MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC.
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
Depositor
OCWEN
LOAN SERVICING, LLC
Servicer
XXXXX
FARGO BANK, N.A.
Master
Servicer and Trust Administrator
and
U.S.
BANK
NATIONAL ASSOCIATION
Trustee
Dated
as
of October 1, 2006
Mortgage
Pass-Through Certificates
Series
2006-AM3
TABLE
OF
CONTENTS
|
ARTICLE
I
DEFINITIONS
|
|
|
SECTION
1.01.
|
Defined
Terms.
|
|
SECTION
1.02.
|
Allocation
of Certain Interest Shortfalls.
|
|
SECTION
1.03.
|
Rights
of the NIMS Insurer.
|
|
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
|
|
SECTION
2.01.
|
Conveyance
of the Mortgage Loans.
|
|
SECTION
2.02.
|
Acceptance
of REMIC I by Trustee.
|
|
SECTION
2.03.
|
Repurchase
or Substitution of Mortgage Loans by the Originator or the
Seller.
|
|
SECTION
2.04.
|
Reserved.
|
|
SECTION
2.05.
|
Representations,
Warranties and Covenants of the Servicer and the Master
Servicer.
|
|
SECTION
2.06.
|
Conveyance
of REMIC Regular Interests and Acceptance of REMIC I, REMIC II, REMIC
III, REMIC IV, REMIC V and REMIC VI by the Trustee; Issuance of
Certificates.
|
|
SECTION
2.07.
|
Issuance
of Class R Certificates and Class R-X Certificates.
|
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
|
SECTION
3.01.
|
Servicer
to Act as Servicer.
|
|
SECTION
3.02.
|
Sub-Servicing
Agreements Between Servicer and Sub-Servicers.
|
|
SECTION
3.03.
|
Successor
Sub-Servicers.
|
|
SECTION
3.04.
|
Liability
of the Servicer.
|
|
SECTION
3.05.
|
No
Contractual Relationship Between Sub-Servicers and the Trustee,
the Trust
Administrator, the NIMS Insurer or Certificateholders.
|
|
SECTION
3.06.
|
Assumption
or Termination of Sub-Servicing Agreements by Master
Servicer.
|
|
SECTION
3.07.
|
Collection
of Certain Mortgage Loan Payments.
|
|
SECTION
3.08.
|
Sub-Servicing
Accounts.
|
|
SECTION
3.09.
|
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
|
SECTION
3.10.
|
Collection
Account.
|
|
SECTION
3.11.
|
Withdrawals
from the Collection Account.
|
|
SECTION
3.12.
|
Investment
of Funds in the Collection Account.
|
|
SECTION
3.13.
|
[Reserved].
|
|
SECTION
3.14.
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
|
SECTION
3.15.
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
|
SECTION
3.16.
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
3.17.
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.18.
|
Servicing
Compensation.
|
|
SECTION
3.19.
|
Reports;
Collection Account Statements.
|
|
SECTION
3.20.
|
Statement
as to Compliance.
|
|
SECTION
3.21.
|
Assessments
of Compliance and Attestation Reports.
|
|
SECTION
3.22.
|
Access
to Certain Documentation.
|
|
SECTION
3.23.
|
Title,
Management and Disposition of REO Property.
|
|
SECTION
3.24.
|
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
|
SECTION
3.25.
|
Obligations
of the Servicer in Respect of Mortgage Rates and Monthly
Payments.
|
|
SECTION
3.26.
|
Advance
Facility
|
|
SECTION
3.24.
|
Late
Remittance.
|
|
ARTICLE
IIIA
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
|
SECTION
3A.01.
|
Master
Servicer to Act as Master Servicer
|
|
SECTION
3A.02.
|
[Reserved].
|
|
SECTION
3A.03.
|
Monitoring
of Servicer.
|
|
SECTION
3A.04.
|
Fidelity
Bond.
|
|
SECTION
3A.05.
|
Power
to Act; Procedures.
|
|
SECTION
3A.06.
|
Due
on Sale Clauses; Assumption Agreements.
|
|
SECTION
3A.07.
|
[Reserved].
|
|
SECTION
3A.08.
|
Documents,
Records and Funds in Possession of Master Servicer to be Held for
Trustee.
|
|
SECTION
3A.09.
|
Compensation
for the Master Servicer.
|
|
SECTION
3A.10.
|
Obligations
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
|
SECTION
3A.11.
|
Distribution
Account.
|
|
SECTION
3A.12.
|
Permitted
Withdrawals and Transfers from the Distribution
Account.
|
|
ARTICLE
IV
PAYMENTS
TO CERTIFICATEHOLDERS
|
|
|
SECTION
4.01.
|
Distributions.
|
|
SECTION
4.02.
|
Statements
to Certificateholders.
|
|
SECTION
4.03.
|
Remittance
Reports, Advances.
|
|
SECTION
4.04.
|
Allocation
of Realized Losses.
|
|
SECTION
4.05.
|
Compliance
with Withholding Requirements.
|
|
SECTION
4.06.
|
Exchange
Commission Filings; Additional Information.
|
|
SECTION
4.07.
|
Net
WAC Rate Carryover Reserve Account.
|
|
SECTION
4.08.
|
Swap
Account.
|
|
SECTION
4.09.
|
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
|
SECTION
4.10.
|
Cap
Account.
|
|
ARTICLE
V
THE
CERTIFICATES
|
|
|
SECTION
5.01.
|
The
Certificates.
|
|
SECTION
5.02.
|
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.
|
Certain
Available Information.
|
|
ARTICLE
VI
THE
DEPOSITOR AND THE MASTER SERVICER
|
|
|
SECTION
6.01.
|
Liability
of the Depositor, the Servicer and the Master Servicer.
|
|
SECTION
6.02.
|
Merger
or Consolidation of the Depositor or the Master
Servicer.
|
|
SECTION
6.03.
|
Limitation
on Liability of the Depositor, the Servicer, the Master Servicer
and
Others.
|
|
SECTION
6.04.
|
Limitation
on Resignation of the Servicer; Assignment of Master
Servicing.
|
|
SECTION
6.05.
|
Successor
Master Servicer.
|
|
SECTION
6.06.
|
Rights
of the Depositor in Respect of the Servicer.
|
|
SECTION
6.07.
|
[Reserved].
|
|
SECTION
6.08.
|
Duties
of the Credit Risk Manager.
|
|
SECTION
6.09.
|
Limitation
Upon Liability of the Credit Risk Manager.
|
|
SECTION
6.10.
|
Removal
of the Credit Risk Manager.
|
|
ARTICLE
VII
DEFAULT
|
|
|
SECTION
7.01.
|
Servicer
Events of Default and Master Servicer Events of
Termination.
|
|
SECTION
7.02.
|
Master
Servicer or Trustee to Act; Appointment of Successor
Servicer.
|
|
SECTION
7.03.
|
Trustee
to Act; Appointment of Successor Master Servicer.
|
|
SECTION
7.04.
|
Notification
to Certificateholders.
|
|
SECTION
7.05.
|
Waiver
of Servicer Events of Default and Master Servicer Events of
Termination.
|
|
SECTION
7.06.
|
Survivability
of Servicer and Master Servicer Liabilities.
|
|
ARTICLE
VIII
CONCERNING
THE TRUSTEE AND THE TRUST ADMINISTRATOR
|
|
|
SECTION
8.01.
|
Duties
of Trustee and Trust Administrator.
|
|
SECTION
8.02.
|
Certain
Matters Affecting the Trustee and the Trust
Administrator
|
|
SECTION
8.03.
|
Neither
Trustee nor Trust Administrator Liable for Certificates or Mortgage
Loans.
|
|
SECTION
8.04.
|
Trustee
and Trust Administrator May Own Certificates.
|
|
SECTION
8.05.
|
Trust
Administrator’s and Trustee’s Fees and Expenses.
|
|
SECTION
8.06.
|
Eligibility
Requirements for Trustee and Trust Administrator.
|
|
SECTION
8.07.
|
Resignation
and Removal of the Trustee or Trust Administrator.
|
|
SECTION
8.08.
|
Successor
Trustee or Trust Administrator.
|
|
SECTION
8.09.
|
Merger
or Consolidation of Trustee or Trust Administrator.
|
|
SECTION
8.10.
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
8.11.
|
Appointment
of Office or Agency; Appointment of Custodian.
|
|
SECTION
8.12.
|
Representations
and Warranties.
|
|
ARTICLE
IX
TERMINATION
|
|
|
SECTION
9.01.
|
Termination
Upon Repurchase or Liquidation of All Mortgage Loans.
|
|
SECTION
9.02.
|
Additional
Termination Requirements.
|
|
ARTICLE
X
REMIC
PROVISIONS
|
|
|
SECTION
10.01.
|
REMIC
Administration.
|
|
SECTION
10.02.
|
Prohibited
Transactions and Activities.
|
|
SECTION
10.03.
|
Servicer,
Master Servicer and Trustee Indemnification.
|
|
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
|
|
|
SECTION
11.01.
|
Amendment.
|
|
SECTION
11.02.
|
Recordation
of Agreement; Counterparts.
|
|
SECTION
11.03.
|
Limitation
on Rights of Certificateholders.
|
|
SECTION
11.04.
|
Governing
Law.
|
|
SECTION
11.05.
|
Notices.
|
|
SECTION
11.06.
|
Severability
of Provisions.
|
|
SECTION
11.07.
|
Notice
to Rating Agencies and the NIMS Insurer.
|
|
SECTION
11.08.
|
Article
and Section References.
|
|
SECTION
11.09.
|
Grant
of Security Interest.
|
|
SECTION
11.10.
|
Third
Party Rights.
|
|
SECTION
11.11.
|
Intention
of the Parties and Interpretation.
|
|
Exhibits
|
|
|
Exhibit
A-1
|
Form
of Class A-1 Certificate
|
|
Exhibit
A-2
|
Form
of Class A-2 Certificate
|
|
Exhibit
A-3
|
Form
of Class A-3 Certificate
|
|
Exhibit
A-4
|
[Reserved]
|
|
Exhibit
A-5
|
Form
of Class M-1 Certificate
|
|
Exhibit
A-6
|
Form
of Class M-2 Certificate
|
|
Exhibit
A-7
|
Form
of Class M-3 Certificate
|
|
Exhibit
A-8
|
Form
of Class M-4 Certificate
|
|
Exhibit
A-9
|
Form
of Class M-5 Certificate
|
|
Exhibit
A-10
|
Form
of Class M-6 Certificate
|
|
Exhibit
A-11
|
Form
of Class M-7 Certificate
|
|
Exhibit
A-12
|
Form
of Class M-8 Certificate
|
|
Exhibit
A-13
|
Form
of Class M-9 Certificate
|
|
Exhibit
A-14
|
Form
of Class M-10 Certificate
|
|
Exhibit
A-15
|
Form
of Class M-11 Certificate
|
|
Exhibit
A-16
|
[reserved]
|
|
Exhibit
A-17
|
Form
of Class CE Certificate
|
|
Exhibit
A-18
|
Form
of Class P Certificate
|
|
Exhibit
A-19
|
Form
of Class R Certificate
|
|
Exhibit
A-20
|
Form
of Class R-X Certificate
|
|
Exhibit
B
|
[Reserved]
|
|
Exhibit
C-1
|
Form
of Initial Certification
|
|
Exhibit
C-2
|
Form
of Final Certification
|
|
Exhibit
C-3
|
Form
of Receipt of Mortgage Notes
|
|
Exhibit
D
|
Form
of Assignment Agreement
|
|
Exhibit
E
|
Request
for Release
|
|
Exhibit
F-1
|
Form
of Transferor Representation Letter and Form of Transferee Representation
Letter in Connection with Transfer of the Private Certificates
Pursuant to
Rule 144A Under the 1933 Act
|
|
Exhibit
F-2
|
Form
of Transfer Affidavit and Agreement and Form of Transferor Affidavit
in
Connection with Transfer of Residual Certificates
|
|
Exhibit
G
|
Form
of Certification with respect to ERISA and the Code
|
|
Exhibit
H
|
Form
of Report Pursuant to Section 4.06
|
|
Exhibit
I
|
Form
of Lost Note Affidavit
|
|
Exhibit
J-1
|
Form
of Certification to Be Provided by the Master Servicer with Form
10-K
|
|
Exhibit
J-2
|
Form
of Certification to Be Provided by the Servicer to the Master
Servicer
|
|
Exhibit
K
|
Form
of Cap Contract
|
|
Exhibit
L
|
Annual
Statement of Compliance pursuant to Section 3.20
|
|
Exhibit
M
|
Form
of Interest Rate Swap Agreement
|
|
Exhibit
N
|
Form
of Swap Administration Agreement
|
|
Exhibit
O
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
Exhibit
P
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
Q
|
Additional
Disclosure Notification
|
|
Exhibit
R-1
|
Form
of Delinquency Report
|
|
Exhibit
R-2
|
Form
of Monthly Remittance Advice
|
|
Exhibit
R-3
|
Form
of Realized Loss Report
|
|
Exhibit
S
|
List
of Appraisal Firms
|
|
Schedule
1
|
Mortgage
Loan Schedule
|
|
Schedule
2
|
Prepayment
Charge Schedule
|
|
Schedule
3
|
Watch
List Mortgage Loans
|
This
Pooling and Servicing Agreement, is dated and effective as of October 1, 2006
among MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. as Depositor, OCWEN
LOAN
SERVICING, LLC, as Servicer, XXXXX FARGO BANK, N.A. as Master Servicer and
Trust
Administrator and U.S. BANK NATIONAL ASSOCIATION as Trustee.
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through 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 comprised of the Mortgage
Loans and certain other related assets subject to this Agreement.
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 (other than
the Net WAC Rate Carryover Reserve Account, the Swap Account, the Supplemental
Interest Trust, the Interest Rate Swap Agreement, the Cap Account, the Cap
Contract, any Originator Prepayment Charge Payment Amounts and any Servicer
Prepayment Charge Payment Amounts) 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
1
Remittance
Rate(2)
|
Initial
Uncertificated
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
I
|
Variable
|
$
3,746,483.00
|
October
25, 2036
|
|
I-1-A
|
Variable
|
$
2,494,000.00
|
October
25, 2036
|
|
I-1-B
|
Variable
|
$
2,494,000.00
|
October
25, 2036
|
|
I-2-A
|
Variable
|
$
3,116,000.00
|
October
25, 2036
|
|
I-2-B
|
Variable
|
$
3,116,000.00
|
October
25, 2036
|
|
I-3-A
|
Variable
|
$
3,736,000.00
|
October
25, 2036
|
|
I-3-B
|
Variable
|
$
3,736,000.00
|
October
25, 2036
|
|
I-4-A
|
Variable
|
$
4,345,000.00
|
October
25, 2036
|
|
I-4-B
|
Variable
|
$
4,345,000.00
|
October
25, 2036
|
|
I-5-A
|
Variable
|
$
4,940,500.00
|
October
25, 2036
|
|
I-5-B
|
Variable
|
$
4,940,500.00
|
October
25, 2036
|
|
I-6-A
|
Variable
|
$
5,512,000.00
|
October
25, 2036
|
|
I-6-B
|
Variable
|
$
5,512,000.00
|
October
25, 2036
|
|
I-7-A
|
Variable
|
$
6,057,500.00
|
October
25, 2036
|
|
I-7-B
|
Variable
|
$
6,057,500.00
|
October
25, 2036
|
|
I-8-A
|
Variable
|
$
6,564,000.00
|
October
25, 2036
|
|
I-8-B
|
Variable
|
$
6,564,000.00
|
October
25, 2036
|
|
I-9-A
|
Variable
|
$
7,022,000.00
|
October
25, 2036
|
|
I-9-B
|
Variable
|
$
7,022,000.00
|
October
25, 2036
|
|
I-10-A
|
Variable
|
$
6,694,000.00
|
October
25, 2036
|
|
I-10-B
|
Variable
|
$
6,694,000.00
|
October
25, 2036
|
|
I-11-A
|
Variable
|
$
6,375,500.00
|
October
25, 2036
|
|
I-11-B
|
Variable
|
$
6,375,500.00
|
October
25, 2036
|
|
I-12-A
|
Variable
|
$
6,072,500.00
|
October
25, 2036
|
|
I-12-B
|
Variable
|
$
6,072,500.00
|
October
25, 2036
|
|
I-13-A
|
Variable
|
$
5,784,500.00
|
October
25, 2036
|
|
I-13-B
|
Variable
|
$
5,784,500.00
|
October
25, 2036
|
|
I-14-A
|
Variable
|
$
5,510,000.00
|
October
25, 2036
|
|
I-14-B
|
Variable
|
$
5,510,000.00
|
October
25, 2036
|
|
I-15-A
|
Variable
|
$
5,248,500.00
|
October
25, 2036
|
|
I-15-B
|
Variable
|
$
5,248,500.00
|
October
25, 2036
|
|
I-16-A
|
Variable
|
$
4,999,500.00
|
October
25, 2036
|
|
I-16-B
|
Variable
|
$
4,999,500.00
|
October
25, 2036
|
|
I-17-A
|
Variable
|
$
4,762,000.00
|
October
25, 2036
|
|
I-17-B
|
Variable
|
$
4,762,000.00
|
October
25, 2036
|
|
I-18-A
|
Variable
|
$
4,544,000.00
|
October
25, 2036
|
|
I-18-B
|
Variable
|
$
4,544,000.00
|
October
25, 2036
|
|
I-19-A
|
Variable
|
$
4,372,000.00
|
October
25, 2036
|
|
I-19-B
|
Variable
|
$
4,372,000.00
|
October
25, 2036
|
|
I-20-A
|
Variable
|
$
8,040,000.00
|
October
25, 2036
|
|
I-20-B
|
Variable
|
$
8,040,000.00
|
October
25, 2036
|
|
I-21-A
|
Variable
|
$
7,229,000.00
|
October
25, 2036
|
|
I-21-B
|
Variable
|
$
7,229,000.00
|
October
25, 2036
|
|
I-22-A
|
Variable
|
$
6,489,500.00
|
October
25, 2036
|
|
I-22-B
|
Variable
|
$
6,489,500.00
|
October
25, 2036
|
|
I-23-A
|
Variable
|
$
5,834,500.00
|
October
25, 2036
|
|
I-23-B
|
Variable
|
$
5,834,500.00
|
October
25, 2036
|
|
I-24-A
|
Variable
|
$
5,231,500.00
|
October
25, 2036
|
|
I-24-B
|
Variable
|
$
5,231,500.00
|
October
25, 2036
|
|
I-25-A
|
Variable
|
$
2,954,500.00
|
October
25, 2036
|
|
I-25-B
|
Variable
|
$
2,954,500.00
|
October
25, 2036
|
|
I-26-A
|
Variable
|
$
2,787,500.00
|
October
25, 2036
|
|
I-26-B
|
Variable
|
$
2,787,500.00
|
October
25, 2036
|
|
I-27-A
|
Variable
|
$
2,632,500.00
|
October
25, 2036
|
|
I-27-B
|
Variable
|
$
2,632,500.00
|
October
25, 2036
|
|
I-28-A
|
Variable
|
$
2,484,500.00
|
October
25, 2036
|
|
I-28-B
|
Variable
|
$
2,484,500.00
|
October
25, 2036
|
|
I-29-A
|
Variable
|
$
2,347,000.00
|
October
25, 2036
|
|
I-29-B
|
Variable
|
$
2,347,000.00
|
October
25, 2036
|
|
I-30-A
|
Variable
|
$
2,219,500.00
|
October
25, 2036
|
|
I-30-B
|
Variable
|
$
2,219,500.00
|
October
25, 2036
|
|
I-31-A
|
Variable
|
$
2,097,500.00
|
October
25, 2036
|
|
I-31-B
|
Variable
|
$
2,097,500.00
|
October
25, 2036
|
|
I-32-A
|
Variable
|
$
2,260,500.00
|
October
25, 2036
|
|
I-32-B
|
Variable
|
$
2,260,500.00
|
October
25, 2036
|
|
I-33-A
|
Variable
|
$
2,118,000.00
|
October
25, 2036
|
|
I-33-B
|
Variable
|
$
2,118,000.00
|
October
25, 2036
|
|
I-34-A
|
Variable
|
$
1,973,500.00
|
October
25, 2036
|
|
I-34-B
|
Variable
|
$
1,973,500.00
|
October
25, 2036
|
|
I-35-A
|
Variable
|
$
1,840,000.00
|
October
25, 2036
|
|
I-35-B
|
Variable
|
$
1,840,000.00
|
October
25, 2036
|
|
I-36-A
|
Variable
|
$
1,717,500.00
|
October
25, 2036
|
|
I-36-B
|
Variable
|
$
1,717,500.00
|
October
25, 2036
|
|
I-37-A
|
Variable
|
$
1,478,500.00
|
October
25, 2036
|
|
I-37-B
|
Variable
|
$
1,478,500.00
|
October
25, 2036
|
|
I-38-A
|
Variable
|
$
1,390,000.00
|
October
25, 2036
|
|
I-38-B
|
Variable
|
$
1,390,000.00
|
October
25, 2036
|
|
I-39-A
|
Variable
|
$
1,313,000.00
|
October
25, 2036
|
|
I-39-B
|
Variable
|
$
1,313,000.00
|
October
25, 2036
|
|
I-40-A
|
Variable
|
$
1,239,000.00
|
October
25, 2036
|
|
I-40-B
|
Variable
|
$
1,239,000.00
|
October
25, 2036
|
|
I-41-A
|
Variable
|
$
1,170,000.00
|
October
25, 2036
|
|
I-41-B
|
Variable
|
$
1,170,000.00
|
October
25, 2036
|
|
I-42-A
|
Variable
|
$
1,105,000.00
|
October
25, 2036
|
|
I-42-B
|
Variable
|
$
1,105,000.00
|
October
25, 2036
|
|
I-43-A
|
Variable
|
$
1,044,000.00
|
October
25, 2036
|
|
I-43-B
|
Variable
|
$
1,044,000.00
|
October
25, 2036
|
|
I-44-A
|
Variable
|
$
986,500.00
|
October
25, 2036
|
|
I-44-B
|
Variable
|
$
986,500.00
|
October
25, 2036
|
|
I-45-A
|
Variable
|
$
932,500.00
|
October
25, 2036
|
|
I-45-B
|
Variable
|
$
932,500.00
|
October
25, 2036
|
|
I-46-A
|
Variable
|
$
880,500.00
|
October
25, 2036
|
|
I-46-B
|
Variable
|
$
880,500.00
|
October
25, 2036
|
|
I-47-A
|
Variable
|
$
832,000.00
|
October
25, 2036
|
|
I-47-B
|
Variable
|
$
832,000.00
|
October
25, 2036
|
|
I-48-A
|
Variable
|
$
786,500.00
|
October
25, 2036
|
|
I-48-B
|
Variable
|
$
786,500.00
|
October
25, 2036
|
|
I-49-A
|
Variable
|
$
743,500.00
|
October
25, 2036
|
|
I-49-B
|
Variable
|
$
743,500.00
|
October
25, 2036
|
|
I-50-A
|
Variable
|
$
703,000.00
|
October
25, 2036
|
|
I-50-B
|
Variable
|
$
703,000.00
|
October
25, 2036
|
|
I-51-A
|
Variable
|
$
665,000.00
|
October
25, 2036
|
|
I-51-B
|
Variable
|
$
665,000.00
|
October
25, 2036
|
|
I-52-A
|
Variable
|
$
628,500.00
|
October
25, 2036
|
|
I-52-B
|
Variable
|
$
628,500.00
|
October
25, 2036
|
|
I-53-A
|
Variable
|
$
594,500.00
|
October
25, 2036
|
|
I-53-B
|
Variable
|
$
594,500.00
|
October
25, 2036
|
|
I-54-A
|
Variable
|
$
562,500.00
|
October
25, 2036
|
|
I-54-B
|
Variable
|
$
562,500.00
|
October
25, 2036
|
|
I-55-A
|
Variable
|
$
532,000.00
|
October
25, 2036
|
|
I-55-B
|
Variable
|
$
532,000.00
|
October
25, 2036
|
|
I-56-A
|
Variable
|
$
503,500.00
|
October
25, 2036
|
|
I-56-B
|
Variable
|
$
503,500.00
|
October
25, 2036
|
|
I-57-A
|
Variable
|
$
476,500.00
|
October
25, 2036
|
|
I-57-B
|
Variable
|
$
476,500.00
|
October
25, 2036
|
|
I-58-A
|
Variable
|
$
450,500.00
|
October
25, 2036
|
|
I-58-B
|
Variable
|
$
450,500.00
|
October
25, 2036
|
|
I-59-A
|
Variable
|
$
8,440,500.00
|
October
25, 2036
|
|
I-59-B
|
Variable
|
$
8,440,500.00
|
October
25, 2036
|
|
P
|
Variable
|
$
100.00
|
October
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.
|
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 under federal income tax law.
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)
|
|
II-LTAA
|
Variable(2)
|
$
367,964,993.34
|
October
25, 2036
|
|
II-LTA1
|
Variable(2)
|
$
1,503,600.00
|
October
25, 2036
|
|
II-LTA2
|
Variable(2)
|
$
544,900.00
|
October
25, 2036
|
|
II-LTA3
|
Variable(2)
|
$
628,900.00
|
October
25, 2036
|
|
II-LTA4
|
Variable(2)
|
$
285,090.00
|
October
25, 2036
|
|
II-LTM1
|
Variable(2)
|
$
140,800.00
|
October
25, 2036
|
|
II-LTM2
|
Variable(2)
|
$
129,530.00
|
October
25, 2036
|
|
II-LTM3
|
Variable(2)
|
$
75,090.00
|
October
25, 2036
|
|
II-LTM4
|
Variable(2)
|
$
67,580.00
|
October
25, 2036
|
|
II-LTM5
|
Variable(2)
|
$
63,830.00
|
October
25, 2036
|
|
II-LTM6
|
Variable(2)
|
$
61,950.00
|
October
25, 2036
|
|
II-LTM7
|
Variable(2)
|
$
56,320.00
|
October
25, 2036
|
|
II-LTM8
|
Variable(2)
|
$
48,810.00
|
October
25, 2036
|
|
II-LTM9
|
Variable(2)
|
$
37,540.00
|
October
25, 2036
|
|
II-LTM10
|
Variable(2)
|
$
20,650.00
|
October
25, 2036
|
|
II-LTM11
|
Variable(2)
|
$
35,670.00
|
October
25, 2036
|
|
II-LTZZ
|
Variable(2)
|
$
3,809,229.66
|
October
25, 2036
|
|
II-LTP
|
Variable(2)
|
$
100.00
|
October
25, 2036
|
|
II-LTIO
|
Variable(2)
|
(3)
|
October
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 II Regular
Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “REMIC II Remittance Rate”
herein.
|
(3)
REMIC
II
Regular Interest II-LTIO will not have an Uncertificated Balance, but will
accrue interest on its Uncertificated Notional Amount.
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 under federal income tax law.
The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the initial aggregate Certificate Principal 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.
Each
Certificate, other than the Class P Certificate, the Class CE Certificate,
the
Class R Certificate and the Class R-X Certificates, represents ownership of
a
Regular Interest in REMIC III and also represents (i) the right to receive
payments with respect to the Net WAC Rate Carryover Amount (as defined herein)
and (ii) the obligation to pay Class IO Distribution Amounts (as defined
herein). The entitlement to principal of the 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
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
Class
A-1
|
Variable(2)
|
$
150,360,000.00
|
October
25, 2036
|
|
Class
A-2
|
Variable(2)
|
$
54,490,000.00
|
October
25, 2036
|
|
Class
A-3
|
Variable(2)
|
$
62,890,000.00
|
October
25, 2036
|
|
Class
A-4
|
Variable(2)
|
$
28,509,000.00
|
October
25, 2036
|
|
Class
M-1
|
Variable(2)
|
$
14,080,000.00
|
October
25, 2036
|
|
Class
M-2
|
Variable(2)
|
$
12,953,000.00
|
October
25, 2036
|
|
Class
M-3
|
Variable(2)
|
$
7,509,000.00
|
October
25, 2036
|
|
Class
M-4
|
Variable(2)
|
$
6,758,000.00
|
October
25, 2036
|
|
Class
M-5
|
Variable(2)
|
$
6,383,000.00
|
October
25, 2036
|
|
Class
M-6
|
Variable(2)
|
$
6,195,000.00
|
October
25, 2036
|
|
Class
M-7
|
Variable(2)
|
$
5,632,000.00
|
October
25, 2036
|
|
Class
M-8
|
Variable(2)
|
$
4,881,000.00
|
October
25, 2036
|
|
Class
M-9
|
Variable(2)
|
$
3,754,000.00
|
October
25, 2036
|
|
Class
M-10
|
Variable(2)
|
$
2,065,000.00
|
October
25, 2036
|
|
Class
M-11
|
Variable(2)
|
$
3,567,000.00
|
October
25, 2036
|
|
Class
CE Interest
|
Variable(3)
|
$
5,448,483.00
|
October
25, 2036
|
|
Class
P Interest
|
N/A(4)
|
$ 100.00
|
October
25, 2036
|
|
Class
Swap-IO Interest
|
N/A(5)
|
N/A
|
October
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 III Regular Interest.
(2)
Calculated
in accordance with the definition of “Pass-Through Rate” herein.
(3)
The
Class
CE Interest will accrue interest at its variable Pass-Through Rate on the
Notional Amount of the Class CE Interest outstanding from time to time, which
shall equal the Uncertificated Balance of the REMIC II Regular Interests (other
than REMIC II Regular Interest II-LTP). The Class CE Interest will not accrue
interest on its Uncertificated Balance.
(4)
The
Class
P Interest will not accrue interest.
(5)
The
Class
Swap-IO Interest will not have a Pass-Through Rate or a Certificate Principal
Balance, but will be entitled to 100% of the amounts distributed on REMIC II
Regular Interest II-LTIO.
REMIC
IV
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class CE 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 Class designation, Pass-Through
Rate
and Original Class Certificate Principal Balance for the indicated Class of
Certificates that represents a “regular interest” in REMIC IV created
hereunder:
|
Class
Designation
|
Pass-Through
Rate
|
Initial
Aggregate
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
Class
CE Certificates
|
Variable(2)
|
$5,448,483.00
|
October
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
Loans
with the latest maturity date has been designated as the “latest possible
maturity date” for the Class CE Certificates.
(2)
The
Class
CE Certificates will receive 100% of amounts received in respect of the Class
CE
Interest.
REMIC
V
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of 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 Class designation, Pass-Through
Rate
and Original Class Certificate Principal Balance for the indicated Class of
Certificates that represents a “regular interest” in REMIC V created
hereunder:
|
Class
Designation
|
Pass-Through
Rate
|
Initial
Aggregate
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
Class
P Certificates
|
Variable(2)
|
$100.00
|
October
25, 2006
|
_______________
(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
Loans
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.
REMIC
VI
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class 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
aggregate Certificate Principal Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated REMIC VI Regular Interest SWAP-IO, which will be
uncertificated.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
||||
|
SWAP-IO
|
|
Variable(2)
|
|
N/A
|
October
25, 2006
|
________________
|
(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 REMIC VI Regular Interest
SWAP-IO.
|
|
(2)
|
REMIC
VI Regular Interest SWAP-IO shall receive 100% of amounts received
in
respect of the Class SWAP-IO Interest.
|
As
of the
Cut-off Date, the Mortgage Loans had an aggregate Stated Principal Balance
equal
to $375,474,582.80.
In
consideration of the mutual agreements herein contained, the Depositor, the
Servicer, the Master Servicer, the Trust Administrator and the Trustee agree
as
follows:
ARTICLE
I
DEFINITIONS
| SECTION 1.01. |
Defined
Terms.
|
Whenever
used in this Agreement, including, without limitation, in the Preliminary
Statement hereto, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless otherwise
specified, all calculations described herein shall be made on the basis of
a
360-day year consisting of twelve 30-day months.
“10-K
Filing Deadline”: The meaning set forth in Section 4.06(a)(iv).
“Accepted
Master Servicing Practices”: With respect to any Mortgage Loan, as applicable,
either (x) those customary mortgage loan master servicing practices of prudent
mortgage servicing institutions that master service mortgage loans of the same
type and quality as such Mortgage Loan in the jurisdiction where the related
Mortgaged Property is located, to the extent applicable to the Master Servicer
(except in its capacity as successor to the Servicer), or (y) as provided in
Section 3A.01 hereof, but in no event below the standard set forth in
clause (x).
“Accrual
Period”: With respect to the Class A Certificates and the Mezzanine Certificates
and each Distribution Date, the period commencing on the preceding Distribution
Date (or in the case of the first such Accrual Period, commencing on the Closing
Date) and ending on the day preceding the current Distribution Date. With
respect to the Class CE Certificates and the REMIC Regular Interests and each
Distribution Date, the calendar month prior to the month of such Distribution
Date.
“Additional
Disclosure”: The meaning set forth in Section 4.06(a)(v).
“Additional
Form 10-D Disclosure”: The meaning set forth in Section 4.06(a)(i).
“Additional
Form 10-K Disclosure”: The meaning set forth in Section
4.06(a)(iv).
“Adjustable-Rate
Mortgage Loan”: Each of the Mortgage Loans identified in the Mortgage Loan
Schedule as having a Mortgage Rate that is subject to adjustment.
“Adjusted
Net Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the related
REO Property), as of any date of determination, a per annum rate of interest
equal to the applicable Maximum Mortgage Rate for such Mortgage Loan (or the
Mortgage Rate in the case of any Fixed-Rate Mortgage Loan) as of the first
day
of the month preceding the month in which the related Distribution Date occurs
minus
the
sum of (i) the Master Servicing Fee Rate, (ii) the Servicing Fee Rate and (iii)
the Credit Risk Manager Fee Rate.
“Adjusted
Net Mortgage Rate”: With respect to any Mortgage Loan (or the related REO
Property), as of any date of determination, a per annum rate of interest equal
to the applicable Mortgage Rate for such Mortgage Loan as of the first day
of
the month preceding the month in which the related Distribution Date occurs
minus
the
sum of (i) the Master Servicing Fee Rate, (ii) the Servicing Fee Rate and (iii)
the Credit Risk Manager Fee Rate.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the
month in which the Mortgage Rate of such Mortgage Loan changes pursuant to
the
related Mortgage Note. The first Adjustment Date following the Cut-off Date
as
to each Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
“Advance”:
With respect to any Distribution Date, as to any Mortgage Loan or REO Property,
any advance made by the Servicer in respect of Monthly Payments due during
the
related Due Period pursuant to Section 4.03 or by the Master Servicer (in its
capacity as successor Servicer) or any other successor Servicer pursuant to
Section 4.03.
“Advance
Facility”: As defined in Section 3.26 hereof.
“Advancing
Person”: As defined in Section 3.26 hereof.
“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled
by or under common control with such specified Person. For the purposes of
this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract
or
otherwise, and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.
“Aggregate
Loss Severity Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate amount of
Realized Losses incurred on any Mortgage Loans from the Cut-off Date to the
last
day of the preceding calendar month and the denominator of which is the
aggregate Stated Principal Balance of such Mortgage Loans immediately prior
to
the liquidation of such Mortgage Loans.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amount”: With respect to any Distribution Date and any Class of
Mezzanine Certificates, (i) the sum of (a) any Realized Losses allocated to
such
Class of Certificates on such Distribution Date and (b) the amount of any
Allocated Realized Loss Amount for such Class of Certificates remaining
undistributed from the previous Distribution Date reduced by (ii) the amount
of
any Subsequent Recoveries added to the Certificate Principal Balance of such
Class of Certificates.
“Assessment
of Compliance”: As defined in Section 3.21.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form (excepting therefrom, if applicable, the mortgage recordation
information which has not been required pursuant to Section 2.01 hereof or
returned by the applicable recorder’s office), which is sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is located
to
reflect of record the sale of the Mortgage, which assignment, notice of transfer
or equivalent instrument may be in the form of one or more blanket assignments
covering Mortgages secured by Mortgaged Properties located in the same county,
if permitted by law.
“Assignment
Agreement”: The Assignment and Recognition Agreement, dated October 31, 2006,
among the Depositor, the Seller and the Originator, a form of which is attached
hereto as Exhibit D, pursuant to which the Seller assigns its rights under
the
Originator Master Agreement to the Depositor.
“Attestation
Report”: As defined in Section 3.21.
“Available
Funds”: With respect to any Distribution Date, an amount equal to the excess of
(i) the sum of (a) the aggregate of the related Monthly Payments received on
the
Mortgage Loans by the Servicer on or prior to the related Determination Date,
(b) Net Liquidation Proceeds, Insurance Proceeds, Principal Prepayments,
Subsequent Recoveries, proceeds from repurchases of and substitutions for such
Mortgage Loans and other unscheduled recoveries of principal and interest in
respect of the Mortgage Loans received by the Servicer during the related
Prepayment Period, (c) the aggregate of any amounts received by the Servicer
in
respect of a related REO Property and withdrawn from any REO Account and
remitted to the Master Servicer for such Distribution Date, (d) the aggregate
of
any amounts on deposit in the Distribution Account representing Compensating
Interest paid by the Servicer or the Master Servicer in respect of related
Prepayment Interest Shortfalls for such Distribution Date, (e) the aggregate
of
any Advances made by the Servicer for such Distribution Date in respect of
the
Mortgage Loans and (f) the aggregate of any related Advances made by the Master
Servicer (or other successor Servicer) in respect of the Mortgage Loans for
such
Distribution Date pursuant to Section 4.03 over (ii) the sum of (a) amounts
reimbursable or payable to the Servicer pursuant to Section 3.11(a) or to the
Master Servicer pursuant to Section 3A.12, (b) Extraordinary Trust Fund
Expenses reimbursable to the Trustee, the Servicer, the Master Servicer or
the
Trust Administrator pursuant to Section 3A.12, (c) amounts in respect of
the items set forth in clauses (i)(a) through (i)(f) above deposited in the
Collection Account or the Distribution Account, as the case may be, in error,
(d) the amount of any Prepayment Charges collected by the Servicer in connection
with the full or partial prepayment of any of the Mortgage Loans and any
Originator Prepayment Charge Payment Amount or Servicer Prepayment Charge
Payment Amount, (e) any indemnification and reimbursement amounts owed to the
Trust Administrator, the Trustee or the Custodian payable from the Distribution
Account pursuant to Section 8.05, (f) the Credit Risk Manager Fee, (g)
without duplication, any amounts in respect of the items set forth in clauses
(i)(a) and (i)(b) permitted hereunder to be retained by the Master Servicer
or
to be withdrawn by the Master Servicer from the Distribution Account pursuant
to
Section 3A.12, (h) Servicing Fees retained by the Servicer pursuant to
Section 3.11 and (i) any Net Swap Payment or Swap Termination Payment owed
to a
Swap Provider (other than any Swap Termination Payment owed to a Swap Provider
resulting from a Swap Provider Trigger Event). Notwithstanding any of the
foregoing, with respect to any items that are part of the Available Funds as
defined above and that are required to be remitted by the Servicer to the Master
Servicer, the Available Funds shall not be deemed to include any portion of
such
items that are not actually remitted by the Servicer to the Master Servicer.
“Back-Up
Certification”: The meaning set forth in Section 4.06(a)(iv).
“Balloon
Mortgage Loan”: A Mortgage Loan that provides for the payment of the unamortized
principal balance of such Mortgage Loan in a single payment at the maturity
of
such Mortgage Loan that is substantially greater than the preceding monthly
payment.
“Balloon
Payment”: A payment of the unamortized principal balance of a Mortgage Loan in a
single payment at the maturity of such Mortgage Loan that is substantially
greater than the preceding Monthly Payment.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Basic
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the Principal Remittance Amount for such Distribution Date over
(ii) the Overcollateralization Release Amount, if any, for such Distribution
Date.
“Book-Entry
Certificate”: The Class A Certificates and the Mezzanine Certificates for so
long as the Certificates of such Class shall be registered in the name of the
Depository or its nominee.
“Book-Entry
Custodian”: The custodian appointed pursuant to Section 5.01.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings and loan institutions in the State of Florida, the State of California,
the State of New York, or in the cities in which the Corporate Trust Office
of
the Trustee or the Corporate Trust Office of the Trust Administrator are
located, are authorized or obligated by law or executive order to be
closed.
“Cap
Account”: The account or accounts created and maintained pursuant to Section
4.10. The Cap Account must be an Eligible Account.
“Cap
Contract”: The interest rate cap agreement between Bear Xxxxxxx Financial
Products Inc. and the Trust Administrator on behalf of the Trust attached hereto
as Exhibit K, which agreement provides for cap payments to be paid as provided
herein.
“Certification
Parties”: The meaning set forth in Section 4.06(a)(iv).
“Certificate”:
Any one of the Mortgage Pass-Through Certificates, Series 2006-AM3, Class A-1,
Class X-0, Xxxxx X-0, Class A-4, 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, Class M-10, Class M-11,
Class CE, Class P, Class R or Class R-X, issued under this
Agreement.
“Certificate
Factor”: With respect to any Class of Regular Certificates as of any
Distribution Date, a fraction, expressed as a decimal carried to at least six
places, the numerator of which is the aggregate Certificate Principal Balance
(or the Notional Amount, in the case of the Class CE Certificates) of such
Class
of Certificates on such Distribution Date (after giving effect to any
distributions of principal and allocations of Realized Losses in reduction
of
the Certificate Principal Balance (or the Notional Amount, in the case of the
Class CE Certificates) of such Class of Certificates to be made on such
Distribution Date), and the denominator of which is the initial aggregate
Certificate Principal Balance (or the Notional Amount, in the case of the Class
CE Certificates) of such Class of Certificates as of the Closing
Date.
“Certificate
Margin”: With respect to each Class A Certificate and Mezzanine Certificate and,
for purposes of the Marker Rate, the specified REMIC II Regular Interest, as
follows:
|
Class
|
REMIC
II Regular Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
A-1
|
II-LTA1
|
0.060
|
0.120
|
|
X-0
|
XX-XXX0
|
0.000
|
0.000
|
|
X-0
|
XX-XXX0
|
0.170
|
0.340
|
|
X-0
|
XX-XXX0
|
0.240
|
0.480
|
|
M-1
|
II-LTM1
|
0.260
|
0.520
|
|
M-2
|
II-LTM2
|
0.310
|
0.465
|
|
M-3
|
II-LTM3
|
0.350
|
0.525
|
|
M-4
|
II-LTM4
|
0.400
|
0.600
|
|
M-5
|
II-LTM5
|
0.420
|
0.630
|
|
M-6
|
II-LTM6
|
0.480
|
0.720
|
|
M-7
|
II-LTM7
|
0.850
|
1.275
|
|
M-8
|
II-LTM8
|
1.350
|
2.025
|
|
M-9
|
II-LTM9
|
2.400
|
3.600
|
|
M-10
|
II-LTM10
|
2.500
|
3.750
|
|
M-11
|
II-LTM11
|
2.500
|
3.750
|
__________
|
(1)
|
For
the Interest Accrual Period for each Distribution Date on or prior
to the
Optional Termination Date.
|
|
(2)
|
For
the Interest Accrual Period for each Distribution Date after the
Optional
Termination Date.
|
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or a Non-United
States Person shall not be a Holder of a Residual Certificate for any purposes
hereof and, solely for the purposes of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor, the
Servicer, the Seller or the Master Servicer or any Affiliate thereof shall
be
deemed not to be outstanding and the Voting Rights to which it is entitled
shall
not be taken into account in determining whether the requisite percentage of
Voting Rights necessary to effect any such consent has been obtained, except
as
otherwise provided in Section 11.01. The Trust Administrator, the Trustee
and the NIMS Insurer may conclusively rely upon a certificate of the Depositor,
the Servicer, the Seller or the Master Servicer in determining whether a
Certificate is held by an Affiliate thereof. All references herein to “Holders”
or “Certificateholders” shall reflect the rights of Certificate Owners as they
may indirectly exercise such rights through the Depository and participating
members thereof, except as otherwise specified herein; provided, however, that
the Trust Administrator, the Trustee and the NIMS Insurer shall be required
to
recognize as a “Holder” or “Certificateholder” only the Person in whose name a
Certificate is registered in the Certificate Register.
“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate as reflected on the books of the Depository
or on the books of a Depository Participant or on the books of an indirect
participating brokerage firm for which a Depository Participant acts as
agent.
“Certificate
Principal Balance”: With respect to each Class A Certificate, Mezzanine
Certificate or Class P Certificate as of any date of determination, the
Certificate Principal Balance of such Certificate on the Distribution Date
immediately prior to such date of determination plus any Subsequent Recoveries
added to the Certificate Principal Balance of such Certificate pursuant to
Section 4.01, minus all distributions allocable to principal made thereon
and Realized Losses allocated thereto on such immediately prior Distribution
Date (or, in the case of any date of determination up to and including the
first
Distribution Date, the initial Certificate Principal Balance of such
Certificate, as stated on the face thereof). With respect to each Class CE
Certificate as of any date of determination, an amount equal to the Percentage
Interest evidenced by such Certificate times the excess, if any, of (A) the
then
aggregate Uncertificated Balance of the REMIC II Regular Interests over (B)
the
then aggregate Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class P Certificates then
outstanding.
“Certificate
Register”: The register maintained pursuant to Section 5.02.
“Certifying
Person”: The meaning set forth in Section 4.06(a)(iv).
“Class”:
Collectively, all of the Certificates bearing the same class
designation.
“Class
A
Certificates”: Any of the Class A-1 Certificates, Class A-2 Certificates, Class
A-3 Certificates or Class A-4 Certificates.
“Class
A-1 Certificate”: Any one of the Class A-1 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-1 and evidencing (i) a Regular Interest in REMIC III, (ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
A-2 Certificate”: Any one of the Class A-2 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-2 and evidencing (i) a Regular Interest in REMIC III, (ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
A-3 Certificate”: Any one of the Class A-3 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-3 and evidencing (i) a Regular Interest in REMIC III, (ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
A-4 Certificate”: Any one of the Class A-4 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-4 and evidencing (i) a Regular Interest in REMIC III, (ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
CE
Certificate”: Any one of the Class CE Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-17 and evidencing (i) a Regular Interest in REMIC IV, (ii) the
obligation to pay Net WAC Rate Carryover Amounts and Swap Termination Payments
and (iii) the right to receive the Class IO Distribution Amount.
“Class
CE
Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class CE Certificates, evidencing a Regular
Interest in REMIC III for purposes of the REMIC Provisions.
“Class
IO
Distribution Amount”: As defined in Section 4.08 hereof. For purposes of
clarity, the Class IO Distribution Amount for any Distribution Date shall equal
the amount payable to the Trust Administrator on such Distribution Date in
excess of the amount payable on the Class SWAP-IO Interest on such Distribution
Date, all as further provided in Section 4.08 hereof.
“Class
M-1 Certificate”: Any one of the Class M-1 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-5 and evidencing (i) a Regular Interest in REMIC III, (ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
M-2 Certificate”: Any one of the Class M-2 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-6 and evidencing (i) a Regular Interest in REMIC III, (ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
M-3 Certificate”: Any one of the Class M-3 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-7 and evidencing (i) a Regular Interest in REMIC III, (ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
M-4 Certificate”: Any one of the Class M-4 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-8 and evidencing (i) a Regular Interest in REMIC III, (ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
M-4 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the aggregate
Certificate Principal Balance of the Sequential Class M Certificates (after
taking into account the distribution of the Sequential Class M Principal
Distribution Amount on such Distribution Date) and (iii) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 79.80%
and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the excess of the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) over $1,877,372.91.
“Class
M-5 Certificate”: Any one of the Class M-5 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-9 and evidencing (i) a Regular Interest in REMIC III, (ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
M-5 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the aggregate
Certificate Principal Balance of the Sequential Class M Certificates (after
taking into account the distribution of the Sequential Class M Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date) and (iv) the Certificate Principal Balance of the Class M-5 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 83.20%
and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the excess of the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) over $1,877,372.91.
“Class
M-6 Certificate”: Any one of the Class M-6 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-10 and evidencing (i) a Regular Interest in REMIC III,
(ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
M-6 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the aggregate
Certificate Principal Balance of the Sequential Class M Certificates (after
taking into account the distribution of the Sequential Class M Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (v) the Certificate Principal
Balance of the Class M-6 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 86.50%
and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the excess of the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) over $1,877,372.91.
“Class
M-7 Certificate”: Any one of the Class M-7 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-11 and evidencing (i) a Regular Interest in REMIC III,
(ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
M-7 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the aggregate
Certificate Principal Balance of the Sequential Class M Certificates (after
taking into account the distribution of the Sequential Class M Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (vi) the Certificate Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 89.50%
and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the excess of the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) over $1,877,372.91.
“Class
M-8 Certificate”: Any one of the Class M-8 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-12 and evidencing (i) a Regular Interest in REMIC III,
(ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
M-8 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the aggregate
Certificate Principal Balance of the Sequential Class M Certificates (after
taking into account the distribution of the Sequential Class M Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (vii) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 92.10%
and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the excess of the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) over $1,877,372.91.
“Class
M-9 Certificate”: Any one of the Class M-9 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-13 and evidencing (i) a Regular Interest in REMIC III,
(ii)
the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation
to pay the Class IO Distribution Amount.
“Class
M-9 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the aggregate
Certificate Principal Balance of the Sequential Class M Certificates (after
taking into account the distribution of the Sequential Class M Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date) and (viii) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 94.10% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the excess of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) over
$1,877,372.91.
“Class
M-10 Certificate”: Any one of the Class M-10 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-14 and evidencing (i) a Regular Interest in
REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-10 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the aggregate
Certificate Principal Balance of the Sequential Class M Certificates (after
taking into account the distribution of the Sequential Class M Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-9 Certificates
(after taking into account the distribution of the Class M-9 Principal
Distribution Amount on such Distribution Date) and (ix) the Certificate
Principal Balance of the Class M-10 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 95.20% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the excess of the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) over $1,877,372.91.
