuccessor Owner Trustee 28 Section 9.04. 31 SECTION 9.5 APPOINTMENT OF COMerger or Consolidation of Owner Trustee 29 Section 9.05. Appointment of Co-TRUSTEE OR SEPARATE TRUSTEE. 31 Trustee or Separate Trustee 29 ARTICLE X MISCELLANEOUS 33 SECTION 10.1 SUPPLEMENTS AND AMENDMENTS. 33 SECTION 10.2 NO LEGAL TITLE TO TRUST FUND IN CERTIFICATEHOLDER. 34 SECTION 10.3 PLEDGE OF TRUST FUND BY OWNER TRUSTEE IS BINDING. 34 SECTION 10.4 LIMITATIONS ON RIGHTS OF OTHERS. 34 SECTION 10.5 NOTICES. 35 SECTION 10.6 SEVERABILITY. 35 SECTION 10.7 SEPARATE COUNTERPARTS. 35 SECTION 10.8 SUCCESSORS AND ASSIGNS. 35 SECTION 10.9 HEADINGS. 35 SECTION 10.10 GOVERNING LAW. 35 SECTION 10.11 NO PETITION. 36 SECTION 10.12 NO RECOURSE. 36 ARTICLE XI TRUST OFFICERS 36 SECTION 11.1 APPOINTMENT OF TRUST OFFICERS. 36 SECTION 11.2 TRUST OFFICERS TO PROVIDE INFORMATION TO THE OWNER TRUSTEE. 37 EXHIBITS Exhibit A Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C-1 Form of Rule 144A Investment Letter Exhibit C-2 Form of Non-Rule 144A Investment Letter Exhibit D Form of Representation and Warranty Regarding Transferee’s Status For Tax Matters Exhibit E Form of Tax Transfer Certificate for the Retained Notes THIS AMENDED AND RESTATED OWNER TRUST AGREEMENT, dated as of December 8, 2005, is entered into by and among FBR SECURITIZATION, INC., a Delaware corporation, as depositor (the “Depositor”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, as owner trustee (the “Owner Trustee”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as securities administrator (the “Securities Administrator”).X

Authority and Duties of the Owner Trustee. ACTION BY CERTIFICATEHOLDER CERTIFICATEHOLDERS Section 5.01. General Authority 16 Section 5.02. General Duties 16 Section 5.03. Action Upon Instruction 17 Section 5.04. No Duties Except as Specified under Specified Documents or in Instructions 17 Section 5.05. Restrictions 18 SECTION 5.1 GENERAL AUTHORITYSection 5.06. Prior Notice to the Holder with Respect to Certain Matters 18 SECTION 5.2 GENERAL DUTIESSection 5.07. 18 SECTION 5.3 ACTION UPON INSTRUCTIONAction by the Holder with Respect to Bankruptcy 20 Section 5.08. 18 SECTION 5.4 NO DUTIES EXCEPT AS SPECIFIED UNDER SPECIFIED DOCUMENTS OR IN INSTRUCTIONS. 19 SECTION 5.5 RESTRICTIONS. Restrictions on the Holder’s Power 20 SECTION 5.6 NEGATIVE COVENANTS. 20 SECTION 5.7 ACTION BY THE CERTIFICATEHOLDER WITH RESPECT TO BANKRUPTCY. 22 SECTION 5.8 RESTRICTIONS ON THE OWNER CERTIFICATEHOLDER’S POWER. 22 ARTICLE VI CONCERNING THE OWNER TRUSTEE Section 6.01. Acceptance of Trusts and Duties 20 Section 6.02. Furnishing of Documents 21 Section 6.03. Books and Records 21 Section 6.04. Representations and Warranties 22 SECTION 6.1 ACCEPTANCE OF TRUSTS AND DUTIESSection 6.05. 22 SECTION 6.2 FURNISHING OF DOCUMENTSReliance; Advice of Counsel 23 Section 6.06. 23 SECTION 6.3 BOOKS AND RECORDSNot Acting in Individual Capacity 24 Section 6.07. 23 SECTION 6.4 REPRESENTATIONS AND WARRANTIESOwner Trustee Not Liable for Ownership Certificate or Collateral 24 Section 6.08. 23 SECTION 6.5 RELIANCE; ADVICE OF COUNSELOwner Trustee May Own Ownership Certificate and Notes 24 Section 6.09. Licenses 25 TABLE OF CONTENTS PAGE SECTION 6.6 NOT ACTING IN INDIVIDUAL CAPACITYSection 6.10. 