“Class
M-11 Certificate”: Any one of the Class M-11 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-15 and evidencing (i) a Regular Interest in
REMIC III, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-11 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the aggregate
Certificate Principal Balance of the Sequential Class M Certificates (after
taking into account the distribution of the Sequential Class M Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-9 Certificates
(after taking into account the distribution of the Class M-9 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-10 Certificates (after taking into account the
distribution of the Class M-10 Principal Distribution Amount on such
Distribution Date) and (x) the Certificate Principal Balance of the Class M-11
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 97.10% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess of the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) over $1,877,372.91.
“Class
P
Certificate”: Any one of the Class P Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-18 and evidencing a Regular Interest in REMIC V for purposes of
the
REMIC Provisions.
“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”: Any one of the Class R Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-19 and evidencing the ownership of the Class R-I Interest, the
Class R-II Interest and the Class R-III Interest.
“Class
R-X Certificate”: The Class R-X Certificate executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-20 and evidencing the ownership of the Class R-IV Interest, the
Class R-V Interest and the Class R-VI 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
SWAP-IO Interest”: An uncertificated interest in the Trust Fund evidencing a
Regular Interest in REMIC III.
“Closing
Date”: October 31, 2006.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collection
Account”: The account or accounts created and maintained, or caused to be
created and maintained, by the Servicer pursuant to Section 3.10(a), which
shall
be entitled “Ocwen Loan Servicing, LLC, as Servicer for U.S. Bank National
Association, as Trustee, in trust for the registered holders of MASTR Asset
Backed Securities Trust 2006-AM3, Mortgage Pass-Through Certificates.” The
Collection Account must be an Eligible Account
“Combined
Loan-to-Value Ratio”: With respect to any second lien Mortgage Loan and as of
any date of determination, the fraction, expressed as a percentage, the
numerator of which is the sum of (i) the principal balance of the related
Mortgage Loan at such date and (ii) the principal balance of any related first
lien Mortgage Loan and the denominator of which is the Value of the related
Mortgaged Property
“Commission”:
The U.S. Securities and Exchange Commission.
“Compensating
Interest”: With respect to the Servicer and any Principal Prepayment, the amount
in respect of Prepayment Interest Shortfalls required to be paid by the Servicer
pursuant to Section 3.24 from its own funds without right of reimbursement
and
with respect to the Master Servicer, the amount in respect of Prepayment
Interest Shortfalls required to be paid by the Master Servicer pursuant to
Section 3A.10 from its own funds without right of reimbursement except as
provided in Section 3A.10, in each case, up to the aggregate compensation
payable to the Servicer or the Master Servicer, as applicable, for the related
collection period under this Agreement.
“Compensating
Interest Payment”: As defined in Section 3.24.
“Corporate
Trust Office”: The principal corporate trust office of the Trustee or the Trust
Administrator, as the case may be, at which at any particular time its corporate
trust business in connection with this Agreement shall be administered, which
office at the date of the execution of this instrument is located at (i) with
respect to the Trustee, U.S. Bank National Association, 00 Xxxxxxxxxx Xxxxxx,
XX-XX-XX0X,
Xx.
Xxxx, Xxxxxxxxx 00000, Attention: Structured Finance/MASTR 2006-AM3, or at
such
other address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor, the Servicer, the Master Servicer, the
Originator, and the Trust Administrator, or (ii) with respect to the Trust
Administrator, (A) for Certificate transfer and surrender purposes, Xxxxx Fargo
Bank, N.A., Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: Corporate Trust Services—MASTR 2006-AM3 and (B) for all other
purposes, Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx
00000, Attention: Corporate Trust Services—MASTR 2006-AM3, or in each case at
such other address as the Trust Administrator may designate from time to time
by
notice to the Certificateholders, the Depositor, the Servicer, the Master
Servicer, the Originator and the Trustee.
“Corresponding
Certificate”: With respect to each REMIC II Regular Interest set forth below,
the corresponding Regular Certificate set forth in the table below:
|
REMIC
II Regular Interest
|
Regular
Certificate
|
|
II-LTA1
|
Class
A-1
|
|
II-LTA2
|
Class
X-0
|
|
XX-XXX0
|
Xxxxx
X-0
|
|
XX-XXX0
|
Class
A-4
|
|
II-LTM1
|
Class
M-1
|
|
II-LTM2
|
Class
M-2
|
|
II-LTM3
|
Class
M-3
|
|
II-LTM4
|
Class
M-4
|
|
II-LTM5
|
Class
M-5
|
|
II-LTM6
|
Class
M-6
|
|
II-LTM7
|
Class
M-7
|
|
II-LTM8
|
Class
M-8
|
|
II-LTM9
|
Class
M-9
|
|
II-LTM10
|
Class
M-10
|
|
II-LTM11
|
Class
M-11
|
|
II-LTP
|
Class
P
|
“Credit
Enhancement Percentage”: For any Distribution Date, the percentage equivalent of
a fraction, the numerator of which is the aggregate Certificate Principal
Balance of the Mezzanine Certificates and the Class CE Certificates, and the
denominator of which is the aggregate Stated Principal Balance of the Mortgage
Loans, calculated prior to taking into account distributions of principal on
the
Mortgage Loans and distribution of the Principal Distribution Amount to the
Certificates then entitled to distributions of principal on such Distribution
Date.
“Credit
Risk Management Agreement”: The respective agreements between the Credit Risk
Manager and the Servicer and/or Master Servicer regarding the loss mitigation
and advisory services to be provided by the Credit Risk Manager.
“Credit
Risk Manager”: Risk Management Group, LLC, a New York limited liability company,
and its successors and assigns.
“Credit
Risk Manager Fee”: The amount payable to the Credit Risk Manager on each
Distribution Date as compensation for all services rendered by it in the
exercise and performance of any of the powers and duties of the Credit Risk
Manager under the Credit Risk Management Agreement and any other agreement
pursuant to which the Credit Risk Manager is to perform any duties with respect
to the Mortgage Loans, which amount shall equal one twelfth of the product
of
(i) the Credit Risk Manager Fee Rate (without regard to the words “per annum”)
and (ii) the aggregate Stated Principal Balance of the Mortgage Loans and any
related REO Properties as of the first day of the related Due
Period.
“Credit
Risk Manager Fee Rate”: 0.0100% per annum.
“Cumulative
Loss Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate amount of
Realized Losses incurred from the Cut-off Date to the last day of the preceding
calendar month and the denominator of which is the sum of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
“Custodial
Agreement”: The Custodial Agreement, dated as of October 1, 2006, between the
Trustee and Deutsche Bank National Trust Company.
“Custodian”:
The
entity acting as custodian of the Mortgage Files on behalf of and for the
benefit of the Trustee, which as of the Closing Date shall be Deutsche
Bank National Trust Company. The parties hereto acknowledge that any duties
or
actions of Deutsche Bank National Trust Company as Custodian are subject to
the
terms and provisions of the Custodial Agreement.
“Cut-off
Date”: With respect to each Original Mortgage Loan, October 1, 2006. With
respect to all Qualified Substitute Mortgage Loans, their respective dates
of
substitution. References herein to the “Cut-off Date,” when used with respect to
more than one Mortgage Loan, shall be to the respective Cut-off Dates for such
Mortgage Loans.
“Cut-off
Date Principal Balance”: With respect to any Mortgage Loan, the unpaid Stated
Principal Balance thereof as of the Cut-off Date of such Mortgage Loan (or
as of
the applicable date of substitution with respect to a Qualified Substitute
Mortgage Loan), after giving effect to scheduled payments due on or before
the
Cut-off Date, whether or not received.
“Debt
Service Reduction”: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less than
the then outstanding principal balance of the Mortgage Loan, which valuation
results from a proceeding initiated under the Bankruptcy Code.
“Definitive
Certificates”: As defined in Section 5.01(b).
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified
Substitute Mortgage Loan.
“Delinquency
Percentage”: With respect to any Distribution Date, the percentage equivalent to
a fraction, the numerator of which is the aggregate Stated Principal Balance
of
all Mortgage Loans that, as of the close of business on the last day of the
previous calendar month, are 60 or more days delinquent (including Mortgage
Loans in foreclosure, have been converted to REO Properties or are in
bankruptcy), taking into account any prepayments received through the end of
the
related Prepayment Period, and the denominator of which is the aggregate
Principal Balance of all Mortgage Loans as of the close of business on the
last
day of such month, taking into account any prepayments received through the
end
of the related Prepayment Period.
“Depositor”:
Mortgage Asset Securitization Transactions, Inc., a Delaware corporation, or
its
successor in interest.
“Depository”:
The Depository Trust Company, or any successor Depository hereafter named.
The
nominee of the initial Depository, for purposes of registering those
Certificates that are to be Book-Entry Certificates, is Cede & Co. The
Depository shall at all times be a “clearing corporation” as defined in Section
8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended.
“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”: With respect to any Distribution Date, the 15th
day of
the calendar month in which such Distribution Date occurs or, if such
15th
day is
not a Business Day, the Business Day immediately preceding such 15th
day.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by REMIC I other than through an Independent
Contractor; provided, however, that the Trustee (or the Servicer or the Master
Servicer on behalf of the Trustee) shall not be considered to Directly Operate
an REO Property solely because the Trustee (or the Servicer or the Master
Servicer on behalf of the Trustee) establishes rental terms, chooses tenants,
enters into or renews leases, deals with taxes and insurance, or makes decisions
as to repairs or capital expenditures with respect to such REO
Property.
“Discount
Factor”: With
respect to each Distribution Date, the product of each Projected Zero Factor
for
each preceding Distribution Date, including such Distribution Date, with the
Projected Zero Factor for the Significance Percentage Calculation Date equal
to
1.
“Disqualified
Organization”: Any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for Xxxxxxx Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) any foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers’ cooperatives described in Section 521 of the
Code) which is exempt from the tax imposed by Chapter 1 of the Code (including
the tax imposed by Section 511 of the Code on unrelated business taxable
income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, (v) an “electing large partnership” and
(vi) any other Person so designated by the Trustee or the Trust Administrator
based upon an Opinion of Counsel that the holding of an Ownership Interest
in a
Residual Certificate by such Person may cause any Trust REMIC or any Person
having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest
in
a Residual Certificate to such Person. The terms “United States,” “State” and
“international organization” shall have the meanings set forth in
Section 7701 of the Code or successor provisions.
“Distribution
Account”: The trust account or accounts created and maintained by the Trust
Administrator pursuant to Section 3A.11 which shall be entitled “Xxxxx
Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders
of
MASTR Asset Backed Securities Trust 2006-AM3, Mortgage Pass-Through
Certificates, Series 2006-AM3—Distribution Account.” The Distribution Account
must be an Eligible Account.
“Distribution
Date”: The 25th
day of
any month, or if such 25th
day is
not a Business Day, the Business Day immediately following such 25th
day,
commencing in November 2006.
“Due
Date”: With respect to each Distribution Date, the first day of the calendar
month in which such Distribution Date occurs, which is generally the day of
the
month on which the Monthly Payment is due on a Mortgage Loan, exclusive of
any
days of grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the month immediately preceding the month in which such
Distribution Date occurs and ending on the related Due Date.
“Eligible
Account”: Any of (i) an account or accounts maintained with a federal or state
chartered depository institution or trust company the short-term unsecured
debt
obligations of which (or, in the case of a depository institution or trust
company that is the principal subsidiary of a holding company, the short-term
unsecured debt obligations of such holding company) are rated P-1 by Xxxxx’x or
A-1+ by S&P (or comparable ratings if Xxxxx’x and S&P are not the Rating
Agencies) at the time any amounts are held on deposit therein, (ii) with respect
to any escrow account, an account or accounts the deposits in which are fully
insured by the FDIC (to the limits established by such corporation), the
uninsured deposits in which account are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to the NIMS Insurer, the Trust
Administrator, the Trustee and to each Rating Agency, the Certificateholders
will have a claim with respect to the funds in such account or a perfected
first
priority security interest against such collateral (which shall be limited
to
Permitted Investments) securing such funds that is superior to claims of any
other depositors or creditors of the depository institution with which such
account is maintained, (iii) a trust account or accounts maintained with the
trust department of a federal or state chartered depository institution,
national banking association or trust company acting in its fiduciary capacity
or (iv) an account otherwise acceptable to the NIMS Insurer and to each Rating
Agency without reduction or withdrawal of their then current ratings of the
Certificates as evidenced by a letter from each Rating Agency to the Trust
Administrator, the Trustee and the NIMS Insurer. Eligible Accounts may bear
interest.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Estate
in Real Property”: A fee simple estate in a parcel of land.
“Excess
Overcollateralized Amount”: With respect to the Class A Certificates and the
Mezzanine Certificates and any Distribution Date, the excess, if any, of (i)
the
Overcollateralized Amount for such Distribution Date, assuming that 100% of
the
Principal Remittance Amount is applied as a principal distribution on such
Distribution Date over (ii) the Overcollateralization Target Amount for such
Distribution Date.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder.
“Extra
Principal Distribution Amount”: With respect to any Distribution Date, the
lesser of (x) the sum of (i) Monthly Interest Distributable Amount payable
on
the Class CE Certificates on such Distribution Date as reduced by Realized
Losses allocated thereto with respect to such Distribution Date pursuant to
Section 4.04 and (ii) any amounts received under the Interest Rate Swap
Agreement or the Cap Contract for this purpose and (y) the Overcollateralization
Deficiency Amount for such Distribution Date.
“Extraordinary
Trust Fund Expense”: Any amounts reimbursable to the Master Servicer pursuant to
Section 3A.03 or Section 6.03, to the Trustee pursuant to Section 3.06
or Section 7.02, to the Servicer, the Trustee or the Trust Administrator, or
any
director, officer, employee or agent of the Trustee or the Trust Administrator
from the Trust Fund pursuant to Section 6.03, Section 8.05 or
Section 10.01(c) and any amounts payable from the Distribution Account in
respect of taxes pursuant to Section 10.01(g)(iii).
“Xxxxxx
Xxx”: Xxxxxx Xxx, formally known as the Federal National Mortgage Association,
or any successor thereto.
“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.
“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
Property (other than a Mortgage Loan or REO Property purchased or repurchased
by
the Originator, the Seller, the Depositor, the Servicer or the NIMS Insurer
pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section
9.01), a determination made by the Servicer that all Insurance Proceeds,
Liquidation Proceeds and other payments or recoveries which the Servicer, in
its
reasonable good faith judgment, expects to be finally recoverable in respect
thereof have been so recovered. The Servicer shall maintain records, prepared
by
a Servicing Officer, of each Final Recovery Determination made thereby.
“Fixed-Rate
Mortgage Loans”: Each of the Mortgage Loans identified in the Mortgage Loan
Schedule whose Mortgage Rates remain fixed for the life of the Mortgage Loan.
“Fixed
Swap Payment”: With respect to any Distribution Date, a fixed amount equal to
the related amount set forth in the Interest Rate Swap Agreement.
“Floating
Swap Payment”: With respect to any Distribution Date, a floating amount equal to
the product of (i) one-month LIBOR (as determined pursuant to the Interest
Rate
Swap Agreement for such Distribution Date), (ii) the related Swap Notional
Amount (as defined in the Interest Rate Swap Agreement), (iii) 250 and (iv)
a
fraction, the numerator of which is the actual number of days elapsed from
and
including the previous Distribution Date to but excluding the current
Distribution Date (or, for the first Distribution Date, the actual number of
days elapsed from the Closing Date to but excluding the first Distribution
Date), and the denominator of which is 360.
“Form
8-K
Disclosure Information”: The meaning set forth in Section
4.06(a)(iii).
“Formula
Rate”: For any Distribution Date and the Class A Certificates and the Mezzanine
Certificates, the lesser of (i) One-Month LIBOR plus the related Certificate
Margin and (ii) the Maximum Cap Rate.
“Xxxxxxx
Mac”: Xxxxxxx Mac, formally known as the Federal Home Loan Mortgage Corporation,
or any successor thereto.
“Gross
Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the Index
on
each Adjustment Date in accordance with the terms of the related Mortgage Note
used to determine the Mortgage Rate for such Adjustable-Rate Mortgage
Loan.
“Highest
Priority”: As of any date of determination, the Class of Mezzanine Certificates
then outstanding with a Certificate Principal Balance greater than zero, with
the highest priority for payments pursuant to Section 4.01, in the
following order: Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
Certificates.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class CE
Certificates, the Class P Certificates, the Class R Certificates and/or the
Class R-X Certificates (or any portion thereof) which may or may not be
guaranteed by the NIMS Insurer.
“Independent”:
When
used
with respect to any accountants, a Person who is “independent” within the
meaning of Rule 2-01(B) of the Securities and Exchange Commission’s Regulation
S-X. Independent means, when used with respect to any other Person, a Person
who
(A) is in fact independent of another specified Person and any affiliate of
such
other Person, (B) does not have any material direct or indirect financial
interest in such other Person or any affiliate of such other Person, (C) is
not
connected with such other Person or any affiliate of such other Person as an
officer, employee, promoter, underwriter, trustee, partner, director or Person
performing similar functions and (D) is not a member of the immediate family
of
a Person defined in clause (B) or (C) above.
“Independent
Contractor”: Either (i) any Person (other than the Servicer or the Master
Servicer) that would be an “independent contractor” with respect to REMIC I
within the meaning of Section 856(d)(3) of the Code if REMIC I were a real
estate investment trust (except that the ownership tests set forth in that
section shall be considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as REMIC I does
not receive or derive any income from such Person and provided that the
relationship between such Person and REMIC I is at arm’s length, all within the
meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other
Person (including the Servicer and the Master Servicer) if the Trust
Administrator has received an Opinion of Counsel for the benefit of the Trustee
and the Trust Administrator to the effect that the taking of any action in
respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section 860D(a)
of the Code), or cause any income realized in respect of such REO Property
to
fail to qualify as Rents from Real Property.
“Index”:
With respect to each Adjustable Rate Mortgage Loan and with respect to each
related Adjustment Date, the index as specified in the related Mortgage
Note.
“Insurance
Proceeds”: Proceeds of any title policy, hazard policy or other insurance
policy, covering a Mortgage Loan to the extent such proceeds are not to be
applied to the restoration of the related Mortgaged Property or released to
the
Mortgagor in accordance with the procedures that the Servicer would follow
in
servicing mortgage loans held for its own account, subject to the terms and
conditions of the related Mortgage Note and Mortgage.
“Interest
Determination Date”: With respect to the Class A Certificates, the Mezzanine
Certificates, REMIC II Regular Interest II-LTA1, REMIC II Regular Interest
II-LTA2, REMIC II Regular Interest II-LTA3, REMIC II Regular Interest II-LTA4,
REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC
II
Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular
Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest
II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9,
REMIC II Regular Interest II-LTM10 and REMIC II Regular Interest II-LTM11 and
any Accrual Period therefor, the second London Business Day preceding the
commencement of such Accrual Period.
“Interest
Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross
Border) dated as of October 31, 2006 (together with the confirmation, the credit
support annex and the schedule thereto) between Bear Xxxxxxx Financial Products
Inc. and the Supplemental Interest Trust Trustee.
“Interest
Remittance Amount”: With respect to any Distribution Date, that portion of the
Available Funds for such Distribution Date attributable to interest received
or
advanced with respect to the Mortgage Loans.
“Late
Collections”: With respect to any Mortgage Loan and any Due Period, all amounts
received by the Servicer subsequent to the Determination Date immediately
following such Due Period, whether as late payments of Monthly Payments or
as
Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of principal and/or interest due (without regard to
any
acceleration of payments under the related Mortgage and Mortgage Note) but
delinquent for such Due Period and not previously recovered.
“Liquidated
Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of
which the Servicer has determined, in its reasonable judgment, as of the end
of
the related Prepayment Period, that all Liquidation Proceeds which it expects
to
recover with respect to the liquidation of the Mortgage Loan or disposition
of
the related REO Property have been recovered.
“Liquidation
Event”: With respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
as to
such Mortgage Loan; or (iii) such Mortgage Loan is removed from REMIC I by
reason of its being purchased, repurchased or replaced pursuant to or as
contemplated by Section 2.03, Section 3.16(c) or Section 9.01. With respect
to
any REO Property, either of the following events: (i) a Final Recovery
Determination is made as to such REO Property; or (ii) such REO Property is
removed from REMIC I by reason of its being purchased pursuant to Section 9.01.
“Liquidation
Proceeds”: The amount (other than amounts received in respect of the rental of
any REO Property prior to REO Disposition) received by the Servicer in
connection with (i) the taking of all or a part of a Mortgaged Property by
exercise of the power of eminent domain or condemnation, (ii) the liquidation
of
a defaulted Mortgage Loan through a trustee’s sale, foreclosure sale or
otherwise, or (iii) the purchase, repurchase or substitution of a Mortgage
Loan
or an REO Property pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 9.01.
“Loan-to-Value
Ratio”: As of any date of determination, the fraction, expressed as a
percentage, the numerator of which is the principal balance of the related
Mortgage Loan at such date and the denominator of which is the Value of the
related Mortgaged Property.
“London
Business Day”: Any day on which banks in the City of London and New York are
open and conducting transactions in United States dollars.
“Loss
Severity Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the amount of Realized
Losses incurred on a Mortgage Loan and the denominator of which is the principal
balance of such Mortgage Loan immediately prior to the liquidation of such
Mortgage Loan.
“Marker
Rate”: With respect to the Class CE Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the REMIC II
Remittance Rate for each of REMIC II Regular Interests XX-XXX0, XX-XXX0,
XX-XXX0,
XX-XXX0, II-LTM1, II-LTM2, II-LTM3, II-LTM4, II-LTM5, II-LTM6, II-LTM7, II-LTM8,
II-LTM9, II-LTM10, II-LTM11 and II-LTZZ, with the rate on each such REMIC II
Regular Interest (other than REMIC II Regular Interest II-LTZZ) subject to
a cap
equal to the lesser of (a) One-Month LIBOR plus the related Certificate Margin
and (b) the Net WAC Rate for the purpose of this calculation and with the rate
on REMIC II Regular Interest II-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 such REMIC
II Regular Interests (other than REMIC II Regular Interest II-LTZZ) shall be
multiplied by a fraction, the numerator of which is the actual number of days
elapsed in the related Accrual Period and the denominator of which is
30.
“Master
Servicer”: As of the Closing Date, Xxxxx Fargo Bank, N.A. and thereafter, its
respective successors in interest who meet the qualifications of the Master
Servicer under this Agreement or any successor appointed hereunder. The Master
Servicer and the Trust Administrator shall at all times be the same
Person.
“Master
Servicer Event of Default”: One or more of the events described in
Section 7.01(b).
“Master
Servicing Compensation”: The meaning specified in
Section 3A.09.
“Master
Servicing Fee”: With respect to each Mortgage Loan, the amount of the annual fee
paid to the Master Servicer, which shall, for a period of one full month, be
equal to one-twelfth of the product of (a) the Master Servicing Fee Rate
(without regard to the words “per annum”) and (b) the Stated Principal Balance
of such Mortgage Loan as of the first day of the related Due Period. Such fee
shall be payable monthly, computed on the basis of the same principal amount
and
period respecting which any related interest payment on a Mortgage Loan is
received.
“Master
Servicing Fee Rate”: With respect to each Mortgage Loan, the rate of 0.0100% per
annum.
“Master
Servicing Transfer Costs”: Shall mean all reasonable out-of-pocket costs and
expenses incurred by the Trustee in connection with the transfer of master
servicing from a predecessor master servicer, including, without limitation,
any
reasonable costs or expenses associated with the complete transfer of all
servicing data and master servicing data and the completion, correction or
manipulation of such servicing data as may be required by the Trustee to correct
any errors or insufficiencies in the servicing data or otherwise to enable
the
Trustee to master service the Mortgage Loans properly and
effectively.
“Maximum
Cap Rate”: For any Distribution Date with respect to the Class A Certificates
and the Mezzanine Certificates, a per annum rate equal to the sum of (i) the
product of (x) the weighted average of the Adjusted Net Maximum Mortgage Rates
of the Mortgage Loans, weighted based on their outstanding Stated Principal
Balances as of the first day of the calendar month preceding the month in which
the Distribution Date occurs and (y) a fraction, the numerator of which is
30
and the denominator of which is the actual number of days elapsed in the related
Accrual Period and (ii) (A) an amount, expressed as a percentage, equal to
a
fraction, the numerator of which is equal to the Net Swap Payment made by the
Swap Provider and the denominator of which is equal to the aggregate Stated
Principal Balance of the Mortgage Loans, multiplied by 12 and (B) an amount,
expressed as a percentage, equal to a fraction, the numerator of which is equal
to payments received under the Cap Contract and the denominator of which is
equal to the aggregate Stated Principal Balance of the Mortgage Loans,
multiplied by 12 minus (a) an amount, expressed as a percentage, equal to the
product of (I) the Net Swap Payment, if any, paid by the Trust for such
Distribution Date divided by the aggregate Stated Principal Balance of the
Mortgage Loans and (II) 12 and (b) an amount, expressed as a percentage, equal
to the product of (x) the Swap Termination Payment, if any, due from the Trust
(other than any Swap Termination Payment resulting from a Swap Provider Trigger
Event) for such Distribution Date, divided by the aggregate Stated Principal
Balance of the Mortgage Loans and (y) 12.
“Maximum
II-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 II-LTZZ for such Distribution
Date
on a balance equal to the Uncertificated Balance of REMIC II Regular Interest
II-LTZZ minus the REMIC II Overcollateralization Amount, in each case for such
Distribution Date, over (ii) Uncertificated Interest on REMIC II Regular
Interest II-LTA1, REMIC II Regular Interest II-LTA2, REMIC II Regular Interest
II-LTA3, REMIC II Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC
II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10
and REMIC II Regular Interest II-LTM11 for such Distribution Date, with the
rate
on each such REMIC II Regular Interest subject to a cap equal to the lesser
of
(a) One-Month LIBOR plus the related Certificate Margin and (b) the Net WAC
Rate; provided, however, each cap shall be multiplied by a fraction, the
numerator of which is the actual number of days elapsed in the related Accrual
Period and the denominator of which is 30.
“Maximum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.
“MERS”:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
“MERS®
System”: The system of recording transfers of Mortgages electronically
maintained by MERS.
“Mezzanine
Certificate”: Any Class M-1 Certificate, Class M-2 Certificate, Class M-3
Certificate, Class M-4 Certificate, Class M-5 Certificate, Class M-6
Certificate, Class M-7 Certificate, Class M-8 Certificate, Class M-9
Certificate, Class M-10 Certificate or Class M-11 Certificate.
“MIN”:
The Mortgage Identification Number for Mortgage Loans registered with MERS
on
the MERS® System.
“Minimum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.
“MOM
Loan”: With respect to any Mortgage Loan, MERS acting as the mortgagee of such
Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and
its successors and assigns, at the origination thereof.
“Monthly
Interest Distributable Amount”: With respect to the Class A Certificates, the
Mezzanine Certificates and the Class CE Certificates and any Distribution Date,
the amount of interest accrued during the related Accrual Period at the related
Pass-Through Rate on the Certificate Principal Balance (or Notional Amount
in
the case of the Class CE Certificates) of such Class immediately prior to such
Distribution Date, reduced (to not less than zero) by any Prepayment Interest
Shortfalls (to the extent not covered by payments made by the Servicer or the
Master Servicer) and Relief Act Interest Shortfalls (allocated to each such
Certificate based on its respective entitlements to interest irrespective of
any
Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such
Distribution Date).
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by the related
Mortgagor from time to time under the related Mortgage Note, determined: (a)
after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
with respect to such Mortgage Loan and (ii) any reduction in the amount of
interest collectible from the related Mortgagor pursuant to the Relief Act;
(b)
without giving effect to any extension granted or agreed to by the Servicer
pursuant to Section 3.07 and (c) on the assumption that all other amounts,
if
any, due under such Mortgage Loan are paid when due.
“Monthly
Statement”: The statement prepared by the Trust Administrator pursuant to
Section 4.02.
“Moody’s”:
Xxxxx’x Investors Service, Inc. or its successor in interest.
“Mortgage”:
The mortgage, deed of trust or other instrument creating a first or second
lien
on, or first or second priority security interest in, a Mortgaged 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 required to be added
to
the Mortgage File pursuant to this Agreement.
“Mortgage
Loan”: Any Adjustable-Rate Mortgage Loan or Fixed-Rate Mortgage Loan transferred
and assigned to the Trustee and delivered to the Trustee pursuant to Section
2.01 or Section 2.03(b) of this Agreement as held from time to time as a part
of
the Trust, the Mortgage Loans so held being identified in the Mortgage Loan
Schedule.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I
on such date, attached hereto as Schedule 1. The Mortgage Loan Schedule shall
set forth the following information with respect to each Mortgage
Loan:
(i) the
Mortgage Loan identifying number;
(ii) [reserved];
(iii) the
state
and zip code of the Mortgaged Property;
(iv) a
code
indicating whether the Mortgaged Property was represented by the borrower,
at
the time of origination, as being owner-occupied;
(v) the
type
of Residential Dwelling constituting the Mortgaged Property;
(vi) the
original months to maturity;
(vii) the
stated remaining months to maturity from the Cut-off Date based on the original
amortization schedule;
(viii) the
Loan-to-Value Ratio or Combined Loan-to-Value Ratio, as applicable, at
origination;
(ix) the
Mortgage Rate in effect immediately following the Cut-off Date;
(x) the
date
on which the first Monthly Payment was due on the Mortgage Loan;
(xi) the
stated maturity date;
(xii) the
amount of the Monthly Payment at origination;
(xiii) the
amount of the Monthly Payment due on the first Due Date after the Cut-off
Date;
(xiv) the
last
Due Date on which a Monthly Payment was actually applied to the unpaid Stated
Principal Balance;
(xv) the
original principal amount of the Mortgage Loan;
(xvi) the
Stated Principal Balance of the Mortgage Loan as of the close of business on
the
Cut-off Date;
(xvii) a
code
indicating the purpose of the Mortgage Loan (i.e.,
purchase financing, rate/term refinancing, cash-out refinancing);
(xviii) the
Mortgage Rate at origination;
(xix) a
code
indicating the documentation program (i.e.,
full
documentation, limited documentation, stated income documentation);
(xx) the
risk
grade assigned by the Originator;
(xxi) the
Value
of the Mortgaged Property;
(xxii) the
sale
price of the Mortgaged Property, if applicable;
(xxiii) the
actual unpaid principal balance of the Mortgage Loan as of the Cut-off
Date;
(xxiv) the
type
and term of the related Prepayment Charge;
(xxv) the
rounding code;
(xxvi) the
program code;
(xxvii) a
code
indicating the lien priority for Mortgage Loans;
(xxviii)
with
respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Rate, the
Maximum Mortgage Rate, the Gross Margin, the next Adjustment Date and the
Periodic Rate Cap;
(xxix) the
credit score (“FICO”) of such Mortgage Loan; and
(xxx) the
total
amount of points and fees charged such Mortgage Loan.
The
Mortgage Loan Schedule shall set forth the following information with respect
to
the Mortgage Loans in the aggregate as of the Cut-off Date: (1) the number
of
Mortgage Loans (separately identifying the number of Fixed-Rate Mortgage Loans
and the number of Adjustable-Rate Mortgage Loans); (2) the current Stated
Principal Balance of the Mortgage Loans; (3) the weighted average Mortgage
Rate
of the Mortgage Loans and (4) the weighted average maturity of the Mortgage
Loans. The Mortgage Loan Schedule shall be amended from time to time by the
Depositor in accordance with the provisions of this Agreement. With respect
to
any Qualified Substitute Mortgage Loan, the Cut-off Date shall refer to the
related Cut-off Date for such Mortgage Loan, determined in accordance with
the
definition of Cut-off Date herein.
“Mortgage
Note”: The original executed note or other evidence of the indebtedness of a
Mortgagor under a Mortgage Loan.
“Mortgage
Pool”: The pool of Mortgage Loans, identified on the Mortgage Loan Schedule and
existing from time to time thereafter, and any REO Properties acquired in
respect thereof.
“Mortgage
Rate”: With respect to each Mortgage Loan, the annual rate at which interest
accrues on such Mortgage Loan from time to time in accordance with the
provisions of the related Mortgage Note, which rate with respect to the
Adjustable-Rate Mortgage Loans, (A) as of any date of determination until the
first Adjustment Date following the Cut-off Date shall be the rate set forth
in
the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following
the Cut-off Date and (B) as of any date of determination thereafter shall be
the
rate as adjusted on the most recent Adjustment Date equal to the sum, rounded
to
the nearest or next highest 0.125% as provided in the Mortgage Note, of the
Index, as most recently available as of a date prior to the Adjustment Date
as
set forth in the related Mortgage Note, plus the related Gross Margin; provided
that the Mortgage Rate on such Adjustable-Rate Mortgage Loan on any Adjustment
Date shall never be more than the lesser of (i) the sum of the Mortgage Rate
in
effect immediately prior to the Adjustment Date plus the related Periodic Rate
Cap, if any, and (ii) the related Maximum Mortgage Rate, and shall never be
less
than the greater of (i) the Mortgage Rate in effect immediately prior to the
Adjustment Date less the Periodic Rate Cap, if any, and (ii) the related Minimum
Mortgage Rate. With respect to each Mortgage Loan that becomes an REO Property,
as of any date of determination, the annual rate determined in accordance with
the immediately preceding sentence as of the date such Mortgage Loan became
an
REO Property.
“Mortgaged
Property”: The underlying property securing a Mortgage Loan, including any REO
Property, consisting of an Estate in Real Property improved by a Residential
Dwelling.
“Mortgagor”:
The obligor on a Mortgage Note.
“Net
Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other
disposition of the related Mortgaged Property (including REO Property) the
related Liquidation Proceeds and Insurance Proceeds net of Advances, Servicing
Advances, Servicing Fees and any other accrued and unpaid servicing fees
received and retained in connection with the liquidation of such Mortgage Loan
or related Mortgaged Property and any amounts due on such Mortgage Loans on
or
prior to the Cut-off Date.
“Net
Monthly Excess Cashflow”: With respect to each Distribution Date, the sum of (a)
any Overcollateralization Release Amount for such Distribution Date and (b)
the
excess of (x) Available Funds for such Distribution Date over (y) the sum for
such Distribution Date of (A) the Monthly Interest Distributable Amounts for
the
Class A Certificates and the Mezzanine Certificates, (B) the Unpaid Interest
Shortfall Amounts for the Class A Certificates and (C) the Principal Remittance
Amount.
“Net
Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property)
as of any date of determination, a per annum rate of interest equal to the
then
applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee Rate
and
the Master Servicing Fee Rate.
“Net
Swap
Payment”: In the case of payments made by the Swap Administrator, the excess, if
any, of (x) the Fixed Swap Payment over (y) the Floating Swap Payment and in
the
case of payments made by the Swap Provider, the excess, if any, of (x) the
Floating Swap Payment over (y) the Fixed Swap Payment. In each case, the Net
Swap Payment shall not be less than zero.
“Net
WAC
Rate”: For any Distribution Date with respect to the Class A Certificates and
the Mezzanine Certificates, a per annum rate equal to the product of (x) the
weighted average of the Adjusted Net Mortgage Rates of the Mortgage Loans,
weighted based on their outstanding Principal Balances as of the first day
of
the calendar month preceding the month in which the Distribution Date occurs
minus (i) an amount, expressed as a percentage, equal to the product of (A)
the
Net Swap Payment, if any, paid by the Trust for such Distribution Date divided
by the aggregate Stated Principal Balance of the Mortgage Loans and (B) 12
and
(ii) an amount, expressed as a percentage, equal to the product of (A) the
Swap
Termination Payment, if any, due from the Trust (other than any Swap Termination
Payment resulting from a Swap Provider Trigger Event) for such Distribution
Date, divided by the aggregate Stated Principal Balance of the Mortgage Loans
and (B) 12, and (y) a fraction, the numerator of which is 30 and the denominator
of which is the actual number of days elapsed in the related Accrual
Period.
“Net
WAC
Rate Carryover Amount”: With respect to the Class A Certificates and the
Mezzanine Certificates and any Distribution Date, the sum of (A) the positive
excess of (i) the amount of interest accrued on such Class of Certificates
on
such Distribution Date calculated at the related Formula Rate, over (ii) the
amount of interest accrued on such Class of Certificates at the Net WAC Rate
for
such Distribution Date and (B) the Net WAC Rate Carryover Amount for the
previous Distribution Date not previously paid, together with interest thereon
at a rate equal to the Formula Rate for such Class of Certificates for such
Distribution Date and for such Accrual Period.
“Net
WAC
Rate Carryover Reserve Account”: The account established and maintained pursuant
to Section 4.07.
“New
Lease”: Any lease of REO Property entered into on behalf of REMIC I, including
any lease renewed or extended on behalf of REMIC I, if REMIC I has the right
to
renegotiate the terms of such lease.
“NIMS
Insurer”: Any insurer that is guaranteeing certain payments under notes secured
by collateral which includes all or a portion of the Class CE Certificates,
the
Class P Certificates, the Class R Certificates and/or the Class R-X
Certificates.
“Nonrecoverable
Advance”: Any Advance previously made or proposed to be made in respect of a
Mortgage Loan or REO Property that, in the good faith business judgment of
the
Servicer or the Master Servicer, as applicable, will not or, in the case of
a
proposed Advance, would not be ultimately recoverable from related Late
Collections, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan
or
REO Property as provided herein.
“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made
in respect of a Mortgage Loan or REO Property that, in the good faith business
judgment of the Servicer, will not or, in the case of a proposed Servicing
Advance, would not be ultimately recoverable from related Late Collections,
Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property
as provided herein.
“Non-United
States Person”: Any Person other than a United States Person.
“Notional
Amount”: With respect to the Class CE Interest and any Distribution Date, the
aggregate Uncertificated Balance of the REMIC II Regular Interests (other than
REMIC II Regular Interest II-LTP) for such Distribution Date.
“Officer’s
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president (however denominated),
and by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries of the Servicer, the Master Servicer, the Originator,
the
Seller or the Depositor, as applicable.
“One-Month
LIBOR”: With respect to the Class A Certificates, the Mezzanine Certificates,
REMIC II Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2,
REMIC
II
Regular Interest II-LTA3,
REMIC
II Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
II
Regular Interest II-LTM6,
REMIC
II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular
Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular Interest
II-LTM11 and any Accrual Period therefor, the rate determined by the Trust
Administrator on the related Interest Determination Date on the basis of the
offered rate for one-month U.S. dollar deposits, as such rate appears on
Telerate Page 3750 as of 11:00 a.m. (London time) on such Interest Determination
Date; provided that if such rate does not appear on Telerate Page 3750, the
rate
for such date will be determined on the basis of the offered rates of the
Reference Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London
time) on such Interest Determination Date. In such event, the Trust
Administrator will request the principal London office of each of the Reference
Banks to provide a quotation of its rate. If on such Interest Determination
Date, two or more Reference Banks provide such offered quotations, One-Month
LIBOR for the related Accrual Period shall be the arithmetic mean of such
offered quotations (rounded upwards if necessary to the nearest whole multiple
of 1/16%). If on such Interest Determination Date, fewer than two Reference
Banks provide such offered quotations, One-Month LIBOR for the related Accrual
Period shall be the higher of (i) One-Month LIBOR as determined on the previous
Interest Determination Date and (ii) the Reserve Interest Rate. Notwithstanding
the foregoing, if, under the priorities described above, One-Month LIBOR for
an
Interest Determination Date would be based on One-Month LIBOR for the previous
Interest Determination Date for the third consecutive Interest Determination
Date, the Trust Administrator shall select, after consultation with the NIMS
Insurer, an alternative comparable index (over which the Trust Administrator
has
no control), used for determining one-month Eurodollar lending rates that is
calculated and published (or otherwise made available) by an independent
party.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be
salaried counsel for the Depositor, the Seller, the Servicer or the Master
Servicer, acceptable to the Trustee, if such opinion is delivered to the
Trustee, or acceptable to the Trust Administrator, if such opinion is delivered
to the Trust Administrator, except that any opinion of counsel relating to
(a)
the qualification of any Trust REMIC as a REMIC or (b) compliance with the
REMIC
Provisions must be an opinion of Independent counsel.
“Original
Mortgage Loan”: Any of the Mortgage Loans included in REMIC I as of the Closing
Date.
“Originator”:
Aames Capital Corporation.
“Originator
Master Agreement”: The Master Seller’s Purchase, Warranties and Interim
Servicing Agreement, dated as of April 1, 2006, between the Seller and the
Originator, as amended.
“Originator
Prepayment Charge Payment Amount”: The amounts payable by the Originator in
respect of any waived Prepayment Charges pursuant to Section 3.01.
“Overcollateralization
Deficiency Amount”: With respect to any Distribution Date, the amount, if any,
by which the Overcollateralization Target Amount exceeds the Overcollateralized
Amount on such Distribution Date (after giving effect to distributions in
respect of the Principal Remittance Amount on such Distribution Date).
“Overcollateralization
Release Amount”: With respect to any Distribution Date, the lesser of (x) the
Principal Remittance Amount for such Distribution Date and (y) the Excess
Overcollateralized Amount.
“Overcollateralization
Target Amount”: With respect to any Distribution Date, (i) 1.45%
of the
Cut-off Date Principal Balance of the Mortgage Loans, (ii) on or after the
Stepdown Date provided that a Trigger Event is not in effect, the greater of
(x)
2.90% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (y) an amount equal to approximately 0.50% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date, or (iii) on
or
after the Stepdown Date if a Trigger Event is in effect, the
Overcollateralization Target Amount for the immediately preceding Distribution
Date. On and after any Distribution Date following the reduction of the
aggregate Certificate Principal Balance of the Class A Certificates and the
Mezzanine Certificates to zero, the Overcollateralization Target Amount shall
be
zero.
“Overcollateralized
Amount”: For any Distribution Date, the amount equal to (i) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) as
of
the related Determination Date minus (ii) the aggregate Certificate Principal
Balance of the Class A Certificates, the Mezzanine Certificates and the Class
P
Certificates as of such Distribution Date after giving effect to distributions
to be made on such Distribution Date.
“Ownership
Interest”: As to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof
and any other interest therein, whether direct or indirect, legal or beneficial,
as owner or as pledgee.
“Pass-Through
Rate”: With respect to the Class A Certificates and the Mezzanine Certificates
and any Distribution Date, a rate per annum equal to the lesser of (i) the
related Formula Rate for such Distribution Date and (ii) the Net WAC Rate for
such Distribution Date.
With
respect to the Class CE Interest and any Distribution Date, a rate per annum
equal to the percentage equivalent of a fraction, the numerator of which is
(x)
the sum of (i) 100% of the interest on REMIC II Regular Interest II-LTP and
(ii)
interest on the Uncertificated Balance of each REMIC II Regular Interest listed
in clause (y) at a rate equal to the related REMIC II Remittance Rate minus
the
Marker Rate and the denominator of which is (y) the aggregate Uncertificated
Balance of REMIC II Regular Interests XX-XXXX, XX-XXX0, XX-XXX0, XX-XXX0,
XX-XXX0, II-LTM1,
II-LTM2, II-LTM3, II-LTM4, II-LTM5, II-LTM6, II-LTM7, II-LTM8, II-LTM9,
II-LTM10, II-LTM11 and II-LTZZ.
With
respect to the Class CE Certificates, 100% of the interest distributable to
the
Class CE Interest, expressed as a per annum rate.
With
respect to the Class SWAP-IO Interest, the Class 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 REMIC II Regular Interest II-LTIO for such Distribution Date.
“Percentage
Interest”: With respect to any Class of Certificates (other than the Residual
Certificates), the undivided percentage ownership in such Class evidenced by
such Certificate, expressed as a percentage, the numerator of which is the
initial Certificate Principal Balance or Notional Amount represented by such
Certificate and the denominator of which is the aggregate initial Certificate
Principal Balance or Notional Amount of all of the Certificates of such Class.
The Class A Certificates and the Mezzanine Certificates are issuable only in
minimum Percentage Interests corresponding to minimum initial Certificate
Principal Balances of $25,000 and integral multiples of $1.00 in excess thereof.
The Class P Certificates are issuable only in Percentage Interests corresponding
to initial Certificate Principal Balances of $20 and integral multiples thereof.
The Class CE Certificates are issuable only in minimum Percentage Interests
corresponding to minimum initial Certificate Principal Balances of $10,000
and
integral multiples of $1.00 in excess thereof; provided, however, that a single
Certificate of each such Class of Certificates may be issued having a Percentage
Interest corresponding to the remainder of the aggregate initial Certificate
Principal Balance or Notional Amount of such Class or to an otherwise authorized
denomination for such Class plus such remainder. With respect to any Residual
Certificate, the undivided percentage ownership in such Class evidenced by
such
Certificate, as set forth on the face of such Certificate. The Residual
Certificates are issuable in Percentage Interests of 20% and multiples
thereof.
“Periodic
Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
Date therefor, the fixed percentage set forth in the related Mortgage Note,
which is the maximum amount by which the Mortgage Rate for such Mortgage Loan
may increase or decrease (without regard to the Maximum Mortgage Rate or the
Minimum Mortgage Rate) on such Adjustment Date (other than the first Adjustment
Date) from the Mortgage Rate in effect immediately prior to such Adjustment
Date.
“Permitted
Investments”: Any one or more of the following obligations or securities
acquired at a purchase price of not greater than par, regardless of whether
issued or managed by the Depositor, the Servicer, the Master Servicer, the
NIMS
Insurer, the Trustee, the Trust Administrator or any of their respective
Affiliates or for which an Affiliate of the NIMS Insurer, the Trustee or the
Trust Administrator serves as an advisor:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) (A)
demand and time deposits in, certificates of deposit of, bankers’ acceptances
issued by or federal funds sold by any depository institution or trust company
(including the Trustee or its agent acting in their respective commercial
capacities) incorporated under the laws of the United States of America or
any
state thereof and subject to supervision and examination by federal and/or
state
authorities, so long as, at the time of such investment or contractual
commitment providing for such investment, such depository institution or trust
company (or, if the only Rating Agency is S&P, in the case of the principal
depository institution in a depository institution holding company, debt
obligations of the depository institution holding company) or its ultimate
parent has a short-term uninsured debt rating in the highest available rating
category of Xxxxx’x and S&P and provided that each such investment has an
original maturity of no more than 365 days; and provided further that, if the
only Rating Agency is S&P and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations of
such
subsidiary are not separately rated, the applicable rating shall be that of
the
bank holding company; and, provided further that, if the original maturity
of
such short-term obligations of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the short-term rating of
such
institution shall be A-1+ in the case of S&P if S&P is the Rating
Agency; and (B) any other demand or time deposit or deposit which is fully
insured by the FDIC;
(iii) repurchase
obligations with a term not to exceed 30 days with respect to any security
described in clause (i) above and entered into with a depository institution
or
trust company (acting as principal) rated A-1+ or higher by S&P and A2 or
higher by Xxxxx’x, provided, however, that collateral transferred pursuant to
such repurchase obligation must be of the type described in clause (i) above
and
must (A) be valued daily at current market prices plus accrued interest, (B)
pursuant to such valuation, be equal, at all times, to 105% of the cash
transferred by the Trustee in exchange for such collateral and (C) be delivered
to the Trustee or, if the Trustee is supplying the collateral, an agent for
the
Trustee, in such a manner as to accomplish perfection of a security interest
in
the collateral by possession of certificated securities;
(iv) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any State thereof
and that are rated by a Rating Agency in its highest long-term unsecured rating
category at the time of such investment or contractual commitment providing
for
such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 30 days after the date of acquisition thereof) that is rated by a Rating
Agency in its highest short-term unsecured debt rating available at the time
of
such investment;
(vi) units
of
money market funds, including those managed or advised by the Trust
Administrator or its Affiliates, that have been rated “AAA” by S&P and “Aaa”
by Xxxxx’x; and
(vii) if
previously confirmed in writing to the Trustee and the Trust Administrator
and
consented to by the NIMS Insurer, any other demand, money market or time
deposit, or any other obligation, security or investment, as may be acceptable
to the Rating Agencies in writing as a permitted investment of funds backing
securities having ratings equivalent to its highest initial rating of the Class
A Certificates;
provided,
that no instrument described hereunder shall evidence either the right to
receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of
the
yield to maturity at par of the underlying obligations.
“Permitted
Transferee”: Any Transferee of a Residual Certificate other than a Disqualified
Organization or Non-United States Person.
“Person”:
Any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
“Plan”:
Any employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject
to
ERISA or Section 4975 of the Code.
“Prepayment
Assumption”: As defined in the Prospectus Supplement.
“Prepayment
Charge”: With respect to any Mortgage and Prepayment Period, any prepayment
premium, fee, penalty or charge payable by a Mortgagor in connection with any
full or partial Principal Prepayment on a Mortgage Loan pursuant to the terms
of
the related Mortgage Note and any Originator Prepayment Charge Payment Amount
(other than any Servicer Prepayment Charge Payment Amount).
“Prepayment
Charge Schedule”: As of any date, the list of Prepayment Charges on the Mortgage
Loans provided by the Depositor included in REMIC I on such date, attached
hereto as Schedule 2 (including the Prepayment Charge Summary attached thereto).
The Prepayment Charge Schedule shall set forth the following information with
respect to each related Mortgage Loan:
(i) the
Mortgage Loan identifying number;
(ii) a
code
indicating the type of Prepayment Charge;
(iii) the
state
of origination of the related Mortgage Loan;
(iv) the
date
on which the first monthly payment was due on the related Mortgage
Loan;
(v) the
term
of the related Mortgage Loan; and
(vi) the
Stated Principal Balance of the related Mortgage Loan as of the Cut-off
Date.
The
Prepayment Charge Schedule shall be amended from time to time by the Depositor
in accordance with the provisions of this Agreement and a copy of such amended
Prepayment Charge Schedule shall be furnished by the Depositor to the NIMS
Insurer and the Servicer.
“Prepayment
Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan
that was the subject of a Principal Prepayment in full during the portion of
the
related Prepayment Period commencing on the first day of the calendar month
in
which the Distribution Date occurs and ending on the last day of the related
Prepayment Period, an amount equal to interest (to the extent received) at
the
applicable Net Mortgage Rate on the amount of such Principal Prepayment for
the
number of days commencing on the first day of the calendar month in which such
Distribution Date occurs and ending on the date on which such prepayment is
so
applied.
“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
Loan that was the subject of a voluntary Principal Prepayment during the portion
of the related Prepayment Period commencing on the first day of the related
Prepayment Period and ending on the last day of the calendar month preceding
the
month in which such Distribution Date occurs, an amount equal to interest on
the
Mortgage Loan at the applicable Net Mortgage Rate on the amount of such
Principal Prepayment for the number of days commencing on the date such
Principal Prepayment was applied and ending on the last day of the calendar
month preceding the month in which such Distribution Date occurs.
“Prepayment
Period”: With respect to each Distribution
Date and any Principal Prepayment in full, the
period commencing on the 16th day of the calendar month preceding the related
Distribution Date (and in the case of the first Distribution Date, commencing
on
October 1, 2006) and ending on the 15th day of the calendar month in which
such
Distribution Date occurs and for any Distribution Date and any Principal
Prepayment in part, the calendar month preceding the calendar month in which
such Distribution Date occurs.
“Present
Value Maximum Probable Exposure”: With
respect to each Distribution
Date, the sum of each Present Value Probable Cash Flow from, and including,
such
Distribution Date to, and including, the Termination Date in such derivative
confirmation.
“Present
Value Probable Cash Flow”: With
respect to each Distribution
Date, the product of (i) the Probable Cash Flow and (ii) the Discount Factor
applicable for such Distribution Date.
“Principal
Balance”: As to any Mortgage Loan other than a Liquidated Mortgage Loan, and any
day, the related Cut-off Date Principal Balance, minus all collections credited
against the Cut-off Date Principal Balance of any such Mortgage Loan. For
purposes of this definition, a Liquidated Mortgage Loan shall be deemed to
have
a Principal Balance equal to the Principal Balance of the related Mortgage
Loan
as of the final recovery of related Liquidation Proceeds and a Principal Balance
of zero thereafter. As to any REO Property and any day, the Principal Balance
of
the related Mortgage Loan immediately prior to such Mortgage Loan becoming
REO
Property minus any REO Principal Amortization received with respect thereto
on
or prior to such day.
“Principal
Distribution Amount”: For any Distribution Date will be the sum of (i) the
principal portion of all scheduled monthly payments on the Mortgage Loans due
during the related Due Period, whether or not received on or prior to the
related Determination Date; (ii) the principal portion of all proceeds received
in respect of the repurchase of a Mortgage Loan (or, in the case of a
substitution, certain amounts representing a principal adjustment) during the
related Prepayment Period; (iii) the principal portion of all related Net
Liquidation Proceeds, Insurance Proceeds, Subsequent Recoveries and all full
and
partial principal prepayments, received during the related Prepayment Period,
to
the extent applied as recoveries of principal on the Mortgage Loans and (iv)
any
Extra Principal Distribution Amount for such Distribution Date minus (v) any
Overcollateralization Release Amount for such Distribution Date. In no event
will the Principal Distribution Amount with respect to any Distribution Date
be
(x) less than zero or (y) greater than the then outstanding aggregate
Certificate Principal Balance of the Class A and Mezzanine Certificates.
“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest representing the full amount of scheduled
interest due on any Due Date in any month or months subsequent to the month
of
prepayment.
“Principal
Remittance Amount”: With respect to any Distribution Date, the sum of the
amounts set forth in clauses (i) through (iii) of the definition of Principal
Distribution Amount.
“Private
Mezzanine Certificates”: The Class M-7 Certificates, Class M-10 Certificates and
Class M-11 Certificates.
“Probable
Cash Flow”: With respect to each Distribution Date, the product of (i) the
Notional Balance in such derivative confirmation for such Distribution Date,
divided by 12, and (ii) the excess, if any, of (a) the Projected Forward Rate
over (b) the cap rate, as defined in the derivative confirmation attached hereto
as Exhibit K or the fixed rate, as defined in the derivative confirmation
attached hereto as Exhibit M, as applicable. The Probable Cash Flow for each
Distribution Date that precedes the Significance Percentage Calculation Date
shall equal zero.
“Projected
Forward Rate”: With
respect to each Distribution Date, the product of (i) One Month LIBOR (expressed
as a percentage) for the related Accrual Period made available at Bloomberg
Financial Markets, L.P. ("Bloomberg") by typing in the following keystrokes:
FWCV "go"US"go"3"go" and inputting “1” as Forwards and Intervals, and (ii) the
sum of 1 and the product of (a) a percentage volatility level, linearly
interpolated based on "Mid USD Cap" volatility levels as obtained from Bloomberg
within 15 calendar days of such Distribution Date by typing the keystrokes:
TTCF
"go", 1 "go", whose maturity date corresponds to the Termination Date in such
derivative confirmation, (b) a factor of 1.3, and (c) the square root of the
number of days from the Significance Percentage Calculation Date to the first
day of the Accrual Period for each related Distribution Date divided by 360.
“Projected
Zero Factor”:
With
respect to each Distribution Date, a fraction, the numerator of which is 1
and
the denominator of which is the sum of (i) 1 and (ii) the Projected Forward
Rate
divided by 12.
“Prospectus
Supplement”: That certain Prospectus Supplement dated October 23, 2006 relating
to the public offering of the Class A Certificates and the Mezzanine
Certificates (other than the Class A-4 Certificates and the Private Mezzanine
Certificates).
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased
pursuant to or as contemplated by Section 2.03, Section 3.16(c) or
Section 9.01, and as confirmed by an
Officer’s Certificate from the Servicer to
the
Trustee an amount equal to the sum of (i) 100% of the Stated Principal Balance
thereof as of the date of purchase (or such other price as provided in
Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on
such Stated Principal Balance at the applicable Net Mortgage Rate in effect
from
time to time from the Due Date as to which interest was last covered by a
payment by the Mortgagor or an Advance, which payment or Advance had as of
the
date of purchase been distributed pursuant to Section 4.01, through the end
of the calendar month in which the purchase is to be effected and (y) an REO
Property, the sum of (1) accrued interest on such Stated Principal Balance
at
the applicable Net Mortgage Rate in effect from time to time from the Due Date
as to which interest was last covered by a payment by the Mortgagor or an
Advance by the Servicer through the end of the calendar month immediately
preceding the calendar month in which such REO Property was acquired, plus
(2)
REO Imputed Interest for such REO Property for each calendar month commencing
with the calendar month in which such REO Property was acquired and ending
with
the calendar month in which such purchase is to be effected, net of the total
of
all net rental income, Insurance Proceeds, Liquidation Proceeds and Advances
that as of the date of purchase had been distributed as or to cover REO Imputed
Interest pursuant to Section 4.01, (iii) any unreimbursed Advances and
Servicing Advances (including Nonrecoverable Advances and Nonrecoverable
Servicing Advances) and any unpaid Servicing Fees and Master Servicing Fee
allocable to such Mortgage Loan or REO Property, (iv) any amounts previously
withdrawn from the Collection Account pursuant to Section 3.11(a)(ix) and
Section 3.16(b) or the Distribution Account in respect of such Mortgage Loan
or
REO Property, and (v) in the case of a Mortgage Loan required to be purchased
pursuant to Section 2.03, expenses reasonably incurred or to be incurred by
the Servicer, the Master Servicer, the NIMS Insurer, the Trust Administrator
or
the Trustee in respect of the breach or defect giving rise to the purchase
obligation including any costs and damages incurred by the Trust in connection
with any violation with respect to such loan of any predatory or abusive lending
law. With respect to the Originator and any Mortgage Loan or REO Property to
be
purchased pursuant to or as contemplated by Section 2.03 or Section 10.01,
and as confirmed by a certificate of a Servicing Officer to the Trustee and
the
Master Servicer, an amount equal to the amount set forth pursuant to the terms
of the Originator Master Agreement.
“Qualified
Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
Loan by the Seller or the Originator, as applicable, pursuant to the terms
of
this Agreement which must, on the date of such substitution, (i) have an
outstanding Stated Principal Balance, after application of all scheduled
payments of principal and interest due during or prior to the month of
substitution, not in excess of, and not more than 5% less than, the Stated
Principal Balance of the Deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs, (ii) have a Mortgage Rate
not less than (and not more than one percentage point in excess of) the Mortgage
Rate of the Deleted Mortgage Loan, (iii) with respect to any Adjustable-Rate
Mortgage Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage
Rate of the Deleted Mortgage Loan, (iv) with respect to any Adjustable-Rate
Mortgage Loan, have a Minimum Mortgage Rate not less than the Minimum Mortgage
Rate of the Deleted Mortgage Loan, (v) with respect to any Adjustable-Rate
Mortgage Loan, have a Gross Margin equal to or greater than the Gross Margin
of
the Deleted Mortgage Loan, (vi) with respect to any Adjustable-Rate Mortgage
Loan, have a next Adjustment Date not more than two months later than the next
Adjustment Date on the Deleted Mortgage Loan, (vii) have a remaining term to
maturity not greater than (and not more than one year less than) that of the
Deleted Mortgage Loan, (viii) have the same Due Date as the Due Date on the
Deleted Mortgage Loan, (ix) have a Loan-to-Value Ratio or Combined Loan-to-Value
Ratio, as applicable, as of the date of substitution equal to or lower than
the
Loan-to-Value Ratio or Combined Loan-to-Value Ratio, as applicable, of the
Deleted Mortgage Loan as of such date, (x) have a risk grading determined by
the
Originator at least equal to the risk grading assigned on the Deleted Mortgage
Loan, (xi) have a Prepayment Charge provision at least equal to the Prepayment
Charge provision in the Deleted Mortgage Loan, (xii) [reserved] and (xiii)
conform to each representation and warranty set forth in the Originator Master
Agreement and related Assignment Agreement applicable to the Deleted Mortgage
Loan. In the event that one or more mortgage loans are substituted for one
or
more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall
be
determined on the basis of aggregate principal balances, the Mortgage Rates
described in clause (ii) hereof shall be determined on the basis of weighted
average Mortgage Rates, the terms described in clause (vii) hereof shall be
determined on the basis of weighted average remaining term to maturity, the
Loan-to-Value Ratios or Combined Loan-to-Value Ratio, as applicable, described
in clause (ix) hereof shall be satisfied as to each such mortgage loan, the
risk
gradings described in clause (x) hereof shall be satisfied as to each such
mortgage loan and, except to the extent otherwise provided in this sentence,
the
representations and warranties described in clause (xiii) hereof must be
satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate,
as
the case may be.
“Rating
Agency” or “Rating Agencies”: Xxxxx’x and S&P or their successors. If such
agencies or their successors are no longer in existence, “Rating Agencies” shall
be such nationally recognized statistical rating agencies, or other comparable
Persons, designated by the Depositor, notice of which designation shall be
given
to the Trustee and the Master Servicer.
“Realized
Loss”: With respect to any Liquidated Mortgage Loan or any Mortgage Loan charged
off by the Servicer pursuant to this Agreement, the amount of loss realized
equal to the portion of the Stated Principal Balance remaining unpaid after
application of all Net Liquidation Proceeds in respect of such Mortgage Loan.
If
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 to the extent such recoveries are applied to principal distributions
on
any Distribution Date.
“Record
Date”: With respect to each Distribution Date and any Book-Entry Certificate,
the Business Day immediately preceding such Distribution Date. With respect
to
each Distribution Date and any other Certificates, including any Definitive
Certificates, the last Business Day of the month immediately preceding the
month
in which such Distribution Date occurs.
“Reference
Banks”: Deutsche Bank AG, Barclay’s Bank PLC, The Tokyo Mitsubishi Bank and
National Westminster Bank PLC and their successors in interest; provided,
however, that if any of the foregoing banks are not suitable to serve as a
Reference Bank, then any leading banks selected by the Trust Administrator
(after consultation with the NIMS Insurer) which are engaged in transactions
in
Eurodollar deposits in the international Eurocurrency market (i) with an
established place of business in London, (ii) not controlling, under the control
of or under common control with the Depositor or any Affiliate thereof and
(iii)
which have been designated as such by the Trust Administrator.
“Refinanced
Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
the related Mortgaged Property.
“Regular
Certificate”: Any Class A Certificate, Mezzanine Certificate, Class CE
Certificate or Class P Certificate.
“Regular
Interest”: A “regular interest” in a REMIC within the meaning of
Section 860G(a)(1) of the Code.
“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. 1,506-1,631 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
“Relevant
Servicing Criteria”: The Servicing Criteria applicable to the various parties,
as set forth on Exhibit O attached hereto. For clarification purposes, multiple
parties can have responsibility for the same Relevant Servicing
Criteria.
“Relief
Act”: The Servicemembers Civil Relief Act and any similar state
laws.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage
Loan, any reduction in the amount of interest collectible on such Mortgage
Loan
for the most recently ended calendar month as a result of the application of
the
Relief Act or any similar state or local law.
“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 the
Originator Master Agreement (including any security interest created thereby);
and (v) the Collection Account, the Distribution Account (other than any amounts
representing any Servicer Prepayment Charge Payment Amount or
any
Originator Prepayment Charge Payment Amount)
and any
REO 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 Net WAC Rate Carryover Reserve Account, the Interest
Rate Swap Agreement, the Swap Account, the Cap Account, the Cap Contract, the
Supplemental Interest Trust, any Servicer Prepayment Charge Payment Amounts
or
any Originator Prepayment Charge Payment Amounts, all payments and other
collections of principal and interest due on the Mortgage Loans on or before
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 Principal Balance as set
forth in the Preliminary Statement hereto. The designations for the respective
REMIC I Regular Interests are set forth in the Preliminary Statement hereto.
“REMIC
I
Remittance Rate”: With respect to REMIC I Regular Interest I and REMIC I Regular
Interest I-LTP, a per annum rate equal to the weighted average Adjusted Net
Mortgage Rate 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 Adjusted Net Mortgage Rate of the Mortgage Loans multiplied by 2,
subject to a maximum rate of 11.200%. With respect to each REMIC I Regular
Interest ending with the designation “B”, the greater of (x) a per annum rate
equal to the excess, if any, of (i) 2 multiplied by the weighted average Net
Mortgage Rate of the Mortgage Loans over (ii) 11.200% and (y) 0.00%.
“REMIC
II”: The segregated pool of assets consisting of all of the REMIC I Regular
Interests conveyed in trust to the Trustee, for the benefit of the REMIC II
Certificateholders pursuant to Section 2.07, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“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 Accrual Periods for the indicated Regular Interests for such
Distribution Date) equal to (a) the product of the aggregate Stated Principal
Balance of the Mortgage Loans and REO Properties then outstanding and (ii)
the
REMIC II Remittance Rate for REMIC II Regular Interest II-LTAA minus the Marker
Rate, divided by (b) 12.
“REMIC
II
Overcollateralized Amount”: With respect to any date of determination, (i) 1% of
the aggregate Uncertificated Balance of the REMIC II Regular Interests (other
than REMIC II Regular Interest II-LTP and REMIC II Regular Interest II-LTIO)
minus (ii) the aggregate Uncertificated Balance of REMIC II Regular Interest
II-LTA1, REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3,
REMIC II Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC
II
Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular
Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest
II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8,
REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC
II Regular Interest II-LTM11, 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) 1 minus a fraction,
the numerator of which is two times the aggregate Uncertificated Balance of
REMIC II Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2, REMIC
II
Regular Interest II-LTA3, REMIC II Regular Interest II-LTA4, REMIC II Regular
Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5,
REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC
II
Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular
Interest II-LTM10, REMIC II Regular Interest II-LTM11 and the denominator of
which is the aggregate Uncertificated Balance of REMIC II Regular Interest
II-LTA1, REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3,
REMIC II Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC
II
Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular
Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest
II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8,
REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC
II
Regular Interest II-LTM11 and REMIC II Regular Interest II-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 REMIC II Regular Interest II-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.
The REMIC II Regular Interests are as follows: REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2,
REMIC II Regular Interest II-LTA3, REMIC II Regular Interest II-LTA4, REMIC
II
Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7,
REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC
II
Regular Interest II-LTM10, REMIC II Regular Interest II-LTM11, REMIC II Regular
Interest II-LTP, REMIC II Regular Interest I-TLZZ and REMIC II Regular Interest
II-LTIO. REMIC II Regular Interest II-LTP shall also be entitled to any
Prepayment Charges received by the Trust Fund.
“REMIC
II
Remittance Rate”: With respect to REMIC II Regular Interest II-LTAA, REMIC II
Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2, REMIC II Regular
Interest II-LTA3, REMIC II Regular Interest II-LTA4, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3,
REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
II
Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular
Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest
II-LTM10, REMIC II Regular Interest II-LTM11, REMIC II Regular Interest II-LTZZ
and REMIC II Regular Interest II-LTP, a per annum rate (but not less than zero)
equal to the weighted average of (v) with respect to REMIC I Regular Interest
I,
and REMIC I Regular Interest I-LTP, the REMIC I Remittance Rate for such REMIC
I
Regular Interest for each such Distribution Date, (w) 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 Principal Balance of such REMIC I Regular Interests
for each such Distribution Date and (x) with respect to REMIC I Regular
Interests ending with the designation “A”, for each Distribution Date listed
below, the weighted average of the rates listed below for each such REMIC I
Regular Interest listed below, weighted on the basis of the Uncertificated
Principal Balance of each such REMIC I Regular Interest for each such
Distribution Date:
|
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
|
1
|
I-1-A
through I-59-A
|
REMIC
I Remittance Rate
|
|
2
|
I-1-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
3
|
I-2-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
|
REMIC
1 Remittance Rate
|
|
|
4
|
I-3-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
and I-2-A
|
REMIC
1 Remittance Rate
|
|
|
5
|
I-4-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-3-A
|
REMIC
1 Remittance Rate
|
|
|
6
|
I-5-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-4-A
|
REMIC
1 Remittance Rate
|
|
|
7
|
I-6-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-5-A
|
REMIC
1 Remittance Rate
|
|
|
8
|
I-7-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-6-A
|
REMIC
1 Remittance Rate
|
|
|
9
|
I-8-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-7-A
|
REMIC
1 Remittance Rate
|
|
|
10
|
I-9-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-8-A
|
REMIC
1 Remittance Rate
|
|
|
11
|
I-10-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-9-A
|
REMIC
1 Remittance Rate
|
|
|
12
|
I-11-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-10-A
|
REMIC
1 Remittance Rate
|
|
|
13
|
I-12-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-11-A
|
REMIC
1 Remittance Rate
|
|
|
14
|
I-13-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-12-A
|
REMIC
1 Remittance Rate
|
|
|
15
|
I-14-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-13-A
|
REMIC
1 Remittance Rate
|
|
|
16
|
I-15-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-14-A
|
REMIC
1 Remittance Rate
|
|
|
17
|
I-16-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-15-A
|
REMIC
1 Remittance Rate
|
|
|
18
|
I-17-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-16-A
|
REMIC
1 Remittance Rate
|
|
|
19
|
I-18-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-17-A
|
REMIC
1 Remittance Rate
|
|
|
20
|
I-19-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-18-A
|
REMIC
1 Remittance Rate
|
|
|
21
|
I-20-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-19-A
|
REMIC
1 Remittance Rate
|
|
|
22
|
I-21-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-20-A
|
REMIC
1 Remittance Rate
|
|
|
23
|
I-22-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-21-A
|
REMIC
1 Remittance Rate
|
|
|
24
|
I-23-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-22-A
|
REMIC
1 Remittance Rate
|
|
|
25
|
I-24-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-23-A
|
REMIC
1 Remittance Rate
|
|
|
26
|
I-25-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-24-A
|
REMIC
1 Remittance Rate
|
|
|
27
|
I-26-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-25-A
|
REMIC
1 Remittance Rate
|
|
|
28
|
I-27-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-26-A
|
REMIC
1 Remittance Rate
|
|
|
29
|
I-28-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-27-A
|
REMIC
1 Remittance Rate
|
|
|
30
|
I-29-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-28-A
|
REMIC
1 Remittance Rate
|
|
|
31
|
I-30-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-29-A
|
REMIC
1 Remittance Rate
|
|
|
32
|
I-31-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-30-A
|
REMIC
1 Remittance Rate
|
|
|
33
|
I-32-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-31-A
|
REMIC
1 Remittance Rate
|
|
|
34
|
I-33-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-32-A
|
REMIC
1 Remittance Rate
|
|
|
35
|
I-34-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-33-A
|
REMIC
1 Remittance Rate
|
|
|
36
|
I-35-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-34-A
|
REMIC
1 Remittance Rate
|
|
|
37
|
I-36-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-35-A
|
REMIC
1 Remittance Rate
|
|
|
38
|
I-37-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-36-A
|
REMIC
1 Remittance Rate
|
|
|
39
|
I-38-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-37-A
|
REMIC
1 Remittance Rate
|
|
|
40
|
I-39-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-38-A
|
REMIC
1 Remittance Rate
|
|
|
41
|
I-40-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-39-A
|
REMIC
1 Remittance Rate
|
|
|
42
|
I-41-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-40-A
|
REMIC
1 Remittance Rate
|
|
|
43
|
I-42-A
and I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-41-A
|
REMIC
1 Remittance Rate
|
|
|
44
|
I-43-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-42-A
|
REMIC
1 Remittance Rate
|
|
|
45
|
I-44-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-43-A
|
REMIC
1 Remittance Rate
|
|
|
46
|
I-45-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-44-A
|
REMIC
1 Remittance Rate
|
|
|
47
|
I-46-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-45-A
|
REMIC
1 Remittance Rate
|
|
|
48
|
I-47-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-46-A
|
REMIC
1 Remittance Rate
|
|
|
49
|
I-48-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-47-A
|
REMIC
1 Remittance Rate
|
|
|
50
|
I-49-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-48-A
|
REMIC
1 Remittance Rate
|
|
|
51
|
I-50-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-49-A
|
REMIC
1 Remittance Rate
|
|
|
52
|
I-51-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-50-A
|
REMIC
1 Remittance Rate
|
|
|
53
|
I-52-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-51-A
|
REMIC
1 Remittance Rate
|
|
|
54
|
I-53-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-52-A
|
REMIC
1 Remittance Rate
|
|
|
55
|
I-54-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-53-A
|
REMIC
1 Remittance Rate
|
|
|
56
|
I-55-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-54-A
|
REMIC
1 Remittance Rate
|
|
|
57
|
I-56-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-55-A
|
REMIC
1 Remittance Rate
|
|
|
58
|
I-57-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-56-A
|
REMIC
1 Remittance Rate
|
|
|
59
|
I-58-A
through I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-57-A
|
REMIC
1 Remittance Rate
|
|
|
60
|
I-59-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC 1 Remittance
Rate
|
|
I-1-A
through I-58-A
|
REMIC
1 Remittance Rate
|
|
|
thereafter
|
I-1-A
through I-59-A
|
REMIC
1 Remittance Rate
|
With
respect to REMIC II Regular Interest II-LTIO, and (a) the first 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) the
weighted average of the REMIC I Remittance Rates for REMIC I Regular Interests
ending with the designation “A”, and (b) the second Distribution Date through
the 60th Distribution Date, the excess of (i) the weighted average of REMIC
I
Remittance Rates for REMIC I Regular Interests ending with the designation
“A”,
over (ii) 2 multiplied by Swap LIBOR, and (c) thereafter, 0.00%.
“REMIC
II
Required Overcollateralized Amount”: 1.00% of the Overcollateralization Target
Amount.
“REMIC
III”: The segregated pool of assets consisting of all of the REMIC II Regular
Interests conveyed in trust to the Trustee, for the benefit of the REMIC III
Certificateholders pursuant to Section 2.07, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
III Certificate”: Any Regular Certificate (other than a Class CE Certificate or
Class P Certificate) or Class R Certificate.
“REMIC
III Certificateholder”: The Holder of any REMIC III Certificate.
“REMIC
III Regular Interest”: Any Class A Certificate, Mezzanine Certificate, the Class
CE Interest, the Class P Interest or the Class Swap-IO Interest.
“REMIC
IV”: The segregated pool of assets consisting of all of the Class CE Interest
conveyed in trust to the Trustee, for the benefit of the Holders of the Class
CE
Certificates and the Class R-X Certificate (in respect of the Class R-IV
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
V”: The segregated pool of assets consisting of all of the Class P Interest
conveyed in trust to the Trustee, for the benefit of the Holders of the Class
P
Certificates and the Class R-X Certificate (in respect of the Class R-V
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
VI”: The segregated pool of assets consisting of all of the Class Swap-IO
Interest conveyed in trust to the Trustee, for the benefit of the Holders of
the
REMIC VI Regular Interest SWAP-IO and the Class R-X Certificate (in respect
of
the Class R-VI Interest), pursuant to Article II hereunder, and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.
“REMIC
Provisions”: Provisions of the federal income tax law relating to REMICs, which
appear at Section 860A through 860G of the Code, and related provisions, and
proposed, temporary and final regulations and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in effect from
time to time.
“REMIC
Regular Interest”: Any REMIC I Regular Interest, REMIC II Regular Interest or
REMIC III Regular Interest, and REMIC VI Regular Interest SWAP-IO.
“REMIC
Remittance Rate”: The REMIC I Remittance Rate or the REMIC II Remittance
Rate.
“Remittance
Report”: A report prepared by the Servicer and delivered to the Trust
Administrator and the NIMS Insurer pursuant to Section 4.03.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code as being included in the
term “rents from real property.”
“REO
Account”: The account or accounts maintained, or caused to be maintained, by the
Servicer in respect of an REO Property pursuant to Section 3.23.
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of
REMIC I.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of REMIC I, one month’s interest at the
applicable Net Mortgage Rate on the Stated Principal Balance of such REO
Property (or, in the case of the first such calendar month, of the related
Mortgage Loan, if appropriate) as of the close of business on the Distribution
Date in such calendar month.
“REO
Principal Amortization”: With respect to any REO Property, for any calendar
month, the excess, if any, of (a) the aggregate of all amounts received in
respect of such REO Property during such calendar month, whether in the form
of
rental income, sale proceeds (including, without limitation, that portion of
the
Termination Price paid in connection with a purchase of all of the Mortgage
Loans and REO Properties pursuant to Section 9.01 that is allocable to such
REO
Property) or otherwise, net of any portion of such amounts (i) payable pursuant
to Section 3.23(c) in respect of the proper operation, management and
maintenance of such REO Property or (ii) payable or reimbursable to the Servicer
pursuant to Section 3.23(d) for unpaid Servicing Fees or Master Servicing Fees
in respect of the related Mortgage Loan and unreimbursed Advances and Servicing
Advances in respect of such REO Property or the related Mortgage Loan, over
(b)
the REO Imputed Interest in respect of such REO Property for such calendar
month.
“REO
Property”: A Mortgaged Property acquired by the Servicer on behalf of REMIC I
through foreclosure or deed-in-lieu of foreclosure, as described in Section
3.23.
“Reportable
Event”: The meaning set forth in Section 4.06(a)(iii).
“Request
for Release”: A request for release in such electronic or other format as shall
be mutually agreed to by the Custodian and the Servicer, in substantially the
form of Exhibit E attached hereto.
“Reserve
Interest Rate”: With respect to any Interest Determination Date, the rate per
annum that the Trust Administrator determines to be either (i) the arithmetic
mean (rounded upwards if necessary to the nearest whole multiple of 1/16%)
of
the one-month U.S. dollar lending rates which New York City banks selected
by
the Trust Administrator are quoting on the relevant Interest Determination
Date
to the principal London offices of leading banks in the London interbank market
or (ii) in the event that the Trust Administrator can determine no such
arithmetic mean, the lowest one-month U.S. dollar lending rate which New York
City banks selected by the Trust Administrator are quoting on such Interest
Determination Date to leading European banks.
“Residential
Dwelling”: Any one of the following: (i) a detached one-family dwelling, (ii) a
detached two- to four-family dwelling, (iii) a one-family dwelling unit in
a
Xxxxxx Xxx eligible condominium project, (iv) a manufactured home, or (v) a
detached one-family dwelling in a planned unit development, none of which is
a
co-operative or mobile home.
“Residual
Certificate”: Any one of the Class R Certificates and the Class R-X
Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the Trustee or the Trust Administrator, the
Chairman or Vice Chairman of the Board of Directors or Trustees, the Chairman
or
Vice Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, the Chairman of the Committee on Trust Matters,
any
vice president, any assistant vice president, the Secretary, any assistant
secretary, the Treasurer, any assistant treasurer, the Cashier, any assistant
cashier, any trust officer or assistant trust officer, the Controller and any
assistant controller or any other officer of the Trustee or the Trust
Administrator, as applicable, customarily performing functions similar to those
performed by any of the above designated officers, in each case, having direct
responsibility for the administration of this Agreement, and, with respect
to a
particular matter relating to this Agreement, to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject.
“Rolling
Three Month Delinquency Percentage”: With respect to any Distribution Date, the
average of the Delinquency Percentages for each of the three (or one or two,
with respect to the first or second Distribution Date, respectively) immediately
preceding months.
“S&P”:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc., or its successor in interest.
“Xxxxxxxx-Xxxxx
Act”: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the
Commission promulgated thereunder (including any interpretations thereof by
the
Commission’s staff).
“Xxxxxxxx-Xxxxx
Certification”: The meaning set forth in Section 4.06(a)(iv).
“Securities
Act”: The Securities Act of 1933, as amended, and the rules and regulations
thereunder.
“Seller”:
UBS Real Estate Securities Inc. or its successor in interest, in its capacity
as
Seller under the Assignment Agreement.
“Senior
Principal Distribution Amount”: The excess of (x) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 57.80% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the excess of the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) over $1,877,372.91.
“Sequential
Class M Certificates”: the Class M-1 Certificates, the Class M-2 Certificates
and the Class M-3 Certificates.
“Sequential
Class M Principal Distribution Amount”: With respect to any Distribution Date,
the excess of (x) the sum of (i) the aggregate Certificate Principal Balance
of
the Class A Certificates (after taking into account the distribution of the
Senior Principal Distribution Amount on such Distribution Date) and (ii) the
aggregate Certificate Principal Balance of the Sequential Class M Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 76.20% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the excess of the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) over
$1,877,372.91.
“Servicer”:
Ocwen Loan Servicing, LLC or any successor Servicer appointed as herein
provided, in its capacity as Servicer hereunder.
“Servicer
Event of Default”: One or more of the events described in Section
7.01(a).
“Servicer
Prepayment Charge Payment Amount”: The amounts payable by the Servicer in
respect of any waived Prepayment Charges pursuant to Section 3.01.
“Servicer
Remittance Date”: With respect to any Distribution Date, the 18th
day of
the calendar month in which such Distribution Date occurs or, if such
18th
day is
not a Business Day, the Business Day immediately following.
“Servicing
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and
expenses (including reasonable attorneys’ fees and disbursements), other than
Advances, incurred by the Servicer or a prior servicer (to be reimbursed by
the
Servicer) prior to, on or after the Cut-off Date in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration, inspection and protection of the Mortgaged Property,
(ii) any enforcement or judicial proceedings, including foreclosures, in respect
of a particular Mortgage Loan, (iii) the management and liquidation of the
REO
Property (including any fees of an independent contractor (such as a real estate
broker) engaged by the Servicer in connection with such activity), (iv) taxes,
assessments, water rates, sewer rents and other charges which are or may become
a lien upon the Mortgaged Property and (v) obtaining any legal documentation
required to be included in the Mortgage File and/or correcting any outstanding
title issues (i.e. any lien or encumbrance on the Mortgaged Property that
prevents the effective enforcement of the intended lien position) reasonably
necessary for the Servicer to perform its obligations under this Agreement.
Servicing Advances also include any reasonable “out-of-pocket” costs and
expenses (including legal fees) incurred by the Servicer in connection with
executing and recording instruments of satisfaction, deeds of reconveyance
or
Assignments of Mortgage in connection with any foreclosure in respect of any
Mortgage Loan to the extent not recovered from the related Mortgagor or
otherwise payable under this Agreement. The Servicer shall not be required
to
make any Servicing Advance that would be a Nonrecoverable Servicing
Advance.
“Servicing
Criteria” means the criteria set forth in paragraph (d) of Item 1122 of
Regulation AB, as such may be amended from time to time.
“Servicing
Fee”: With respect to each Mortgage Loan, the amount of the annual fee paid to
the Servicer, which shall, for a period of one full month, be equal to
one-twelfth of the product of (a) the Servicing Fee Rate (without regard to
the
words “per annum”) and (b) the Stated Principal Balance of such Mortgage Loan as
of the first day of the related Due Period. Such fee shall be payable monthly,
computed on the basis of the same principal amount and period respecting which
any related interest payment on a Mortgage Loan is received. The obligation
for
payment of the Servicing Fee is limited to, and the Servicing Fee is payable
solely from, the interest portion (including recoveries with respect to interest
from Liquidation Proceeds) of such Monthly Payment collected by the Servicer,
or
as otherwise provided under Section 3.11.
“Servicing
Fee Rate”: With respect to each Mortgage Loan, the rate of 0.50% per
annum.
“Servicing
Function Participant” means any Sub-Servicer or Subcontractor of the Servicer,
the Master Servicer, the Custodian or the Trust Administrator, determined to
be
“participating in the servicing fuction” respectively. For the avoidance of
doubt, the Custodian shall be considered a Servicing Function Participant
without regard to the threshold percentage set forth in instruction 2 of Item
1122 of Regulation AB,
provided,
however, the parties hereto agree that duties and obligations of Deutsche Bank
National Trust Company, in its capacity as a Servicing Function
Participant, shall be solely governed pursuant to the terms of the Custodial
Agreement.
“Servicing
Officer”: Any employee of the Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans, whose name appear on a
list
of Servicing Officers furnished by the Servicer to the Master Servicer, the
Trust Administrator, the Trustee and the Depositor, upon request, as such list
may from time to time be amended. With respect to the Master Servicer, any
officer of the Master Servicer involved in or responsible for, the
administration and master servicing of the Mortgage Loans whose name appears
on
a list of master Servicing Officers furnished by the Master Servicer to the
Trustee, the Trust Administrator and the Depositor upon request, as such list
may from time to time be amended.
“Servicing
Transfer Costs”: Shall mean all reasonable out-of-pocket costs and expenses
incurred by the Trustee or the Master Servicer in connection with the transfer
of servicing from a predecessor servicer, including, without limitation, any
reasonable costs or expenses associated with the complete transfer of all
servicing data and the completion, correction or manipulation of such servicing
data as may be required by the Trustee, the Master Servicer to correct any
errors or insufficiencies in the servicing data or otherwise to enable the
Trustee or the Master Servicer to service the Mortgage Loans properly and
effectively.
“Significance
Percentage”: The percentage equivalent of a fraction, the numerator of which is
the highest of each Present Value Maximum Probable Exposure and the denominator
of which is the aggregate Certificate Principal Balance of the Class A and
Mezzanine Certificates that are supported by the derivatives (after giving
effect to all distributions on such Distribution Date in such derivative
confirmation).
“Significance
Percentage Calculation Date”: Shall mean no later than the respective
Distribution Date.
“Single
Certificate”: With respect to any Class of Certificates (other than the Class P
Certificates and the Residual Certificates), a hypothetical Certificate of
such
Class evidencing a Percentage Interest for such Class corresponding to an
initial Certificate Principal Balance of $1,000. With respect to the Class
P
Certificates and the Residual Certificates, a hypothetical Certificate of such
Class evidencing a 100% Percentage Interest in such Class.
“Startup
Day”: With respect to each Trust REMIC, the day designated as such pursuant to
Section 10.01(b) hereof.
“Stated
Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the Cut-off Date Principal Balance of such Mortgage Loan,
as shown in the Mortgage Loan Schedule, minus the sum of (i) the principal
portion of each Monthly Payment due on a Due Date subsequent to the Cut-off
Date, to the extent received from the Mortgagor or advanced by the Servicer
and
distributed pursuant to Section 4.01 on or before such date of
determination, (ii) all Principal Prepayments received after the Cut-off Date,
to the extent distributed pursuant to Section 4.01 on or before such date
of determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied
by the Servicer as recoveries of principal in accordance with the provisions
of
Section 3.16, to the extent distributed pursuant to Section 4.01 on or
before such date of determination, and (iv) any Realized Loss incurred with
respect thereto as a result of a Deficient Valuation made during or prior to
the
Prepayment Period for the most recent Distribution Date coinciding with or
preceding such date of determination; and (b) as of any date of determination
coinciding with or subsequent to the Distribution Date on which the proceeds,
if
any, of a Liquidation Event with respect to such Mortgage Loan would be
distributed, zero. With respect to any REO Property: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property
would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of REMIC I, minus the sum of (i) if such REO Property
was
acquired before the Distribution Date in any calendar month, the principal
portion of the Monthly Payment due on the Due Date in the calendar month of
acquisition, to the extent advanced by the Servicer and distributed pursuant
to
Section 4.01 on or before such date of determination, and (ii) the
aggregate amount of REO Principal Amortization in respect of such REO Property
for all previously ended calendar months, to the extent distributed pursuant
to
Section 4.01 on or before such date of determination; and (b) as of any
date of determination coinciding with or subsequent to the Distribution Date
on
which the proceeds, if any, of a Liquidation Event with respect to such REO
Property would be distributed, zero.
“Stepdown
Date”: The earlier to occur of (i) the first Distribution Date immediately
succeeding the Distribution Date on which the aggregate Certificate Principal
Balance of the Class A Certificates has been reduced to zero and (ii) the later
to occur of (x) the Distribution Date occurring in November 2009 and (y) the
first Distribution Date on which the Credit Enhancement Percentage (calculated
for this purpose only after taking into account payments of principal on the
Mortgage Loans) for the Class A Certificates is equal to or greater than
42.40%.
“Subcontractor”
means any vendor, subcontractor or other Person that is not responsible for
the
overall servicing of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans
under
the direction or authority of any Servicer (or a Sub-Servicer of any Servicer),
the Master Servicer, the Custodian or the Trust Administrator.
“Subordinate
Certificates”: The Mezzanine Certificates and the Class CE Certificates.
“Sub-Servicer”
means any Person that services Mortgage Loans on behalf of the Servicer, and
is
responsible for the performance (whether directly or through sub-servicers
or
Subcontractors) of a substantial portion of the material servicing functions
required to be performed under this Agreement, any related Servicing Agreement
or any sub-servicing agreement that are identified in Item 1122(d) of Regulation
AB.
“Sub-Servicing
Account”: An account established by a Sub-Servicer which meets the requirements
set forth in Section 3.08 and is otherwise acceptable to the
Servicer.
“Sub-Servicing
Agreement”: The written contract between the Servicer and a Sub-Servicer,
relating to servicing and administration of certain Mortgage Loans, which meets
the requirements set forth in Section 3.02.
“Subsequent
Recoveries”: As of any Distribution Date, unexpected amounts received by the
Servicer (net of any related expenses permitted to be reimbursed to the Servicer
or the Master Servicer) specifically related to a Mortgage Loan that was the
subject of a liquidation or an REO Disposition prior to the related Prepayment
Period that resulted in a Realized Loss.
“Substitution
Adjustment Amount”: As defined in Section 2.03(b).
“Supplemental
Interest Trust”: As defined in Section 4.08(a).
“Supplemental
Interest Trust Trustee”: Xxxxx Fargo Bank, N. A., a national banking
association, not in its individual capacity but solely in its capacity as
supplemental interest trust trustee, and any successor thereto.
“Swap
Account”: The account or accounts created and maintained pursuant to Section
4.08. The Swap Account must be an Eligible Account.
“Swap
Administration Agreement”: As defined in Section 4.08(b).
“Swap
Administrator”: Xxxxx
Fargo Bank, N.A.,
a
national banking association, or any successor in interest not in its individual
capacity but solely as swap administrator under the Swap Administration
Agreement, or any successor swap administrator appointed pursuant to the Swap
Administration Agreement.
“Swap
Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
of Certificates resulting from the application of the Net WAC Rate due to a
discrepancy between the Uncertificated Notional Amounts of the Class SWAP-IO
Interest and the scheduled notional amount pursuant to the Swap Administration
Agreement.
“Swap
LIBOR”:
A per annum rate equal to the floating rate payable by the Swap Provider under
the Interest Rate Swap Agreement.
“Swap
Provider”: Bear Xxxxxxx Financial Products Inc..
“Swap
Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
a Swap Event of Default under the Interest Rate Swap Agreement with respect
to
which the Swap Provider is a Defaulting Party (as defined in the Interest Rate
Swap Agreement), (ii) a Swap Termination Event under the Interest Rate Swap
Agreement with respect to which the Swap Provider is the sole Affected Party
(as
defined in the Interest Rate Swap Agreement) or (iii) a Swap Additional
Termination Event under the Interest Rate Swap Agreement with respect to which
the Swap Provider is the sole Affected Party (as defined in the Interest Rate
Swap Agreement).
“Swap
Termination Payment”: The payment due under the Interest Rate Swap Agreement
upon the early termination of the Interest Rate Swap Agreement.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on
behalf of the Trust Fund due to the classification of portions thereof as REMICs
under the REMIC Provisions, together with any and all other information reports
or returns that may be required to be furnished to the Certificateholders or
filed with the Internal Revenue Service or any other governmental taxing
authority under any applicable provisions of federal, state or local tax
laws.
“Telerate
Page 3750”: The display designated as page “3750” on the Dow Xxxxx Telerate
Capital Markets Report (or such other page as may replace page 3750 on that
report for the purpose of displaying London interbank offered rates of major
banks).
“Termination
Price”: As defined in Section 9.01.
“Terminator”:
As defined in Section 9.01.
“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form
of
assignment of any Ownership Interest in a Certificate.
“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a
Certificate.
“Transferor”:
Any Person who is disposing by Transfer of any Ownership Interest in a
Certificate.
“Trigger
Event”: A Trigger Event is in effect with respect to any Distribution Date on or
after the Stepdown Date if:
(b) the
Rolling Three-Month Delinquency Percentage exceeds 37.91% of the Credit
Enhancement Percentage; or
(c) the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Due Period (reduced by the aggregate amount of
Subsequent Recoveries received since the Cut-off Date through the last day
of
the related Due Period) divided by the aggregate Stated Principal Balance of
the
Mortgage Loans as of the Cut-off Date exceeds the applicable percentages set
forth below with respect to such Distribution Date:
|
Distribution
Date Occurring In
|
Percentage
|
|
November
2008 through October 2009
|
1.45%
for the first month, plus an additional 1/12th of 1.75% for each
month
thereafter
|
|
November
2009 through October 2010
|
3.20%
for the first month, plus an additional 1/12th of 1.85% for each
month
thereafter
|
|
November
2010 through October 2011
|
5.05%
for the first month, plus an additional 1/12th of 1.20% for each
month
thereafter
|
|
November
2011 through October 2012
|
6.25%
for the first month, plus an additional 1/12th of 0.25% for each
month
thereafter
|
|
November
2008 through October 2009
|
1.45%
for the first month, plus an additional 1/12th of 1.75% for each
month
thereafter
|
“Trust
Administrator”: Xxxxx Fargo Bank, N.A., or any successor in interest, or any
successor trust administrator appointed as herein provided.
“Trust
Fund”: Collectively, all of the assets of REMIC I, REMIC II, REMIC III, REMIC
IV, REMIC V and REMIC VI, the Net WAC Rate Carryover Reserve Account,
distributions made to the Trust Administrator by the Swap Administrator under
the Swap Administration Agreement and the Swap Account and the other assets
conveyed by the Depositor to the Trustee pursuant to Section 2.01.
“Trust
REMIC”: Any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and REMIC
VI.
“Trustee”:
U.S. Bank National Association, a national banking association, or its successor
in interest, or any successor trustee appointed as herein provided.
“Uncertificated
Balance”: The amount of any REMIC Regular Interest (other than REMIC II Regular
Interest II-LTIO) outstanding as of any date of determination. As of the Closing
Date, the Uncertificated Balance of each REMIC Regular Interest (other than
REMIC II Regular Interest II-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 REMIC II Regular Interest II-LTIO) shall be reduced by all
distributions of principal made on such REMIC Regular Interest on such
Distribution Date pursuant to Section 4.01 and, if and to the extent
necessary and appropriate, shall be further reduced on such Distribution Date
by
Realized Losses as provided in Section 4.04. The Uncertificated Balance of
REMIC II Regular Interest II-LTZZ shall be increased by interest deferrals
as
provided in Section 4.01(a)(1). The Uncertificated Balance of each REMIC
Regular Interest (other than REMIC II Regular Interest II-LTIO) shall never
be
less than zero. With respect to the Class CE 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 Principal Balances of the Class A Certificates,
Mezzanine Certificates and the Class P Interest 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 I 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
(a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution
Date to the extent not covered by Compensating Interest and (b) the aggregate
amount of any Relief Act Interest Shortfall, if any allocated, in each case,
to
such REMIC Regular Interest pursuant to Section 1.02. 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 pursuant to Section 1.02 and
Section 4.04.
“Uncertificated
Notional Amount”: With respect to REMIC II Regular Interest II-LTIO and each
Distribution Date listed below, the aggregate Uncertificated Principal Balance
of the REMIC I Regular Interests ending with the designation “A” listed below:
|
Distribution
Date
|
REMIC
I Regular Interests
|
|
1
and 2
|
I-1-A
through I-59-A
|
|
3
|
I-2-A
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
0
|
X-0-X
through I-59-A
|
|
8
|
I-7-A
through X-00-X
|
|
0
|
X-0-X
xxxxxxx X-00-X
|
|
00
|
X-0-X
through I-59-A
|
|
11
|
I-10-A
through I-59-A
|
|
12
|
I-11-A
through I-59-A
|
|
13
|
I-12-A
through I-59-A
|
|
14
|
I-13-A
through I-59-A
|
|
15
|
I-14-A
through I-59-A
|
|
16
|
I-15-A
through I-59-A
|
|
17
|
I-16-A
through I-59-A
|
|
18
|
I-17-A
through I-59-A
|
|
19
|
I-18-A
through I-59-A
|
|
20
|
I-19-A
through I-59-A
|
|
21
|
I-20-A
through I-59-A
|
|
22
|
I-21-A
through I-59-A
|
|
23
|
I-22-A
through I-59-A
|
|
24
|
I-23-A
through I-59-A
|
|
25
|
I-24-A
through I-59-A
|
|
26
|
I-25-A
through I-59-A
|
|
27
|
I-26-A
through I-59-A
|
|
28
|
I-27-A
through I-59-A
|
|
29
|
I-28-A
through I-59-A
|
|
30
|
I-29-A
through I-59-A
|
|
31
|
I-30-A
through I-59-A
|
|
32
|
I-31-A
through I-59-A
|
|
33
|
I-32-A
through I-59-A
|
|
34
|
I-33-A
through I-59-A
|
|
35
|
I-34-A
through I-59-A
|
|
36
|
I-35-A
through I-59-A
|
|
37
|
I-36-A
through I-59-A
|
|
38
|
I-37-A
through I-59-A
|
|
39
|
I-38-A
through I-59-A
|
|
40
|
I-39-A
through I-59-A
|
|
41
|
I-40-A
through I-59-A
|
|
42
|
I-41-A
through I-59-A
|
|
43
|
I-42-A
through I-59-A
|
|
44
|
I-43-A
through I-59-A
|
|
45
|
I-44-A
through I-59-A
|
|
46
|
I-45-A
through I-59-A
|
|
47
|
I-46-A
through I-59-A
|
|
48
|
I-47-A
through I-59-A
|
|
49
|
I-48-A
through I-59-A
|
|
50
|
I-49-A
through I-59-A
|
|
51
|
I-50-A
through I-59-A
|
|
52
|
I-51-A
through I-59-A
|
|
53
|
I-52-A
through I-59-A
|
|
54
|
I-53-A
through I-59-A
|
|
55
|
I-54-A
through I-59-A
|
|
56
|
I-55-A
through I-59-A
|
|
57
|
I-56-A
through I-59-A
|
|
58
|
I-57-A
through I-59-A
|
|
59
|
I-58-A
and I-59-A
|
|
60
|
I-59-A
|
|
thereafter
|
$0.00
|
With
respect to the Class Swap-IO Interest and any Distribution Date, an amount
equal
to the Uncertificated Notional Amount of the REMIC II Regular Interest II-LTIO.
“Uninsured
Cause”: Any cause of damage to a Mortgaged Property such that the complete
restoration of such property is not fully reimbursable by the hazard insurance
policies required to be maintained pursuant to Section 3.14.
“United
States Person”: A citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of,
the
United States, any state thereof or, the District of Columbia (except, in the
case of a partnership, to the extent provided in regulations) provided that,
for
purposes solely of the restrictions on the transfer of Class R Certificates
and
Class R-X Certificates, no partnership or other entity treated as a partnership
for United States federal income tax purposes shall be treated as a United
States Person unless all persons that own an interest in such partnership either
directly or through any entity that is not a corporation for United States
federal income tax purposes are required by the applicable operative agreement
to be United States Persons or an estate whose income is subject to United
States federal income tax regardless of its source, or a trust if a court within
the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust. To the extent
prescribed in regulations by the Secretary of the Treasury, a trust which was
in
existence on August 20, 1996 (other than a trust treated as owned by the grantor
under subpart E of part I of subchapter J of chapter 1 of the Code), and which
was treated as a United States person on August 20, 1996 may elect to continue
to be treated as a United States person notwithstanding the previous sentence.
The term “United States” shall have the meaning set forth in Section 7701
of the Code.
“Unpaid
Interest Shortfall Amount”: With respect to the Class A Certificates and the
Mezzanine Certificates and (i) the first Distribution Date, zero, and (ii)
any
Distribution Date after the first Distribution Date, the amount, if any, by
which (a) the sum of (1) the Monthly Interest Distributable Amount for such
Class for the immediately preceding Distribution Date and (2) the outstanding
Unpaid Interest Shortfall Amount, if any, for such Class for such preceding
Distribution Date exceeds (b) the aggregate amount distributed on such Class
in
respect of interest pursuant to clause (a) of this definition on such preceding
Distribution Date, plus interest on the amount of interest due but not paid
on
the Certificates of such Class on such preceding Distribution Date, to the
extent permitted by law, at the Pass-Through Rate for such Class for the related
Accrual Period.