26 SECTION 6.7 OWNER TRUSTEE NOT LIABLE FOR CERTIFICATE OR TRUST FUND. 26 SECTION 6.8 OWNER TRUSTEE MAY OWN CERTIFICATES AND NOTES. 27 SECTION 6.9 LICENSES. 27 SECTION 6.10 DOING BUSINESS IN OTHER JURISDICTIONS. 27 SECTION 6.11 XXXXXXXX-XXXXX ACT CERTIFICATION. 28 Doing Business in Other Jurisdictions 25 ARTICLE VII INDEMNIFICATION AND COMPENSATION 28 SECTION 7.1 TRUST EXPENSESSection 7.01. 28 SECTION 7.2 INDEMNIFICATIONTrust Expenses 25 Section 7.02. 28 SECTION 7.3 COMPENSATIONIndemnification 25 Section 7.03. 28 Compensation. 26 Section 7.04. Lien on Trust Estate 26 ARTICLE VIII TERMINATION OF AGREEMENT 29 SECTION 8.1 TERMINATION OF AGREEMENTSection 8.01. 29 Termination of Agreement 27 ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES 30 SECTION 9.1 ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEESection 9.01. 30 SECTION 9.2 RESIGNATION OR REMOVAL OF OWNER TRUSTEEEligibility Requirements for Owner Trustee 27 Section 9.02. 30 SECTION 9.3 SUCCESSOR OWNER TRUSTEEResignation or Removal of Owner Trustee 28 Section 9.03. 31 SECTION 9.4 MERGER OR CONSOLIDATION OF OWNER TRUSTEESuccessor Owner Trustee 28 Section 9.04. 31 SECTION 9.5 APPOINTMENT OF COMerger or Consolidation of Owner Trustee 29 Section 9.05. Appointment of Co-TRUSTEE OR SEPARATE TRUSTEE. 31 Trustee or Separate Trustee 29 ARTICLE X MISCELLANEOUS Section 10.01. Supplements and Amendments 30 Section 10.02. No Legal Title to Trust Estate in Holder 32 Section 10.03. Pledge of Collateral by Owner Trustee is Binding 32 Section 10.04. Limitations on Rights of Others 32 Section 10.05. Notices 32 Section 10.06. Severability 32 Section 10.07. Separate Counterparts 33 SECTION 10.1 SUPPLEMENTS AND AMENDMENTSSection 10.08. Successors and Assigns 33 SECTION 10.2 NO LEGAL TITLE TO TRUST FUND IN CERTIFICATEHOLDERSection 10.09. 34 SECTION 10.3 PLEDGE OF TRUST FUND BY OWNER TRUSTEE IS BINDINGHeadings 33 Section 10.10. 34 SECTION 10.4 LIMITATIONS ON RIGHTS OF OTHERSGoverning Law 33 Section 10.11. 34 SECTION 10.5 NOTICESNo Petition 33 Section 10.12. 35 SECTION 10.6 SEVERABILITYNo Recourse 33 Section 10.13. 35 SECTION 10.7 SEPARATE COUNTERPARTS. 35 SECTION 10.8 SUCCESSORS AND ASSIGNS. 35 SECTION 10.9 HEADINGS. 35 SECTION 10.10 GOVERNING LAW. 35 SECTION 10.11 NO PETITION. 36 SECTION 10.12 NO RECOURSE. 36 Reporting Requirements of the Commission and Indemnification 33 ARTICLE XI TRUST OFFICERS 36 SECTION 11.1 APPOINTMENT OF TRUST OFFICERS. 36 SECTION 11.2 TRUST OFFICERS TO PROVIDE INFORMATION TO THE OWNER TRUSTEE. 37 EXHIBITS Exhibit A Form of Certificate Exhibit B Form of Certificate of Trust Exhibit C-1 Form of Rule 144A Investment Letter Exhibit C-2 Form of Non-Rule 144A Investment Letter Exhibit D Form of Representation and Warranty Regarding Transferee’s Status For Tax Matters Exhibit E Form of Tax Transfer Certificate for the Retained Notes THIS AMENDED AND RESTATED OWNER TRUST AGREEMENT, dated as of December 8, 2005, is entered into by and among FBR SECURITIZATION, INC., a Delaware corporation, as depositor (the “Depositor”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, as owner trustee (the “Owner Trustee”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as securities administrator (the “Securities Administrator”).