“Value”:
With respect to any Mortgage Loan, and the related Mortgaged Property, the
lesser of:
(i)
the
lesser of (a) the value thereof as determined by an appraisal made for the
Originator at the time of origination of the Mortgage Loan by an appraiser
who
met the minimum requirements of Xxxxxx Xxx and Xxxxxxx Mac, and (b) the value
thereof as determined by a review appraisal conducted by the Originator in
the
event any such review appraisal determines an appraised value more than 10%
lower than the value thereof, in the case of a Mortgage Loan with a
Loan-to-Value Ratio less than or equal to 80%, or more than 5% lower than the
value thereof, in the case of a Mortgage Loan with a Loan-to-Value Ratio greater
than 80%, as determined by the appraisal referred to in clause (i)(a) above;
and
(ii)
the
purchase price paid for the related Mortgaged Property by the Mortgagor with
the
proceeds of the Mortgage Loan; provided, however, that in the case of a
Refinanced Mortgage Loan or a Mortgage Loan originated in connection with a
“lease option purchase” if the “lease option purchase price” was set 12 months
or more prior to origination, such value of the Mortgaged Property is based
solely upon clause (i) above.
“Voting
Rights”: The portion of the voting rights of all of the Certificates which is
allocated to any Certificate. With respect to any date of determination, 98%
of
all Voting Rights will be allocated among the holders of the Class A
Certificates, the Mezzanine Certificates and the Class CE Certificates in
proportion to the then outstanding Certificate Principal Balances of their
respective Certificates, 1% of all Voting Rights will be allocated to the
holders of the Class P Certificates and 1% of all Voting Rights will be
allocated among the holders of the Residual Certificates. The Voting Rights
allocated to each Class of Certificate shall be allocated among Holders of
each
such Class in accordance with their respective Percentage Interests as of the
most recent Record Date. Notwithstanding the foregoing, to the extent that
the
Servicer or any of its Affiliates is a beneficial owner of any Certificates,
the
Percentage Interest in such Certificates held by the Servicer or its Affiliate
shall not be entitled to any Voting Rights.
“Watch
List Loan”: As defined in Section 4.02.
“Xxxxx
Fargo”: Xxxxx Fargo Bank, N.A.
| SECTION 1.02. |
Allocation
of Certain Interest Shortfalls.
|
For
purposes of calculating the amount of the Monthly Interest Distributable Amount
for the Class A Certificates, the Mezzanine Certificates and the Class CE
Certificates for any Distribution Date, (1) the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest Payments by the Servicer or the Master Servicer) and any Relief Act
Interest Shortfall incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to the Class CE Certificates based
on, and to the extent of, one month’s interest at the then applicable respective
Pass-Through Rate on the respective Notional Amount of each such Certificate
and, thereafter, among the Class A Certificates and the Mezzanine Certificates
on a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rate on the respective Certificate Principal Balance
of
each such Certificate and (2) the aggregate amount of any Realized Losses and
Net WAC Rate Carryover Amounts incurred for any Distribution Date shall be
allocated to the Class CE Certificates based on, and to the extent of, one
month’s interest at the then applicable respective Pass-Through Rate on the
respective Notional Amount of each such Certificate.
For
purposes of calculating the amount of Uncertificated Interest for the REMIC
I
Regular Interests for any Distribution Date, the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Servicer pursuant to Section 3.24) 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 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
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 II-LTAA, REMIC II Regular Interest II-LTA1,
REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3, REMIC
II
Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6,
REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC
II
Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular
Interest II-LTM11 and REMIC II Regular Interest II-LTZZ, pro
rata,
based
on, and to the extent of, one month’s interest at the then applicable respective
REMIC II Remittance Rates on the respective Uncertificated Balances of each
such
REMIC II Regular Interest.
| SECTION 1.03. |
Rights
of the NIMS Insurer.
|
Each
of
the rights of the NIMS Insurer set forth in this Agreement shall exist so long
as (i) the NIMS Insurer has undertaken to guarantee certain payments of notes
issued pursuant to the Indenture and (ii) the notes issued pursuant to the
Indenture remain outstanding or the NIMS Insurer is owed amounts in respect
of
its guarantee of payment on such notes; provided, however, the NIMS Insurer
shall not have any rights hereunder (except pursuant to Section 11.01 and
any rights to indemnification hereunder in the case of clause (ii) below) so
long as (i) the NIMS Insurer has not undertaken to guarantee certain payments
of
notes issued pursuant to the Indenture or (ii) any default has occurred and
is
continuing under the insurance policy issued by the NIMS Insurer with respect
to
such notes.
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
ORIGINAL
ISSUANCE OF CERTIFICATES
| SECTION 2.01. |
Conveyance
of the Mortgage Loans.
|
The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trustee without recourse,
for the benefit of the Certificateholders, all the right, title and interest
of
the Depositor, including any security interest therein for the benefit of the
Depositor, in and to the Mortgage Loans identified on the Mortgage Loan
Schedule, the rights of the Depositor under the Assignment Agreement, payments
made to the Trust Administrator by the Swap Administrator under the Swap
Administration Agreement and the Swap Account and all other assets included
or
to be included in REMIC I. Such assignment includes all interest and principal
received by the Depositor or the Servicer on or with respect to the Mortgage
Loans (other than payments of principal and interest due on such Mortgage Loans
on or before the Cut-off Date). Any payments received on the Mortgage Loans
after the Cut-off Date, whether in the form of Monthly Payments, Liquidation
Proceeds, Insurance Proceeds, Principal Prepayments, Subsequent Recoveries
or
any other amounts collected on such Mortgage Loan, shall be used first to
satisfy any amounts due on such Mortgage Loan on or prior to the Cut-off Date.
The Depositor herewith delivers to the Trustee executed originals of each
Assignment Agreement.
In
connection with such transfer and assignment, the Depositor does hereby deliver
to, and deposit with, to the Custodian (on behalf of the Trustee), with respect
the Mortgage Loans, the following documents or instruments with respect to
each
Mortgage Loan so transferred and assigned (a “Mortgage File”):
(i) the
original Mortgage Note, endorsed in blank or in the following form: “Pay to the
order of U.S. Bank National Association, as Trustee under the applicable
agreement, without recourse,” with all prior and intervening endorsements
showing a complete chain of endorsement from the Originator to the Person so
endorsing to the Trustee;
(ii) the
original Mortgage, noting the presence of the MIN of the Mortgage Loan and
language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan
is
a MOM Loan, with evidence of recording thereon, and the original recorded power
of attorney, if the Mortgage was executed pursuant to a power of attorney,
with
evidence of recording thereon;
(iii) unless
the Mortgage Loan is registered on the MERS® System, an original Assignment in
blank;
(iv) the
original recorded Assignment or Assignments showing a complete chain of
assignment from the Originator to the Person assigning the Mortgage to the
Trustee (or to MERS, if the Mortgage Loan is registered on the MERS® System and
noting the presence of the MIN) as contemplated by the immediately preceding
clause (iii);
(v) the
original or copies of each assumption, modification, written assurance or
substitution agreement, if any; and
(vi) the
original lender’s title insurance policy, together with all endorsements or
riders that were issued with or subsequent to the issuance of such policy,
insuring the priority of the Mortgage as a first or second lien on the Mortgaged
Property represented therein as a fee interest vested in the Mortgagor, or
in
the event such original title policy is unavailable, a written commitment or
uniform binder or preliminary report of title issued by the title insurance
or
escrow company.
With
respect to a maximum of 1.0% of the Mortgage Loans, by outstanding Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date, if any original
Mortgage Note referred to in Section 2.01(i) above cannot be located, the
obligations of the Depositor to deliver such documents shall be deemed to be
satisfied upon delivery to the Trustee (or the Custodian on behalf of the
Trustee) of a photocopy of such Mortgage Note, if available, with a lost note
affidavit substantially in the form of Exhibit I attached hereto. If any of
the
original Mortgage Notes for which a lost note affidavit was delivered to the
Trustee (or the Custodian on behalf of the Trustee) with respect to the related
Mortgage Files, is subsequently located, such original Mortgage Note shall
be
delivered to the Trustee (or the Custodian on behalf of the Trustee) within
three Business Days.
Except
with respect to any Mortgage Loan for which MERS is identified on the Mortgage
or on a properly recorded assignment of the Mortgage as the mortgagee of record,
the Trustee (upon receipt of notice from the Custodian) shall promptly (within
sixty Business Days following the later of the Closing Date and the date of
receipt by the Trustee or the Custodian on behalf of the Trustee of the
recording information for a Mortgage, but in no event later than ninety days
following the Closing Date) enforce the obligations of the Originator pursuant
to the terms of the Originator Master Agreement to submit or cause to be
submitted for recording, at no expense to the Trust Fund, the Trustee, the
Trust
Administrator, the Custodian, the Servicer, the Master Servicer or the
Depositor, in the appropriate public office for real property records, each
Assignment referred to in Sections 2.01(iii) and (iv) above and in connection
therewith, the Trustee (upon receipt of notice from the Custodian) shall enforce
the obligation of the Originator pursuant to the terms of the Originator Master
Agreement to execute each original Assignment in the following form: “U.S. Bank
National Association, as Trustee under the applicable agreement.” In the event
that any such Assignment is lost or returned unrecorded because of a defect
therein, the Trustee (upon receipt of notice from the Custodian) shall enforce
the obligation of the Originator pursuant to the Originator Master Agreement
to
promptly prepare or cause to be prepared a substitute Assignment or cure or
cause to be cured such defect, as the case may be, and thereafter cause each
such Assignment to be duly recorded.
In
connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Depositor further agrees that it will cause, within 30 Business
Days
after the Closing Date, the MERS® System to indicate that such Mortgage Loans
have been assigned by the Depositor to the Trustee in accordance with this
Agreement for the benefit of the Certificateholders by including (or deleting,
in the case of Mortgage Loans which are repurchased in accordance with this
Agreement) in such computer files (a) the code in the field which identifies
the
specific Trustee and (b) the code in the field “Pool Field” which identifies the
series of the Certificates issued in connection with such Mortgage Loans. The
Depositor further agrees that it will not, and will not permit the Servicer
to,
and the Servicer agrees that it will not, alter the codes referenced in this
paragraph with respect to any Mortgage Loan during the term of this Agreement
unless and until such Mortgage Loan is repurchased in accordance with the terms
of this Agreement.
If
any of
the documents referred to in Sections 2.01(ii), (iii) or (iv) has, as of the
Closing Date, been submitted for recording but either (x) has not been returned
from the applicable public recording office or (y) has been lost or such public
recording office has retained the original of such document, the obligations
of
the Depositor to deliver such documents shall be deemed to be satisfied upon
(1)
delivery to the Trustee (or the Custodian on behalf of the Trustee) of a copy
of
each such document certified by the Originator in the case of (x) above or
the
applicable public recording office in the case of (y) above to be a true and
complete copy of the original that was submitted for recording and (2) if such
copy is certified by the Originator, delivery to the Trustee (or the Custodian
on behalf of the Trustee) promptly upon receipt thereof of either the original
or a copy of such document certified by the applicable public recording office
to be a true and complete copy of the original.
If
the
original lender’s title insurance policy was not delivered pursuant to Section
2.01(vi) above, the Depositor shall deliver or cause to be delivered to the
Trustee (or the Custodian on behalf of the Trustee), promptly after receipt
thereof, the original lender’s title insurance policy with a copy thereof to the
Servicer. The Depositor shall deliver or cause to be delivered to the Trustee
(or the Custodian on behalf of the Trustee) promptly upon receipt thereof any
other original documents constituting a part of a Mortgage File received with
respect to any Mortgage Loan, including, but not limited to, any original
documents evidencing an assumption or modification of any Mortgage Loan with
a
copy thereof to the Servicer.
The
Depositor shall prepare and execute, the Trustee shall co-sign, and the
Depositor shall deliver to the Originator, a request that the Originator deliver
all original trailing documents required to be included in the servicing file
(including but not limited to the mortgagee policy of title insurance and any
mortgage loan documents upon return from the recording office), pursuant to
the
Originator Master Agreement, to the Servicer, for the purpose of reviewing
and
imaging such documents in connection with its servicing duties under this
Agreement.
The
Servicer after its review of such documents, shall promptly deliver such
documents to the Trustee (or the Custodian on behalf of the Trustee). The
Servicer shall be responsible for any costs incurring pursuant to its review
and
imaging of such documents and for any costs in connection with the delivery
of
such documents to the Trustee or the Custodian. No expenses incurred in
connection with such request shall be chargeable to the Collection Account
or
the Distribution Account. Subject to Section 6.03(a), the Servicer shall have
no
liability as a result of an inability to service any Mortgage Loan due to its
failure to receive any documents missing from the Mortgage File or servicing
file, provided, however, the Servicer shall remain liable to the Trust for
any
loss or damage of such trailing documents.
All
original documents relating to the Mortgage Loans that are not delivered to
the
Trustee (or the Custodian on behalf of the Trustee) are and shall be held by
or
on behalf of the Originator, the Seller, the Depositor or the Servicer, as
the
case may be, in trust for the benefit of the Trustee on behalf of the
Certificateholders. In the event that any such original document is required
pursuant to the terms of this Section 2.01 to be a part of a Mortgage File,
such
document shall be delivered promptly to the Trustee (or the Custodian on behalf
of the Trustee). Any such original document delivered to or held by the
Depositor that is not required pursuant to the terms of this Section to be
a
part of a Mortgage File, shall be delivered promptly to the
Servicer.
The
Depositor and the Trustee hereto understand and agree that it is not intended
that any Mortgage Loan be included in the Trust that is a “High-Cost Home Loan”
as defined by the Homeownership and Equity Protection Act of 1994 or any other
applicable predatory or abusive lending laws.
The
Depositor hereby directs the Trust
Administrator to
execute, deliver and perform its obligations under the Cap Contract and hereby
directs the Supplemental Interest Trust Trustee to execute, deliver and perform
its obligations under the Interest Rate Swap Agreement and to assign any rights
to receive payments from the Cap Provider to the Trust and to assign any rights
to receive payments from the Swap Provider to the Swap Administrator pursuant
to
the Swap Administration Agreement and the Depositor further directs the Trust
Administrator to execute, deliver and perform its obligations under the Swap
Administration Agreement. The Seller, the Depositor, the Servicer and the
Holders of the Class A Certificates and the Mezzanine Certificates by their
acceptance of such Certificates acknowledge and agree that the Trust
Administrator
shall execute, deliver and perform its obligations under the Cap Contract,
the
Interest Rate Swap Agreement and the Swap Administration Agreement and shall
do
so solely in its capacity as Trust Administrator, Supplemental Interest Trust
Trustee or as Swap Administrator, as the case may be, and not in its individual
capacity. Every provision of this Agreement relating to the conduct or affecting
the liability of or affording protection to the Trust Administrator shall apply
to the Trust Administrator’s execution of the execution of the Cap Contract, the
Interest Rate Swap Agreement and the Swap Administration Agreement, and the
performance of its duties and satisfaction of its obligations
thereunder.
| SECTION 2.02. |
Acceptance
of REMIC I by Trustee.
|
The
Trustee acknowledges receipt (or receipt by the Custodian on behalf of the
Trustee), subject to the provisions of Section 2.01 and subject to any
exceptions noted on the exception report described in the next paragraph below,
of the documents referred to in Section 2.01 (other than such documents
described in Section 2.01(v)) above and all other assets included in the
definition of “REMIC I” under clauses (i), (iii), (iv) and (v) (to the extent of
amounts deposited into the Distribution Account) and declares that it holds
and
will hold such documents and the other documents delivered to it constituting
a
Mortgage File, and that it holds or will hold all such assets and such other
assets included in the definition of “REMIC I” in trust for the exclusive use
and benefit of all present and future Certificateholders.
The
Trustee (or the Custodian on behalf of the Trustee pursuant to the Custodial
Agreement) agrees, to execute and deliver to the Depositor and the NIMS Insurer
on or prior to the Closing Date an acknowledgment of receipt of the original
Mortgage Notes (with any exceptions noted), substantially in the form attached
as Exhibit C-3 hereto or the form specified in the Custodial
Agreement.
The
Trustee (or the Custodian on behalf of the Trustee pursuant to the Custodial
Agreement) agrees, for the benefit of the Certificateholders and the NIMS
Insurer on or prior to the Closing Date, to review each Mortgage File and to
certify in substantially the form attached hereto as Exhibit C-1 or
the
form specified in the Custodial Agreement (such
certification may be combined with the certification given in the preceding
paragraph) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan specifically
identified in the exception report annexed thereto as not being covered by
such
certification), (i) all documents constituting part of such Mortgage File (other
than such documents described in Section 2.01(v)) required to be delivered
to it
pursuant to this Agreement are in its possession, (ii) such documents have
been
reviewed by it and appear regular on their face and relate to such Mortgage
Loan
and (iii) based on its examination and only as to the foregoing, the information
set forth in the Mortgage Loan Schedule that corresponds to items (1), (3),
(11), (12), (15) and (18) of the definition of “Mortgage Loan Schedule”
accurately reflects information set forth in the Mortgage File. It is herein
acknowledged that, in conducting such review, the Trustee (or the Custodian
on
behalf of the Trustee) is under no duty or obligation (i) to inspect, review
or
examine any such documents, instruments, certificates or other papers to
determine whether they are genuine, enforceable, or appropriate for the
represented purpose or whether they have actually been recorded or that they
are
other than what they purport to be on their face or (ii) to determine whether
any Mortgage File should include any of the documents specified in clause (v)
of
Section 2.01.
Prior
to
the first anniversary date of this Agreement, the Trustee (or the Custodian
on
behalf of the Trustee pursuant to the Custodial Agreement) shall deliver to
the
Depositor, the NIMS Insurer, the Trustee, the Servicer and the Master Servicer
a
final certification in the form annexed hereto as Exhibit C-2 or the form
specified in the Custodial Agreement evidencing the completeness of the Mortgage
Files, with any applicable exceptions noted thereon, and the Servicer shall
forward a copy thereof to any Sub-Servicer.
If
in the
process of reviewing the Mortgage Files and making or preparing, as the case
may
be, the certifications referred to above, the Trustee (or the Custodian on
behalf of the Trustee) finds any document or documents constituting a part
of a
Mortgage File to be missing or defective in any material respect, at the
conclusion of its review the Trustee (or the Custodian on behalf of the Trustee)
shall so notify the Depositor, the NIMS Insurer, the Trustee, the Servicer
and
the Master Servicer. In addition, upon the discovery by the Depositor, the
NIMS
Insurer, the Servicer or the Master Servicer of a breach of any of the
representations and warranties made by the Originator or the Seller in the
Assignment Agreement or the Originator Master Agreement in respect of any
Mortgage Loan which materially adversely affects such Mortgage Loan or the
interests of the related Certificateholders in such Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other
parties.
The
Trustee (or the Custodian on behalf of the Trustee) shall, at the written
request and expense of any Certificateholder, provide a written report to the
Trust Administrator for forwarding to such Certificateholder of all related
Mortgage Files released to the Servicer for servicing purposes.
The
Depositor and the Trustee intend that the assignment and transfer herein
contemplated constitute a sale of the Mortgage Loans, the related Mortgage
Notes
and the related documents, conveying good title thereto free and clear of any
liens and encumbrances, from the Depositor to the Trustee in trust for the
benefit of the Certificateholders and that such property not be part of the
Depositor’s estate or property of the Depositor in the event of any insolvency
by the Depositor. In the event that such conveyance is deemed to be, or to
be
made as security for, a loan, the parties intend that the Depositor shall be
deemed to have granted and does hereby grant to the Trustee a first priority
perfected security interest in all of the Depositor’s right, title and interest
in and to the Mortgage Loans, the related Mortgage Notes and the related
documents, and that this Agreement shall constitute a security agreement under
applicable law.
Notwithstanding
anything to the contrary contained herein, the parties hereto acknowledge that
the functions of the Trustee with respect to the custody, acceptance,
inspection, receipt and release of the Mortgage Files and other documentation
pursuant to Section 2.01, 2.02 and 2.03 and preparation and delivery of the
acknowledgements of receipt and the certifications required under such sections
shall be performed by the Custodian pursuant to the terms and conditions of
the
Custodial Agreement.
| SECTION 2.03. |
Repurchase
or Substitution of Mortgage Loans by the Originator or the
Seller.
|
(a) Upon
receipt of written notice from the Custodian or the Servicer of any materially
defective document in, or that a document is missing from, a Mortgage File
or
from the Depositor, the Servicer, the Master Servicer, the Trust Administrator
or the Custodian of the breach by the Originator or the Seller of any
representation, warranty or covenant under the Assignment Agreement or the
Originator Master Agreement (including any representation, warranty or covenant
regarding the Prepayment Charge Schedule) in respect of any Mortgage Loan that
materially adversely affects the value of such Mortgage Loan or the interest
therein of the Certificateholders, the Trustee shall promptly notify the Trust
Administrator, the Seller, the NIMS Insurer, the Originator, the Servicer and
the Master Servicer of such defect, missing document or breach and request
that
the Originator or the Seller, as applicable, deliver such missing document
or
cure such defect or breach within 90 days from the date the Originator or the
Seller, as applicable, was notified of such missing document, defect or breach,
and if the Trustee receives written notice from the Depositor, the Servicer,
the
Master Servicer, the Trust Administrator or the Custodian that the Originator
or
the Seller, as applicable, has not delivered such missing document or cured
such
defect or breach in all material respects during such period, the Trustee shall
enforce the obligations of the Originator or the Seller, as applicable, under
the Assignment Agreement and/or Originator Master Agreement to repurchase such
Mortgage Loan from REMIC I at the Purchase Price. The Purchase Price for the
repurchased Mortgage Loan shall be remitted to the Servicer for deposit in
the
Collection Account and the Trustee (or the Custodian on behalf of the Trustee),
upon receipt of written certification from the Servicer of such deposit, shall
release to the Originator or Seller, as applicable, the related Mortgage File
and the Trustee shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Originator or Seller, as
applicable, shall furnish to it and as shall be necessary to vest in the
Originator or Seller, as applicable, any Mortgage Loan released pursuant hereto.
In furtherance of the foregoing, if the Originator or Seller, as applicable,
is
not a member of MERS and repurchases a Mortgage Loan which is registered on
the
MERS® System, the Originator or Seller, as applicable, at its own expense and
without any right of reimbursement, shall cause MERS to execute and deliver
an
assignment of the Mortgage in recordable form to transfer the Mortgage from
MERS
to the Originator or Seller, as applicable, and shall cause such Mortgage to
be
removed from registration on the MERS® System in accordance with MERS’ rules and
regulations. Neither the Trustee nor the Custodian shall have any further
responsibility with regard to such Mortgage File. In lieu of repurchasing any
such Mortgage Loan as provided above and in the case of the Originator, if
so
provided in the Originator Master Agreement, the Originator or Seller, as
applicable, may cause such Mortgage Loan to be removed from REMIC I (in which
case it shall become a Deleted Mortgage Loan) and substitute one or more
Qualified Substitute Mortgage Loans in the manner and subject to the limitations
set forth in Section 2.03(b); provided, however, the Originator or Seller,
as
applicable, may not substitute a Qualified Substitute Mortgage Loan for any
Deleted Mortgage Loan that violates any predatory or abusive lending law. It
is
understood and agreed that the obligation of the Originator or Seller, as
applicable, to cure or to repurchase (or to substitute for) any Mortgage Loan
as
to which a document is missing, a material defect in a constituent document
exists or as to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such omission, defect or breach available
to the Trustee and the Certificateholders.
(b) Any
substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
made pursuant to Section 2.03(a) must be effected prior to the date which
is two years after the Startup Day for REMIC I.
As
to any
Deleted Mortgage Loan for which the Originator or Seller, as applicable,
substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution
shall be effected by the
Originator
or Seller, as applicable, delivering to the Trustee (or the Custodian on behalf
of the Trustee), for such Qualified Substitute Mortgage Loan or Loans, the
Mortgage Note, the Mortgage, the Assignment in blank or to the Trustee (or
the
Custodian on behalf of the Trustee), and such other documents and agreements,
with all necessary endorsements thereon, as are required by Section 2.01,
together with an Officers’ Certificate providing that each such Qualified
Substitute Mortgage Loan satisfies the definition thereof and specifying the
Substitution Adjustment Amount (as described below), if any, in connection
with
such substitution. The Trustee (or the Custodian on behalf of the Trustee)
shall
acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans and,
within ten Business Days thereafter, review such documents as specified in
Section 2.02 and deliver to the Depositor, the NIMS Insurer and the Servicer,
with respect to such Qualified Substitute Mortgage Loan or Loans, a
certification substantially in the form attached hereto as Exhibit C-1, with
any
applicable exceptions noted thereon. Within one year of the date of
substitution, the Trustee (or the Custodian on behalf of the Trustee) shall
deliver to the Depositor, the NIMS Insurer and the Servicer a certification
substantially in the form of Exhibit C-2 hereto with respect to such Qualified
Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon.
Monthly Payments due with respect to Qualified Substitute Mortgage Loans in
the
month of substitution are not part of REMIC I and will be retained by the
Originator or Seller, as applicable. For the month of substitution,
distributions to Certificateholders will reflect the Monthly Payment due on
such
Deleted Mortgage Loan on or before the Due Date in the month of substitution,
and the Originator or Seller, as applicable,shall thereafter be entitled to
retain all amounts subsequently received in respect of such Deleted Mortgage
Loan. The Depositor shall give or cause to be given written notice to the
Certificateholders and the NIMS Insurer that such substitution has taken place,
shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted
Mortgage Loan from the terms of this Agreement and the substitution of the
Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such
amended Mortgage Loan Schedule to the Master Servicer, the Trust Administrator,
the Trustee, the Custodian, the Servicer and the NIMS Insurer. Upon such
substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute
part of the Mortgage Pool and shall be subject in all respects to the terms
of
this Agreement and the Assignment Agreement, including, all applicable
representations and warranties thereof included in the Originator Master
Agreement.
For
any
month in which the Originator or Seller, as applicable, substitutes one or
more
Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans,
the
Servicer will determine the amount (the “Substitution Adjustment Amount”), if
any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans
exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan,
the Stated Principal Balance thereof as of the date of substitution, together
with one month’s interest on such Stated Principal Balance at the applicable Net
Mortgage Rate, plus all outstanding Advances and Servicing Advances (including
Nonrecoverable Advances and Nonrecoverable Servicing Advances) related thereto.
On the date of such substitution, the Originator or Seller, as applicable,
will
deliver or cause to be delivered to the Servicer for deposit in the Collection
Account an amount equal to the Substitution Adjustment Amount, if any, and
the
Trustee (or the Custodian on behalf of the Trustee), upon receipt of the related
Qualified Substitute Mortgage Loan or Loans and written notice by the Servicer
of such deposit, shall release to the Originator or Seller, as applicable,
the
related Mortgage File or Files and the Trustee shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, the
Originator or Seller, as applicable, shall deliver to it and as shall be
necessary to vest therein any Deleted Mortgage Loan released pursuant
hereto.
In
addition, the Originator or Seller, as applicable, shall obtain at its own
expense and deliver to the Trustee, the Trust Administrator and the NIMS Insurer
an Opinion of Counsel to the effect that such substitution will not cause (a)
any federal tax to be imposed on any Trust REMIC, including without limitation,
any federal tax imposed on “prohibited transactions” under Section 860F(a)(1) of
the Code or on “contributions after the startup date” under Section 860G(d)(1)
of the Code, or (b) any Trust REMIC to fail to qualify as a REMIC at any time
that any Certificate is outstanding.
(c) Upon
discovery by the Depositor, the NIMS Insurer, the Seller, the Servicer, the
Master Servicer or the Trust Administrator that any Mortgage Loan does not
constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of
the Code, the party discovering such fact shall within two Business Days give
written notice thereof to the other parties hereto and the Trustee shall give
written notice to the Originator or Seller, as applicable. In connection
therewith, the Originator, the Seller or the Depositor shall repurchase or,
subject to the limitations set forth in Section 2.03(b), substitute one or
more
Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 90
days of the earlier of discovery or receipt of such notice with respect to
such
affected Mortgage Loan. Such repurchase or substitution shall be made by (i)
the
Originator or Seller, as applicable, if the affected Mortgage Loan’s status as a
non-qualified mortgage is or results from a breach of any representation,
warranty or covenant made by the Originator or Seller, as applicable, under
the
Assignment Agreement or the Originator Master Agreement, or (ii) the Depositor,
if the affected Mortgage Loan’s status as a non-qualified mortgage is a breach
of no representation or warranty. Any such repurchase or substitution shall
be
made in the same manner as set forth in Section 2.03(a). The Trustee shall
reconvey to the Depositor, the Originator or the Seller the Mortgage Loan to
be
released pursuant hereto in the same manner, and on the same terms and
conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty.
| SECTION 2.04. |
Reserved.
|
| SECTION 2.05. |
Representations,
Warranties and Covenants of the Servicer and the Master
Servicer.
|
The
Servicer hereby represents, warrants and covenants to the Trustee and the Trust
Administrator, for the benefit of each of the Trustee, the Trust Administrator
and the Certificateholders, and to the Depositor that as of the Closing Date
or
as of such date specifically provided herein:
(1) The
Servicer is a limited liability company duly organized and validly existing
under the laws of the State of Delaware and is duly authorized and qualified
to
transact any and all business contemplated by this Agreement to be conducted
by
the Servicer in any state in which a Mortgaged Property is located or is
otherwise not required under applicable law to effect such qualification and,
in
any event, is in compliance with the doing business laws of any such State,
to
the extent necessary to ensure its ability to enforce each Mortgage Loan and
to
service the Mortgage Loans in accordance with the terms of this
Agreement;
(2) The
Servicer has the full power and authority to conduct its business as presently
conducted by it and to execute, deliver and perform, and to enter into and
consummate, all transactions contemplated by this Agreement. The Servicer has
duly authorized the execution, delivery and performance of this Agreement,
has
duly executed and delivered this Agreement, and this Agreement, assuming due
authorization, execution and delivery by the other parties hereto, constitutes
a
legal, valid and binding obligation of the Servicer, enforceable against it
in
accordance with its terms except as the enforceability thereof may be limited
by
bankruptcy, insolvency, reorganization or similar laws affecting the enforcement
of creditors’ rights generally and by general principles of equity;
(3) The
execution and delivery of this Agreement by the Servicer, the servicing of
the
Mortgage Loans by the Servicer hereunder, the consummation by the Servicer
of
any other of the transactions herein contemplated, and the fulfillment of or
compliance with the terms hereof are in the ordinary course of business of
the
Servicer and will not (A) result in a breach of any term or provision of the
certificate of formation or limited liability company agreement of the Servicer
or (B) conflict with, result in a breach, violation or acceleration of, or
result in a default under, the terms of any other material agreement or
instrument to which the Servicer is a party or by which it may be bound, or
any
statute, order or regulation applicable to the Servicer of any court, regulatory
body, administrative agency or governmental body having jurisdiction over the
Servicer; and the Servicer is not a party to, bound by, or in breach or
violation of any indenture or other agreement or instrument, or subject to
or in
violation of any statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it, which
materially and adversely affects or, to the Servicer’s knowledge, would in the
future materially and adversely affect, (x) the ability of the Servicer to
perform its obligations under this Agreement or (y) the business, operations,
financial condition, properties or assets of the Servicer taken as a
whole;
(4) The
Servicer is a HUD approved servicer. No event has occurred, including but not
limited to a change in insurance coverage, that would make the Servicer unable
to comply with HUD eligibility requirements or that would require notification
to HUD;
(5) The
Servicer does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant made by it and contained in this
Agreement;
(6) No
information, certificate of an officer, statement furnished in writing or report
delivered to the Trustee or the Trust Administrator by the Servicer in
connection with the transactions contemplated hereby contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained therein, in light of the circumstances
under which they were made, not misleading (except to the extent that any such
information, statement or report has been corrected or superseded in writing
by
the Servicer as of the Closing Date, it being understood (i) that the Servicer
has delivered no certificate of an officer prior to the Closing Date and (ii)
that any representations, warranties and indemnifications as to the accuracy
and
completeness of the Prospectus Supplement made by the Servicer in agreements
and
Officers’ Certificates delivered by the Servicer on the Closing Date in
connection with the transactions contemplated by this Agreement shall be
interpreted such that the information in the Prospectus Supplement provided
by
the Servicer is deemed to correct and/or supersede as of the Closing Date,
within the meaning of this parenthetical, any information, statement or report
delivered by the Servicer to the Trustee prior to the Closing Date that is
inconsistent with the information in the Prospectus Supplement or that was
omitted from such information, statement or report delivered prior to the
Closing Date);
(7) No
litigation is pending against the Servicer that would materially and adversely
affect the execution, delivery or enforceability of this Agreement or the
ability of the Servicer to service the Mortgage Loans or to perform any of
its
other obligations hereunder in accordance with the terms hereof;
(8) There
are
no actions or proceedings against, or investigations known to it of, the
Servicer before any court, administrative or other tribunal (A) that might
prohibit its entering into this Agreement, (B) seeking to prevent the
consummation of the transactions contemplated by this Agreement or (C) that
might prohibit or materially and adversely affect the performance by the
Servicer of its obligations under, or validity or enforceability of, this
Agreement;
(9) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Servicer
of,
or compliance by the Servicer with, this Agreement or the consummation by it
of
the transactions contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been obtained prior
to
the Closing Date;
(10) The
Servicer will not waive any Prepayment Charge unless it is waived in accordance
with the standard set forth in Section 3.01; and
(11) With
respect to each Mortgage Loan, the Servicer has fully and accurately furnished
with respect to the period in which it serviced the Mortgage Loans, and will
continue to fully and accurately furnish, complete information on the related
borrower credit files to Equifax, Experian and Trans Union Credit Information
Company, in accordance with the Fair Credit Reporting Act and its implementing
regulations.
It
is
understood and agreed that the representations, warranties and covenants set
forth in this Section 2.05 shall survive delivery of the Mortgage Files to
the
Trustee or the Custodian and shall inure to the benefit of the Trustee, the
Depositor and the Certificateholders. Upon discovery by any of the Depositor,
the Servicer, the NIMS Insurer, the Trust Administrator or the Trustee of a
breach of any of the foregoing representations, warranties and covenants which
materially and adversely affects the value of any Mortgage Loan or the interests
therein of the Certificateholders, the party discovering such breach shall
give
prompt written notice (but in no event later than two Business Days following
such discovery) to the Servicer, the NIMS Insurer, the Trust Administrator
and
the Trustee. Notwithstanding the foregoing, within 90 days of the earlier of
discovery by the Servicer or receipt of notice by the Servicer of the breach
of
the representation or covenant of the Servicer set forth in Section 2.05(a)(10)
above which materially and adversely affects the interests of the Holders of
the
Class P Certificates in any Prepayment Charge, the Servicer must pay the amount
of such waived Prepayment Charge, for the benefit of the Holders of the Class
P
Certificates, by depositing such amount into the Collection Account. The
foregoing shall not, however, limit any remedies available to the
Certificateholders, the Depositor, the Trust Administrator or the Trustee on
behalf of the Certificateholders, pursuant to the Originator Master Agreement
respecting a breach of the representations, warranties and covenants of the
Originator made in its capacity as a party to the Originator Master
Agreement.
(b) The
Master Servicer hereby represents, warrants and covenants to the Trustee, for
the benefit of each of the Trustee and the Certificateholders, and to the
Servicer and the Depositor that as of the Closing Date or as of such date
specifically provided herein:
(1) The
Master Servicer is a national banking association duly formed, validly existing
and in good standing under the laws of the United States of America and is
duly
authorized and qualified to transact any and all business contemplated by this
Agreement to be conducted by the Master Servicer;
(2) The
Master Servicer has the full power and authority to conduct its business as
presently conducted by it and to execute, deliver and perform, and to enter
into
and consummate, all transactions contemplated by this Agreement. The Master
Servicer has duly authorized the execution, delivery and performance of this
Agreement, has duly executed and delivered this Agreement, and this Agreement,
assuming due authorization, execution and delivery by the Depositor and the
Trustee, constitutes a legal, valid and binding obligation of the Master
Servicer, enforceable against it in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting the enforcement of creditors’ rights generally and by
general principles of equity;
(3) The
execution and delivery of this Agreement by the Master Servicer, the
consummation by the Master Servicer of any other of the transactions herein
contemplated, and the fulfillment of or compliance with the terms hereof are
in
the ordinary course of business of the Master Servicer and will not (A) result
in a breach of any term or provision of charter and by-laws of the Master
Servicer or (B) conflict with, result in a breach, violation or acceleration
of,
or result in a default under, the terms of any other material agreement or
instrument to which the Master Servicer is a party or by which it may be bound,
or any statute, order or regulation applicable to the Master Servicer of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over the Master Servicer; and the Master Servicer is not a party
to, bound by, or in breach or violation of any indenture or other agreement
or
instrument, or subject to or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it, which materially and adversely affects or, to the Master
Servicer’s knowledge, would in the future materially and adversely affect, the
ability of the Master Servicer to perform its obligations under this
Agreement;
(4) The
Master Servicer or an Affiliate thereof is an approved seller/servicer for
Xxxxxx Xxx or Xxxxxxx Mac in good standing and is a HUD approved mortgagee
pursuant to Section 203 of the National Housing Act;
(5) The
Master Servicer does not believe, nor does it have any reason or cause to
believe, that it cannot perform each and every covenant made by it and contained
in this Agreement;
(6) No
litigation is pending against the Master Servicer that would materially and
adversely affect the execution, delivery or enforceability of this Agreement
or
the ability of the Master Servicer to perform any of its other obligations
hereunder in accordance with the terms hereof,
(7) There
are
no actions or proceedings against, or investigations known to it of, the Master
Servicer before any court, administrative or other tribunal (A) that might
prohibit its entering into this Agreement, (B) seeking to prevent the
consummation of the transactions contemplated by this Agreement or (C) that
might prohibit or materially and adversely affect the performance by the Master
Servicer of its obligations under, or validity or enforceability of, this
Agreement; and
(8) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Master
Servicer of, or compliance by the Master Servicer with, this Agreement or the
consummation of the transactions contemplated by this Agreement, except for
such
consents, approvals, authorizations or orders, if any, that have been obtained
prior to the Closing Date.
It
is
understood and agreed that the representations, warranties and covenants set
forth in this Section 2.05 shall survive delivery of the Mortgage Files to
the Trust Administrator, the Trustee or the Custodian, as applicable and shall
inure to the benefit of the Trustee, the Depositor and the Certificateholders.
Upon discovery by any of the Depositor, the Servicer, the Master Servicer,
the
NIMS Insurer or the Trustee of a breach of any of the foregoing representations,
warranties and covenants which materially and adversely affects the value of
any
Mortgage Loan or the interests therein of the Certificateholders, the party
discovering such breach shall give prompt written notice (but in no event later
than two Business Days following such discovery) to other parties to this
Agreement.
| SECTION 2.06. |
Conveyance
of REMIC Regular Interests and Acceptance of REMIC I, REMIC II, REMIC
III, REMIC IV, REMIC V and REMIC VI by the Trustee; Issuance of
Certificates.
|
(a) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the assets
described in the definition of REMIC I for the benefit of the Holders of the
REMIC I Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-I Interest). The Trustee acknowledges
receipt of the assets described in the definition of REMIC I and declares that
it holds and will hold the same in trust for the exclusive use and benefit
of
the holders of the REMIC I Regular Interests and the Class R Certificates (in
respect of the Class R-I Interest). The interests evidenced by the Class R-I
Interest, together with the REMIC I Regular Interests, constitute the entire
beneficial ownership interest in REMIC I.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
I Regular Interests (which are uncertificated) for the benefit of the Holders
of
the REMIC II Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-II Interest). The Trustee acknowledges
receipt of the REMIC I Regular Interests and declares that it holds and will
hold the same in trust for the exclusive use and benefit of the Holders of
the
REMIC II Regular Interests and the Class R Certificates (in respect of the
Class
R-II Interest). The interests evidenced by the Class R-II Interest, together
with the REMIC II Regular Interests, constitute the entire beneficial ownership
interest in REMIC II.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
II Regular Interests (which are uncertificated) for the benefit of the Holders
of the REMIC III Regular Interests and the Class R Certificates (in respect
of
the Class R-III Interest). The Trustee acknowledges receipt of the REMIC II
Regular Interests and declares that it holds and will hold the same in trust
for
the exclusive use and benefit of the Holders of the REMIC III Regular Interests
and the Class R Certificates (in respect of the Class R-III Interest). The
interests evidenced by the Class R-III Interest, together with the Regular
Certificates (other than the Class CE Certificates and the Class P
Certificates), the Class CE Interest, the Class P Interest and the Class Swap-IO
Interest constitute the entire beneficial ownership interest in REMIC
III.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
CE Interest (which is uncertificated) for the benefit of the Holders of the
Class CE Certificates and the Class R-X Certificates (in respect of the Class
R-IV Interest). The Trustee acknowledges receipt of the Class CE Interest and
declares that it holds and will hold the same in trust for the exclusive use
and
benefit of the Holders of the Class CE Certificates and the Class R-X
Certificates (in respect of the Class R-IV Interest). The interests evidenced
by
the Class R-IV Interest, together with the Class CE Certificates, constitute
the
entire beneficial ownership interest in REMIC IV.
(e) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
P Interest (which is uncertificated) for the benefit of the Holders of the
Class
P Certificates and the Class R-X Certificates (in respect of the Class R-V
Interest). The Trustee acknowledges receipt of the Class P Interest and declares
that it holds and will hold the same in trust for the exclusive use and benefit
of the Holders of the Class P Certificates and the Class R-X Certificates (in
respect of the Class R-V Interest). The interests evidenced by the Class R-V
Interest, together with the Class P Certificates, constitute the entire
beneficial ownership interest in REMIC V.
(f) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
Swap-IO Interest (which is uncertificated) for the benefit of the Holders of
REMIC VI Regular Interest SWAP-IO and the Class R-X Certificates (in respect
of
the Class R-VI Interest). The Trustee acknowledges receipt of the Class Swap-IO
Interest and declares that it holds and shall hold the same in trust for the
exclusive use and benefit of the Holders of REMIC VI Regular Interest SWAP-IO
and the Class R-X Certificates (in respect of the Class R-VI Interest). The
interests evidenced by the Class R-VI Interest, together with REMIC VI Regular
Interest SWAP-IO, constitute the entire beneficial ownership interest in REMIC
VI.
| SECTION 2.07. |
Issuance
of Class R Certificates and Class R-X
Certificates.
|
(a) The
Trustee acknowledges the assignment to it of the REMIC I Regular Interests
and
REMIC II Regular Interests and, concurrently therewith and in exchange therefor,
pursuant to the written request of the Depositor executed by an officer of
the
Depositor, the Trustee has executed, authenticated and delivered to or upon
the
order of the Depositor, the Class R Certificates in authorized denominations.
The interests evidenced by the Class R Certificates (in respect of the Class
R-III Interest), together with the REMIC III Certificates, the Class CE
Interest, the Class P Interest and the Class Swap-IO Interest, constitute the
entire beneficial ownership interest in REMIC III.
(b) The
Trustee acknowledges the assignment to it of the Class CE Interest, the Class
P
Interest and the Class Swap-IO Interest, concurrently therewith and in exchange
therefor, pursuant to the written request of the Depositor executed by an
officer of the Depositor, the Trustee has executed, authenticated and delivered
to or upon the order of the Depositor, the Class R-X Certificates in authorized
denominations. The interests evidenced by the Class R-X Certificates, together
with the Class CE Certificates, the Class P Certificates and the REMIC VI
Regular Interest SWAP-IO constitute the entire beneficial ownership interest
in
REMIC IV, REMIC V and REMIC VI.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
| SECTION 3.01. |
Servicer
to Act as Servicer.
|
The
Servicer shall service and administer the Mortgage Loans on behalf of the Trust
Fund and in the best interests of and for the benefit of the Certificateholders
(as determined by the Servicer in its reasonable judgment) in accordance with
the terms of this Agreement and the respective Mortgage Loans and, to the extent
consistent with such terms, in the same manner in which it services and
administers similar mortgage loans for its own portfolio, giving due
consideration to customary and usual standards of practice of prudent mortgage
lenders and loan servicers administering similar mortgage loans but without
regard to:
(i) any
relationship that the Servicer, any Sub-Servicer or any Affiliate of the
Servicer or any Sub-Servicer may have with the related Mortgagor;
(ii) the
ownership or non-ownership of any Certificate by the Servicer or any Affiliate
of the Servicer;
(iii) the
Servicer’s obligation to make Advances or Servicing Advances; or
(iv) the
Servicer’s or any Sub-Servicer’s right to receive compensation for its services
hereunder or with respect to any particular transaction.
To
the
extent consistent with the foregoing, the Servicer (a) shall seek to maximize
the timely and complete recovery of principal and interest on the Mortgage Notes
and (b) shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge
only
under the following circumstances: (i) such waiver is standard and customary
in
servicing similar mortgage loans and such waiver relates to a default or a
reasonably foreseeable default and would, in the reasonable judgment of the
Servicer, maximize recovery of total proceeds taking into account the value
of
such Prepayment Charge and the related Mortgage Loan, (ii) the collection of
such Prepayment Charge would be in violation of applicable laws, (iii) the
amount of the Prepayment Charge set forth on the Prepayment Charge Schedule
is
not consistent with the related Mortgage Note or is otherwise unenforceable,
(iv) the collection of such Prepayment Charge would be considered “predatory”
pursuant to written guidance published or issued by any applicable federal,
state or local regulatory authority acting in its official capacity and having
jurisdiction over such matters or (v) the Servicer has not received information
and documentation sufficient to confirm the existence or amount of such
Prepayment Charge. If a Prepayment Charge is waived as permitted by meeting
the
standard described in clauses (ii), (iii), (iv) or (v) above, then the Trustee
(upon receipt of written notice from the Servicer that such waiver has occurred)
shall enforce the obligation of the Originator to pay the amount of such waived
Prepayment Charge to the Trust Administrator for deposit in the Distribution
Account for the benefit of the Holders of the Class P Certificates (the
“Originator Prepayment Charge Payment Amount”). If a Prepayment Charge is waived
other than in accordance with (i) through (v) above, the Servicer shall pay
the
amount of such waived Prepayment Charge to the Trust Administrator for deposit
in the Distribution Account for the benefit of the Holders of the Class P
Certificates (the “Servicer Prepayment Charge Payment Amount”).
To
the
extent consistent with the foregoing, the Servicer shall seek to maximize the
timely and complete recovery of principal and interest on the Mortgage Notes.
Subject only to the above-described servicing standards and the terms of this
Agreement and of the Mortgage Loans, the Servicer shall have full power and
authority, acting alone or through Sub-Servicers as provided in Section 3.02,
to
do or cause to be done any and all things in connection with such servicing
and
administration which it may deem necessary or desirable. Without limiting the
generality of the foregoing, the Servicer in its own name or in the name of
a
Sub-Servicer or in the name of the Trustee, solely in its capacity as Trustee
of
the Trust, is hereby authorized and empowered by the Trustee when the Servicer
believes it appropriate in its best judgment in accordance with the servicing
standards set forth above, to execute and deliver, on behalf of the
Certificateholders and the Trustee, any and all instruments of satisfaction
or
cancellation, or of partial or full release or discharge, and all other
comparable instruments, with respect to the Mortgage Loans and the Mortgaged
Properties and to institute foreclosure proceedings or obtain a deed-in-lieu
of
foreclosure so as to convert the ownership of such properties, and to hold
or
cause to be held title to such properties, on behalf of the Trustee and
Certificateholders. The Servicer shall service and administer the Mortgage
Loans
in accordance with applicable state and federal law and shall provide to the
Mortgagors any reports required to be provided to them thereby. The Servicer
shall also comply in the performance of this Agreement with all reasonable
rules
and requirements of each insurer under any standard hazard insurance policy.
Subject to Section 3.17, within fifteen (15) days of the Closing Date, the
Trustee shall execute, at the written request of the Servicer, and furnish
to
the Servicer and any Sub-Servicer any special or limited powers of attorney
and
other documents necessary or appropriate to enable the Servicer or any
Sub-Servicer to carry out their servicing and administrative duties hereunder;
provided,
such
limited powers of attorney or other documents shall be prepared by the Servicer
and submitted to the Trustee for execution. The Trustee shall not be liable
for
the actions of the Servicer or any Sub-Servicers under such powers of
attorney.
The
Servicer further is authorized and empowered by the Trustee, on behalf of the
Certificateholders and the Trustee, in its own name or in the name of the
Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be,
believes it is appropriate in its best judgment to register any Mortgage Loan
on
the MERS® System, or cause the removal from the registration of any Mortgage
Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and
the Certificateholders or any of them, any and all instruments of assignment
and
other comparable instruments with respect to such assignment or re-recording
of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any reasonable expenses incurred in connection with
the
actions described in the preceding sentence or as a result of MERS discontinuing
or becoming unable to continue operations in connection with the MERS® System,
shall be reimbursable to the Servicer by withdrawal from the Collection Account
pursuant to Section 3.11.
Subject
to Section 3.09, in accordance with the standards of the preceding paragraph,
the Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the timely payment of taxes and assessments on the
Mortgaged Properties, which advances shall be Servicing Advances reimbursable
in
the first instance from related collections from the Mortgagors pursuant to
Section 3.09, and further as provided in Section 3.11. Any cost incurred by
the
Servicer or by Sub-Servicers in effecting the timely payment of taxes and
assessments on a Mortgaged Property shall not, for the purpose of calculating
distributions to Certificateholders, be added to the unpaid Stated Principal
Balance of the related Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan so permit.
Notwithstanding
anything in this Agreement to the contrary, the Servicer may not make any future
advances with respect to a Mortgage Loan (except as provided in Section 4.03)
and the Servicer shall not (i) permit any modification with respect to any
Mortgage Loan that would change the Mortgage Rate, reduce or increase the Stated
Principal Balance (except for reductions resulting from actual payments of
principal) or change the final maturity date on such Mortgage Loan (unless,
as
provided in Section 3.07, the Mortgagor is in default with respect to the
Mortgage Loan or such default is, in the judgment of the Servicer, reasonably
foreseeable) or (ii) permit any modification, waiver or amendment of any term
of
any Mortgage Loan that would both (A) effect an exchange or reissuance of such
Mortgage Loan under Section 1001 of the Code (or Treasury regulations
promulgated thereunder) and (B) cause any REMIC created hereunder to fail to
qualify as a REMIC under the Code or the imposition of any tax on “prohibited
transactions” or “contributions after the startup date” under the REMIC
Provisions.
Notwithstanding
anything in this Agreement to the contrary and notwithstanding its ability
to do
so pursuant to the terms of the related Mortgage Note, the Servicer shall not
be
required to enforce any provision in any Mortgage Note the enforcement of which
would violate federal, state or local laws or ordinances designed to discourage
predatory lending practices.
The
Servicer may delegate its responsibilities under this Agreement; provided,
however, that no such delegation shall release the Servicer from the
responsibilities or liabilities arising under this Agreement.
| SECTION 3.02. |
Sub-Servicing
Agreements Between Servicer and
Sub-Servicers.
|
(a) The
Servicer may enter into Sub-Servicing Agreements with Sub-Servicers, for the
servicing and administration of the Mortgage Loans; provided, however, that
(i)
such sub-servicing arrangement and the terms of the related Sub-Servicing
Agreement must provide for the servicing of Mortgage Loans in a manner
consistent with the servicing arrangement contemplated hereunder and (ii) the
NIMS Insurer shall have consented to such Sub-Servicing Agreement. The Trustee
is hereby authorized to acknowledge, at the request of the Servicer, any
Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing
Agreements set forth in this Agreement and that is otherwise permitted under
this Agreement.
(b) Each
Sub-Servicer shall be (i) authorized to transact business in the state or states
where the related Mortgaged Properties it is to service are situated, if and
to
the extent required by applicable law to enable the Sub-Servicer to perform
its
obligations hereunder and under the Sub-Servicing Agreement and (ii) a Xxxxxxx
Mac or Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing Agreement
must
impose on the Sub-Servicer all applicable requirements conforming to the
provisions set forth in Section 3.08, Section 3.20, Section 3.21 and Section
4.06 and provide for servicing of the Mortgage Loans consistent with the terms
of this Agreement. The Servicer will examine each Sub-Servicing Agreement and
will be familiar with the terms thereof. The terms of any Sub-Servicing
Agreement will not be inconsistent with any of the provisions of this Agreement.
The Servicer and the Sub-Servicers may enter into and make amendments to the
Sub-Servicing Agreements or enter into different forms of Sub-Servicing
Agreements; provided, however, that any such amendments or different forms
shall
be consistent with and not violate the provisions of this Agreement, and that
no
such amendment or different form shall be made or entered into which could
be
reasonably expected to be materially adverse to the interests of the
Certificateholders without the consent of the Holders of Certificates entitled
to at least 66% of the Voting Rights; provided, further, that the consent of
the
Holders of Certificates entitled to at least 66% of the Voting Rights shall
not
be required (i) to cure any ambiguity or defect in a Sub-Servicing Agreement,
(ii) to correct, modify or supplement any provisions of a Sub-Servicing
Agreement, or (iii) to make any other provisions with respect to matters or
questions arising under a Sub-Servicing Agreement, which, in each case, shall
not be inconsistent with the provisions of this Agreement. Any variation without
the consent of the Holders of Certificates entitled to at least 66% of the
Voting Rights from the provisions set forth in Section 3.08 (relating to
insurance or priority requirements of Sub-Servicing Accounts, or credits and
charges to the Sub-Servicing Accounts or the timing and amount of remittances
by
the Sub-Servicers to the Servicer), Section 3.20 or Section 3.21, are
conclusively deemed to be inconsistent with this Agreement and therefore
prohibited. The Servicer shall deliver to the Trustee, the Trust Administrator,
the Master Servicer and the NIMS Insurer copies of all Sub-Servicing Agreements,
and any amendments or modifications thereof, promptly upon the Servicer’s
execution and delivery of such instruments.
(c) As
part
of its servicing activities hereunder, the Servicer (except as otherwise
provided in the last sentence of this paragraph), for the benefit of the Trustee
and the Certificateholders, shall enforce the obligations of each Sub-Servicer
under the related Sub-Servicing Agreement, including, without limitation, any
obligation of a Sub-Servicer to make advances in respect of delinquent payments
as required by a Sub-Servicing Agreement. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements, and the pursuit of other appropriate remedies, shall be in such
form
and carried out to such an extent and at such time as the Servicer, in its
good
faith business judgment, would require were it the owner of the related Mortgage
Loans. The Servicer shall pay the costs of such enforcement at its own expense,
and shall be reimbursed therefor only (i) from a general recovery resulting
from
such enforcement, to the extent, if any, that such recovery exceeds all amounts
due in respect of the related Mortgage Loans, or (ii) from a specific recovery
of costs, expenses or attorneys’ fees against the party against whom such
enforcement is directed.
| SECTION 3.03. |
Successor
Sub-Servicers.
|
The
Servicer shall be entitled to terminate any Sub-Servicing Agreement and the
rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
Agreement in accordance with the terms and conditions of such Sub-Servicing
Agreement. In the event of termination of any Sub-Servicer, all servicing
obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer
without any act or deed on the part of such Sub-Servicer or the Servicer, and
the Servicer either shall service directly the related Mortgage Loans or shall
enter into a Sub-Servicing Agreement with a successor Sub-Servicer which
qualifies under Section 3.02.
Any
Sub-Servicing Agreement shall include the provision that such agreement may
be
immediately terminated by the Master Servicer (if the Master Servicer is acting
as Servicer) without fee, in accordance with the terms of this Agreement, in
the
event that the Servicer (or the Master Servicer, if it is then acting as
Servicer) shall, for any reason, no longer be the Servicer (including
termination due to a Servicer Event of Default).
| SECTION 3.04. |
Liability
of the Servicer.
|
Notwithstanding
any Sub-Servicing Agreement, any of the provisions of this Agreement relating
to
agreements or arrangements between the Servicer and a Sub-Servicer or reference
to actions taken through a Sub-Servicer or otherwise, the Servicer shall remain
obligated and primarily liable to the Trustee and the Certificateholders for
the
servicing and administering of the Mortgage Loans in accordance with the
provisions of Section 3.01 without diminution of such obligation or liability
by
virtue of such Sub-Servicing Agreements or arrangements or by virtue of
indemnification from the Sub-Servicer and to the same extent and under the
same
terms and conditions as if the Servicer alone were servicing and administering
the Mortgage Loans. The Servicer shall be entitled to enter into any agreement
with a Sub- Servicer for indemnification of the Servicer by such Sub-Servicer
and nothing contained in this Agreement shall be deemed to limit or modify
such
indemnification.
| SECTION 3.05. |
No
Contractual Relationship Between Sub-Servicers and the Trustee, the
Trust
Administrator, the NIMS Insurer or
Certificateholders.
|
Any
Sub-Servicing Agreement that may be entered into and any transactions or
services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
as such shall be deemed to be between the Sub-Servicer and the Servicer alone,
and the Trustee, the Master Servicer, the Trust Administrator, the NIMS Insurer
and the Certificateholders shall not be deemed parties thereto and shall have
no
claims, rights, obligations, duties or liabilities with respect to the
Sub-Servicer except as set forth in Section 3.06. The Servicer shall be solely
liable for all fees owed by it to any Sub-Servicer, irrespective of whether
the
Servicer’s compensation pursuant to this Agreement is sufficient to pay such
fees.
| SECTION 3.06. |
Assumption
or Termination of Sub-Servicing Agreements by Master
Servicer.
|
In
the
event the Servicer shall for any reason no longer be the Servicer (including
by
reason of the occurrence of a Servicer Event of Default), the Master Servicer,
or, if the Master Servicer is the Servicer, the Trustee (or the successor
servicer appointed pursuant to Section 7.02) shall thereupon assume all of
the
rights and obligations of the Servicer under each Sub-Servicing Agreement that
the Servicer may have entered into, unless the Master Servicer or the Trustee,
as applicable, elects to terminate any Sub-Servicing Agreement in accordance
with its terms as provided in Section 3.03. Upon such assumption, the Master
Servicer or the Trustee, as applicable (or the successor servicer appointed
pursuant to Section 7.02) shall be deemed, subject to Section 3.03, to have
assumed all of the departing Servicer’s interest therein and to have replaced
the departing Servicer as a party to each Sub-Servicing Agreement to the same
extent as if each Sub-Servicing Agreement had been assigned to the assuming
party, except that (i) the departing Servicer shall not thereby be relieved
of
any liability or obligations under any Sub-Servicing Agreement that arose before
it ceased to be the Servicer and (ii) none of the Trust Administrator, its
designee or any successor Servicer shall be deemed to have assumed any liability
or obligation of the Servicer that arose before it ceased to be the
Servicer.
The
Servicer at its expense shall, upon request of the Master Servicer or the
Trustee, as applicable, deliver to the assuming party all documents and records
relating to each Sub-Servicing Agreement and the Mortgage Loans then being
serviced and an accounting of amounts collected and held by or on behalf of
it,
and otherwise use its best efforts to effect the orderly and efficient transfer
of the Sub-Servicing Agreements to the assuming party.
| SECTION 3.07. |
Collection
of Certain Mortgage Loan Payments.
|
The
Servicer shall diligently collect all payments called for under the terms and
provisions of the Mortgage Loans, and shall, to the extent such procedures
shall
be consistent with this Agreement and the terms and provisions of any applicable
insurance policies provided to the Servicer, follow such collection procedures
as it would follow with respect to mortgage loans comparable to the Mortgage
Loans and held for its own account. Consistent with the foregoing, the Servicer
may in its discretion (i) waive any late payment charge or, if applicable,
any
penalty interest, (ii) waive any provisions of any Mortgage Loan requiring
the
related Mortgagor to submit to mandatory arbitration with respect to disputes
arising thereunder or (iii) extend the due dates for the Monthly Payments due
on
a Mortgage Note for a period of not greater than 180 days; provided, however,
that any extension pursuant to clause (ii) above shall not affect the
amortization schedule of any Mortgage Loan for purposes of any computation
hereunder, except as provided below; provided further that the NIMS Insurer’s
prior written consent shall be required for any modification, waiver or
amendment if the aggregate number of outstanding Mortgage Loans which have
been
modified, waived or amended exceeds 5% of the number of Mortgage Loans as of
the
Cut-off Date. In the event of any such arrangement pursuant to clause (iii)
above, the Servicer shall make timely Advances on such Mortgage Loan during
such
extension pursuant to Section 4.03 and in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangement. Notwithstanding the foregoing, in the event that any Mortgage
Loan
is in default or, in the judgment of the Servicer, such default is reasonably
foreseeable, the Servicer, consistent with the standards set forth in Section
3.01, may also waive, modify or vary any term of such Mortgage Loan (including
modifications that would change the Mortgage Rate, forgive the payment of
principal or interest or extend the final maturity date of such Mortgage Loan),
accept payment from the related Mortgagor of an amount less than the Stated
Principal Balance in final satisfaction of such Mortgage Loan (such payment,
a
“Short Pay-off”), or consent to the postponement of strict compliance with any
such term or otherwise grant indulgence to any Mortgagor without the prior
written consent of the NIMS Insurer.
| SECTION 3.08. |
Sub-Servicing
Accounts.
|
In
those
cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
Sub-Servicing Account shall be an Eligible Account and shall comply with all
requirements of this Agreement relating to the Collection Account. The
Sub-Servicer shall deposit in the clearing account in which it customarily
deposits payments and collections on mortgage loans in connection with its
mortgage loan servicing activities on a daily basis, and in no event more than
one Business Day after the Sub-Servicer’s receipt thereof, all proceeds of
Mortgage Loans received by the Sub-Servicer less its servicing compensation
to
the extent permitted by the Sub-Servicing Agreement, and shall thereafter
deposit such amounts in the Sub-Servicing Account, in no event more than two
Business Days after the receipt of such amounts. The Sub-Servicer shall
thereafter deposit such proceeds in the Collection Account or remit such
proceeds to the Servicer for deposit in the Collection Account not later than
two Business Days after the deposit of such amounts in the Sub-Servicing
Account. For purposes of this Agreement, the Servicer shall be deemed to have
received payments on the Mortgage Loans when the Sub-Servicer receives such
payments.
| SECTION 3.09. |
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
The
Servicer shall establish and maintain, or cause to be established and
maintained, one or more accounts (the “Servicing Accounts”), into which all
collections from the Mortgagors (or related advances from Sub-Servicers) for
the
payment of taxes, assessments, hazard insurance premiums and comparable items
for the account of the Mortgagors (“Escrow Payments”) shall be deposited and
retained. Servicing Accounts shall be Eligible Accounts. The Servicer shall
deposit in the clearing account in which it customarily deposits payments and
collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than one Business Day after
the Servicer’s receipt thereof, all Escrow Payments collected on account of the
Mortgage Loans and shall thereafter deposit such Escrow Payments in the
Servicing Accounts, in no event more than two Business Days after the receipt
of
such Escrow Payments, all Escrow Payments collected on account of the Mortgage
Loans for the purpose of effecting the timely payment of any such items as
required under the terms of this Agreement. Withdrawals of amounts from a
Servicing Account may be made only to (i) effect payment of taxes, assessments,
hazard insurance premiums, and comparable items in a manner and at a time that
assures that the lien priority of the Mortgage is not jeopardized (or, with
respect to the payment of taxes, in a manner and at a time that avoids the
loss
of the Mortgaged Property due to a tax sale or the foreclosure as a result
of a
tax lien); (ii) reimburse the Servicer (or a Sub-Servicer to the extent provided
in the related Sub-Servicing Agreement) out of related collections for any
advances made pursuant to Section 3.01 (with respect to taxes and assessments)
and Section 3.14 (with respect to hazard insurance); (iii) refund to Mortgagors
any sums as may be determined to be overages; (iv) pay interest, if required
and
as described below, to Mortgagors on balances in the Servicing Account; or
(v)
clear and terminate the Servicing Account at the termination of the Servicer’s
obligations and responsibilities in respect of the Mortgage Loans under this
Agreement in accordance with Article IX. In the event the Servicer shall deposit
in a Servicing Account any amount not required to be deposited therein or any
amount previously deposited therein is unpaid by the related Mortgagor’s banking
institution, it may at any time withdraw such amount from such Servicing
Account, any provision herein to the contrary notwithstanding. As part of its
servicing duties, the Servicer or Sub-Servicers shall pay to the Mortgagors
interest on funds in the Servicing Accounts, to the extent required by law
and,
to the extent that interest earned on funds in the Servicing Accounts is
insufficient, to pay such interest from its or their own funds, without any
reimbursement therefor. The Servicer may pay to itself any excess interest
on
funds in the Servicing Accounts, to the extent such action is in conformity
with
the servicing standard set forth in Section 3.01, is permitted by law and such
amounts are not required to be paid to Mortgagors or used for any of the other
purposes set forth above.
| SECTION 3.10. |
Collection
Account.
|
On
behalf
of the Trust Fund, the Servicer shall establish and maintain, or cause to be
established and maintained, one or more accounts (such account or accounts,
the
“Collection Account”), held in trust for the benefit of the Trustee and the
Certificateholders. On behalf of the Trust Fund, the Servicer shall deposit
or
cause to be deposited in the clearing account in which it customarily deposits
payments and collections on mortgage loans in connection with its mortgage
loan
servicing activities on a daily basis, and in no event more than one Business
Day after the Servicer’s receipt thereof, and shall thereafter deposit in the
Collection Account, in no event more than two Business Days after the Servicer’s
receipt thereof, as and when received or as otherwise required hereunder, the
following payments and collections received or made by it subsequent to the
Cut-off Date (other than in respect of principal or interest on the Mortgage
Loans due on or before the Cut-off Date), or payments (other than Principal
Prepayments) received by it on or prior to the Cut-off Date but allocable to
a
Due Period subsequent thereto:
(1) all
payments on account of principal, including Principal Prepayments (but not
Prepayment Charges), on the Mortgage Loans;
(2) all
payments on account of interest (net of the Servicing Fee and any Prepayment
Interest Excess) on each Mortgage Loan;
(3) all
Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and condemnation
proceeds (other than proceeds collected in respect of any particular REO
Property and amounts paid in connection with a purchase of Mortgage Loans and
REO Properties pursuant to Section 9.01);
(4) any
amounts required to be deposited pursuant to Section 3.12 in connection with
any
losses realized on Permitted Investments with respect to funds held in the
Collection Account;
(5) any
amounts required to be deposited by the Servicer pursuant to the second
paragraph of Section 3.14(a) in respect of any blanket policy
deductibles;
(6) all
proceeds of any Mortgage Loan repurchased or purchased in accordance with
Section 2.03, Section 3.16(c) or Section 9.01;
(7) all
amounts required to be deposited in connection with Substitution Adjustments
pursuant to Section 2.03; and
(8) all
Prepayment Charges collected by the Servicer in connection with the Principal
Prepayment of any of the Mortgage Loans and any Servicer Prepayment Charge
Payment Amounts.
The
foregoing requirements for deposit in the Collection Account shall be exclusive,
it being understood and agreed that, without limiting the generality of the
foregoing, payments in the nature of Servicing Fees, late payment charges,
Prepayment Interest Excess, assumption fees, insufficient funds charges and
ancillary income (other than Prepayment Charges) need not be deposited by the
Servicer in the Collection Account and may be retained by the Servicer as
additional compensation. In the event the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may
at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.
(b) On
behalf
of the Trust Fund, the Servicer shall deliver to the Trust Administrator in
immediately available funds for deposit in the Distribution Account by 12:00
noon, New York time (i) on the Servicer Remittance Date, that portion of
Available Funds (calculated without regard to the references in clause (ii)
of
the definition thereof to amounts that may be withdrawn from the Distribution
Account) for the related Distribution Date then on deposit in the Collection
Account and the amount of all Prepayment Charges collected by the Servicer
(including any Originator Prepayment Charge Payment Amounts) in connection
with
the Principal Prepayment of any of the Mortgage Loans during the applicable
Prepayment Period and any Servicer Prepayment Charge Payment Amounts then on
deposit in the Collection Account and the amount of any funds reimbursable
to an
Advancing Person pursuant to Section 3.26 (unless such amounts are to be
remitted in another manner as specified in the documentation establishing the
related Advance Facility) and (ii) on each Business Day as of the commencement
of which the balance on deposit in the Collection Account exceeds $100,000
following any withdrawals pursuant to the next succeeding sentence, the amount
of such excess, but only if the Collection Account constitutes an Eligible
Account solely pursuant to clause (ii) of the definition of “Eligible Account.”
If the balance on deposit in the Collection Account exceeds $100,000 as of
the
commencement of business on any Business Day and the Collection Account
constitutes an Eligible Account solely pursuant to clause (ii) of the definition
of “Eligible Account,” the Servicer shall, by 3:00 p.m. New York time on such
Business Day, withdraw from the Collection Account any and all amounts payable
or reimbursable to the Depositor, the Servicer, the Trustee, the Trust
Administrator, the Master Servicer, the Seller or any Sub-Servicer pursuant
to
Section 3.11 and shall pay such amounts to the Persons entitled
thereto.
With
respect to any remittance received by the Master Servicer after the day on
which
such payment was due, the Servicer shall pay to the Master Servicer interest
on
any such late payment at an annual rate equal to the Prime Rate, adjusted as
of
the date of each change, plus three percentage points, but in no event greater
than the maximum amount permitted by applicable law. Such interest shall be
deposited in the Collection Account by the Servicer on the date such late
payment is made and shall cover the period commencing with the day such payment
was due and ending with the Business Day on which such payment is made, both
inclusive. Such interest shall be remitted along with the distribution payable
on the next succeeding Remittance Date. The payment by the Servicer of any
such
interest shall not be deemed an extension of time for payment or a waiver of
any
Sevicer Event of Default.
(c) Funds
in
the Collection Account may be invested in Permitted Investments in accordance
with the provisions set forth in Section 3.12. The Servicer shall give written
notice to the Trustee, the Trust Administrator, the Master Servicer and the
NIMS
Insurer of the location of the Collection Account maintained by it when
established and prior to any change thereof.
(d) Funds
held in the Collection Account at any time may be delivered by the Servicer
to
the Trust Administrator for deposit in an account (which may be the Distribution
Account and must satisfy the standards for the Distribution Account as set
forth
in the definition thereof) and for all purposes of this Agreement shall be
deemed to be a part of the Collection Account; provided, however, that the
Trust
Administrator shall have the sole authority to withdraw any funds held pursuant
to this subsection (d). In the event the Servicer shall deliver to the Trust
Administrator for deposit in the Distribution Account any amount not required
to
be deposited therein, it may at any time request that the Trust Administrator
withdraw such amount from the Distribution Account and remit to it any such
amount, any provision herein to the contrary notwithstanding. In addition,
the
Servicer shall deliver to the Trust Administrator from time to time for deposit,
and the Trust Administrator shall so deposit, in the Distribution
Account:
(1) any
Advances, as required pursuant to Section 4.03;
(2) any
amounts required to be deposited pursuant to Section 3.23(d) or (f) in
connection with any REO Property;
(3) any
amounts to be paid in connection with a purchase of Mortgage Loans and REO
Properties pursuant to Section 9.01;
(4) any
amounts required to be deposited pursuant to Section 3.24 in connection with
any
Prepayment Interest Shortfall; and
(5) any
amounts required to be paid to the Trustee pursuant to the Agreement, including,
but not limited to Section 3.06 and Section 7.02.
(e) The
Servicer shall deposit in the Collection Account any amounts required to be
deposited pursuant to Section 3.12(b) in connection with losses realized on
Permitted Investments with respect to funds held in the Collection
Account.
| SECTION 3.11. |
Withdrawals
from the Collection Account.
|
The
Servicer shall, from time to time, make withdrawals from the Collection Account
for any of the following purposes, without priority, or as described in Section
4.03:
(1) to
remit
to the Trust Administrator for deposit in the Distribution Account the amounts
required to be so remitted pursuant to Section 3.10(b) or permitted to be so
remitted pursuant to the first sentence of Section 3.10(d);
(2) subject
to Section 3.16(d), to reimburse the Servicer for unreimbursed Advances, but
only to the extent of amounts received which represent Late Collections (net
of
the related Servicing Fees) on Mortgage Loans or REO Properties with respect
to
which such Advances were made in accordance with the provisions of Section
4.03;
(3) subject
to Section 3.16(d), to pay the Servicer or any Sub-Servicer (a) any unpaid
Servicing Fees, (b) any unreimbursed Servicing Advances with respect to each
Mortgage Loan, but only to the extent of any Late Collections, received with
respect to such Mortgage Loan or REO Property and (c) any Nonrecoverable
Servicing Advances with respect to the final liquidation of a Mortgage Loan,
but
only to the extent that Late Collections received with respect to such Mortgage
Loan are insufficient to reimburse the Servicer or any Sub-Servicer for
Servicing Advances;
(4) to
pay to
the Servicer as servicing compensation (in addition to the Servicing Fee) on
the
Servicer Remittance Date any interest or investment income earned on funds
deposited in the Collection Account;
(5) to
pay to
the Servicer, the Originator or the Seller, as the case may be, with respect
to
each Mortgage Loan that has previously been purchased or replaced pursuant
to
Section 2.03 or Section 3.16(c) all amounts received thereon subsequent to
the
date of purchase or substitution, as the case may be;
(6) (a)
to
reimburse the Servicer for any Advance or Servicing Advance previously made
which the Servicer has determined to be a Nonrecoverable Advance or
Nonrecoverable Servicing Advance in accordance with the provisions of Section
4.03 and (b) to pay to the Servicer any unpaid Servicing Fees to the extent
not
recoverable from Late Collections received with respect to the related Mortgage
Loan;
(7) to
reimburse the Servicer, the Master Servicer or the Depositor for expenses
incurred by or reimbursable to the Servicer, the Master Servicer or the
Depositor, as the case may be, pursuant to Section 6.03;
(8) to
reimburse the Servicer, the NIMS Insurer, the Trust Administrator, the Master
Servicer or the Trustee, as the case may be, for expenses reasonably incurred
in
connection with any breach or defect giving rise to the purchase obligation
under Section 2.03 of this Agreement, including any expenses arising out of
the
enforcement of the purchase obligation;
(9) to
pay,
or to reimburse the Servicer for Servicing Advances in respect of, expenses
incurred in connection with any Mortgage Loan pursuant to Section 3.16(b);
(10) to
withdraw amounts deposited therein in error;
(11) to
pay
itself any Prepayment Interest Excess (to the extent not otherwise retained);
and
(12) to
clear
and terminate the Collection Account pursuant to Section 9.01.
The
Servicer shall keep and maintain separate accounting, on a Mortgage
Loan-by-Mortgage Loan basis, for the purpose of justifying any withdrawal from
the Collection Account, to the extent held by or on behalf of it, pursuant
to
subclauses (2), (3), (4), (5), (6), (8) and (9) above. The Servicer shall
provide written notification to the Trust Administrator and the NIMS Insurer
on
or prior to the next succeeding Servicer Remittance Date, upon making any
withdrawals from the Collection Account pursuant to subclauses 3(c) and (6)
above; provided that an Officers’ Certificate in the form described under
Section 4.03(d) shall suffice for such written notification to the Trust
Administrator in respect of clause (6) hereof.
| SECTION 3.12. |
Investment
of Funds in the Collection Account.
|
The
Servicer may direct any depository institution maintaining the Collection
Account and any REO Account (each, for purposes of this Section 3.12, an
“Investment Account”) to invest the funds in such Investment Account in one or
more Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately
preceding the date on which such funds are required to be withdrawn from such
account pursuant to this Agreement, if a Person other than the Trust
Administrator is the obligor thereon or if such investment is managed or advised
by a Person other than the Trust Administrator or an Affiliate of the Trust
Administrator, and (ii) no later than the date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if the Trust
Administrator is the obligor thereon or if such investment is managed or advised
by the Trust Administrator or any Affiliate. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds
in
an Investment Account shall be made in the name of the Trust Administrator
(in
its capacity as such), or in the name of a nominee of the Trust Administrator.
The Trust Administrator shall be entitled to sole possession (except with
respect to investment direction of funds held in the Collection Account or
any
REO Account and any income and gain realized thereon) over each such investment,
and any certificate or other instrument evidencing any such investment shall
be
delivered directly to the Trust Administrator or its agent, together with any
document of transfer necessary to transfer title to such investment to the
Trust
Administrator or its nominee. In the event amounts on deposit in an Investment
Account are at any time invested in a Permitted Investment payable on demand,
the Trust Administrator shall:
(x) consistent
with any notice required to be given thereunder, demand that payment thereon
be
made on the last day such Permitted Investment may otherwise mature hereunder
in
an amount equal to the lesser of (1) all amounts then payable thereunder and
(2)
the amount required to be withdrawn on such date; and
(y) demand
payment of all amounts due thereunder promptly upon determination by a
Responsible Officer of the Trust Administrator that such Permitted Investment
would not constitute a Permitted Investment in respect of funds thereafter
on
deposit in the Investment Account.
(b) All
income and gain realized from the investment of funds deposited in the
Collection Account and any REO Account held by or on behalf of the Servicer
shall be for the benefit of the Servicer and shall be subject to its withdrawal
in accordance with Section 3.11 or Section 3.23, as applicable. The Servicer
shall deposit in the Collection Account and any REO Account, as applicable,
the
amount of any loss of principal incurred in respect of any such Permitted
Investment made with funds in such accounts immediately upon realization of
such
loss.
(a) (c)Except
as
otherwise expressly provided in this Agreement, if any default occurs in the
making of a payment due under any Permitted Investment, or if a default occurs
in any other performance required under any Permitted Investment, the Trustee
may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request of
the
NIMS Insurer or the Holders of Certificates representing more than 50% of the
Voting Rights allocated to any Class of Certificates, shall take such action
as
may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate proceedings.
| SECTION 3.13. |
[Reserved].
|
| SECTION 3.14. |
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
The
Servicer shall cause to be maintained for each Mortgage Loan fire insurance
with
extended coverage on the related Mortgaged Property in an amount which is at
least equal to the least of (i) the current Stated Principal Balance of such
Mortgage Loan (ii) the amount necessary to fully compensate for any damage
or
loss to the improvements that are a part of such property on a replacement
cost
basis and (iii) the maximum insurable value of the improvements which are part
of such Mortgaged Property, in each case in an amount not less than such amount
as is necessary to avoid the application of any coinsurance clause contained
in
the related hazard insurance policy. The Servicer shall also cause to be
maintained fire insurance with extended coverage on each REO Property in an
amount which is at least equal to the least of (i) the maximum insurable value
of the improvements which are a part of such property, (ii) the outstanding
Stated Principal Balance of the related Mortgage Loan at the time it became
an
REO Property and (iii) the maximum insurable value of the improvements which
are
part of such REO Property. The Servicer will comply in the performance of this
Agreement with all reasonable rules and requirements of each insurer under
any
such hazard policies. Any amounts to be collected by the Servicer under any
such
policies (other than amounts to be applied to the restoration or repair of
the
property subject to the related Mortgage or amounts to be released to the
Mortgagor in accordance with the procedures that the Servicer would follow
in
servicing loans held for its own account, subject to the terms and conditions
of
the related Mortgage and Mortgage Note) shall be deposited in the Collection
Account, subject to withdrawal pursuant to Section 3.11, if received in respect
of a Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to
Section 3.23, if received in respect of an REO Property. Any cost incurred
by
the Servicer in maintaining any such insurance shall not, for the purpose of
calculating distributions to Certificateholders, be added to the unpaid Stated
Principal Balance of the related Mortgage Loan, notwithstanding that the terms
of such Mortgage Loan so permit. It is understood and agreed that no earthquake
or other additional insurance is to be required of any Mortgagor other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. If the Mortgaged Property
or REO Property is at any time in an area identified in the Federal Register
by
the Federal Emergency Management Agency as having special flood hazards and
flood insurance has been made available, the Servicer will cause to be
maintained a flood insurance policy in respect thereof. Such flood insurance
shall be in an amount equal to the least of (i) the unpaid Stated Principal
Balance of the related Mortgage Loan, (ii) the maximum amount of such insurance
available for the related Mortgaged Property under the national flood insurance
program (assuming that the area in which such Mortgaged Property is located
is
participating in such program) and (iii) the maximum insurable value of the
improvements which are part of such Mortgaged Property.
In
the
event that the Servicer shall obtain and maintain a blanket policy with an
insurer having a General Policy Rating of A:X or better in Best’s Key Rating
Guide (or such other rating that is comparable to such rating) or otherwise
acceptable to Xxxxxx Xxx or Xxxxxxx Mac insuring against hazard losses on all
of
the Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first two sentences of this Section 3.14, it
being understood and agreed that such policy may contain a deductible clause,
in
which case the Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy complying
with the first two sentences of this Section 3.14, and there shall have been
one
or more losses which would have been covered by such policy, deposit to the
Collection Account from its own funds the amount not otherwise payable under
the
blanket policy because of such deductible clause. In connection with its
activities as administrator and servicer of the Mortgage Loans, the Servicer
agrees to prepare and present, on behalf of itself, the Trustee and
Certificateholders, claims under any such blanket policy in a timely fashion
in
accordance with the terms of such policy.
(b) The
Servicer shall keep in force during the term of this Agreement a policy or
policies of insurance covering errors and omissions for failure in the
performance of the Servicer’s obligations under this Agreement, which policy or
policies shall be in such form and amount that would meet the requirements
of
Xxxxxx Mae or Xxxxxxx Mac if it were the purchaser of the Mortgage Loans, unless
the Servicer has obtained a waiver of such requirements from Xxxxxx Mae or
Xxxxxxx Mac. The Servicer shall provide the Trustee, the Master Servicer, the
Trust Administrator and the NIMS Insurer, upon request, with copies of such
insurance policies and fidelity bond. The Servicer shall also maintain a
fidelity bond in the form and amount that would meet the requirements of Xxxxxx
Xxx or Xxxxxxx Mac, unless the Servicer has obtained a waiver of such
requirements from Xxxxxx Mae or Xxxxxxx Mac. The Servicer shall be deemed to
have complied with this provision if an Affiliate of the Servicer has such
errors and omissions and fidelity bond coverage and, by the terms of such
insurance policy or fidelity bond, the coverage afforded thereunder extends
to
the Servicer. Any such errors and omissions policy and fidelity bond shall
by
its terms not be cancelable or materially modifiable without thirty days’ prior
written notice to the Trustee, the Master Servicer and the NIMS Insurer. The
Servicer shall also cause each Sub-Servicer to maintain a policy of insurance
covering errors and omissions and a fidelity bond which would meet such
requirements.
(c) The
Servicer shall provide to the Master Servicer, upon request, evidence of the
authorization of the person signing any certification or statement, copy or
other evidence of any fidelity bond, errors and omissions insurance policy,
financial information and reports, or such other information related to the
Servicer or any Sub-Servicer or to the Servicer’s or such Sub-Servicer’s
performance hereunder.
| SECTION 3.15. |
Enforcement
of Due-On-Sale Clauses; Assumption
Agreements.
|
The
Servicer shall use its commercially reasonable best efforts to enforce any
“due-on-sale” provision contained in any Mortgage or Mortgage Note and to deny
assumption by the person to whom the Mortgaged Property has been or is about
to
be sold whether by absolute conveyance or by contract of sale, and whether
or
not the Mortgagor remains liable on the Mortgage and the Mortgage Note. When
the
Mortgaged Property has been conveyed by the Mortgagor, the Servicer shall,
to
the extent it has knowledge of such conveyance, exercise its rights to
accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause
applicable thereto; provided, however, that the Servicer shall not exercise
such
rights if prohibited by law from doing so. If the Servicer reasonably believes
it is unable under applicable law to enforce such “due-on-sale” clause, the
Servicer shall enter into (a) an assumption and modification agreement with
the
person to whom such property has been conveyed, pursuant to which such person
becomes liable under the Mortgage Note and the original Mortgagor remains liable
thereon or (b) in the event the Servicer is unable under applicable law to
require that the original Mortgagor remain liable under the Mortgage Note and
the Servicer has the prior consent of the primary mortgage guaranty insurer,
if
any, a substitution of liability agreement with the purchaser of the Mortgaged
Property pursuant to which the original Mortgagor is released from liability
and
the purchaser of the Mortgaged Property is substituted as Mortgagor and becomes
liable under the Mortgage Note. If an assumption fee is collected by the
Servicer for entering into an assumption agreement the fee will be retained
by
the Servicer as additional servicing compensation. In connection with any such
assumption, neither the Mortgage Rate borne by the related Mortgage Note, the
term of the Mortgage Loan, the outstanding principal amount of the Mortgage
Loan
nor any other material terms shall be changed unless such change would be
consistent with accepted servicing practices. To the extent that any Mortgage
Loan is assumable, the Servicer shall inquire diligently into the
credit-worthiness of the proposed transferee, and shall apply such underwriting
standards and follow such practices and procedures as shall be normal and usual
in its general mortgage servicing activities and as it applies to other mortgage
loans owned solely by it. If the credit-worthiness of the proposed transferee
does not meet such underwriting standards, the Servicer diligently shall, to
the
extent permitted by the Mortgage or the Mortgage Note and by applicable law,
accelerate the maturity of the Mortgage Loan.
Notwithstanding
the foregoing paragraph or any other provision of this Agreement, the Servicer
shall not be deemed to be in default, breach or any other violation of its
obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or by the terms of the Mortgage Note or any assumption which
the Servicer may be restricted by law from preventing, for any reason
whatsoever. For purposes of this Section 3.15, the term “assumption” is deemed
to also include a sale (of the Mortgaged Property) subject to the Mortgage
that
is not accompanied by an assumption or substitution of liability
agreement.
| SECTION 3.16. |
Realization
Upon Defaulted Mortgage Loans.
|
(a) The
Servicer shall use its best efforts, consistent with the servicing standards
set
forth in Section 3.01, to foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Mortgage Loans as come into and
continue in default and as to which no satisfactory arrangements can be made
for
collection of delinquent payments pursuant to Section 3.07. The Servicer shall
be responsible for all costs and expenses incurred by it in any such
proceedings; provided, however, that such costs and expenses will be recoverable
as Servicing Advances by the Servicer as contemplated in Section 3.11 and
Section 3.23. The foregoing is subject to the provision that, in any case in
which a Mortgaged Property shall have suffered damage from an Uninsured Cause,
the Servicer shall not be required to expend its own funds toward the
restoration of such property unless it shall determine in its discretion that
such restoration will increase the proceeds of liquidation of the related
Mortgage Loan after reimbursement to itself for such expenses. With respect
to
any second lien Mortgage Loan for which the related first lien mortgage loan
is
not included in the Trust Fund, if, after such Mortgage Loan becomes 180 days
or
more delinquent, the Servicer determines that a significant recovery is not
possible through foreclosure, such Mortgage Loan may be charged off and the
Mortgage Loan will be treated as a Liquidated Mortgage Loan giving rise to
a
Realized Loss.
(b) Notwithstanding
the foregoing provisions of this Section 3.16 or any other provision of this
Agreement, with respect to any Mortgage Loan as to which the Servicer has
received actual notice of, or has actual knowledge of, the presence of any
toxic
or hazardous substance on the related Mortgaged Property, the Servicer shall
not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, or (ii)
otherwise acquire possession of, or take any other action with respect to,
such
Mortgaged Property, if, as a result of any such action, the Trustee, the Trust
Administrator, the Trust Fund or the Certificateholders would be considered
to
hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or
“operator” of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended
from
time to time, or any comparable law, unless the Servicer has also previously
determined, based on its reasonable judgment and a report prepared by a Person
who regularly conducts environmental audits using customary industry standards,
that:
(1) such
Mortgaged Property is in compliance with applicable environmental laws or,
if
not, that it would be in the best economic interest of the Trust Fund to take
such actions as are necessary to bring the Mortgaged Property into compliance
therewith; and
(2) there
are
no circumstances present at such Mortgaged Property relating to the use,
management or disposal of any hazardous substances, hazardous materials,
hazardous wastes, or petroleum-based materials for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under any
federal, state or local law or regulation, or that if any such materials are
present for which such action could be required, that it would be in the best
economic interest of the Trust Fund to take such actions with respect to the
affected Mortgaged Property.
Notwithstanding
the foregoing, if such environmental audit reveals, or if the Servicer has
actual knowledge or notice, that such Mortgaged Property contains such toxic
or
hazardous wastes or substances, the Servicer shall not foreclose or accept
a
deed in lieu of foreclosure without the prior written consent of the NIMS
Insurer.
The
cost
of the environmental audit report contemplated by this Section 3.16 shall be
advanced by the Servicer, subject to the Servicer’s right to be reimbursed
therefor from the Collection Account as provided in Section 3.11(a)(9), such
right of reimbursement being prior to the rights of Certificateholders to
receive any amount in the Collection Account received in respect of the affected
Mortgage Loan or other Mortgage Loans.
If
the
Servicer determines, as described above, that it is in the best economic
interest of the Trust Fund to take such actions as are necessary to bring any
such Mortgaged Property into compliance with applicable environmental laws,
or
to take such action with respect to the containment, clean-up or remediation
of
hazardous substances, hazardous materials, hazardous wastes or petroleum-based
materials affecting any such Mortgaged Property, then the Servicer shall take
such action as it deems to be in the best economic interest of the Trust Fund;
provided that any amounts disbursed by the Servicer pursuant to this Section
3.16(b) shall constitute Servicing Advances, subject to Section 4.03(d). The
cost of any such compliance, containment, clean-up or remediation shall be
advanced by the Servicer, subject to the Servicer’s right to be reimbursed
therefor from the Collection Account as provided in Sections 3.11(a)(iii) and
(a)(ix), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received
in
respect of the affected Mortgage Loan or other Mortgage Loans.
(c) The
Servicer, the NIMS Insurer or the majority Holder of the Class CE Certificates
(the “Majority Class XX Xxxxxx”) shall have the right to purchase from REMIC I
any defaulted Mortgage Loan that is 90 days or more delinquent (other than
with
respect to the Majority Class XX Xxxxxx, any Mortgage Loan that is also a Watch
List Loan (as defined in Section 4.02)), which the Servicer, the NIMS Insurer
or
the Majority Class XX Xxxxxx determines in good faith will otherwise become
subject to foreclosure proceedings (evidence of such determination to be
delivered in writing to the Trustee and the Trust Administrator, in form and
substance satisfactory to the Trustee and the Trust Administrator prior to
purchase), at a price equal to the Purchase Price. Prior to purchase pursuant
to
this Section 3.16(c), the Servicer shall be required to continue to make
Advances pursuant to Section 4.03. The Servicer or the NIMS Insurer shall not
use any procedure in selecting Mortgage Loans to be repurchased which is
materially adverse to the interests of the Certificateholders. The Purchase
Price for any Mortgage Loan purchased hereunder shall be deposited in the
Collection Account, and the Trustee, upon receipt of written certification
from
the Servicer, the NIMS Insurer or the Majority Class XX Xxxxxx, as applicable,
of such deposit, shall release or cause to be released to the Servicer, the
NIMS
Insurer or the Majority Class XX Xxxxxx, as applicable, the related Mortgage
File and the Trustee, upon receipt of written certification from the Servicer,
the NIMS Insurer or the Majority Class XX Xxxxxx, as applicable, of such
deposit, shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, as the Servicer, the NIMS Insurer or the Majority
Class XX Xxxxxx, as applicable, shall furnish and as shall be necessary to
vest
in the Servicer, the NIMS Insurer or the Majority Class XX Xxxxxx, as
applicable, title to any Mortgage Loan released pursuant hereto.
(d) Proceeds
received in connection with any Final Recovery Determination, as well as any
recovery resulting from a partial collection of Insurance Proceeds, Liquidation
Proceeds or condemnation proceeds, in respect of any Mortgage Loan, will be
applied in the following order of priority: first, to unpaid Servicing Fees;
second, to reimburse the Servicer or any Sub-Servicer for any related
unreimbursed Servicing Advances pursuant to Section 3.11(a)(3) and Advances
pursuant to Section 3.11(a)(2; third, to accrued and unpaid interest on the
Mortgage Loan, to the date of the Final Recovery Determination, or to the Due
Date prior to the Distribution Date on which such amounts are to be distributed
if not in connection with a Final Recovery Determination; and fourth, as a
recovery of principal of the Mortgage Loan. The portion of the recovery so
allocated to unpaid Servicing Fees shall be reimbursed to the Servicer or any
Sub-Servicer pursuant to Section 3.11(a)(3)
| SECTION 3.17. |
Trustee
to Cooperate; Release of Mortgage
Files.
|
(a) Upon
the
payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full shall be escrowed in a manner customary for
such purposes, the Servicer will immediately notify the Custodian, on behalf
of
the Trustee by a certification and shall deliver to the Custodian, in written
or
electronic format, a Request for Release in the form of Exhibit E hereto (which
certification shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the Collection Account pursuant to Section 3.10 have been or will
be so deposited) signed by a Servicing Officer (or in a mutually agreeable
electronic format that will, in lieu of a signature on its face, originate
from
a Servicing Officer) and shall request delivery to it of the Mortgage File.
Upon
receipt of such certification and request, the Custodian shall (pursuant to
the
terms of the Custodial Agreement) promptly release the related Mortgage File
to
the Servicer and the Servicer is authorized to cause the removal from the
registration on the MERS® System of any such Mortgage Loan, if applicable.
Except as otherwise provided herein, no expenses incurred in connection with
any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Collection Account or the Distribution Account.
(b) From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any insurance policy
relating to the Mortgage Loans, the Custodian shall (pursuant to the terms
of
the Custodial Agreement), upon request of the Servicer and delivery to the
Custodian, in written (with two executed copies) or electronic format, of a
Request for Release in the form of Exhibit E signed by a Servicing Officer
(or
in a mutually agreeable electronic format that will, in lieu of a signature
on
its face, originate from a Servicing Officer), release the related Mortgage
File
to the Servicer within five Business Days, and the Trustee shall, at the written
direction of the Servicer, execute such documents as shall be necessary to
the
prosecution of any such proceedings. Such Request for Release shall obligate
the
Servicer to return each and every document previously requested from the
Mortgage File to the Custodian when the need therefor by the Servicer no longer
exists, unless the Mortgage Loan has been liquidated or charged off and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Collection Account or the Mortgage File or such document has been delivered
to
an attorney, or to a public trustee or other public official as required by
law,
for purposes of initiating or pursuing legal action or other proceedings for
the
foreclosure of the Mortgaged Property either judicially or non-judicially,
and
the Servicer has delivered to the Custodian, on behalf of the Trustee, a
certificate of a Servicing Officer certifying as to the name and address of
the
Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. Upon receipt of a Request for Release,
in
written (with two executed copies) or electronic format, from a Servicing
Officer stating that such Mortgage Loan was liquidated and that all amounts
received or to be received in connection with such liquidation that are required
to be deposited into the Collection Account have been so deposited, or that
such
Mortgage Loan has become an REO Property, such Mortgage Loan shall be released
by the Custodian, on behalf of the Trustee, to the Servicer or its
designee.
(c) Upon
written certification of a Servicing Officer, the Trustee shall execute and
deliver to the Servicer or the Sub-Servicer, as the case may be, copies of,
any
court pleadings, requests for trustee’s sale or other documents necessary to the
foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Mortgagor on the Mortgage Note
or
Mortgage or to obtain a deficiency judgment, or to enforce any other remedies
or
rights provided by the Mortgage Note or Mortgage or otherwise available at
law
or in equity. Each such certification shall include a request that such
pleadings or documents be executed by the Trustee and a statement as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the
lien
of the Mortgage, except for the termination of such a lien upon completion
of
the foreclosure or trustee’s sale.
| SECTION 3.18. |
Servicing
Compensation.
|
As
compensation for the activities of the Servicer hereunder, the Servicer shall
be
entitled to the Servicing Fee with respect to each Mortgage Loan payable solely
from payments of interest in respect of such Mortgage Loan, subject to Section
3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing
Fees (i) out of Insurance Proceeds, Liquidation Proceeds and condemnation
proceeds to the extent permitted by Section 3.11(a)(3), (ii) out of amounts
derived from the operation and sale of an REO Property to the extent permitted
by Section 3.23 and (iii) pursuant to Section 3.11(a)(6). Except as provided
in
Section 6.04, the right to receive the Servicing Fee may not be transferred
in
whole or in part except in connection with the transfer of all of the Servicer’s
responsibilities and obligations under this Agreement; provided, however, that
the Servicer may pay from the Servicing Fee any amounts due to a Sub-Servicer
pursuant to a Sub-Servicing Agreement entered into under Section 3.02. As part
of its servicing compensation, the Servicer shall also be entitled to Prepayment
Interest Excess.
Additional
servicing compensation in the form of assumption or modification fees, late
payment charges, insufficient funds charges, ancillary income or otherwise
(subject to Section 3.24 and other than Prepayment Charges) shall be retained
by
the Servicer only to the extent such fees or charges are received by the
Servicer. The Servicer shall also be entitled pursuant to Section 3.11(a)(4)
to
withdraw from the Collection Account and pursuant to Section 3.23(b) to withdraw
from any REO Account, as additional servicing compensation, interest or other
income earned on deposits therein, subject to Section 3.12 and Section 3.24.
The
Servicer shall be required to pay all expenses incurred by it in connection
with
its servicing activities hereunder (including premiums for the insurance
required by Section 3.14, to the extent such premiums are not paid by the
related Mortgagors or by a Sub-Servicer and servicing compensation of each
Sub-Servicer) and shall not be entitled to reimbursement therefor except as
specifically provided herein.
| SECTION 3.19. |
Reports;
Collection Account Statements.
|
Not
later
than fifteen days after each Distribution Date, the Servicer shall forward,
upon
request, to the Trust Administrator, the NIMS Insurer and the Depositor the
most
current available bank statement for the Collection Account. Copies of such
statement shall be provided by the Trust Administrator to any Certificateholder
and to any Person identified to the Trust Administrator as a prospective
transferee of a Certificate, upon request at the expense of the requesting
party; provided that such statement is delivered by the Servicer to the Trust
Administrator.
| SECTION 3.20. |
Statement
as to Compliance.
|
The
Servicer, the Master Servicer and the Trust Administrator shall deliver (or
otherwise make available) (and each of the Servicer, the Master Servicer and
the
Trust Administrator shall cause any Sub-Servicer engaged by it to deliver)
to
the Trust Administrator (and the Trust Administrator shall deliver (or otherwise
make available) to the Depositor) on or before March 15th
(with no
cure period) of each year, commencing in March 2007, an Officer’s Certificate
stating, as to the signer thereof, that (A) a review of such party’s activities
during the preceding calendar year or portion thereof and of such party’s
performance under this Agreement, or such other applicable agreement in the
case
of a Sub-Servicer, has been made under such officer’s supervision and (B) to the
best of such officer’s knowledge, based on such review, such party has fulfilled
all its obligations under this Agreement, or such other applicable agreement
in
the case of a Sub-Servicer, in all material respects throughout such year or
portion thereof, or, if there has been a failure to fulfill any such obligation
in any material respect, specifying each such failure known to such officer
and
the nature and status thereof. The Custodian, in its capacity as such, shall
not
be required to deliver such Officer’s Certificate.
The
Master Servicer shall include all annual statements of compliance received
by it
from each Servicer with its own annual statement of compliance to be submitted
to the Trust Administrator pursuant to this Section.
In
the
event the Servicer, the Master Servicer, the Trust Administrator or any
Servicing Function Participant engaged by any such party is terminated or
resigns pursuant to the terms of this Agreement, or any applicable agreement
in
the case of a Servicing Function Participant, as the case may be, such party
shall provide an Officer’s Certificate pursuant to this Section 3.20 or the
relevant section of such other applicable agreement, as the case may be,
notwithstanding any such termination, assignment or resignation for the related
year.
Failure
of the Servicer to timely comply with this Section 3.20 shall be deemed a
Servicer Event of Default, and upon receipt of written notice from the Trust
Administrator of such Servicer Event of Default, the Trustee or the Master
Servicer, as applicable, may at the direction of the Depositor, in addition
to
whatever rights the Trustee or the Master Servicer, as applicable, may have
under this Agreement and at law or in equity or to damages, including injunctive
relief and specific performance, upon notice immediately terminate (as provided
in Section 7.01(a)) all the rights and obligations of the Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Servicer for the same (other than the Servicer’s rights to
reimbursement of unreimbursed Advances and Servicing Advances and accrued and
unpaid Servicing Fees in the manner provided in this Agreement). This paragraph
shall supersede any other provision in this Agreement or any other agreement
to
the contrary.
Each
of
the Servicer, the Master Servicer and the Trust Administrator (each, an
“Indemnifying Party”) shall indemnify and hold harmless the Depositor, the
Master Servicer, the Trust Administrator and their officers, directors and
Affiliates, as applicable, from and against any actual losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses that such Person may sustain
based
upon a breach of the obligations of such Indemnifying Party under this Section
3.20.
| SECTION 3.21. |
Assessments
of Compliance and Attestation
Reports.
|
(a) By
March
15th
(with no
cure period) of each calendar year, commencing in March 2007, the Servicer,
the
Master Servicer, the Trust Administrator and the Custodian (if a party to this
Agreement), each at its own expense, shall furnish or otherwise make available,
and each such party shall cause any Servicing Function Participant engaged
by it
to furnish, each at its own expense, to the Trust Administrator (and the Trust
Administrator shall furnish or otherwise make available to the Depositor),
a
report on an assessment of compliance with the Relevant Servicing Criteria
that
contains (A) a statement by such party of its responsibility for assessing
compliance with the Relevant Servicing Criteria, (B) a statement that such
party
used the Relevant Servicing Criteria to assess compliance with the Relevant
Servicing Criteria, (C) such party’s assessment of compliance with the Relevant
Servicing Criteria as of and for the fiscal year covered by the Form 10-K
required to be filed pursuant to Section 4.06, including, if there has been
any
material instance of noncompliance with the Relevant Servicing Criteria, a
discussion of each such failure and the nature and status thereof, and (D)
a
statement that a registered public accounting firm has issued an attestation
report on such party’s assessment of compliance with the Relevant Servicing
Criteria as of and for such period (the “Attestation Report”).
Promptly
after receipt of each such report on assessment of compliance, (i) the Depositor
shall review each such report and, if applicable, consult with the Servicer,
the
Master Servicer, the Trust Administrator, and any Servicing Function Participant
engaged by such parties, as to the nature of any material instance of
noncompliance with the Relevant Servicing Criteria by each such party, and
(ii)
the Trust Administrator shall confirm that the assessments, taken as a whole,
address all of the Servicing Criteria and taken individually address the
Relevant Servicing Criteria for each party as set forth on Exhibit O and notify
the Depositor of any exceptions.
The
Master Servicer shall include all annual reports on assessment of compliance
received by it from the Servicers with its own assessment of compliance to
be
submitted to the Trust Administrator pursuant to this Section.
In
the
event the Servicer, the Master Servicer, the Trust Administrator, the Custodian,
or any Servicing Function Participant engaged by any such party is terminated,
assigns its rights and obligations under, or resigns pursuant to, the terms
of
this Agreement, or any other applicable agreement, as the case may be, such
party shall provide a report on assessment of compliance pursuant to this
Section 3.21, or the relevant section of such other applicable agreement,
notwithstanding any such termination, assignment or resignation for the related
year.
(b) By
March
15th
(with no
cure period) of each year, commencing in March 2007, the Servicer, the Master
Servicer, the Trust Administrator and the Custodian (if a party to this
Agreement), each at its own expense, shall cause, and each such party shall
cause any Servicing Function Participant engaged by it to cause, each at its
own
expense, a registered public accounting firm (which may also render other
services to the Servicer, the Master Servicer, the Trust Administrator, the
Custodian, or such other Servicing Function Participants, as the case may be)
and that is a member of the American Institute of Certified Public Accountants
to furnish an attestation report to the Trust Administrator and the Depositor,
to the effect that (i) it has obtained a representation regarding certain
matters from the management of such party, which includes an assertion that
such
party has complied with the Relevant Servicing Criteria, and (ii) on the basis
of an examination conducted by such firm in accordance with standards for
attestation engagements issued or adopted by the Public Company Accounting
Oversight Board, it is expressing an opinion as to whether such party’s
compliance with the Relevant Servicing Criteria was fairly stated in all
material respects, or it cannot express an overall opinion regarding such
party’s assessment of compliance with the Relevant Servicing Criteria. In the
event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such
an
opinion. Such report must be available for general use and not contain
restricted use language.
Promptly
after receipt of each such assessment of compliance and attestation report,
the
Trust Administrator shall confirm that each assessment submitted pursuant to
Section 3.21(a) is coupled with an attestation meeting the requirements of
this
Section and notify the Depositor of any exceptions.
The
Master Servicer shall include each such attestation furnished to it by the
Servicers with its own attestation to be submitted to the Trust Administrator
pursuant to this Section.
In
the
event the Servicer, the Master Servicer, the Trust Administrator, the Custodian,
or any Servicing Function Participant engaged by any such party, is terminated,
assigns its rights and duties under, or resigns pursuant to the terms of, this
Agreement, or any applicable custodial agreement, Servicing Agreement or
sub-servicing agreement, as the case may be, such party shall cause a registered
public accounting firm to provide an attestation pursuant to this Section
3.21(b), or the relevant section of such other applicable agreement,
notwithstanding any such termination, assignment or resignation.
(c) Failure
of the Servicer to timely comply with this Section 3.21 shall be deemed a
Servicer Event of Default, and upon written receipt of notice (which notice
may
be delivered electronically) from the Trust Administrator of such Servicer
Event
of Default, the Trustee or the Master Servicer, as applicable, at the direction
of the Depositor may, in addition to whatever rights the Trustee or the Master
Servicer, as applicable, may have under this Agreement and at law or in equity,
including injunctive relief and specific performance, upon notice immediately
terminate (as provided in Section 7.01(a)) all the rights and obligations of
the
Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
thereof without compensating the Servicer for the same (other than the
Servicer’s rights to reimbursement of unreimbursed Advances and Servicing
Advances and accrued and unpaid Servicing Fees in the manner provided in this
Agreement). This paragraph shall supersede any other provision in this Agreement
or any other agreement to the contrary.
Each
of
the Servicer, the Master Servicer and the Trust Administrator shall indemnify
and hold harmless the Depositor, the Master Servicer and the Trust Administrator
and its respective officers, directors and Affiliates from and against any
actual losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments and other costs and expenses that such
Person may sustain based upon a breach of the obligations of such Indemnifying
Party under this Section 3.21.
The
parties hereto acknowledge that any duties or actions of Deutsche Bank National
Trust Company as Custodian are subject to the terms and provisions of the
Custodial Agreement.
If
the
indemnifications provided for herein are unavailable or insufficient to hold
harmless any indemnified party, then the indemnifying party agrees that it
shall
contribute to the amount paid or payable by such indemnified party as a result
of any claims, losses, damages or liabilities incurred by such indemnified
party
in such proportion as is appropriate to reflect the relative fault of such
indemnified party on the one hand and the indemnifying party on the other.
This
indemnification shall survive the termination of this Agreement or the
termination of the indemnifying party.
| SECTION 3.22. |
Access
to Certain Documentation.
|
The
Servicer shall provide to the Office of Thrift Supervision, the FDIC, and any
other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder, access to the documentation
in
the Servicer’s possession regarding the Mortgage Loans required by applicable
laws and regulations. Such access shall be afforded without charge, but only
upon reasonable request and during normal business hours at the offices of
the
Servicer designated by it. In addition, access to the documentation in the
Servicer’s possession regarding the Mortgage Loans will be provided to the
Trustee on behalf of the Certificateholders, the Trust Administrator, the Master
Servicer and the NIMS Insurer upon reasonable request during normal business
hours at the offices of the Servicer designated by it at the expense of the
Person requesting such access; provided however that providing access to such
Person will not violate any applicable laws. Nothing in this Section shall
limit
the obligation of the Servicer to observe any applicable law prohibiting
disclosure of information regarding the Mortgagors (absent proof that it is
in
compliance with applicable law) and the failure of the Servicer to provide
access as provided in this Section as a result of such obligation shall not
constitute a breach of this Section. Nothing in this Section 3.22 shall require
the Servicer to collect, create, collate or otherwise generate any information
that it does not generate in its usual course of business. The Servicer shall
not be required to make copies of or ship documents to any party unless
provisions have been made for the reimbursement of the costs
thereof.
| SECTION 3.23. |
Title,
Management and Disposition of REO
Property.
|
In
the
event that title to an REO Property is acquired in foreclosure or by deed in
lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant
to
a limited power of attorney to be provided by the Trustee to the Servicer)
in
the name of the Trustee or a nominee thereof, on behalf of the
Certificateholders, or in the event the Trustee or a nominee thereof is not
authorized or permitted to hold title to real property in the state where the
REO Property is located, or would be adversely affected under the “doing
business” or tax laws of such state by so holding title, the deed or certificate
of sale shall be taken in the name of such Person or Persons as shall be
consistent with an Opinion of Counsel obtained by the Servicer from an attorney
duly licensed to practice law in the state where the REO Property is located.
Any Person or Persons holding such title other than the Trustee shall
acknowledge in writing that such title is being held as nominee for the benefit
of the Trustee. The Trustee’s name shall be placed on the title to such REO
Property solely as the Trustee hereunder and not in its individual capacity.
The
Servicer shall ensure that the title to such REO Property references this
Agreement and the Trustee’s capacity hereunder. The Servicer, on behalf of REMIC
I, shall sell any REO Property as soon as practicable and in any event no later
than the end of the third full taxable year after the taxable year in which
such
REMIC acquires ownership of such REO Property for purposes of Section 860G(a)(8)
of the Code or request from the Internal Revenue Service, no later than 60
days
before the day on which the three-year grace period would otherwise expire,
an
extension of such three-year period, unless the Servicer shall have delivered
to
the Trustee, the Trust Administrator and the NIMS Insurer an Opinion of Counsel
acceptable to the NIMS Insurer and addressed to the Trustee, the Trust
Administrator, the NIMS Insurer and the Depositor, to the effect that the
holding by the REMIC of such REO Property subsequent to three years after its
acquisition will not result in the imposition on the REMIC of taxes on
“prohibited transactions” thereof, as defined in Section 860F of the Code, or
cause any of the REMICs created hereunder to fail to qualify as a REMIC under
Federal law at any time that any Certificates are outstanding. The Servicer
shall manage, conserve, protect and operate each REO Property for the
Certificateholders solely for the purpose of its prompt disposition and sale
in
a manner which does not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by any of the REMICs created hereunder of any “income from
non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code,
or any “net income from foreclosure property” which is subject to taxation under
the REMIC Provisions.
(b) The
Servicer shall separately account for all funds collected and received in
connection with the operation of any REO Property and shall establish and
maintain, or cause to be established and maintained, with respect to REO
Properties an account held in trust for the Trustee for the benefit of the
Certificateholders (the “REO Account”), which shall be an Eligible Account. The
Servicer shall be permitted to allow the Collection Account to serve as the
REO
Account, subject to separate ledgers for each REO Property. The Servicer shall
be entitled to retain or withdraw any interest income paid on funds deposited
in
the REO Account.
(c) The
Servicer shall have full power and authority, subject only to the specific
requirements and prohibitions of this Agreement, to do any and all things in
connection with any REO Property as are consistent with the manner in which
the
Servicer manages and operates similar property owned by the Servicer or any
of
its Affiliates, all on such terms and for such period (subject to the
requirement of prompt disposition set forth in Section 3.23(a)) as the Servicer
deems to be in the best interests of Certificateholders. In connection
therewith, the Servicer shall deposit, or cause to be deposited in the clearing
account in which it customarily deposits payments and collections on mortgage
loans in connection with its mortgage loan servicing activities on a daily
basis, and in no event more than one Business Day after the Servicer’s receipt
thereof, and shall thereafter deposit in the REO Account, in no event more
than
two Business Days after the Servicer’s receipt thereof, all revenues received by
it with respect to an REO Property and shall withdraw therefrom funds necessary
for the proper operation, management and maintenance of such REO Property
including, without limitation:
(1) all
insurance premiums due and payable in respect of such REO Property;
(2) all
real
estate taxes and assessments in respect of such REO Property that may result
in
the imposition of a lien thereon; and
(3) all
costs
and expenses necessary to maintain such REO Property.
To
the
extent that amounts on deposit in the REO Account with respect to an REO
Property are insufficient for the purposes set forth in clauses (i) through
(iii) above with respect to such REO Property, the Servicer shall advance from
its own funds such amount as is necessary for such purposes if, but only if,
the
Servicer would make such advances if the Servicer owned the REO Property and
if
in the Servicer’s judgment, the payment of such amounts will be recoverable from
the rental or sale of the REO Property.
Notwithstanding
the foregoing, neither the Servicer nor the Trustee shall:
(a) authorize
the Trust Fund to enter into, renew or extend any New Lease with respect to
any
REO Property, if the New Lease by its terms will give rise to any income that
does not constitute Rents from Real Property;
(b) authorize
any amount to be received or accrued under any New Lease other than amounts
that
will constitute Rents from Real Property;
(c) authorize
any construction on any REO Property, other than the completion of a building
or
other improvement thereon, and then only if more than ten percent of the
construction of such building or other improvement was completed before default
on the related Mortgage Loan became imminent, all within the meaning of Section
856(e)(4)(B) of the Code; or
(d) authorize
any Person to Directly Operate any REO Property on any date more than 90 days
after its date of acquisition by the Trust Fund;
unless,
in any such case, the Servicer has obtained an Opinion of Counsel, provided
to
the Trustee, the Trust Administrator, the Master Servicer and the NIMS Insurer,
to the effect that such action will not cause such REO Property to fail to
qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
the Code at any time that it is held by the REMIC, in which case the Servicer
may take such actions as are specified in such Opinion of Counsel.
The
Servicer may contract with any Independent Contractor for the operation and
management of any REO Property; provided that:
(i) the
terms
and conditions of any such contract shall not be inconsistent
herewith;
(ii) any
such
contract shall require, or shall be administered to require, that the
Independent Contractor pay all costs and expenses incurred in connection with
the operation and management of such REO Property, including those listed above
and remit all related revenues (net of such costs and expenses) to the Servicer
as soon as practicable, but in no event later than thirty days following the
receipt thereof by such Independent Contractor;
(iii) none
of
the provisions of this Section 3.23(c) relating to any such contract or to
actions taken through any such Independent Contractor shall be deemed to relieve
the Servicer of any of its duties and obligations to the Trustee on behalf
of
the Certificateholders with respect to the operation and management of any
such
REO Property; and the Servicer shall be obligated with respect thereto to the
same extent as if it alone were performing all duties and obligations in
connection with the operation and management of such REO Property.
The
Servicer shall be entitled to enter into any agreement with any Independent
Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such
indemnification. The Servicer shall be solely liable for all fees owed by it
to
any such Independent Contractor, irrespective of whether the Servicer’s
compensation pursuant to Section 3.18 is sufficient to pay such fees; provided,
however, that to the extent that any payments made by such Independent
Contractor would constitute Servicing Advances if made by the Servicer, such
amounts shall be reimbursable as Servicing Advances made by the
Servicer.
(d) In
addition to the withdrawals permitted under Section 3.23(c), the Servicer may
from time to time make withdrawals from the REO Account for any REO Property:
(i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the
related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for
unreimbursed Servicing Advances and Advances made in respect of such REO
Property or the related Mortgage Loan. On the Servicer Remittance Date, the
Servicer shall withdraw from each REO Account maintained by it and remit to
the
Trust Administrator for deposit into the Distribution Account in accordance
with
Section 3.10(d)(2), for distribution on the related Distribution Date in
accordance with Section 4.01, the income from the related REO Property received
during the prior calendar month, net of any withdrawals made pursuant to Section
3.23(c) or this Section 3.23(d).
(e) Subject
to the time constraints set forth in Section 3.23(a), each REO Disposition
shall
be carried out by the Servicer at such price and upon such terms and conditions
as the Servicer shall deem necessary or advisable, as shall be normal and usual
in the servicing standards set forth in Section 3.01.
(f) The
proceeds from the REO Disposition, net of any amount required by law to be
remitted to the Mortgagor under the related Mortgage Loan and net of any payment
or reimbursement to the Servicer or any Sub-Servicer as provided above, shall
be
deposited in the Distribution Account in accordance with Section 3.10(d)(ii)
on
the Servicer Remittance Date in the month following the receipt thereof for
distribution on the related Distribution Date in accordance with Section 4.01.
Any REO Disposition shall be for cash only (unless changes in the REMIC
Provisions made subsequent to the Startup Day allow a sale for other
consideration).
(g) The
Servicer shall file information returns with respect to the receipt of mortgage
interest received in a trade or business, reports of foreclosures and
abandonments of any Mortgaged Property and cancellation of indebtedness income
with respect to any Mortgaged Property as required by Sections 6050H, 6050J
and
6050P of the Code, respectively. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by such Sections 6050H,
6050J and 6050P of the Code.
SECTION
3.24. Obligations
of the Servicer in Respect of Prepayment Interest Shortfalls.
The
Servicer shall deliver to the Trust Administrator for deposit into the
Distribution Account by 12:00 noon, New York time on the Servicer Remittance
Date from its own funds an amount (“Compensating Interest”) equal to the lesser
of (i) the aggregate of the Prepayment Interest Shortfalls for the related
Distribution Date resulting from full Principal Prepayments during the related
Prepayment Period and (ii) the aggregate Servicing Fee received in the related
Due Period. The Servicer shall not be obligated to pay Compensating Interest
with respect to Relief Act Interest Shortfalls. Any amounts paid by the Servicer
pursuant to this Section 3.24 shall not be reimbursed by REMIC I.
SECTION
3.25. Obligations
of the Servicer in Respect of Mortgage Rates and Monthly Payments.
In
the
event that a shortfall in any collection on or liability with respect to the
Mortgage Loans in the aggregate results from or is attributable to adjustments
to Mortgage Rates, Monthly Payments or Stated Principal Balances that were
made
by the Servicer in a manner not consistent with the terms of the related
Mortgage Note and this Agreement, the Servicer, upon discovery or receipt of
notice thereof, immediately shall deposit in the Collection Account from its
own
funds the amount of any such shortfall and shall indemnify and hold harmless
the
Trust Fund, the Trustee, the Trust Administrator, the Master Servicer, the
Depositor and any successor servicer in respect of any such liability. Such
indemnities shall survive the termination or discharge of this Agreement.
Notwithstanding the foregoing, this Section 3.25 shall not limit the ability
of
the Servicer to seek recovery of any such amounts from the related Mortgagor
under the terms of the related Mortgage Note, as permitted by law.
SECTION
3.26. Advance
Facility
(a) Notwithstanding
anything to the contrary contained herein, (i) the Servicer is hereby
authorized to enter into an advance facility (“Advance
Facility”)
under
which (A) the Servicer sells, assigns or pledges to another Person
(together with such person’s successors and assigns, an “Advancing Person”) the
Servicer’s rights under this Agreement to be reimbursed for any Advances or
Servicing Advances and/or (B) an Advancing Person agrees to fund some or
all Advances or Servicing Advances required to be made by the Servicer pursuant
to this Agreement and (ii) the Servicer is hereby authorized to assign its
rights to the Servicing Fee; it being understood that neither the Trust Fund
nor
any party hereto shall have a right or claim (including without limitation
any
right of offset) to the portion of the Servicing Fee so assigned. No
consent of the Trustee, Trust Administrator, Master Servicer, Certificateholders
or any other party is required before the Servicer may enter into an Advance
Facility. Notwithstanding the existence of any Advance Facility under which
an
Advancing Person agrees to fund Advances and/or Servicing Advances on the
Servicer’s behalf, the Servicer shall remain obligated pursuant to this
Agreement to make Advances and Servicing Advances pursuant to and as required
by
this Agreement, and shall not be relieved of such obligations by virtue of
such
Advance Facility. If the Servicer enters into an Advance Facility, and for
so
long as an Advancing Person remains entitled to receive reimbursement for any
Advances including Nonrecoverable Advances related thereto (“Advance
Reimbursement Amounts”) and/or Servicing Advances, including Nonrecoverable
Servicing Advances related thereto (“Servicing Advance Reimbursement Amounts”
and, together with Advance Reimbursement Amounts, “Reimbursement Amounts”) (in
each case to the extent that such type of Reimbursement Amount is included
in
the Advance Facility), then the Servicer shall identify such Reimbursement
Amounts as received, consistently with the reimbursement rights set forth in
this Agreement, and shall remit such Reimbursement Amounts in accordance with
the documentation establishing the Advance Facility to such Advancing Person
or
to a trustee, agent or custodian (an “Advance Facility Trustee”) designated by
such Advancing Person. Notwithstanding the foregoing, if so required pursuant
to
the terms of the Advance Facility, the Servicer may direct the Trust
Administrator to, and if so directed the Trust Administrator is hereby
authorized to and shall, to the extent of amounts on deposit in the Distribution
Account, pay to the Advancing Person or the Advance Facility Trustee the
Reimbursement Amounts identified pursuant to the preceding sentence.
Notwithstanding anything to the contrary herein, in no event shall Reimbursement
Amounts be included in Available Funds or distributed to
Certificateholders.
If
the
Servicer enters into an Advance Facility, the Servicer and the related Advancing
Person shall deliver to the Trustee and the Trust Administrator a written notice
of the existence of such Advance Facility (an “Advance Facility Notice”),
stating the identity of the Advancing Person and any related Advance Facility
Trustee. An Advance Facility Notice may only be terminated by the joint written
direction of the Servicer and the related Advancing Person as described in
Section 3.26(h) below.
(b) Reimbursement
Amounts shall consist solely of amounts in respect of Advances and/or Servicing
Advances made with respect to the Mortgage Loans for which the Servicer would
be
permitted to reimburse itself in accordance with this Agreement, assuming the
Servicer had made the related Advance(s) and/or Servicing Advance(s).
Neither the Trustee nor the Trust Administrator shall have any duty or liability
with respect to the calculation of any Reimbursement Amount, nor shall the
Trustee or Trust Administrator have any responsibility to track or monitor
the
administration of the Advance Facility or the payment of Reimbursement Amounts
to the related Advancing Person or Advance Facility Trustee. The Servicer shall
maintain and provide to any successor servicer, a detailed accounting on a
loan
by loan basis as to amounts advanced by, pledged or assigned to, and reimbursed
to any Advancing Person. The successor servicer shall be entitled to rely on
any
such information provided by the predecessor Servicer, and the successor
servicer shall not be liable for any errors in such information.
(c) An
Advancing Person who receives an assignment or pledge of the rights to be
reimbursed for Advances and/or Servicing Advances, and/or whose obligations
are
limited to the making or funding of Advances will not be deemed to be a
Sub-servicer under this Agreement or be required to meet the criteria for
qualification as a Sub-servicer under this Agreement.
(d) Reimbursement
Amounts allocated to reimburse Advances or Servicing Advances made with respect
to any particular Mortgage Loan shall be allocated to the reimbursement of
the
unreimbursed Advances or Servicing Advances (as the case may be) made with
respect to that Mortgage Loan on a “first-in, first out” (“FIFO”) basis, such
that the Reimbursement Amounts shall be applied to reimburse the Advance or
Servicing Advance (as the case may be) for that Mortgage Loan that was disbursed
earliest in time first, and to reimburse the Advance or Servicing Advance (as
the case may be) for that Mortgage Loan that was disbursed latest in time last.
Liquidation Proceeds with respect to a Mortgage Loan shall be applied to
reimburse Servicing Advances outstanding with respect to that Mortgage Loan
before being applied to reimburse Advances outstanding with respect to that
Mortgage Loan. The Servicer shall provide to the related Advancing Person or
Advance Facility Trustee loan-by-loan information with respect to each
Reimbursement Amount remitted to such Advancing Person or Advance Facility
Trustee, to enable the Advancing Person or Advance Facility Trustee to make
the
FIFO allocation of each such Reimbursement Amount with respect to each Mortgage
Loan.
(e) The
Servicer who enters into an Advance Facility shall indemnify the Trustee, the
Trust Administrator, the Master Servicer, the Trust Fund, the Depositor and
any
successor servicer for any claim, loss, liability or damage resulting from
any
claim by the related Advancing Person, except to the extent that such claim,
loss, liability or damage (i) in the case of the Depositor, was incurred by
reason of the Depositor’s willful misfeasance, bad faith or negligence in the
performance of duties hereunder or by reason of its reckless disregard of
obligations and duties hereunder, (ii) in the case of a successor servicer,
was
incurred by reason of such successor servicer’s willful misfeasance, bad faith
or negligence in the performance of duties hereunder or by reason of its
reckless disregard of obligations and duties hereunder or by reason of a breach
of such successor servicer’s obligations and duties under this Agreement or
(iii) in the case of the Trustee, the Trust Administrator, the Master Servicer
or the Trust Fund, (A) resulted from a breach of the Servicer’s or a successor
servicer’s obligations and duties under this Agreement for which any such party
is indemnified under Section 6.03(a) or (B) was incurred by reason of willful
misfeasance, bad faith or negligence of any such party in the performance of
its
duties hereunder or by reason of such party’s reckless disregard of obligations
and duties hereunder or as a result of a breach of such party’s obligations
under Article VIII hereof. Notwithstanding the foregoing, the exclusions set
forth in clauses (i), (ii) and (iii) above from the Servicer’s obligation to
indemnify the Depositor, any successor servicer, the Trustee, the Trust
Administrator, the Master Servicer and the Trust Fund shall not be applicable,
in any case, to the extent the applicable claim, loss, liability or damage
was
incurred by reason of the Servicer’s willful misfeasance, bad faith or
negligence in the performance of duties hereunder or by reason of its reckless
disregard of obligations and duties hereunder or by reason of a breach of the
Servicer’s obligations and duties under this Agreement.
(f) Any
amendment to this Section 3.26 or to any other provision of this Agreement
that
may be necessary or appropriate to effect the terms of an Advance Facility
as
described generally in this Section 3.26, including amendments to add provisions
relating to a successor servicer, may be entered into by the Depositor, the
Trustee, the Trust Administrator, the Master Servicer and the Servicer without
the consent of any Certificateholder, notwithstanding anything to the contrary
in this Agreement.
(g) Any
rights of set-off that the Trust Fund, the Trustee, the Trust Administrator,
the
Master Servicer, the Depositor, any successor servicer or any other Person
might
otherwise have against the Servicer under this Agreement shall not attach to
any
rights to be reimbursed for Advances or Servicing Advances that have been sold,
transferred, pledged, conveyed or assigned to any Advancing Person.
(h) At
any
time when an Advancing Person shall have ceased funding Advances and/or
Servicing Advances (as the case may be) and the Advancing Person or related
Advance Facility Trustee shall have received Reimbursement Amounts sufficient
in
the aggregate to reimburse all Advances and/or Servicing Advances (as the case
may be) the right to reimbursement for which were assigned to the Advancing
Person, then upon the delivery of a written notice signed by the Advancing
Person and the Servicer to the Trustee and the Trust Administrator terminating
the Advance Facility Notice (the “Notice of Facility Termination”), the Servicer
shall again be entitled to withdraw and retain the related Reimbursement Amounts
from the Collection Account pursuant to the applicable Sections of this
Agreement.
(i) After
delivery of any Advance Facility Notice, and until any such Advance Facility
Notice has been terminated by a Notice of Facility Termination, this
Section 3.26 may not be amended or otherwise modified without the prior
written consent of the related Advancing Person.
| SECTION 3.24. |
Late
Remittance.
|
With
respect to any remittance received by the Master Servicer after the day on
which
such payment was due, the Servicer shall pay to the Master Servicer interest
on
any such late payment at an annual rate equal to the Prime Rate, adjusted as
of
the date of each change, plus three percentage points, but in no event greater
than the maximum amount permitted by applicable law. Such interest shall be
deposited in the Distribution Account by the Servicer on the date such late
payment is made and shall cover the period commencing with the day such payment
was due and ending with the Business Day on which such payment is made, both
inclusive. Such interest shall be remitted along with the distribution payable
on the next succeeding Servicer Remittance Date. The payment by the Servicer
of
any such interest shall not be deemed an extension of time for payment or a
waiver of any Servicer Event of Default.
ARTICLE
IIIA
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
| SECTION 3A.01. |
Master
Servicer to Act as Master Servicer
|
The
Master Servicer shall supervise, monitor and oversee the obligation of the
Servicer to service and administer the Mortgage Loans in accordance with the
terms of this Agreement and shall have full power and authority to do any and
all things which it may deem necessary or desirable in connection with such
master servicing and administration. In performing its obligations hereunder,
the Master Servicer shall act in a manner consistent with Accepted Master
Servicing Practices. Furthermore, the Master Servicer shall oversee and consult
with the Servicer as reasonably necessary from time-to-time to carry out the
Master Servicer’s obligations hereunder, shall receive, review and evaluate all
reports, information and other data provided to the Master Servicer by the
Servicer and shall cause the Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by the Servicer under
this Agreement. The Master Servicer shall independently monitor the Servicer’s
servicing activities with respect to each Mortgage Loan, reconcile the results
of such monitoring with such information provided in the previous sentence
on a
monthly basis and coordinate corrective adjustments to the Servicer’s and Master
Servicer’s records, and based on such reconciled and corrected information, the
Master Servicer shall provide such information to the Trust Administrator as
shall be necessary in order for it to prepare the statements specified in
Section 4.02, and prepare any other information and statements required to
be forwarded by the Master Servicer hereunder. The Master Servicer shall
reconcile the results of its Mortgage Loan monitoring with the actual
remittances of the Servicer to the Collection Account pursuant to Section
3.10.
The
Trustee shall furnish the Servicer and the Master Servicer with any powers
of
attorney and other documents in form as provided to it necessary or appropriate
to enable the Servicer and the Master Servicer to service and administer the
Mortgage Loans and REO Properties.
The
Trustee and the Trust Administrator shall provide access to the records and
documentation in possession of the Trustee or the Trust Administrator, as
applicable, regarding the Mortgage Loans and REO Properties and the servicing
thereof to the Certificateholders, the FDIC, and the supervisory agents and
examiners of the FDIC, such access being afforded only upon reasonable prior
written request and during normal business hours at the office of the Trustee
or
the Trust Administrator, as applicable; provided, however, that, unless
otherwise required by law, neither the Trustee nor the Trust Administrator
shall
be required to provide access to such records and documentation if the provision
thereof would violate the legal right to privacy of any Mortgagor. The Trustee
and the Trust Administrator shall allow representatives of the above entities
to
photocopy any of the records and documentation and shall provide equipment
for
that purpose at a charge that covers the Trustee’s or Trust Administrator’s, as
applicable, actual costs.
The
Trustee shall execute and deliver to the Servicer and the Master Servicer any
court pleadings, requests for trustee’s sale or other documents necessary or
desirable to (i) the foreclosure or trustee’s sale with respect to a Mortgaged
Property; (ii) any legal action brought to obtain judgment against any Mortgagor
on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment
against the Mortgagor; or (iv) enforce any other rights or remedies provided
by
the Mortgage Note or Mortgage or otherwise available at law or
equity.
| SECTION 3A.02. |
[Reserved].
|
| SECTION 3A.03. |
Monitoring
of Servicer.
|
The
Master Servicer shall be responsible for reporting to the Trustee, the Trust
Administrator and the Depositor the non-compliance by the Servicer with its
duties under this Agreement. In the review of the Servicer’s activities, the
Master Servicer may rely upon an Officers’ Certificate of the Servicer (or
similar document signed by a Servicing Officer of the Servicer) with regard
to
the Servicer’s compliance with the terms of this Agreement. In the event that
the Master Servicer, in its good faith judgment, determines that the Servicer
should be terminated in accordance with the terms hereof, or that a notice
should be sent pursuant to the terms hereof with respect to the occurrence
of an
event that, unless cured, would constitute grounds for such termination, the
Master Servicer shall notify the Depositor, the Trust Administrator and the
Trustee thereof and the Master Servicer shall issue such notice or take such
other action as it deems appropriate.
The
Master
Servicer (or if the Master Servicer is the Servicer, the Trustee), for
the
benefit of the Certificateholders, shall enforce the obligations of the Servicer
under this Agreement, and shall, in the event that it receives notice and
confirms that the Servicer has failed to perform its obligations in accordance
with this Agreement, subject to the preceding paragraph, terminate the rights
and obligations of the Servicer hereunder and in accordance with the provisions
of Article VII of this Agreement and act as Servicer of the Mortgage Loans
or
appoint a successor servicer; provided, however, it is understood and
acknowledged by the parties hereto that there will be a period of transition
(not to exceed 90 days) before the actual servicing functions can be fully
transferred to such successor servicer. Such enforcement, including, without
limitation, the legal prosecution of claims and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as the Master Servicer or Trustee, as applicable, in its good faith
business judgment, would require were it the owner of the Mortgage Loans. The
Master Servicer or the Trustee, as applicable, shall pay the costs of such
enforcement at its own expense, provided that the Master Servicer or the
Trustee, as applicable, shall not be required to prosecute or defend any legal
action except to the extent that the Master Servicer or the Trustee, as
applicable, shall have received reasonable indemnity for its costs and expenses
in pursuing such action.
To
the
extent that the costs and expenses of the Master Servicer or Trustee, as
applicable, related to any termination of the Servicer, appointment of a
successor servicer or the transfer and assumption of servicing by the Master
Servicer or the Trustee, as applicable, with respect to this Agreement
(including, without limitation, (i) all legal costs and expenses and all due
diligence costs and expenses associated with an evaluation of the potential
termination of the Servicer as a result of a Servicer Event of Default and
(ii)
all costs and expenses associated with the complete transfer of servicing,
including all servicing files and all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
successor servicer to correct any errors or insufficiencies in the servicing
data or otherwise to enable the successor servicer to service the Mortgage
Loans
in accordance with this Agreement) are not fully and timely reimbursed by the
terminated Servicer, the Master Servicer or the Trustee, as applicable, shall
be
entitled to reimbursement of such costs and expenses from the Distribution
Account.
The
Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall,
upon receipt from the Servicer, the Master Servicer or the Trust Administrator,
of notice of any failure of the Servicer to comply with the remittance
requirements and other obligations set forth in this Agreement, enforce such
obligations.
If
the
Master Servicer or the Trustee, as applicable, acts as Servicer, it will not
assume liability for the representations and warranties of the Servicer that
it
replaces.
| SECTION 3A.04. |
Fidelity
Bond.
|
The
Master Servicer, at its expense, shall maintain in effect a blanket fidelity
bond and an errors and omissions insurance policy, affording coverage with
respect to all directors, officers, employees and other Persons acting on such
Master Servicer’s behalf, and covering errors and omissions in the performance
of the Master Servicer’s obligations hereunder. The errors and omissions
insurance policy and the fidelity bond shall be in such form and amount
generally acceptable for entities serving as master servicer.
| SECTION 3A.05. |
Power
to Act; Procedures.
|
The
Master Servicer shall master service the Mortgage Loans and shall have full
power and authority, subject to the REMIC Provisions and the provisions of
Article X hereof, to do any and all things that it may deem necessary or
desirable in connection with the master servicing and administration of the
Mortgage Loans, including but not limited to the power and authority (i) to
execute and deliver, on behalf of the Certificateholders and the Trustee,
customary consents or waivers and other instruments and documents, (ii) to
consent to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
of
the ownership of the Mortgaged Property securing any Mortgage Loan, in each
case, in accordance with the provisions of this Agreement; provided, however,
that the Master Servicer shall not (and, consistent with its responsibilities
under Article X, shall not permit any Servicer to) knowingly or intentionally
take any action, or fail to take (or fail to cause to be taken) any action
reasonably within its control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, would cause the Trust REMIC to fail to qualify as a REMIC or result
in the imposition of a tax upon the Trust Fund (including but not limited to
the
tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code) unless the Master Servicer has received an Opinion of Counsel (but not
at
the expense of the Master Servicer) to the effect that the contemplated action
would not cause any REMIC to fail to qualify as a REMIC or result in the
imposition of a tax upon any REMIC. The Trustee shall furnish the Master
Servicer or the Servicer, upon written request from a Servicing Officer, with
any powers of attorney empowering the Master Servicer or the Servicer to execute
and deliver instruments of satisfaction or cancellation, or of partial or full
release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
Property, and to appeal, prosecute or defend in any court action relating to
the
Mortgage Loans or the Mortgaged Property, in accordance with this Agreement,
and
the Trustee shall execute and deliver such other documents, as the Master
Servicer may request, to enable the Master Servicer to master service and
administer the Mortgage Loans and carry out its duties hereunder, in each case
in accordance with Accepted Master Servicing Practices (and the Trustee shall
have no liability for misuse of any such powers of attorney by the Master
Servicer or the Servicer). If the Master Servicer or the Trustee has been
advised that it is likely that the laws of the state in which action is to
be
taken prohibit such action if taken in the name of the Trustee or that the
Trustee would be adversely affected under the “doing business” or tax laws of
such state if such action is taken in its name, the Master Servicer shall join
with the Trustee in the appointment of a co-trustee pursuant to
Section 8.10 hereof. In the performance of its duties hereunder, the Master
Servicer shall be an independent contractor and shall not, except in those
instances where it is taking action in the name of the Trustee, be deemed to
be
the agent of the Trustee.
| SECTION 3A.06. |
Due
on Sale Clauses; Assumption
Agreements.
|
To
the
extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
Servicer shall cause the Servicer to enforce such clauses in accordance with
this Agreement. If applicable law prohibits the enforcement of a due-on-sale
clause or such clause is otherwise not enforced in accordance with this
Agreement, and, as a consequence, a Mortgage Loan is assumed, the original
Mortgagor may be released from liability in accordance with this
Agreement.
| SECTION 3A.07. |
[Reserved].
|
| SECTION 3A.08. |
Documents,
Records and Funds in Possession of Master Servicer to be Held for
Trustee.
|
The
Master Servicer and the Servicer shall transmit to the Trustee (or the Custodian
on behalf of the Trustee) such documents and instruments coming into the
possession of the Master Servicer or the Servicer from time to time as are
required by the terms hereof to be delivered to the Trustee, the Trust
Administrator or the Custodian. Any funds received by the Master Servicer or
by
the Servicer in respect of any Mortgage Loan or which otherwise are collected
by
the Master Servicer or by the Servicer as Liquidation Proceeds or Insurance
Proceeds in respect of any Mortgage Loan shall be held for the benefit of the
Trustee and the Certificateholders subject to the Master Servicer’s right to
retain its Master Servicing Fee or withdraw from the Distribution Account the
Master Servicing Compensation and other amounts provided in this Agreement,
and
to the right of the Servicer to retain its Servicing Fee and other amounts
as
provided in this Agreement. The Master Servicer shall, and subject to Section
3.22 shall cause the Servicer to, provide access to information and
documentation regarding the Mortgage Loans to the Trust Administrator, its
agents and accountants at any time upon reasonable request and during normal
business hours, and to Certificateholders that are savings and loan
associations, banks or insurance companies, the Office of Thrift Supervision,
the FDIC and the supervisory agents and examiners of such Office and Corporation
or examiners of any other federal or state banking or insurance regulatory
authority if so required by applicable regulations of the Office of Thrift
Supervision or other regulatory authority, such access to be afforded without
charge but only upon reasonable request in writing and during normal business
hours at the offices of the Master Servicer designated by it. In fulfilling
such
a request the Master Servicer shall not be responsible for determining the
sufficiency of such information.
All
Mortgage Files and funds collected or held by, or under the control of, the
Master Servicer or the Servicer, in respect of any Mortgage Loans, whether
from
the collection of principal and interest payments or from Liquidation Proceeds
or Insurance Proceeds, shall be held by the Servicer or the Master Servicer,
as
applicable, for and on behalf of the Trustee and the Certificateholders and
shall be and remain the sole and exclusive property of the Trustee; provided,
however, that the Master Servicer and the Servicer shall be entitled to setoff
against, and deduct from, any such funds any amounts that are properly due
and
payable to the Master Servicer or the Servicer under this
Agreement.
| SECTION 3A.09. |
Compensation
for the Master Servicer.
|
The
Master Servicer shall be entitled to the Master Servicing Fee with respect
to
each Mortgage Loan. The Master Servicer will also be entitled to all income
and
gain realized from any investment of funds in the Distribution Account, pursuant
to Section 3A.11 and Section 3A.12, for the performance of its
activities hereunder (the “Master Servicing Compensation”). Servicing
compensation in the form of assumption fees, if any, late payment charges,
as
collected, if any, or otherwise shall be retained by the Servicer in accordance
with Section 3.18. The Master Servicer shall be required to pay all expenses
incurred by it in connection with the performance of its duties hereunder and
shall not be entitled to reimbursement therefor except as provided in this
Agreement.
| SECTION 3A.10. |
Obligations
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
In
the
event of a Prepayment Interest Shortfall, the Master Servicer shall remit to
the
Trust Administrator, from its own funds and without right of reimbursement
(except as described below), not later than the related Distribution Date,
Compensating Interest in an amount equal to the lesser of (i) the aggregate
amounts in respect of Compensating Interest required to be paid by the Servicer
pursuant to Section 3.24 with respect to Prepayment Interest Shortfalls
attributable to Principal Prepayments in full on the Mortgage Loans for the
related Distribution Date and not so paid by the Servicer and (ii) the aggregate
compensation payable to the Master Servicer for the related collection period
under this Agreement. In the event the Master Servicer pays any amount in
respect of such Compensating Interest prior to the time it shall have succeeded
as successor servicer, the Master Servicer shall be subrogated to the Trust
Fund’s right to receive such amount from the Servicer. In the event the Trust
Fund receives from the Servicer all or any portion of amounts in respect of
Compensating Interest required to be paid by the Servicer pursuant to Section
3.24, not so paid by the Servicer when required, and paid by the Master Servicer
pursuant to this Section 3A.10, then the Master Servicer may reimburse
itself for the amount of Compensating Interest paid by the Master Servicer
from
such receipts by the Trust Fund.
| SECTION 3A.11. |
Distribution
Account.
|
On
behalf
of the Trust Fund, the Trust Administrator shall establish and maintain one
or
more accounts (such account or accounts, the “Distribution Account”), held in
trust for the benefit of the Trustee and the Certificateholders. The
Distribution Account shall be an Eligible Account. The Master Servicer will
deposit in the Distribution Account as identified by the Master Servicer and
as
received by the Master Servicer, the following amounts:
(1) Any
amounts remitted to the Master Servicer by the Servicer from the Collection
Account;
(2) Any
Advances received from the Servicer or made by the Master Servicer or (if the
Master Servicer is the Servicer) the Trustee (in each case in its capacity
as
successor servicer), and any payments of Compensating Interest received from
the
Servicer or made by the Master Servicer (unless, in the case of the Master
Servicer, such amounts are deposited by the Master Servicer directly into the
Distribution Account);
(3) Any
Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of
the
Master Servicer or which were not deposited in the Collection
Account;
(4)
Any
amounts required to be deposited with respect to losses on investments of
deposits in the Distribution Account; and
(5) Any
other
amounts received by or on behalf of the Master Servicer and required to be
deposited in the Distribution Account pursuant to this Agreement.
All
amounts deposited to the Distribution Account shall be held by the Master
Servicer in the name of the Trustee in trust for the benefit of the
Certificateholders in accordance with the terms and provisions of this
Agreement. The requirements for crediting the Distribution Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of (A) the Master Servicing Fee, (B)
late payment charges or assumption, tax service, statement account or payoff,
substitution, satisfaction, release and other like fees and charges and (C)
the
items enumerated in Section 3A.12(a) (with respect the clearing and
termination of the Distribution Account and with respect to amounts deposited
in
error), in Section 3A.12(b) or in clauses (i), (ii), (iii) and (iv), (v) of
Section 3A.12(c), need not be credited by the Master Servicer to the
Distribution Account. In the event that the Master Servicer shall deposit or
cause to be deposited to the Distribution Account any amount not required to
be
credited thereto, the Trustee or the Trust Administrator, upon receipt of a
written request therefor signed by a Servicing Officer of the Master Servicer,
shall promptly transfer such amount to the Master Servicer, any provision herein
to the contrary notwithstanding.
The
Trust
Administrator may direct any depository institution maintaining the Distribution
Account to invest the funds on deposit in such account or to hold such funds
uninvested. All investments pursuant to this Section 3A.11 shall be in one
or more Permitted Investments bearing interest or sold at a discount, and
maturing, unless payable on demand, (i) no later than the Business Day
immediately preceding the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if a Person other than the Trust
Administrator is the obligor thereon or if such investment is managed or advised
by a Person other than the Trust Administrator or an Affiliate of the Trust
Administrator, and (ii) no later than the date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if the Trust
Administrator is the obligor thereon or if such investment is managed or advised
by the Trust Administrator or any Affiliate. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds
in
the Distribution Account shall be made in the name of the Trustee, or in the
name of a nominee of the Trust Administrator. The Trust Administrator shall
be
entitled to sole possession over each such investment, and any certificate
or
other instrument evidencing any such investment shall be delivered directly
to
the Trust Administrator or its agent, together with any document of transfer
necessary to transfer title to such investment to the Trust Administrator or
its
nominee. In the event amounts on deposit in the Distribution Account are at
any
time invested in a Permitted Investment payable on demand, the Trust
Administrator shall:
(x) consistent
with any notice required to be given thereunder, demand that payment thereon
be
made on the last day such Permitted Investment may otherwise mature hereunder
in
an amount equal to the lesser of (1) all amounts then payable thereunder and
(2)
the amount required to be withdrawn on such date; and
(y) demand
payment of all amounts due thereunder promptly upon determination by a
Responsible Officer of the Trust Administrator that such Permitted Investment
would not constitute a Permitted Investment in respect of funds thereafter
on
deposit in the Distribution Account.
All
income and gain realized from the investment of funds deposited in the
Distribution Account shall be for the benefit of the Master Servicer. The Trust
Administrator shall deposit in the Distribution Account the amount of any loss
of principal incurred in respect of any such Permitted Investment made with
funds in such Account immediately upon realization of such loss.
| SECTION 3A.12. |
Permitted
Withdrawals and Transfers from the Distribution
Account.
|
The
Trust
Administrator will, from time to time on demand of the Master Servicer, the
Servicer or the Trustee, make or cause to be made such withdrawals or transfers
from the Distribution Account pursuant to this Agreement. The Trust
Administrator may clear and terminate the Distribution Account pursuant to
Section 9.01 and remove amounts from time to time deposited in
error.
On
an
ongoing basis, the Trust Administrator shall withdraw funds from the
Distribution Account to pay (i) any Extraordinary Trust Fund Expenses including
but not limited to amounts payable to the Servicer or the Depositor pursuant
to
Section 6.03(b), to the Trustee pursuant to Section 3.06, Section 7.02 or
Section 8.05 or to the Master Servicer pursuant to Section 6.03(c), and
(ii) any amounts expressly payable to the Master Servicer as set forth in
Section 3A.09.
The
Trust
Administrator may withdraw from the Distribution Account any of the following
amounts (in the case of any such amount payable or reimbursable to the Servicer,
only to the extent the Servicer shall not have paid or reimbursed itself such
amount prior to making any remittance to the Master Servicer pursuant to the
terms of this Agreement):
(i) (a)
to
pay to
the Master Servicer any unpaid Master Servicing Fees
and (b)
to reimburse the Master Servicer or (if the Master Servicer is the Servicer)
the
Trustee (to the extent either of them is obligated to do so as successor
Servicer) for any Advance of its own funds, the right of the Master Servicer
or
the Trustee, as applicable, to reimbursement pursuant to this subclause (i)
being limited to amounts received on a particular Mortgage Loan (including,
for
this purpose, the Purchase Price therefor, Insurance Proceeds, Liquidation
Proceeds and Subsequent Recoveries) which represent late payments or recoveries
of the principal of or interest on such Mortgage Loan respecting which such
Advance was made;
(ii) to
reimburse the Master Servicer from Insurance Proceeds, Liquidation Proceeds
or
Subsequent Recoveries relating to a particular Mortgage Loan for amounts
expended by the Master Servicer in good faith in connection with the restoration
of the related Mortgaged Property which was damaged by an Uninsured Cause or
in
connection with the liquidation of such Mortgage Loan;
(iii) to
reimburse the Master Servicer from Insurance Proceeds relating to a particular
Mortgage Loan for insured expenses incurred with respect to such Mortgage Loan
and to reimburse the Master Servicer from Liquidation Proceeds and Subsequent
Recoveries from a particular Mortgage Loan for Liquidation Expenses incurred
with respect to such Mortgage Loan;
(iv) to
reimburse the Master Servicer for advances of funds (other than Advances) made
with respect to the Mortgage Loans, and the right to reimbursement pursuant
to
this subclause being limited to amounts received on the related Mortgage Loan
(including, for this purpose, the Purchase Price therefor, Insurance Proceeds,
Liquidation Proceeds and Subsequent Recoveries) which represent late recoveries
of the payments for which such advances were made;
(v) to
reimburse the Master Servicer (or if the Master Servicer is the Servicer) the
Trustee (to the extent either of them is obligated to do so as successor
Servicer) for any Advance or Servicing Advance, after a Realized Loss has been
allocated with respect to the related Mortgage Loan if the Advance or Servicing
Advance has not been reimbursed pursuant to clauses (i) through
(iv);
(vi) to
make
distributions in accordance with Section 4.01;
(vii) to
pay
compensation to the Trust Administrator on each Distribution Date;
(viii) to
pay
any amounts in respect of taxes pursuant to Section 10.01(g);
(ix) without
duplication of the amount set forth in clause (iii) above, to pay any
Extraordinary Trust Fund Expenses to the extent not paid by the Master Servicer
from the Distribution Account;
(x) without
duplication of any of the foregoing, to reimburse or pay the Servicer any such
amounts as are due thereto under this Agreement and have not been retained
by or
paid to the Servicer, to the extent provided in this Agreement and to refund
to
the Servicer any amount remitted by the Servicer to the Master Servicer in
error;
(xi) to
pay to
the Master Servicer, any interest or investment income earned on funds deposited
in the Distribution Account;
(xii) to
pay
the Credit Risk Manager the Credit Risk Manager Fee;
(xiii) to
withdraw any amount deposited in the Distribution Account in error;
and
(xiv) to
clear
and terminate the Distribution Account pursuant to
Section 9.01.
The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of accounting for any reimbursement
from
the Distribution Account pursuant to clauses (i) through (v) above or with
respect to any such amounts which would have been covered by such clauses had
the amounts not been retained by the Master Servicer without being deposited
in
the Distribution Account.
On
or
before the Business Day prior to each Distribution Date, the Master Servicer
or
(if the Master Servicer is the Servicer) the Trustee (to the extent either
of
them is obligated to do so as successor Servicer) shall remit to the Trust
Administrator for deposit in the Distribution Account any Advances required
to
be made and the Master Servicer shall deposit in the Distribution Account any
Compensating Interest required to be paid, in either such case by the Master
Servicer or the Trustee, as applicable, with respect to the Mortgage
Loans.
ARTICLE
IV
PAYMENTS
TO CERTIFICATEHOLDERS
| SECTION 4.01. |
Distributions.
|
(a) On
each
Distribution Date, the following amounts, in the following order of priority,
shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular
Interests and distributed to the holders of the Class R Certificates (in respect
of the Class R-I Interest), as the case may be:
(i) to
Holders of REMIC I Regular Interest I, REMIC I Regular Interest I-1-A through
I-59-B, pro rata, in an amount equal to (A) Uncertificated Interest for such
REMIC I Regular Interests for such Distribution Date, plus (B) any amounts
payable in respect thereof remaining unpaid from previous Distribution
Dates.
(ii) to
the
extent of amounts remaining after the distributions made pursuant to clause
(1)
above, payments of principal shall be allocated as follows: (A) first, to REMIC
I Regular Interest I and then to REMIC I Regular Interests I-1-A through I-59-B
starting with the lowest numerical denomination until the Uncertificated Balance
of each such REMIC I Regular Interest is reduced to zero, provided that, for
REMIC I Regular Interests with the same numerical denomination, such payments
of
principal shall be allocated pro rata between such REMIC I Regular Interests
and
(B) second, to the extent of any Overcollateralization Reduction Amounts, first
to REMIC I Regular Interest I until the Uncertificated Balance of such REMIC
I
Regular Interest is reduced to zero, then, to REMIC I Regular Interests I-1-A
through I-59-B starting with the lowest numerical denomination until the
Uncertificated Balance of each such REMIC I Regular Interest is reduced to
zero,
provided that, for REMIC I Regular Interests with the same numerical
denomination, such Overcollateralization Reduction Amounts shall be allocated
pro rata between such REMIC I Regular Interests.
(iii) to
the
Holders of REMIC I Regular Interest I-LTP, (A) all amounts representing
Prepayment Charges (other
than any Originator Prepayment Charge Payment Amount)
in
respect of the Mortgage Loans received during the related Prepayment Period
and
(B) on the Distribution Date immediately following the expiration of the latest
Prepayment Charge as identified on the Prepayment Charge Schedule or any
Distribution Date thereafter until $100 has been distributed pursuant to this
clause.
(b) On
each
Distribution Date, the following amounts, in the following order of priority,
shall be distributed by REMIC II to REMIC III on account of the REMIC II Regular
Interests or withdrawn from the Distribution Account and distributed to the
holders of the Class R Certificates (in respect of the Class R-II Interest),
as
the case may be:
(i) to
the
Holders of REMIC II Regular Interest II-LTIO, in an amount equal to (a)
Uncertificated Accrued Interest for such REMIC II Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates.
(ii) to
Holders of REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTA1,
REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3, REMIC
II
Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6,
REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC
II
Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular
Interest II-LTM11, REMIC II Regular Interest II-LTZZ and REMIC II Regular
Interest II-LTP, pro
rata,
in an
amount equal to (A) the Uncertificated Interest for such Distribution Date,
plus
(B) any amounts in respect thereof remaining unpaid from previous Distribution
Dates. Amounts payable as Uncertificated Interest in respect of REMIC II Regular
Interest II-LTZZ shall be reduced and deferred when the REMIC II
Overcollateralized Amount is less than the REMIC II Required
Overcollateralization Amount, by the lesser of (x) the amount of such difference
and (y) the Maximum II-LTZZ Uncertificated Interest Deferral Amount and such
amount will be payable to the Holders of REMIC II Regular Interest II-LTA1,
REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3, REMIC
II
Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6,
REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC
II
Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC II
Regular Interest II-LTM11 in the same proportion as the Overcollateralization
Deficiency Amount is allocated to the Corresponding Certificates and the
Uncertificated Balance of REMIC II Regular Interest II-LTZZ shall be increased
by such amount; and
(iii) to
the
Holders of REMIC II Regular Interest II-LTP, (A) on each Distribution Date,
100%
of the amount paid in respect of Prepayment Charges (other than any Originator
Prepayment Charge Payment Amount) and (B) on the Distribution Date immediately
following the expiration of the latest Prepayment Charge as identified on the
Prepayment Charge Schedule or any Distribution Date thereafter until $100 has
been distributed pursuant to this clause;
(iv) to
the
Holders of the REMIC II Regular Interests, in an amount equal to the remainder
of the Available Funds for such Distribution Date after the distributions made
pursuant to clauses (i), (ii) and (iii) above, allocated as
follows:
(a) 98.00%
of
such remainder to the Holders of REMIC II Regular Interest II-LTAA, until the
Uncertificated Balance of such REMIC II Regular Interest is reduced to
zero;
(b) 2.00%
of
such remainder, first to the Holders of REMIC II Regular Interest II-LTA1,
REMIC
II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3, REMIC II Regular
Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest
II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4,
REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC
II
Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular
Interest II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC II Regular
Interest II-LTM11, equal to 1.00% of and in the same proportion as principal
payments are allocated to the Corresponding Certificates, until the
Uncertificated Balances of such REMIC II Regular Interests are reduced to zero
and second, to the Holders of REMIC II Regular Interest II-LTZZ, 1.00%, until
the Uncertificated Balance of such REMIC II Regular Interest is reduced to
zero;
and
(c) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-II Interest);
provided,
however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
attributable to an Overcollateralization Release Amount shall be allocated
to
Holders of (i) REMIC II Regular Interest II-LTAA and REMIC II Regular Interest
II-LTZZ, respectively; once the Uncertificated Principal Balances of REMIC
II
Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2, REMIC II Regular
Interest II-LTA3, REMIC II Regular Interest II-LTA4, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3,
REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
II
Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular
Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest
II-LTM10 and REMIC II Regular Interest II-LTM11 have been reduced to
zero.
On
each
Distribution Date, all amounts representing Prepayment Charges (other than
any
Originator Prepayment Charge Payment Amount) in respect of the Mortgage Loans
during the related Prepayment Period will be distributed by REMIC II to the
Holders of REMIC II Regular Interest II-LTP. The payment of the foregoing
amounts to the Holders of REMIC II Regular Interest II-LTP shall not reduce
the
Uncertificated Balance thereof.
On each
Distribution Date, 100% of the amounts distributed on REMIC II Regular Interest
II-LTIO shall be deemed distributed by REMIC II to REMIC III in respect of
the
Class Swap-IO Interest. Such amounts shall be deemed distributed by REMIC III
to
REMIC VI Regular Interest SWAP-IO and from REMIC VI Regular Interest SWAP-IO
to
the Swap Administrator for deposit into the Swap Account.
(c) On
each
Distribution Date, the Trust Administrator shall withdraw from the Distribution
Account that portion of Available Funds for such Distribution Date consisting
of
the Interest Remittance Amount for such Distribution Date, and make the
following distributions in the order of priority described below, in each case
to the extent of the Interest Remittance Amount remaining for such Distribution
Date:
(i) concurrently,
to the Holders of the Class A Certificates, on a pro
rata
basis
based on the entitlement of each such Class, the Monthly Interest Distributable
Amount and the Unpaid Interest Shortfall Amount, if any, for such Certificates
for such Distribution Date; and
(ii) sequentially,
to the Holders of the Class M-1 Certificates, the Class M-2 Certificates, the
Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates,
the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8
Certificates, the Class M-9 Certificates, the Class M-10 Certificates and the
Class M-11 Certificates, in that order, the Monthly Interest Distributable
Amount allocable to each such Class of Certificates.
(d) (I)On
each
Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event
is in effect, distributions in respect of principal to the extent of the
Principal Distribution Amount shall be made in the following amounts and order
of priority:
(i) to
the
Holders of the Class A Certificates (allocated among the Class A Certificates
in
the priority described below), until the Certificate Principal Balances thereof
have been reduced to zero; and
(ii) sequentially,
to the Holders of the Class M-1 Certificates, the Class M-2 Certificates, the
Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates,
the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8
Certificates, the Class M-9 Certificates, the Class M-10 Certificates and the
Class M-11 Certificates, in that order, until the Certificate Principal Balances
thereof have been reduced to zero.
(II) On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
Event is not in effect, distributions in respect of principal to the extent
of
the Principal Distribution Amount shall be made in the following amounts and
order of priority:
(i) to
the
Holders of the Class A Certificates (allocated among the Class A Certificates
in
the priority described below), the Senior Principal Distribution Amount until
the Certificate Principal Balances thereof have been reduced to zero;
(ii) sequentially,
to the
Holders of the Class M-1 Certificates, the Class M-2 Certificates and the Class
M-3 Certificates, the Sequential Class M Principal Distribution Amount until
the
aggregate Certificate Principal Balances thereof have been reduced to
zero;
(iii) to
the
Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(iv) to
the
Holders of the Class M-5 Certificates, the Class M-5 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(v) to
the
Holders of the Class M-6 Certificates, the Class M-6 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(vi) to
the
Holders of the Class M-7 Certificates, the Class M-7 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(vii) to
the
Holders of the Class M-8 Certificates, the Class M-8 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(viii) to
the
Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(ix) to
the
Holders of the Class M-10 Certificates, the Class M-10 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
and
(x) to
the
Holders of the Class M-11 Certificates, the Class M-11 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero.
With
respect to the Class A Certificates, all principal distributions will be
distributed sequentially to the Class A-1 Certificates, the Class A-2
Certificates, the Class A-3 Certificates and the Class A-4 Certificates, in
that
order, until their respective Certificate Principal Balances have been reduced
to zero. Notwithstanding any provisions contained in this Agreement to the
contrary, on any Distribution Date on which the aggregate Certificate Principal
Balance of the Subordinate Certificates has been reduced to zero, all
distributions of principal to the Class A Certificates shall be distributed
concurrently to the Class A-1 Certificates, the Class A-2 Certificates, the
Class A-3 Certificates and the Class A-4 Certificates, on a pro
rata
basis
based on the Certificate Principal Balance of each such Class.
(e) On
each
Distribution Date, the Net Monthly Excess Cashflow shall be distributed as
follows:
(i) to
the
Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, in an amount equal to any Extra Principal
Distribution Amount, without taking into account amounts, if any, received
under
the Cap Contract and the Interest Rate Swap Agreement, distributable to such
Holders as part of the Principal Distribution Amount, as applicable, as
described under Section 4.01(b) above;
(ii) sequentially,
to the Holders of the Class M-1 Certificates, Class M-2 Certificates, Class
M-3
Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6
Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9
Certificates, Class M-10 Certificates and Class M-11 Certificates, in that
order, in each case first, in an amount equal to the Unpaid Interest Shortfall
Amount allocable to such Certificates and second, in an amount equal to the
Allocated Realized Loss Amount allocable to such Certificates;
(iii) to
the
Net WAC Rate Carryover Reserve Account, the amount of any Net WAC Rate Carryover
Amounts, without taking into account amounts, if any, received under the Cap
Contract and the Interest Rate Swap Agreement;
(iv) to
the
Swap Provider, any Swap Termination Payments resulting from a Swap Provider
Trigger Event;
(v) to
the
Holders of the Class CE Certificates, (a) the Monthly Interest Distributable
Amount and any Overcollateralization Release Amount for such Distribution Date
and (b) on any Distribution Date on which the aggregate Certificate Principal
Balance of the Class A Certificates and the Mezzanine Certificates has been
reduced to zero, any remaining amounts in reduction of the Certificate Principal
Balance of the Class CE Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;
(vi) if
such
Distribution Date follows the Prepayment Period during which occurs the latest
date on which a Prepayment Charge may be required to be paid in respect of
any
Mortgage Loans, to the Holders of the Class P Certificates, in reduction of
the
Certificate Principal Balance thereof, until the Certificate Principal Balance
thereof is reduced to zero; and
(vii) any
remaining amounts to the Holders of the Residual Certificates (in respect of
the
appropriate Class R Interest).
Without
limiting the provisions of Section 9.01(b), by acceptance of the Residual
Certificates the Holders of the Residual Certificates agree, and it is the
understanding of the parties hereto, that for so long as any of the notes issued
pursuant to the Indenture are outstanding or any amounts are reimbursable or
payable to the NIMS Insurer in accordance with the terms of the Indenture,
to
pledge their rights to receive any amounts otherwise distributable to the
Holders of the Class R Certificates (and such rights are hereby assigned and
transferred) to the Holders of the Class CE Certificates.
(f) On
each
Distribution Date, after making the distributions of the Available Funds as
set
forth above, the Trust Administrator will withdraw from the Net WAC Rate
Carryover Reserve Account, to the extent of amounts remaining on deposit
therein, the amount of any Net WAC Rate Carryover Amount for such Distribution
Date and distribute such amount in the following order of priority:
(i)
concurrently, to the Class A Certificates, on a pro
rata
basis
based on the remaining Net WAC Rate Carryover Amount for each such Class;
and
(ii) sequentially,
to the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates,
Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class
M-7 Certificates, Class M-8 Certificates, Class M-9 Certificates, Class M-10
Certificates and Class M-11 Certificates, in that order, the Net WAC Rate
Carryover Amount for each such Class.
On
each
Distribution Date, the Trust Administrator shall withdraw any amounts then
on
deposit in the Distribution Account that represent (i) Prepayment Charges
collected by the Servicer and remitted to the Master Servicer in connection
with
the Principal Prepayment of any of the Mortgage Loans or (ii) any Servicer
Prepayment Charge Payment Amounts, and shall distribute such amounts to the
Holders of the Class P Certificates. Such distributions shall not be applied
to
reduce the Certificate Principal Balance of the Class P
Certificates.
Following
the foregoing distributions, an amount equal to the amount of Subsequent
Recoveries remitted to the Master Servicer shall be applied to increase the
Certificate Principal Balance of the Class of Certificates with the Highest
Priority up to the extent of such Realized Losses previously allocated to that
Class of Certificates pursuant to Section 4.04. An amount equal to the
amount of any remaining Subsequent Recoveries shall be applied to increase
the
Certificate Principal Balance of the Class of Certificates with the next Highest
Priority, up to the amount of such Realized Losses previously allocated to
that
Class of Certificates pursuant to Section 4.04. Holders of such
Certificates will not be entitled to any distribution in respect of interest
on
the amount of such increases for any Accrual Period preceding the Distribution
Date on which such increase occurs. Any such increases shall be applied to
the
Certificate Principal Balance of each Certificate of such Class in accordance
with its respective Percentage Interest.
(g) On
each
Distribution Date, after making the distributions of the Available Funds, Net
Monthly Excess Cashflow and amounts on deposit in the Net WAC Rate Carryover
Reserve Account as set forth above, the Trust Administrator shall distribute
the
amount on deposit in the Swap Account as follows:
(i) to
the
Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to the
Interest Rate Swap Agreement for such Distribution Date;
(ii) to
the
Swap Provider, any Swap Termination Payment owed to the Swap Provider not due
to
a Swap Provider Trigger Event pursuant to the Interest Rate Swap
Agreement;
(iii) concurrently,
to each Class of Class A Certificates, the related Monthly Interest
Distributable Amount and Unpaid Interest Shortfall Amount remaining
undistributed after the distributions of the Interest Remittance Amount, on
a
pro rata basis based on such respective remaining Monthly Interest Distributable
Amount and Unpaid Interest Shortfall Amount;
(iv) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, the related Monthly Interest Distributable Amount and Unpaid Interest
Shortfall Amount, to the extent remaining undistributed after the distributions
of the Interest Remittance Amount and the Net Monthly Excess
Cashflow;
(v) to
the
Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, in an amount equal to any Extra Principal
Distribution Amount, without taking into account amounts, if any, received
under
the Interest Rate Swap Agreement, distributable to such Holders as part of
the
Principal Distribution Amount, remaining undistributed after distribution of
the
Net Monthly Excess Cashflow;
(vi) sequentially
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, in each case up to the related Allocated Realized Loss Amount related
to
such Certificates for such Distribution Date remaining undistributed after
distribution of the Net Monthly Excess Cashflow;
(vii) concurrently,
to each Class of Class A Certificates, the Net WAC Rate Carryover Amount, to
the
extent remaining undistributed after distributions are made from the Net WAC
Rate Carryover Reserve Account, on a pro rata basis based on such respective
Net
WAC Rate Carryover Amounts remaining; and
(viii) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, the Net WAC Rate Carryover Amount, to the extent remaining undistributed
after distributions are made from the Net WAC Rate Carryover Reserve
Account.
(h) On
each
Distribution Date, after making the distributions of the Available Funds, Net
Monthly Excess Cashflow, amounts on deposit in the Net WAC Rate Carryover
Reserve Account and amounts on deposit in the Swap Account as set forth above,
the Trust Administrator shall distribute the amount on deposit in the Cap
Account as follows:
(1) concurrently,
to each Class of Class A Certificates, the related Monthly Interest
Distributable Amount and Unpaid Interest Shortfall Amount remaining
undistributed after the distributions of the Interest Remittance Amount, on
a
pro
rata
basis
based on such respective remaining Monthly Interest Distributable Amount and
Unpaid Interest Shortfall Amount;
(2) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, the related Monthly Interest Distributable Amount and Unpaid Interest
Shortfall Amount, to the extent remaining undistributed after the distributions
of the Interest Remittance Amount and the Net Monthly Excess
Cashflow;
(3) to
the
Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, in an amount equal to any Extra Principal
Distribution Amount, without taking into account amounts, if any, received
under
the Interest Rate Swap Agreement, distributable to such Holders as part of
the
Principal Distribution Amount, remaining undistributed after distribution of
the
Net Monthly Excess Cashflow;
(4) sequentially
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, in each case up to the related Allocated Realized Loss Amount related
to
such Certificates for such Distribution Date remaining undistributed after
distribution of the Net Monthly Excess Cashflow;
(5) concurrently,
to each Class of Class A Certificates, the related Net WAC Rate Carryover
Amount, to the extent remaining undistributed after distributions are made
from
the Net WAC Rate Carryover Reserve Account, on a pro
rata
basis
based on such respective Net WAC Rate Carryover Amounts remaining;
(6) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, the related Net WAC Rate Carryover Amount, to the extent remaining
undistributed after distributions are made from the Net WAC Rate Carryover
Reserve Account; and
(7) any
remaining amount to the Holders of the Class CE Certificates.
(i) Distributions
made with respect to each Class of Certificates on each Distribution Date shall
be allocated pro
rata
among
the outstanding Certificates in such Class based on their respective Percentage
Interests. Distributions in respect of each Class of Certificates on each
Distribution Date will be made to the Holders of the respective Class of record
on the related Record Date (except as otherwise provided in Section 4.01(d)
or Section 9.01 respecting the final distribution on such Class), based on
the aggregate Percentage Interest represented by their respective Certificates,
and shall be made by wire transfer of immediately available funds to the account
of any such Holder at a bank or other entity having appropriate facilities
therefor, if such Holder shall have so notified the Trust Administrator in
writing at least five Business Days prior to the Record Date immediately prior
to such Distribution Date and is the registered owner of Certificates having
an
initial aggregate Certificate Principal Balance or Notional Amount that is
in
excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the initial
Certificate Principal Balance or Notional Amount of such Class of Certificates,
or otherwise by check mailed by first class mail to the address of such Holder
appearing in the Certificate Register. The final distribution on each
Certificate will be made in like manner, but only upon presentment and surrender
of such Certificate at the Corporate Trust Office of the Trust Administrator
or
such other location specified in the notice to Certificateholders of such final
distribution.
Each
distribution with respect to a Book-Entry Certificate shall be paid to the
Depository, as Holder thereof, and the Depository shall be responsible for
crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the
Certificate Owners that it represents and to each indirect participating
brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the Trust
Administrator, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(j) The
rights of the Certificateholders to receive distributions in respect of the
Certificates, and all interests of the Certificateholders in such distributions,
shall be as set forth in this Agreement. None of the Holders of any Class of
Certificates, the Trustee, the Trust Administrator or the Master Servicer shall
in any way be responsible or liable to the Holders of any other Class of
Certificates in respect of amounts properly previously distributed on the
Certificates.
(k) Except
as
otherwise provided in Section 9.01, whenever the Trust Administrator
expects that the final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Trust Administrator shall,
no
later than three (3) days before the related Distribution Date, mail to each
Holder on such date of such Class of Certificates a notice to the effect
that:
(i) the
Trust
Administrator expects that the final distribution with respect to such Class
of
Certificates will be made on such Distribution Date but only upon presentation
and surrender of such Certificates at the office of the Trust Administrator
therein specified, and
(ii) no
interest shall accrue on such Certificates from and after the end of the related
Accrual Period.
Any
funds
not distributed to any Holder or Holders of Certificates of such Class on such
Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held in trust by the
Trust Administrator and credited to the account of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been given
pursuant to this Section 4.01(e) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trust Administrator shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order
to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trust Administrator shall, directly or through an agent,
mail
a final notice to the remaining non-tendering Certificateholders concerning
surrender of their Certificates but shall continue to hold any remaining funds
for the benefit of non-tendering Certificateholders. The costs and expenses
of
maintaining the funds in trust and of contacting such Certificateholders shall
be paid out of the assets remaining in the Trust Fund. If within one year after
the final notice any such Certificates shall not have been surrendered for
cancellation, the Trust Administrator shall pay to UBS Securities LLC all such
amounts, and all rights of non-tendering Certificateholders in or to such
amounts shall thereupon cease. No interest shall accrue or be payable to any
Certificateholder on any amount held in trust by the Trust Administrator as
a
result of such Certificateholder’s failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 4.01(d). Any such
amounts held in trust by the Trust Administrator shall be held in an Eligible
Account and the Trust Administrator may direct any depository institution
maintaining such account to invest the funds in one or more Permitted
Investments. All income and gain realized from the investment of funds deposited
in such accounts held in trust by the Trust Administrator shall be for the
benefit of the Trust Administrator; provided, however, that the Trust
Administrator shall deposit in such account the amount of any loss of principal
incurred in respect of any such Permitted Investment made with funds in such
accounts immediately upon the realization of such loss.
(l) Notwithstanding
anything to the contrary herein, (i) in no event shall the Certificate Principal
Balance of a Class A Certificate or a Mezzanine Certificate be reduced more
than
once in respect of any particular amount both (a) allocated to such Certificate
in respect of Realized Losses pursuant to Section 4.04 and (b) distributed
to the Holder of such Certificate in reduction of the Certificate Principal
Balance thereof pursuant to this Section 4.01 from Net Monthly Excess
Cashflow and (ii) in no event shall the Uncertificated Balance of a REMIC I
Regular Interest be reduced more than once in respect of any particular amount
both (a) allocated to such REMIC I Regular Interest in respect of Realized
Losses pursuant to Section 4.04 and (b) distributed on such REMIC I Regular
Interest in reduction of the Uncertificated Balance thereof pursuant to this
Section 4.01.
| SECTION 4.02. |
Statements
to Certificateholders.
|
On
each
Distribution Date, based (in part), as applicable, on information provided
to
the Trust Administrator by the Master Servicer (which in turn shall be based
(in
part), as applicable, on information provided to the Master Servicer by the
Servicer), the Trust Administrator shall prepare and make available to each
Holder of the Regular Certificates, the Credit Risk Manager, the other parties
hereto and the Rating Agencies, a statement as to the distributions to be made
on such Distribution Date containing the following information:
(i) the
amount of the distribution made on such Distribution Date to the Holders of
the
Certificates of each Class allocable to principal, and the amount of the
distribution made on such Distribution Date to the Holders of the Class P
Certificates allocable to Prepayment Charges and Servicer Prepayment Charge
Payment Amounts;
(ii) the
amount of the distribution made on such Distribution Date to the Holders of
the
Certificates of each Class allocable to interest;
(iii) the
fees
and expenses of the Trust accrued and paid on such Distribution Date and to
whom
such fees and expenses were paid;
(iv) the
aggregate amount of Advances for such Distribution Date (including the general
purpose of such Advances);
(v) the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Properties
as of the last day of the related Due Period;
(vi) the
number and aggregate Stated Principal Balance of Mortgage Loans repurchased
(for
the current period and cumulative) including status of such Mortgage Loan at
the
time of repurchase and the reason for such repurchase;
(vii) the
number, aggregate Stated Principal Balance, weighted
average remaining term to maturity and weighted average Mortgage Rate of the
Mortgage Loans as of the related Due Date;
(viii) the
number and aggregate unpaid Principal Balance of Mortgage Loans (a) delinquent
30 to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days,
in
each case, as of the last day of the preceding calendar month, not including
Liquidated Mortgage Loans as of the end of the related Prepayment Period, (d)
as
to which foreclosure proceedings have been commenced and (e) with respect to
which the related Mortgagor has filed for protection under applicable bankruptcy
laws, with respect to whom bankruptcy proceedings are pending or with respect
to
whom bankruptcy protection is in force and with respect to (a), (b) and (c)
above, delinquencies shall be determined by and reported utilizing the OTS
methodology;
(ix) the
total
number and cumulative principal balance of all REO Properties as of the close
of
business on the last day of the preceding Prepayment Period;
(x) the
aggregate amount of Principal Prepayments made during the related Prepayment
Period;
(xi) the
Delinquency Percentage;
(xii) the
aggregate amount of Realized Losses incurred during the related Prepayment
Period, which will include the aggregate amount of Subsequent Recoveries
received during the related Prepayment Period and the aggregate amount of
Realized Losses incurred since the Closing Date, which will include the
cumulative amount of Subsequent Recoveries received since the Closing
Date;
(xiii) the
aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
Collection Account or the Distribution Account for such Distribution
Date;
(xiv) the
aggregate Certificate Principal Balance and Notional Amount, as applicable,
of
each Class of Certificates, before and after giving effect to the distributions,
and allocations of Realized Losses, made on such Distribution Date, separately
identifying any reduction thereof due to allocations of Realized
Losses;
(xv) the
Certificate Factor for each such Class of Certificates applicable to such
Distribution Date;
(xvi) the
Monthly Interest Distributable Amount in respect of the Class A Certificates,
the Mezzanine Certificates and the Class CE Certificates for such Distribution
Date and the Unpaid Interest Shortfall Amount, if any, with respect to the
Class
A Certificates and the Mezzanine Certificates on such Distribution Date,
separately identifying any reduction thereof due to allocations of Realized
Losses, Prepayment Interest Shortfalls and Relief Act Interest
Shortfalls;
(xvii) the
aggregate amount of any Prepayment Interest Shortfall for such Distribution
Date, to the extent not covered by payments by the Servicer or the Master
Servicer;
(xviii) the
aggregate amount of Relief Act Interest Shortfalls for such Distribution
Date;
(xix) the
Net
Monthly Excess Cashflow, the Overcollateralization Target Amount, the
Overcollateralized Amount, the Overcollateralization Deficiency Amount and
the
Credit Enhancement Percentage for such Distribution Date;
(xx) the
respective Pass-Through Rates applicable to the Class A Certificates, the
Mezzanine Certificates and the Class CE Certificates for such Distribution
Date
(and whether such Pass-Through Rate was limited by the Net WAC
Rate);
(xxi) the
Aggregate Loss Severity Percentage;
(xxii) whether
the Stepdown Date or a Trigger Event is in effect;
(xxiii) the
total
cashflows received and the general sources thereof;
(xxiv) the
Available Funds;
(xxv) the
Net
WAC Rate Carryover Amount for the Class A Certificates and the Mezzanine
Certificates, if any, for such Distribution Date, the amount remaining unpaid
after reimbursements therefor on such Distribution Date;
(xxvi) payments,
if any, made under the Cap Contract and the amount of any Net Swap Payments
or
Swap Termination Payments; and
(xxvii) unless
otherwise set forth in the Form 10-D relating to such Distribution Date,
material modifications, extensions or waivers to Mortgage Loan terms, fees,
penalties or payments during the preceding calendar month or that have become
material over time and the aggregate number of Mortgage Loans which have been
modified, waived or amended since the Closing Date; and
(xxviii) the
applicable Record Dates, Accrual Periods and Determination Dates for calculating
distributions for such Distribution Date.
The
Trust
Administrator will make such statement (and, at its option, any additional
files
containing the same information in an alternative format) available each month
to Certificateholders, the Master Servicer, the Servicer, the Depositor and
the
Rating Agencies via the Trust Administrator’s internet website. The Trust
Administrator’s internet website shall initially be located at
“xxx.xxxxxxx.xxx”. Assistance in using the website can be obtained by calling
the Trust Administrator’s customer service desk at (000) 000-0000. Parties that
are unable to use the above distribution options are entitled to have a paper
copy mailed to them via first class mail by calling the customer service desk
and indicating such. The Trust Administrator shall have the right to change
the
way such statements are distributed in order to make such distribution more
convenient and/or more accessible to the above parties and the Trust
Administrator shall provide timely and adequate notification to all above
parties regarding any such changes. As a condition to access the Trust
Administrator’s internet website, the Trust Administrator may require
registration and the acceptance of a disclaimer. The Trust Administrator will
not be liable for the dissemination of information in accordance with this
Agreement. The Trust Administrator shall also be entitled to rely on but shall
not be responsible for the content or accuracy of any information provided
by
third parties for purposes of preparing the distribution date statement and
may
affix thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party
thereto).
In
the
case of information furnished pursuant to subclauses (i) through (iii) above,
the amounts shall be expressed as a dollar amount per Single Certificate of
the
relevant Class.
Within
a
reasonable period of time after the end of each calendar year, the Trust
Administrator shall, upon written request, forward to each Person who at any
time during the calendar year was a Holder of a Regular Certificate and the
NIMS
Insurer a statement containing the information set forth in subclauses (i)
through (iii) above, aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of
the
Trust Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trust
Administrator pursuant to any requirements of the Code as from time to time
are
in force.
Within
a
reasonable period of time after the end of each calendar year, the Trust
Administrator shall furnish to each Person who at any time during the calendar
year was a Holder of a Residual Certificate and the NIMS Insurer a statement
setting forth the amount, if any, actually distributed with respect to the
Residual Certificates, as appropriate, aggregated for such calendar year or
applicable portion thereof during which such Person was a
Certificateholder.
With
respect to (vii) above, the Trust Administrator will add any Mortgage Loan
that
becomes 30 days delinquent or more at any time on or prior to the first (1st)
day of the fourth (4th) full month following the original purchase date by
the
Seller (such information to be provided to the Trust Administrator by the
Depositor) to the “Watch List,” as provided to the Trust Administrator by the
Depositor, a copy of which, as of the Closing Date, is attached hereto as
Schedule 3. Any Mortgage Loan on the Watch List shall also be known as a “Watch
List Loan.” The Trust Administrator will provide a written notice with a copy of
the Watch List to the Trustee, the Depositor, the Originator and the Majority
Class XX Xxxxxx (as defined herein) within 10 Business Days following January
1,
2007 and the Trustee will enforce the obligations of the Originator with respect
to such Watch List Loans pursuant to Section 2.03.
The
Trust
Administrator shall, upon request, furnish to each Certificateholder and the
NIMS Insurer, during the term of this Agreement, such periodic, special, or
other reports or information, whether or not provided for herein, as shall
be
reasonable with respect to the Certificateholder, or otherwise with respect
to
the purposes of this Agreement, all such reports or information to be provided
at the expense of the Certificateholder in accordance with such reasonable
and
explicit instructions and directions as the Certificateholder may provide.
For
purposes of this Section 4.02, the Trust Administrator’s duties are limited
to the extent that the Master Servicer receives timely reports as required
from
the Servicer.
On
each
Distribution Date the Trust Administrator shall provide Intex Solutions, Inc.
and Bloomberg Financial Markets, L.P. (“Bloomberg”) CUSIP level factors for each
class of Certificates as of such Distribution Date, using a format and media
mutually acceptable to the Trust Administrator and Bloomberg.
(b) For
each
Distribution Date, through and including the Distribution Date in December
2006,
the Trust Administrator shall calculate on each Significance Percentage
Calculation Date the Significance Percentage of the Interest Rate Swap
Agreement. If on any such Distribution Date, the Significance Percentage is
equal to or greater than 9%, the Trust Administrator shall promptly notify
the
Depositor and the Depositor shall obtain the financial information required
to
be delivered by the Swap Provider pursuant to the terms of the Interest Rate
Swap Agreement. If, on any succeeding Distribution Date through and including
the Distribution Date in December 2006, the Significance Percentage is equal
to
or greater than 10%, the Trust Administrator shall promptly notify the Depositor
and the Depositor shall, within 5 Business Days of such Distribution Date,
deliver to the Trust Administrator the financial information provided to it
by
the Swap Provider for inclusion in the Form 10-D relating to such Distribution
Date. If on any Distribution Date after December 2006, the Significance
Percentage is greater than 10%, the Trust Administrator shall include the
Significance Percentage on the statement to Certificateholders for the related
Distribution Date.
The
Trust
Administrator shall calculate the Significance Percentage in accordance with
the
definition of “Significance Percentage” as set forth herein.
| SECTION 4.03. |
Remittance
Reports, Advances.
|
Not
later
than the 17th
day of
each calendar month or if such 17th
day is
not a Business Day, the following Business Day, the Servicer shall deliver
to
the Trust Administrator, the Credit Risk Manager and the NIMS Insurer by
telecopy or electronic mail (or by such other means as the Servicer and the
Trust Administrator may agree from time to time) a Remittance Report in a format
attached as Exhibit Q-2 or in any other format as mutually agreed to between
the
Servicer and the Trust Administrator, containing such information regarding
the
Mortgage Loans as is needed by the Trust Administrator to perform its duties
as
set forth in Section 4.01 and 4.02 hereof. Such Remittance Report shall include
a delinquency report substantially in the form set forth in Exhibit Q-1 and
a
realized loss report substantially in the form set forth in Exhibit Q-3 (or
in
either case, such other format as mutually agreed to between the Servicer and
the Trust Administrator). Not later than the 17th
day of
each calendar month or if such 17th
day is
not a Business Day, the following Business Day, the Servicer shall deliver
or
cause to be delivered to the Trust Administrator in addition to the information
provided on the Remittance Report, such other information reasonably available
to it with respect to the Mortgage Loans as the Trust Administrator may
reasonably require to perform the calculations necessary to make the
distributions contemplated by Section 4.01 and to prepare the statements to
Certificateholders contemplated by Section 4.02. The Trust Administrator shall
not be responsible to recompute, recalculate or verify any information provided
to it by the Servicer.
(b) The
amount of Advances to be made by the Servicer for any Distribution Date shall
equal, subject to Section 4.03(d), the sum of (i) the aggregate amount of
Monthly Payments (net of the related Servicing Fee), due during the related
Due
Period in respect of the Mortgage Loans (other than with respect to any REO
Property or Balloon Mortgage Loan as described below), which Monthly Payments
were delinquent on a contractual basis as of the close of business on the
related Determination Date; and (ii) with respect to each REO Property, which
REO Property was acquired during or prior to the related Due Period and as
to
which REO Property an REO Disposition did not occur during the related Due
Period, an amount equal to the excess, if any, of the REO Imputed Interest
on
such REO Property for the most recently ended calendar month, over the net
income from such REO Property transferred to the Distribution Account pursuant
to Section 3.23 for distribution on such Distribution Date. For purposes of
the
preceding sentence, the Monthly Payment on each Balloon Mortgage Loan with
a
delinquent Balloon Payment is equal to the assumed monthly payment that would
have been due on the related Due Date based on the original principal
amortization schedule for such Balloon Mortgage Loan. In addition, the Servicer
shall not be required to cover Prepayment Interest Shortfalls in excess of
its
obligations under Section 3.24.
On
or
before 12:00 noon, New York time on the Servicer Remittance Date, the Servicer
shall remit in immediately available funds to the Trust Administrator for
deposit in the Distribution Account an amount equal to the aggregate amount
of
Advances, if any, to be made in respect of the Mortgage Loans and REO Properties
for the related Distribution Date either (i) from its own funds or (ii) from
the
Collection Account, to the extent of funds held therein for future distribution
(in which case it will cause to be made an appropriate entry in the records
of
Collection Account that amounts held for future distribution have been, as
permitted by this Section 4.03, used by the Servicer in discharge of any such
Advance) or (iii) in the form of any combination of (i) and (ii) aggregating
the
total amount of Advances to be made by the Servicer with respect to the Mortgage
Loans and REO Properties. Any amounts held for future distribution used by
the
Servicer to make an Advance as permitted in the preceding sentence shall be
appropriately reflected in the Servicer’s records and replaced by the Servicer
by deposit in the Collection Account on or before any future Servicer Remittance
Date to the extent that the Available Funds for the related Distribution Date
(determined without regard to Advances to be made on the Servicer Remittance
Date) shall be less than the total amount that would be distributed to the
Classes of Certificateholders pursuant to Section 4.01 on such Distribution
Date
if such amounts held for future distributions had not been so used to make
Advances. The Trust Administrator will provide notice to the Servicer and the
NIMS Insurer by the close of business on any Servicer Remittance Date via email
to the appropriate investor reporting contact of the Serivcer (as well as the
manager of the Servicer’s investor reporting group) in the event that the amount
remitted by the Servicer to the Trust Administrator on such date is less than
the Advances required to be made by the Servicer for the related Distribution
Date, as set forth in the related Remittance Report.
(c) The
obligation of the Servicer to make such Advances is mandatory, notwithstanding
any other provision of this Agreement but subject to (d) below and, with respect
to any Mortgage Loan, shall continue until the Mortgage Loan is paid in full
or
until all Liquidation Proceeds thereon have been recovered, or a Final Recovery
Determination has been made thereon.
(d) Notwithstanding
anything herein to the contrary, no Advance or Servicing Advance shall be
required to be made hereunder by the Servicer if such Advance or Servicing
Advance would, if made, constitute a Nonrecoverable Advance or Nonrecoverable
Servicing Advance, respectively. The determination by the Servicer that it
has
made a Nonrecoverable Advance or a Nonrecoverable Servicing Advance or that
any
proposed Advance or Servicing Advance, if made, would constitute a
Nonrecoverable Advance or Nonrecoverable Servicing Advance, respectively, shall
be evidenced by an Officers’ Certificate of the Servicer delivered to the
Depositor, the NIMS Insurer, the Credit Risk Manager, the Trust Administrator,
the Master Servicer and the Trustee. Furthermore, the Servicer shall not be
required to advance Relief Act Interest Shortfalls.
(e) In
the
event the Servicer fails to make any Advance required to be made by it pursuant
to this Section 4.03 and such failure is not remedied within the applicable
cure
period pursuant to Section 7.01(a), then, pursuant to Section 7.01(a), the
Servicer will be terminated and, in accordance with Sections 7.01(a) and 7.02,
the Master Servicer (in its capacity as successor servicer) or another successor
servicer shall be required to make such Advance on the Distribution Date with
respect to which the Servicer was required to make such Advance, subject to
the
Master Servicer’s (or other successor servicer’s) determination of
recoverability. The Master Servicer (or other successor servicer) shall not
be
required to make any Advance to cover any Relief Act Interest Shortfall on
any
Mortgage Loan. If the Master Servicer (or other successor servicer) is required
to make any Advances, such Advances may be made by it in the manner set forth
under (b) above.
| SECTION 4.04. |
Allocation
of Realized Losses.
|
(a) Prior
to
each Distribution Date, the Servicer shall determine as to each Mortgage Loan
and REO Property: (i) the total amount of Realized Losses, if any, incurred
in
connection with any Final Recovery Determinations made during the related
Prepayment Period; (ii) whether and the extent to which such Realized Losses
constituted Bankruptcy Losses; and (iii) the respective portions of such
Realized Losses allocable to interest and allocable to principal. Prior to
each
Distribution Date, the Servicer shall also determine as to each Mortgage Loan:
(A) the total amount of Realized Losses, if any, incurred in connection with
any
Deficient Valuations made during the related Prepayment Period; and (B) the
total amount of Realized Losses, if any, incurred in connection with Debt
Service Reductions in respect of Monthly Payments due during the related Due
Period. The information described in the two preceding sentences that is to
be
supplied by the Servicer shall be either included in the related Remittance
Report (in form and format reasonably required and mutually agreed upon by
the
Servicer and the Master Servicer) or evidenced by an Officers’ Certificate
delivered to the Trust Administrator by the Servicer prior to the Determination
Date immediately following the end of (x) in the case of Bankruptcy Losses
allocable to interest, the Due Period during which any such Realized Loss was
incurred, and (y) in the case of all other Realized Losses, the Prepayment
Period during which any such Realized Loss was incurred.
(b) All
Realized Losses on the Mortgage Loans shall be allocated by the Trust
Administrator on each Distribution Date as follows:
(i) to
Net
Monthly Excess Cashflow;
(ii) to
the
Class CE Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero;
(iii) to
the
Class M-11 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero;
(iv) to
the
Class M-10 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero;
(v) to
the
Class M-9 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero;
(vi) to
the
Class M-8 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero;
(vii) to
the
Class M-7 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero;
(viii) to
the
Class M-6 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero;
(ix) to
the
Class M-5 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero;
(x) to
the
Class M-4 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero;
(xi) to
the
Class M-3 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero;
(xii) to
the
Class M-2 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; and
(xiii) to
the
Class M-1 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero.
All
Realized Losses to be allocated to the Certificate Principal Balances of all
Classes on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided above. All references above
to
the Certificate Principal Balance of any Class of Certificates shall be to
the
Certificate Principal Balance of such Class immediately prior to the relevant
Distribution Date, before reduction thereof by any Realized Losses, in each
case
to be allocated to such Class of Certificates, on such Distribution
Date.
Any
allocation of Realized Losses to a Mezzanine Certificate on any Distribution
Date shall be made by reducing the Certificate Principal Balance thereof by
the
amount so allocated; any allocation of Realized Losses to a Class CE Certificate
shall be made by reducing the amount otherwise payable in respect thereof
pursuant to Section 4.01(a)(5)(iv). No allocations of any Realized Losses
shall be made to the Certificate Principal Balances of the Class A Certificates
or the Class P Certificates.
As
used
herein, an allocation of a Realized Loss on a “pro
rata
basis”
among two or more specified Classes of Certificates means an allocation on
a
pro
rata
basis,
among the various Classes so specified, to each such Class of Certificates
on
the basis of their then outstanding Certificate Principal Balances prior to
giving effect to distributions to be made on such Distribution Date. All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.
(c) With
respect to the REMIC I Regular Interests, all Realized Losses on the Mortgage
Loans shall be allocated by the Trust Administrator on each Distribution Date
first, to REMIC I Regular Interest I until the Uncertificated Balance has been
reduced to zero and then to REMIC I Regular Interest I-1-A through I-59-B,
starting with the lowest numerical denomination until the Uncertificated Balance
of each such REMIC I Regular Interest is reduced to zero, provided that, for
REMIC I Regular Interests with the same numerical denomination, such Realized
Losses shall be allocated pro rata between such REMIC I Regular
Interests.
(d) With
respect to the REMIC II Regular Interests, all Realized Losses on the Mortgage
Loans shall be allocated by the Trust Administrator on each Distribution Date
to
the following REMIC II Regular Interests in the specified percentages, as
follows: first, to Uncertificated Interest payable to the REMIC II Regular
Interest II-LTAA and REMIC II Regular Interest II-LTZZ up to an aggregate amount
equal to the REMIC II Interest Loss Allocation Amount, 98% and 2%, respectively;
second, to the Uncertificated Balances of the REMIC II Regular Interest II-LTAA
and REMIC II Regular Interest II-LTZZ up to an aggregate amount equal to the
REMIC II Principal Loss Allocation Amount, 98% and 2%, respectively; third,
to
the Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II
Regular Interest II-LTM11 and REMIC II Regular Interest II-LTZZ, 98%, 1% and
1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM11 has been reduced to zero; fourth, to the Uncertificated Balances of
REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM10 and REMIC
II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM10 has been reduced
to
zero; fifth, to the Uncertificated Balances of REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTM9 and REMIC II Regular Interest
II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of
REMIC
II Regular Interest II-LTM9 has been reduced to zero; sixth, to the
Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular
Interest II-LTM8 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM8 has been reduced to zero; seventh, to the Uncertificated Balances of
REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM7 and REMIC
II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM7 has been reduced
to
zero; eighth, to the Uncertificated Balances of REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTM6 and REMIC II Regular Interest
II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of
REMIC
II Regular Interest II-LTM6 has been reduced to zero; ninth, to the
Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular
Interest II-LTM5 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM5 has been reduced to zero; tenth, to the Uncertificated Balances of
REMIC
II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM4 and REMIC II
Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC II Regular Interest II-LTM4 has been reduced to zero; eleventh,
to the Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC
II
Regular Interest II-LTM3 and REMIC II Regular Interest II-LTZZ, 98%, 1% and
1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM3 has been reduced to zero; twelfth, to the Uncertificated Balances of
REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM2 and REMIC
II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM2 has been reduced
to
zero; and thirteenth, to the Uncertificated Balances of REMIC II Regular
Interest II-LTAA, REMIC II Regular Interest II-LTM1 and REMIC II Regular
Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC II Regular Interest II-LTM1 has been reduced to zero.
| SECTION 4.05. |
Compliance
with Withholding Requirements.
|
Notwithstanding
any other provision of this Agreement, the Trust Administrator shall comply
with
all federal withholding requirements respecting payments to Certificateholders
of interest or original issue discount that the Trust Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders shall
not be required for such withholding. In the event the Trust Administrator
does
withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trust Administrator shall indicate the amount withheld to
such
Certificateholders.
| SECTION 4.06. |
Exchange
Commission Filings; Additional
Information.
|
(a) (i)
Within 15 days after each Distribution Date (subject to permitted extensions
under the Exchange Act), the Trust Administrator shall, in accordance with
industry standards, prepare and file with the Commission via the Electronic
Data
Gathering and Retrieval System (“XXXXX”), a distribution report on Form 10-D,
signed by the Master Servicer, with a copy of the Monthly Statement to be
furnished by the Trust Administrator to the Certificateholders for such
Distribution Date attached thereto. Any disclosure in addition to the Monthly
Statement that is required to be included on Form 10-D (“Additional Form 10-D
Disclosure”) shall be reported by the parties set forth on Exhibit P to the
Depositor and the Trust Administrator and directed and approved by the Depositor
pursuant to the following paragraph, and the Trust Administrator will have
no
duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-D Disclosure, except as set forth in the next
paragraph.
(ii) As
set
forth on Exhibit P hereto, within 5 calendar days after the related Distribution
Date, (i) the parties described on Exhibit P shall be required to provide to
the
Trust Administrator and to the Depositor, to the extent known by a Responsible
Officer thereof, in XXXXX-compatible format, or in such other format as
otherwise agreed upon by the Trust Administrator and such party, the form and
substance of any Additional Form 10-D Disclosure, if applicable, together with
an Additional Disclosure Notification in the form of Exhibit Q hereto and (ii)
the Depositor will approve, as to form and substance, or disapprove, as the
case
may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.
The
Trust Administrator has no duty under this Agreement to monitor or enforce
the
performance by the other parties listed on Exhibit P of their duties under
this
paragraph or proactively solicit or procure from such other parties any
Additional Form 10-D Disclosure information. The Depositor will be responsible
for any reasonable fees and expenses assessed or incurred by the Trust
Administrator in connection with including any Additional Form 10-D Disclosure
on Form 10-D pursuant to this paragraph.
Form
10-D
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such
filing requirements for the past 90 days.” The Depositor hereby represents to
the Trust Administrator that the Depositor has filed all such required reports
during the preceding 12 months and that it has been subject to such filing
requirement for the past 90 days. The Depositor shall notify the Trust
Administrator in writing, no later than the fifth calendar day after the related
Distribution Date with respect to the filing of a report on Form 10-D, if the
answer to either question should be “no.” The Trust Administrator shall be
entitled to rely on such representations in preparing, executing and/or filing
any such report.
After
preparing the Form 10-D, the Trust Administrator shall forward electronically
a
copy of the Form 10-D to the Depositor (provided that such Form 10-D includes
any Additional Form 10-D Disclosure). Within two Business Days after receipt
of
such copy, but no later than the 12th
calendar
day after the Distribution Date, the Depositor shall notify the Trust
Administrator in writing (which may be furnished electronically) of any changes
to or approval of such Form 10-D. In the absence of receipt of any written
changes or approval, the Trust Administrator shall be entitled to assume that
such Form 10-D is in final form and the Trust Administrator may proceed with
the
process for execution and filing of the Form 10-D. A duly authorized
representative of the Master Servicer shall sign each Form 10-D. If a Form
10-D
cannot be filed on time or if a previously filed Form 10-D needs to be amended,
the Trust Administrator will follow the procedures set forth in Section
4.06(a)(vi). Promptly (but no later than one Business Day) after filing with
the
Commission, the Trust Administrator will make available on its internet website
a final executed copy of each Form 10-D filed by the Trust Administrator. Each
party to this Agreement acknowledges that the performance by each of the Master
Servicer and the Trust Administrator of its duties under this Section
4.06(a)(ii) related to the timely preparation, execution and filing of Form
10-D
is contingent upon such parties strictly observing all applicable deadlines
in
the performance of their duties under this Section 4.06(a)(ii). The Depositor
acknowledges that the performance by each of the Master Servicer and the Trust
Administrator of its respective duties under this Section 4.06(a)(ii) related
to
the preparation and execution of Form 10-D is also contingent upon the Servicer,
the Custodian and any Servicing Function Participant strictly observing
deadlines no later than those set forth in this paragraph or in the Custodial
Agreement, that are applicable to the parties to this Agreement or in the
Custodial Agreement in the delivery to the Trust Administrator of any necessary
Additional Form 10-D Disclosure. Neither the Master Servicer nor the Trust
Administrator shall have any liability for any loss, expense, damage or claim
arising out of or with respect to any failure to properly prepare or execute
and/or timely file such Form 10-D, where such failure results from the Trust
Administrator’s inability or failure to obtain or receive, on a timely basis,
any information from any other party hereto or any Servicing Function
Participant needed to prepare, arrange for execution or file such Form 10-D,
not
resulting from its own negligence, bad faith or willful misconduct.
Notwithstanding anything contained herein, the Trust Administrator shall
promptly notify the Depositor if a Form 10-D cannot be timely filed prior to
the
related filing deadline.
(iii) Within
four (4) Business Days after the occurrence of an event requiring disclosure
on
Form 8-K (each such event, a “Reportable Event”), and if requested by the
Depositor, the Trust Administrator shall prepare and file on behalf of the
Trust
a Form 8-K, as required by the Exchange Act, provided that the Depositor shall
file the initial Form 8-K in connection with the issuance of the Certificates.
Any disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K (other than the initial Form 8-K) (“Form 8-K
Disclosure Information”) shall be reported by the parties set forth on Exhibit P
and, pursuant to the following paragraph,directed and approved by the Depositor,
and the Trust Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Form 8-K Disclosure Information or Form
8-K, except as set forth in the next paragraph.
As
set
forth on Exhibit P hereto, for so long as the Trust is subject to the Exchange
Act reporting requirements, no later than close of business (New York City
time)
on the 2nd Business Day after the occurrence of a Reportable Event (i) the
parties set forth on Exhibit P shall be required pursuant to Section 4.06(a)(v)
below to provide to the Trust Administrator and the Depositor, to the extent
known by a Responsible Officer thereof, in XXXXX-compatible format, or in such
other format as otherwise agreed upon by the Trust Administrator, the Depositor
and such party, the form and substance of any Form 8-K Disclosure Information,
if applicable, together with an Additional Disclosure Notification and (ii)
the
Depositor will approve, as to form and substance, or disapprove, as the case
may
be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. The
Depositor will be responsible for any reasonable fees and expenses assessed
or
incurred by the Trust Administrator in connection with including any Form 8-K
Disclosure Information on Form 8-K pursuant to this Section.
After
preparing the Form 8-K, the Trust Administrator shall forward electronically
a
copy of the Form 8-K to the Depositor. Promptly, but no later than the close
of
business on the third Business Day after the Reportable Event, the Depositor
shall notify the Trust Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 8-K. In the absence
of receipt of any written changes or approval, the Trust Administrator shall
be
entitled to assume that such Form 8-K is in final form and the Trust
Administrator may proceed with the process for execution and filing of the
Form
8-K. A duly authorized representative of the Master Servicer shall sign each
Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form
8-K needs to be amended, the Trust Administrator will follow the procedures
set
forth in Section 4.06(a)(vi). Promptly (but no later than one Business Day)
after filing with the Commission, the Trust Administrator will make available
on
its internet website a final executed copy of each Form 8-K filed by the Trust
Administrator. The parties to this Agreement acknowledge that the performance
by
each of the Master Servicer and the Trust Administrator of its duties under
this
Section 4.06(a)(iii) related to the timely preparation, execution and filing
of
Form 8-K is contingent upon such parties strictly observing all applicable
deadlines in the performance of their duties under this Section 4.06(a)(iii).
The Depositor acknowledges that the performance by each of the Master Servicer
and the Trust Administrator of its duties under this Section 4.06(a)(iii)
related to the preparation, execution and filing of Form 8-K is also contingent
upon the Servicer, the Custodian (if a party to this Agreement) and any
Servicing Function Participant strictly observing deadlines no later than those
set forth in this paragraph (or as set forth in the Custodial Agreement with
respect to the Custodian) that are applicable to the parties to this Agreement
(or the Custodial Agreement) in the delivery to the Trust Administrator of
any
necessary Form 8-K Disclosure Information pursuant to any related servicing
agreement, the Custodial Agreement or any other applicable agreement. Neither
the Master Servicer nor the Trust Administrator shall have any liability for
any
loss, expense, damage or claim arising out of or with respect to any failure
to
properly prepare, execute or timely file such Form 8-K, where such failure
results from the Trust Administrator’s inability or failure to obtain or
receive, on a timely basis, any information from the Servicer, the Custodian
or
any Servicing Function Participant (other than any Servicing Function
Participant engaged by the Master Servicer or Trust Administrator) needed to
prepare, arrange for execution or file such Form 8-K, not resulting from its
own
negligence, bad faith or willful misconduct. Notwithstanding anything contained
herein, the Trust Administrator shall promptly notify the Depositor if a Form
8-K cannot be timely filed prior to the related filing deadline.
(iv)
On
or
prior to the 90th day after the end of each fiscal year of the Trust or such
earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”)
(it being understood that the fiscal year for the Trust ends on December 31st
of
each year), commencing in March 2007, the Trust Administrator shall prepare
and
file on behalf of the Trust a Form 10-K, in form and substance as required
by
the Exchange Act. Each such Form 10-K shall include the following items, in
each
case to the extent they have been delivered to the Trust Administrator within
the applicable time frames set forth in this Agreement:
(a) an
annual
compliance statement for the Servicer, the Master Servicer, the Trust
Administrator and any Servicing Function Participant engaged by such parties
(each, a “Reporting
Servicer”)
as
described under Section 3.20 of this Agreement, provided,
however,
that
the Trust Administrator, at its discretion, may omit from the Form 10-K any
annual compliance statement that is not required to be filed with such Form
10-K
pursuant to Regulation AB;
(b) (A)
the
annual reports on assessment of compliance with Servicing Criteria for each
Reporting Servicer, as described under Section 3.21 of this Agreement and (B)
if
each Reporting Servicer’s report on assessment of compliance with Servicing
Criteria identifies any material instance of noncompliance, disclosure
identifying such instance of noncompliance, or if each Reporting Servicer’s
report on assessment of compliance with Servicing Criteria is not included
as an
exhibit to such Form 10-K, disclosure that such report is not included and
an
explanation why such report is not included, provided,
however,
that
the Trust Administrator, at its discretion, may omit from the Form 10-K any
assessment of compliance or attestation report described in clause (c) below
that is not required to be filed with such Form 10-K pursuant to Regulation
AB;
(c) (A)
the
registered public accounting firm attestation report for each Reporting
Servicer, as described under Section 3.21 of this Agreement and (B) if any
registered public accounting firm attestation report identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation why such report is not included;
and
(d) a
Xxxxxxxx-Xxxxx Certification as described in this Section 4.06(a)(iv).
Any
disclosure or information in addition to (a) through (d) above that is required
to be included on Form 10-K (“Additional
Form 10-K Disclosure”)
shall
be reported by the parties set forth on Exhibit P to the Depositor and the
Trust
Administrator and directed and approved by the Depositor pursuant to the
following paragraph, and the Trust Administrator will have no duty or liability
for any failure hereunder to determine or prepare any Additional Form 10-K
Disclosure, except as set forth in the next paragraph.
As
set
forth on Exhibit P hereto, no later than March 15th
(with no
cure period) of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in 2007, (i) the parties described on Exhibit
P shall be required to provide to the Trust Administrator and to the Depositor,
to the extent known by a Responsible Officer thereof, in XXXXX-compatible
format, or in such other format as otherwise agreed upon by the Trust
Administrator and such party, the form and substance of any Additional Form
10-K
Disclosure, if applicable, together with an Additional Disclosure Notification,
and (ii) the Depositor will approve, as to form and substance, or disapprove,
as
the case may be, the inclusion of the Additional Form 10-K Disclosure on Form
10-K. The Trust Administrator has no duty under this Agreement to monitor or
enforce the performance by the other parties listed on Exhibit P of their duties
under this paragraph or proactively solicit or procure from such other parties
any Additional Form 10-K Disclosure information. The Depositor will be
responsible for any reasonable fees and expenses assessed or incurred by the
Trust Administrator in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.
Form
10-K
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such
filing requirements for the past 90 days.” The Depositor hereby represents to
the Trust Administrator that the Depositor has filed all such required reports
during the preceding 12 months and that it has been subject to such filing
requirement for the past 90 days. The Depositor shall notify the Trust
Administrator in writing, no later than March 15th with respect to the filing
of
a report on Form 10-K, if the answer to either question should be “no.” The
Trust Administrator shall be entitled to rely on such representations in
preparing, executing and/or filing any such report.
After
preparing the Form 10-K, the Trust Administrator shall forward electronically
a
copy of the Form 10-K to the Depositor. Within three Business Days after receipt
of such copy, but no later than March 25th, the Depositor shall notify the
Trust
Administrator in writing (which may be furnished electronically) of any changes
to or approval of such Form 10-K. In the absence of receipt of any written
changes or approval, the Trust Administrator shall be entitled to assume that
such Form 10-K is in final form, and the Trust Administrator may proceed with
the process for execution and filing of the Form 10-K. A senior officer of
the
Master Servicer in charge of the master servicing function shall sign the Form
10-K. If a Form 10-K cannot be filed on time or if a previously filed Form
10-K
needs to be amended, the Trust Administrator will follow the procedures set
forth in Section 4.06(a)(vi). Promptly (but no later than one Business Day)
after filing with the Commission, the Trust Administrator will make available
on
its internet website a final executed copy of each Form 10-K filed by the Trust
Administrator. The parties to this Agreement acknowledge that the performance
by
each of the Master Servicer and the Trust Administrator of its duties under
this
Section 4.04(a)(iv) related to the timely preparation, execution and filing
of
Form 10-K is contingent upon such parties strictly observing all applicable
deadlines in the performance of their duties under this Section 4.04(a)(iv),
Section 3.20 and Section 3.21. The Depositor acknowledges that the performance
by each of the Master Servicer and the Trust Administrator of its duties under
this Section 4.04(a)(iv) related to the timely preparation and execution of
Form
10-K is also contingent upon the Servicer, the Custodian and any Servicing
Function Participant strictly observing deadlines no later than those set forth
in this paragraph (or as set forth in the Custodial Agreement with respect
to
the Custodian) that are applicable to the parties to this Agreement (or the
Custodial Agreement) in the delivery to the Trust Administrator of any necessary
Additional Form 10-K Disclosure, any annual statement of compliance and any
assessment of compliance and attestation pursuant to the related Servicing
Agreement, the Custodial Agreement or any other applicable agreement. Neither
the Master Servicer nor the Trust Administrator shall have any liability for
any
loss, expense, damage or claim arising out of or with respect to any failure
to
properly prepare, execute and/or timely file such Form 10-K, where such failure
results from the Trust Administrator’s inability or failure to obtain or
receive, on a timely basis, any information from the Servicer, the Custodian
or
any Servicing Function Participant needed to prepare, arrange for execution
or
file such Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct. Notwithstanding anything contained herein, the Trust Administrator
shall promptly notify the Depositor if a Form 10-K cannot be timely filed prior
to the related filing deadline.
Each
Form
10-K shall include a Xxxxxxxx-Xxxxx Certification, substantially in the form
set
forth in Exhibit J-1 attached hereto, required to be included therewith pursuant
to the Xxxxxxxx-Xxxxx Act. The Servicer and the Trust Administrator shall
provide, and each such party shall cause any Servicing Function Participant
engaged by it to provide, to the Person who signs the Xxxxxxxx-Xxxxx
Certification (the “Certifying
Person”),
by
March 15th (with no cure period) of each year in which the Trust is subject
to
the reporting requirements of the Exchange Act and otherwise within a reasonable
period of time upon request, a certification (each, a “Back-Up
Certification”),
in
the form attached hereto as Exhibit J-2, upon which the Certifying Person,
the
entity for which the Certifying Person acts as an officer, and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person,
“Certification
Parties”)
can
reasonably rely. The senior officer of the Master Servicer in charge of the
master servicing function shall serve as the Certifying Person on behalf of
the
Trust. Such officer of the Certifying Person can be contacted by e-mail at
xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at 000-000-0000. In the
event any such party or any Servicing Function Participant engaged by such
party
is terminated or resigns pursuant to the terms of this Agreement, or any
applicable sub-servicing agreement, as the case may be, such party shall provide
a Back-Up Certification to the Certifying Person pursuant to this Section 4.06
(a)(iv) with respect to the period of time it was subject to this Agreement
or
any applicable sub-servicing agreement, as the case may be. Notwithstanding
the
foregoing, (i) the Master Servicer and the Trust Administrator shall not be
required to deliver a Back-Up Certification to each other if both are the same
Person and the Master Servicer is the Certifying Person and (ii) the Master
Servicer shall not be obligated to sign the Xxxxxxxx-Xxxxx Certification in
the
event that it does not receive any Back-Up Certification required to be
furnished to it pursuant to this section or any Servicing Agreement or any
other
agreement.
(v) With
respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
or any Form 8-K Disclosure Information (collectively, the “Additional
Disclosure”) relating to the Trust Fund, the Trust Administrator’s obligation to
include such Additional Information in the applicable Exchange Act report is
subject to its receipt of such information from the entity that is indicated
in
Exhibit P as the responsible party for providing such information, if other
than
the Trust Administrator, as and when required as described in Section
4.06(a)(ii) through (iv) above. Each of the Master Servicer, the Servicer and
Depositor hereby agree to notify and to provide, to the extent known, to the
Trust Administrator and the Depositor, all Additional Disclosure relating to
the
Trust Fund, with respect to which such party is the responsible party for
providing that information, as indicated in Exhibit P hereof. The Swap Provider
will be obligated pursuant to the Interest Rate Swap Agreement to provide to
the
Trust Administrator and the Depositor any information that may be required
to be
included in any Form 10-D, Form 8-K or Form 10-K. The Servicer shall be
responsible for determining the pool concentration applicable to any
Sub-Servicer at any time, for purposes of disclosure as required by Items 1108
and 1110 of Regulation AB.
(vi) On
or
prior to January 30 of the first year in which the Trust Administrator is able
to do so under applicable law, the Trust Administrator shall prepare and file
a
Form 15 Suspension Notification relating to the automatic suspension of
reporting in respect of the Trust under the Exchange Act.
In
the
event that the Trust Administrator is unable to timely file with the Commission
all or any required portion of any Form 8-K, Form 10-D or Form 10-K required
to
be filed pursuant to this Agreement because required disclosure information
was
either not delivered to it or was delivered to it after the delivery deadlines
set forth in this Agreement or for any other reason, the Trust Administrator
will promptly electronically notify the Depositor. In the case of Form 10-D
and
Form 10-K, the parties to this Agreement will cooperate to prepare and file
a
Form 12b-25 and a Form 10-D/A and Form 10-K/A as applicable, pursuant to Rule
12b-25 of the Exchange Act. In the case of Form 8-K, the Trust Administrator
will, upon receipt of all required Form 8-K Disclosure Information and upon
the
approval and direction of the Depositor, include such disclosure information
on
the next Form 10-D. In the event that any previously filed Form 8-K, Form 10-D
or Form 10-K needs to be amended in connection with any Additional Form 10-D
Disclosure (other than, in the case of Form 10-D, for the purpose of restating
any Monthly Statement), Additional Form 10-K Disclosure or Form 8-K Disclosure
Information, the Trust Administrator will electronically notify the Depositor
and such other parties to the transaction as are affected by such amendment,
and
such parties will cooperate to prepare any necessary Form 8-K/A, Form 10-D/A
or
Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D
or
Form 10-K shall be signed by a duly authorized representative, or senior officer
in charge of master servicing, as applicable, of the Master Servicer. The
parties to this Agreement acknowledge that the performance by each of the Master
Servicer and the Trust Administrator of its duties under this Section
4.06(a)(vi) related to the timely preparation, execution and filing of Form
15,
a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is contingent
upon each such party performing its duties under this Section. Neither the
Master Servicer nor the Trust Administrator shall have any liability for any
loss, expense, damage or claim arising out of or with respect to any failure
to
properly prepare, execute and/or timely file any such Form 15, Form 12b-25
or
any amendments to Form 8-K, Form 10-D or Form 10-K, where such failure results
from the Trust Administrator’s inability or failure to obtain or receive, on a
timely basis, any information from the Servicer, the Custodian or any Servicing
Function Participant needed to prepare, arrange for execution or file such
Form
15, Form 12b-25 or any amendments to Form 8-K, Form 10-D or Form 10-K, not
resulting from its own negligence, bad faith or willful misconduct.
The
Depositor agrees to promptly furnish to the Trust Administrator, from time
to
time upon request, such further information, reports and financial statements
within its control related to this Agreement, and the Mortgage Loans as the
Trust Administrator reasonably deems appropriate to prepare and file all
necessary reports with the Commission. The Trust Administrator shall have no
responsibility to file any items other than those specified in this Section
4.06; provided, however, the Trust Administrator will cooperate with the
Depositor in connection with any additional filings with respect to the Trust
Fund as the Depositor deems necessary under the Exchange Act. Fees and expenses
incurred by the Trust Administrator in connection with this Section 4.06 shall
not be reimbursable from the Trust Fund.
(b) The
Trust
Administrator shall indemnify and hold harmless the Depositor and its officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon (i) a breach of the
Trust Administrator’s obligations under this Section 4.06 or the Trust
Administrator’s negligence, bad faith or willful misconduct in connection
therewith or (ii) any material misstatement or omission in the Annual Statement
of Compliance and the Assessment of Compliance delivered by the Trust
Administrator pursuant to Section 3.20 and Section 3.21.
The
Depositor shall indemnify and hold harmless the Trust Administrator and the
Master Servicer and their respective officers, directors and affiliates from
and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the obligations of the Depositor under
this Section 4.06 or the Depositor’s negligence, bad faith or willful misconduct
in connection therewith.
The
Master Servicer shall indemnify and hold harmless the Trust Administrator and
the Depositor and their respective officers, directors and affiliates from
and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon (i) a breach of the obligations of the Master
Servicer under this Section 4.06 or the Master Servicer’s negligence, bad faith
or willful misconduct in connection therewith or (ii) any material misstatement
or omission in the Statement as to Compliance delivered by the Master Servicer
pursuant to Section 3.20 or the Assessment of Compliance delivered by the Master
Servicer pursuant to Section 3.21.
The
Servicer shall indemnify and hold harmless the Master Servicer, Trust
Administrator and the Depositor and their respective officers, directors and
affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other
costs
and expenses arising out of or based upon (i) a breach of the obligations of
the
Servicer under this Section 4.06 and (ii) any material misstatement or omission
in the Annual Statement of Compliance delivered by the Servicer pursuant to
Section 3.20 or the Assessment of Compliance delivered by the Servicer pursuant
to Section 3.21.
Notwithstanding
the provisions set forth in this Agreement, the Servicer shall not be obligated
to provide any indemnification or reimbursement hereunder to any other party
for
any losses, damages, penalties, fines, forfeitures, legal fees and expenses
and
related costs, judgments, and any other costs, fees and expenses that any of
them may sustain which are indirect, consequential, punitive or special in
nature.
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Depositor, the Master Servicer or the Trust Administrator, as
applicable, then the defaulting party, in connection with a breach of its
respective obligations under this Section 4.06 or its respective negligence,
bad
faith or willful misconduct in connection therewith, agrees that it shall
contribute to the amount paid or payable by the other parties as a result of
the
losses, claims, damages or liabilities of the other party in such proportion
as
is appropriate to reflect the relative fault and the relative benefit of the
respective parties.
(c) Nothing
shall be construed from the foregoing subsections (a) and (b) to require the
Trust Administrator or any officer, director or Affiliate thereof to sign any
Form 10-K or any certification contained therein. Furthermore, the inability
of
the Trust Administrator to file a Form 10-K as a result of the lack of required
information as set forth in Section 4.06(a) or required signatures on such
Form
10-K or any certification contained therein shall not be regarded as a breach
by
the Trust Administrator of any obligation under this Agreement.
(d) Notwithstanding
the provisions of Section 11.01, this Section 4.06 may be amended without the
consent of the Certificateholders.
| SECTION 4.07. |
Net
WAC Rate Carryover Reserve Account.
|
No
later
than the Closing Date, the Trust Administrator shall establish and maintain
with
itself a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as
Trust Administrator, in trust for the registered holders of MASTR Asset Backed
Securities Trust 2006-AM3, Mortgage Pass-Through Certificates, Series
2006-AM3—Net WAC Rate Carryover Reserve Account.” All amounts deposited in the
Net WAC Rate Carryover Reserve Account shall be distributed to the Holders
of
the Class A Certificates and/or the Mezzanine Certificates in the manner set
forth in Section 4.01.
On
each
Distribution Date as to which there is a Net WAC Rate Carryover Amount payable
to the Class A Certificates and/or the Mezzanine Certificates, the Trust
Administrator has been directed by the Class CE Certificateholders to, and
therefore will, deposit into the Net WAC Rate Carryover Reserve Account the
amounts described in Section 4.01(e)(v), rather than distributing such
amounts to the Class CE Certificateholders. On each such Distribution Date,
the
Trust Administrator shall hold all such amounts for the benefit of the Holders
of the Class A Certificates and the Mezzanine Certificates, and will distribute
such amounts to the Holders of the Class A Certificates and/or the Mezzanine
Certificates in the amounts and priorities set forth in
Section 4.01(a).
It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be
disregarded as an entity separate from the Holder of the Class CE Certificates
unless and until the date when either (a) there is more than one Class CE
Certificateholder or (b) any Class of Certificates in addition to the Class
CE
Certificates is recharacterized as an equity interest in the Net WAC Rate
Carryover Reserve Account for federal income tax purposes, in which case it
is
the intention of the parties hereto that, for federal and state income and
state
and local franchise tax purposes, the Supplemental Interest Trust be treated
as
a grantor trust. All
amounts deposited into the Net WAC Rate Carryover Reserve Account shall be
treated as amounts distributed by REMIC III to the Holder of the Class CE
Interest and by REMIC IV to the Holder of the Class CE Certificates. The Net
WAC
Rate Carryover Reserve Account will be an “outside reserve fund” within the
meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of
the
Trust, or the payment in full of the Class A and the Mezzanine Certificates,
all
amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account
will
be released by the Trust and distributed to the Seller or its designee. The
Net
WAC Rate Carryover Reserve Account will be part of the Trust but not part of
any
REMIC and any payments to the Holders of the Class A and the Mezzanine
Certificates of Net WAC Rate Carryover Amounts will not be payments with respect
to a “regular interest” in a REMIC within the meaning of Code Section
860(G)(a)(1).
By
accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees
to direct the Trust Administrator, and the Trust Administrator hereby is
directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts
described above on each Distribution Date as to which there is any Net WAC
Rate
Carryover Amount rather than distributing such amounts to the Class CE
Certificateholders. By accepting a Class CE Certificate, each Class CE
Certificateholder further agrees that such direction is given for good and
valuable consideration, the receipt and sufficiency of which is acknowledged
by
such acceptance. Amounts on deposit in the Net WAC Rate Carryover Reserve
Account shall remain uninvested.
| SECTION 4.08. |
Swap
Account.
|
(a) On
the
Closing Date, there is hereby established a separate trust (the “Supplemental
Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate
Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental
Interest Trust shall be maintained by the Supplemental
Interest Trust Trustee.
No
later than the Closing Date, the Supplemental Interest Trust Trustee shall
establish and maintain with itself a separate, segregated trust account titled,
“Xxxxx Fargo Bank, N.A. as Supplemental Interest Trust Trustee, in trust for
the
registered holders of MASTR Asset Backed Securities Trust 2006-AM3, Mortgage
Pass-Through Certificates, Series 2006-AM3—Swap Account.” Such account shall be
an Eligible Account and funds on deposit therein shall be held separate and
apart from, and shall not be commingled with, any other moneys, including,
without limitation, other moneys of the Supplemental Interest Trust Trustee
held
pursuant to this Agreement. Amounts therein shall be held
uninvested.
(b) On
each
Distribution Date, prior to any distribution to any Certificate, the
Supplemental Interest Trust Trustee shall deposit into the Swap Account: (i)
the
amount of any Net Swap Payment or Swap Termination Payment (other than any
Swap
Termination Payment resulting from a Swap Provider Trigger Event) owed to the
Swap Provider (after taking into account any upfront payment received from
the
counterparty to a replacement interest rate swap agreement) from funds collected
and received with respect to the Mortgage Loans prior to the determination
of
Available Funds and (ii) amounts received by the Supplemental Interest Trust
Trustee from the Swap Provider, for distribution pursuant to the Swap
Administration Agreement, dated as of the Closing Date (the “Swap Administration
Agreement”), among Xxxxx Fargo Bank, N.A. in its capacity as Supplemental
Interest Trust Trustee, Xxxxx Fargo Bank, N.A. in its capacity as Swap
Administrator, Xxxxx Fargo Bank, N.A. in its capacity as Trust Administrator
and
the Seller.
(c) The
Supplemental Interest Trust will be an “outside reserve fund” within the meaning
of Treasury Regulation Section 1.860G-2(h). It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Supplemental Interest Trust be disregarded
as
an entity separate from the Holder of the Class CE Certificates unless and
until
the date when either (a) there is more than one Class CE Certificateholder
or
(b) any Class of Certificates in addition to the Class CE Certificates is
recharacterized as an equity interest in the Supplemental Interest Trust for
federal income tax purposes, in which case it is the intention of the parties
hereto that, for federal and state income and state and local franchise tax
purposes, the Supplemental Interest Trust be treated as a grantor
trust.
(d) To
the
extent that the Supplemental Interest Trust is determined to be a separate
legal
entity from the Supplemental Interest Trust Trustee, any obligation of the
Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
shall
be deemed to be an obligation of the Supplemental Interest Trust.
(e) The
Trust
Administrator shall treat the Holders of Certificates (other than the Class
P,
Class CE, Class R and Class R-X Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class CE Certificates.
Pursuant to each such notional principal contract, all Holders of Certificates
(other than the Class P, Class CE, Class R and Class R-X Certificates) shall
be
treated as having agreed to pay, on each Distribution Date, to the Holder of
the
Class CE Certificates an aggregate amount equal to the excess, if any, of (i)
the amount payable on such Distribution Date on the REMIC III Regular Interest
corresponding to such Class of Certificates over (ii) the amount payable on
such
Class of Certificates on such Distribution Date (such excess, a “Class IO
Distribution Amount”). A Class IO Distribution Amount payable from interest
collections shall be allocated pro
rata
among
such Certificates based on the excess of (a) the amount of interest otherwise
payable to such Certificates over (ii) the amount of interest payable to such
Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and
a
Class IO Distribution Amount payable from principal collections shall be
allocated to the most subordinate Class of Certificates with an outstanding
principal balance to the extent of such balance. In addition, pursuant to such
notional principal contract, the Holder of the Class CE Certificates shall
be
treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders
of
the Certificates (other than the Class CE, Class P, Class R and Class R-X
Certificates) in accordance with the terms of this Agreement. Any payments
to
the Certificates from amounts deemed received in respect of this notional
principal contract shall not be payments with respect to a Regular Interest
in a
REMIC within the meaning of Code Section 860G(a)(1). However, any payment from
the Certificates (other than the Class CE, Class P, Class R and Class R-X
Certificates) of a Class IO Distribution Amount shall be treated for tax
purposes as having been received by the Holders of such Certificates in respect
of their interests in REMIC III and as having been paid by such Holders to
the
Trust Administrator pursuant to the notional principal contract. Thus, each
Certificate (other than the Class P, Class R and Class R-X Certificates) shall
be treated as representing not only ownership of Regular Interests in REMIC
III
or REMIC IV, but also ownership of an interest in, and obligations with respect
to, a notional principal contract.
(f) In
the
event that the Swap Provider fails to perform any of its obligations under
the
Interest Rate Swap Agreement (including, without limitation, its obligation
to
make any payment or transfer collateral), or breaches any of its representations
and warranties thereunder, or in the event that an Event of Default, Termination
Event, or Additional Termination Event (each as defined in the Interest Rate
Swap Agreement) occurs with respect to the Interest Rate Swap Agreement, the
Supplemental Interest Trust Trustee shall immediately, but no later than the
next Business Day following such failure or breach, notify the Depositor and
send any notices and make any demands, on behalf of the Supplemental Interest
Trust, in accordance with the Interest Rate Swap Agreement.
In
the
event that the Swap Provider's obligations are guaranteed at any time by a
third
party under a guaranty relating to the Interest Rate Swap Agreement (such
guaranty the "Guaranty" and such third party the "Guarantor"), then to the
extent that the Swap Provider fails to make any payment required under terms
of
the Interest Rate Swap Agreement, the Supplemental Interest Trust Trustee shall
immediately demand that the Guarantor make any and all payments then required
to
be made by the Guarantor pursuant to such Guaranty.
In
the
event that the Interest Rate Swap Agreement includes at any time a Credit
Support Annex or other credit support document and the Swap Provider requires
notice to be provided to it prior to posting collateral pursuant to such credit
support document, the Supplemental Interest Trust Trustee (to the extent it
has
actual knowledge) shall deliver such notice immediately upon the occurrence
of
any event which would require the posting of collateral by the Swap Provider.
Upon
any
failure by the Swap Provider to post collateral with the Supplemental Interest
Trust Trustee as required under any Credit Support Annex or other credit support
document, the Supplemental Interest Trust Trustee (to the extent it has actual
knowledge) shall provide to the Interest Rate Swap Provider, no later than
the
next Business Day after the date such collateral was required to be posted,
a
written notice of such failure.
(g) The
Supplemental Interest Trust Trustee shall cause any replacement swap provider
to
provide a copy of the related replacement interest rate swap agreement to the
Depositor.
| SECTION 4.09. |
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
For
federal income tax purposes, each holder of a Class A or Mezzanine Certificate
is deemed to own an undivided beneficial ownership interest in a REMIC regular
interest and the right to receive payments from either the Net WAC Rate
Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate
Carryover Amount or the obligation to make payments to the Swap Account. For
federal income tax purposes, the Trust Administrator will account for payments
to each Class A and Mezzanine Certificates as follows: each Class A and
Mezzanine Certificate will be treated as receiving their entire payment from
REMIC III (regardless of any Swap Termination Payment or obligation under the
Interest Rate Swap Agreement) and subsequently paying their portion of any
Swap
Termination Payments in respect of each such Class’ obligation under the
Interest Rate Swap Agreement. In the event that any such Class is resecuritized
in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any
such Swap Termination Payment (or any shortfall in Swap Provider Fee), will
be
made by one or more of the REMIC Regular Interests issued by the
resecuritization REMIC subsequent to such REMIC Regular Interest receiving
its
full payment from any such Class A or Mezzanine Certificate.
The
REMIC
regular interest corresponding to a Class A or Mezzanine Certificate will be
entitled to receive interest and principal payments at the times and in the
amounts equal to those made on the certificate to which it corresponds, except
that (i) the maximum interest rate of that REMIC regular interest will equal
the
Net WAC Pass-Through Rate computed for this purpose by limiting the Swap
Notional Amount of the Interest Rate Swap Agreement (multiplied by 250) to
the
aggregate Stated Principal Balance of the Mortgage Loans and (ii) any Swap
Termination Payment will be treated as being payable solely from Net Monthly
Excess Cashflow. As a result of the foregoing, the amount of distributions
and
taxable income on the REMIC regular interest corresponding to a Class A or
Mezzanine Certificate may exceed the actual amount of distributions on the
Class
A or Mezzanine Certificate.
| SECTION 4.10. |
Cap
Account.
|
(a) No
later
than the Closing Date, the Trust Administrator shall establish and maintain
with
itself, a separate, segregated trust account titled, “Xxxxx Fargo Bank, N.A. as
Supplemental Interest Trust Trustee, in trust for the registered holders of
MASTR Asset Backed Securities Trust 2006-AM3, Mortgage Pass-Through
Certificates, Series 2006-AM3—Cap Account.” Such account shall be an Eligible
Account and amounts therein shall be held uninvested.
(b) On
each
Distribution Date, prior to any distribution to any Certificate, the Trust
Administrator shall deposit into the Cap Account amounts received by the Trust
Administrator under the Cap Contract for distribution in accordance with Section
4.01(h) above.
(c) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Cap Account be disregarded as an entity
separate from the Holder of the Class CE Certificates unless and until the
date
when either (a) there is more than one Class CE Certificateholder or (b) any
Class of Certificates in addition to the Class CE Certificates is
recharacterized as an equity interest in the Cap Account for federal income
tax
purposes, in which case it is the intention of the parties hereto that, for
federal and state income and state and local franchise tax purposes, the Cap
Account be treated as a grantor trust. The
Cap
Account will be an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h). Upon the termination of the Trust Fund, or
the
payment in full of the Class A Certificates and the Mezzanine Certificates,
all
amounts remaining on deposit in the Cap Account shall be released by the Trust
Fund and distributed to the Class CE Certificateholders or their designees.
The
Cap Account shall be part of the Trust Fund but not part of any Trust REMIC
and
any payments to the Holders of the Floating Rate Certificates of Net WAC Rate
Carryover Amounts will not be payments with respect to a “regular interest” in a
REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By
accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees
to direct the Trust Administrator, and the Trust Administrator is hereby
directed, to deposit into the Cap Account the amounts described above on each
Distribution Date.
(e) For
federal income tax purposes, the Depositor shall provide the Trust
Administrator, no later than January 1, 2007, the value of the right of the
Class A and Mezzanine Certificates to receive Net WAC Rate Carryover Amounts
from the Net WAC Rate Carryover Reserve Account and the Swap
Account.
(f) Upon
a
Cap Contract early termination other than in connection with the optional
termination of the Trust Fund pursuant to Section 9.01, the Trust Administrator
will notify the Depositor, the Depositor shall suggest a successor cap provider
and to the extent that such successor cap provider is reasonably acceptable
to
the Trust Administrator, the Trust Administrator will use reasonable efforts
to
appoint such successor cap provider. The Trust Administrator will apply any
Cap
Contract termination payment received from the original cap provider in
connection with such Cap Contract early termination to the upfront payment
required to appoint the successor cap provider. If the Trust Administrator
is
unable to appoint a successor cap provider within 30 days of the Cap Contract
early termination, then the Trust Administrator will deposit any Cap Contract
termination payment received from the original cap provider into a separate,
non-interest bearing reserve account and will, on each subsequent Distribution
Date, withdraw from the amount then remaining on deposit in such reserve account
an amount equal to the payment, if any, that would have been paid to the Trust
Administrator by the original cap provider calculated in accordance with the
terms of the original Cap Contract, and distribute such amount in accordance
with the terms of this Agreement.
ARTICLE
V
THE
CERTIFICATES
| SECTION 5.01. |
The
Certificates.
|
(a) The
Certificates in the aggregate will represent the entire beneficial ownership
interest in the Mortgage Loans and all other assets included in REMIC
I.
The
Certificates will be substantially in the forms annexed hereto as Exhibits
A-1
through A-20. The Certificates of each Class will be issuable in registered
form
only, in denominations of authorized Percentage Interests as described in the
definition thereof. Each Certificate will share ratably in all rights of the
related Class.
Upon
original issue, the Certificates shall be executed by the Trust Administrator
and authenticated and delivered by the Trust Administrator to or upon the order
of the Depositor. The Certificates shall be executed by manual or facsimile
signature on behalf of the Trust Administrator by an authorized signatory.
Certificates bearing the manual or facsimile signatures of individuals who
were
at any time the proper officers of the Trust Administrator shall bind the Trust
Administrator notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificates.
No
Certificate shall be entitled to any benefit under this Agreement or be valid
for any purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided herein executed by the Trust
Administrator by manual signature, and such certificate of authentication shall
be conclusive evidence, and the only evidence, that such Certificate has been
duly authenticated and delivered hereunder. All Certificates shall be dated
the
date of their authentication.
(b) The
Class
A Certificates and the Mezzanine Certificates shall initially be issued as
one
or more Certificates held by the Book-Entry Custodian or, if appointed to hold
such Certificates as provided below, the Depository and registered in the name
of the Depository or its nominee and, except as provided below, registration
of
such Certificates may not be transferred by the Trust Administrator except
to
another Depository that agrees to hold such Certificates for the respective
Certificate Owners with Ownership Interests therein. The Certificate Owners
shall hold their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository and, except as provided
below, shall not be entitled to definitive, fully registered Certificates
(“Definitive Certificates”) in respect of such Ownership Interests. All
transfers by Certificate Owners of their respective Ownership Interests in
the
Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall only transfer the Ownership
Interests in the Book-Entry Certificates of Certificate Owners it represents
or
of brokerage firms for which it acts as agent in accordance with the
Depository’s normal procedures. The Trust Administrator is hereby initially
appointed as the Book-Entry Custodian and hereby agrees to act as such in
accordance herewith and in accordance with the agreement that it has with the
Depository authorizing it to act as such. The Book-Entry Custodian may, and,
if
it is no longer qualified to act as such, the Book-Entry Custodian shall,
appoint, by a written instrument delivered to the Depositor, the Master Servicer
and the Trust Administrator, any other transfer agent (including the Depository
or any successor Depository) to act as Book-Entry Custodian under such
conditions as the predecessor Book-Entry Custodian and the Depository or any
successor Depository may prescribe, provided that the predecessor Book-Entry
Custodian shall not be relieved of any of its duties or responsibilities by
reason of any such appointment of other than the Depository. If the Trust
Administrator resigns or is removed in accordance with the terms hereof, the
successor trust administrator or, if it so elects, the Depository shall
immediately succeed to its predecessor’s duties as Book-Entry Custodian. The
Depositor shall have the right to inspect, and to obtain copies of, any
Certificates held as Book-Entry Certificates by the Book-Entry
Custodian.
The
Trustee, the Trust Administrator, the Master Servicer and the Depositor may
for
all purposes (including the making of payments due on the Book-Entry
Certificates) deal with the Depository as the authorized representative of
the
Certificate Owners with respect to the Book-Entry Certificates for the purposes
of exercising the rights of Certificateholders hereunder. The rights of
Certificate Owners with respect to the Book-Entry Certificates shall be limited
to those established by law and agreements between such Certificate Owners
and
the Depository Participants and brokerage firms representing such Certificate
Owners. Multiple requests and directions from, and votes of, the Depository
as
Holder of the Book-Entry Certificates with respect to any particular matter
shall not be deemed inconsistent if they are made with respect to different
Certificate Owners. The Trust Administrator may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record
date.
If
(i)(A)
the Depositor advises the Trust Administrator in writing that the Depository
is
no longer willing or able to properly discharge its responsibilities as
Depository, and (B) the Depositor is unable to locate a qualified successor
or
(ii) after the occurrence of a Servicer Event of Default or a Master Servicer
Event of Default, Certificate Owners representing in the aggregate not less
than
51% of the Ownership Interests of the Book-Entry Certificates advise the Trust
Administrator through the Depository, in writing, that the continuation of
a
book-entry system through the Depository is no longer in the best interests
of
the Certificate Owners, the Trust Administrator shall notify all Certificate
Owners, through the Depository, of the occurrence of any such event and of
the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trust Administrator of the Book-Entry Certificates
by the Book-Entry Custodian or the Depository, as applicable, accompanied by
registration instructions from the Depository for registration of transfer,
the
Trust Administrator shall cause the Definitive Certificates to be issued. Such
Definitive Certificates will be issued in minimum denominations of $25,000,
except that any beneficial ownership that was represented by a Book-Entry
Certificate in an amount less than $25,000 immediately prior to the issuance
of
a Definitive Certificate shall be issued in a minimum denomination equal to
the
amount represented by such Book-Entry Certificate. None of the Depositor, the
Master Servicer, the Servicer, the Trustee or the Trust Administrator shall
be
liable for any delay in the delivery of such instructions and may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Certificates all references herein to obligations imposed
upon or to be performed by the Depository shall be deemed to be imposed upon
and
performed by the Trust Administrator, to the extent applicable with respect
to
such Definitive Certificates, and the Trustee and the Trust Administrator shall
recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
| SECTION 5.02. |
Registration
of Transfer and Exchange of
Certificates.
|
(a) The
Trust
Administrator shall cause to be kept at one of the offices or agencies to be
appointed by the Trust Administrator in accordance with the provisions of
Section 8.11, a Certificate Register for the Certificates in which, subject
to such reasonable regulations as it may prescribe, the Trustee shall provide
for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided.
(b) No
transfer of any Class A-4 Certificate, Private Mezzanine Certificate, Class
CE
Certificate, Class P Certificate or Residual Certificate (collectively, the
“Private Certificates”) shall be made unless that transfer is made pursuant to
an effective registration statement under the Securities Act of 1933, as amended
(the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
a Private Certificate is to be made without registration or qualification (other
than in connection with (i) the initial transfer of any such Certificate by
the
Depositor to an Affiliate of the Depositor or,
in
the case of the Class R-X Certificates, the first transfer by an Affiliate
of
the Depositor or the first transfer by the initial transferee of an Affiliate
of
the Depositor,
(ii)
the transfer of any such Class CE, Class P or Residual Certificate to the issuer
under the Indenture or the indenture trustee under the Indenture or (iii) a
transfer of any such Certificate from the issuer under the Indenture or the
indenture trustee under the Indenture to the Depositor or an Affiliate of the
Depositor), the Trustee and the Certificate Registrar shall each require receipt
of: (i) if such transfer is purportedly being made in reliance upon Rule 144A
under the 1933 Act, written certifications from the Certificateholder desiring
to effect the transfer and from such Certificateholder’s prospective transferee,
substantially in the forms attached hereto as Exhibit F-1; and (ii) in all
other
cases, an Opinion of Counsel satisfactory to it that such transfer may be made
without such registration (which Opinion of Counsel shall not be an expense
of
the Depositor, the Trustee, the Trust Administrator, the Master Servicer in
its
capacity as such, the Servicer, any Sub-Servicer or the Trust Fund), together
with copies of the written certification(s) of the Certificateholder desiring
to
effect the transfer and/or such Certificateholder’s prospective transferee upon
which such Opinion of Counsel is based, if any. None of the Depositor, the
Master Servicer, the Servicer, the Trust Administrator, the Certificate
Registrar or the Trustee is obligated to register or qualify the Private
Certificates under the 1933 Act or any other securities laws or to take any
action not otherwise required under this Agreement to permit the transfer of
such Certificates without registration or qualification.
Any
Certificateholder desiring to effect the transfer of any such Certificate shall,
and does hereby agree to, indemnify the Trustee, the Trust Administrator, the
Depositor and the Master Servicer against any liability that may result if
the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
In
addition, no transfer of any Class CE Certificate shall be made unless the
transferee of such Class CE Certificate provides to the Trust Administrator
the
appropriate tax certification form (i.e., IRS Form W-9 or IRS Form W-8BEN,
W-8IMY, or W-8ECI, as applicable (or
any
successor thereto))
as a
condition to such transfer and agrees to update
such forms (i) upon expiration of any such form, (ii) as required under then
applicable U.S. Treasury Regulations and (iii) promptly upon learning that
any
IRS Form W-9
or
IRS Form W-8BEN, W-8IMY, or W-8ECI, as applicable
(or any
successor thereto), has become obsolete or incorrect. Upon
receipt of any such tax certification form from a transferee of any Class CE
Certificate, the Trust Administrator shall provide a copy of such tax
certification form to the Supplemental Interest Trust Trustee. The Supplemental
Interest Trust Trustee shall provide a copy of any such tax certification form
to the Swap Provider.
(c) No
transfer of a Class CE, Class P or Residual Certificate or any interest therein
shall be made to any Plan, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person acquiring such Certificates with “Plan Assets” of
a Plan within the meaning of the Department of Labor regulation promulgated
at
29 C. F. R. § 2510.3-101 (“Plan Assets”), as certified by such transferee in the
form of Exhibit G, unless the Trust Administrator is provided with an Opinion
of
Counsel for the benefit of the Trustee, the Trust Administrator, the Depositor,
the Master Servicer and the Servicer and on which they may rely which
establishes to the satisfaction of the Depositor, the Trustee, the Trust
Administrator, the Servicer and the Master Servicer that the purchase of such
Certificates is permissible under applicable law, will not constitute or result
in any prohibited transaction under ERISA or Section 4975 of the Code and
will not subject the Depositor, the Master Servicer, the Servicer, the NIMS
Insurer, the Trust Administrator, the Trustee or the Trust Fund to any
obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the Depositor,
the Master Servicer, the Servicer, the Trust Administrator, the Trustee or
the
Trust Fund. Neither an Opinion of Counsel nor any certification will be required
in connection with the (i) the initial transfer of any Class CE, Class P or
Residual Certificate by the Depositor to an Affiliate of the Depositor, (ii)
the
transfer of any Class CE, Class P or Residual Certificate to the issuer under
the Indenture or the indenture trustee under the Indenture or (iii) a transfer
of any Class CE, Class P or Residual Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or
an
Affiliate of the Depositor (in which case, the Transferee thereof shall have
deemed to have represented that it is not a Plan or a Person investing Plan
Assets) and the Trust Administrator shall be entitled to conclusively rely
upon
a representation (which, upon the request of the Trust Administrator, shall
be a
written representation) from the Transferor of the status of such transferee
as
an affiliate of the Depositor.
Any
transferee of a Class A Certificate or Mezzanine Certificate acquired prior
to
the termination of the Supplemental Interest Trust shall be deemed to represent
that either (i) it is not a Plan or purchasing with assets of a Plan or (ii)(A)
such Plan is an accredited investor within the meaning of the Exemption and
(B)
such acquisition or holding is eligible for the exemptive relief available under
Department of Labor Prohibited Transaction Class Exemption (“PTE”) 84-14, XXX
00-00, XXX 00-0, XXX 95-60 or PTE 96-23.
Subsequent
to the termination of the Supplemental Interest Trust, each beneficial owner
of
a Class A-4 Certificate or a Mezzanine Certificate or any interest therein
shall
be deemed to have represented, by virtue of its acquisition or holding of that
certificate or interest therein, that either (i) it is not a Plan or investing
with “Plan Assets,” (ii) it has acquired and is holding such Certificate in
reliance on the Exemption, and that it understands that there are certain
conditions to the availability of the Exemption, including that the Certificate
must be rated, at the time of purchase not lower than “BBB-” (or its equivalent)
by S&P, Xxxxx’x or Fitch, in the case of a Class A-4, Class M-7, Class M-10
or Class M-11 Certificate and that it is an “accredited investor” as defined in
Rule 501(a)(1) of Regulation D issued under the Securities Act and will obtain
a
representation from any transferee that such transferee is an accredited
investor so long as it is required to obtain as representation regarding
compliance with the Securities Act or (iii)(1) it is an insurance company,
(2)
the source of funds used to acquire or hold the certificate or interest therein
is an “insurance company general account,” as such term is defined in PTE 95-60,
and (3) the conditions in Sections I and III of PTE 95-60 have been
satisfied.
If
any
Certificate or any interest therein is acquired or held in violation of the
provisions of the preceding three paragraphs, the next preceding permitted
beneficial owner will be treated as the beneficial owner of that Certificate
retroactive to the date of transfer to the purported beneficial owner. Any
purported beneficial owner whose acquisition or holding of any such Certificate
or interest therein was effected in violation of the provisions of the preceding
two paragraphs shall indemnify and hold harmless the Depositor, the Master
Servicer, the Servicer, the NIMS Insurer, the Trust Administrator, the Trustee
and the Trust Fund from and against any and all liabilities, claims, costs
or
expenses incurred by those parties as a result of that acquisition or
holding.
(d) (i)
Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions and to have irrevocably
authorized the Trust Administrator or its designee under clause (iii)(A) below
to deliver payments to a Person other than such Person and to negotiate the
terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of Transfer and to do all other things necessary in connection
with
any such sale. The rights of each Person acquiring any Ownership Interest in
a
Residual Certificate are expressly subject to the following
provisions:
(A)
Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Trust
Administrator of any change or impending change in its status as a Permitted
Transferee.
(B)
In
connection with any proposed Transfer of any Ownership Interest in a Residual
Certificate, the Trust Administrator shall require delivery to it, and shall
not
register the Transfer of any Residual Certificate until its receipt of, an
affidavit and agreement (a “Transfer Affidavit and Agreement,” in the form
attached hereto as Exhibit F-2) from the proposed Transferee, in form and
substance satisfactory to the Trust Administrator, representing and warranting,
among other things, that such Transferee is a Permitted Transferee, that it
is
not acquiring its Ownership Interest in the Residual Certificate that is the
subject of the proposed Transfer as a nominee, trustee or agent for any Person
that is not a Permitted Transferee, that for so long as it retains its Ownership
Interest in a Residual Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of this Section 5.02(d)
and agrees to be bound by them.
(C)
Notwithstanding
the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
under clause (B) above, if a Responsible Officer of the Trust Administrator
who
is assigned to this transaction has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
in a Residual Certificate to such proposed Transferee shall be
effected.
(D)
Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (x) to require a Transfer Affidavit and Agreement in the form
attached hereto as Exhibit F-2 from any other Person to whom such Person
attempts to transfer its Ownership Interest in a Residual Certificate and (y)
not to transfer its Ownership Interest unless it provides a Transferor Affidavit
(in the form attached hereto as Exhibit F-2) to the Trust Administrator stating
that, among other things, it has no actual knowledge that such other Person
is
not a Permitted Transferee.
(E)
Each
Person holding or acquiring an Ownership Interest in a Residual Certificate,
by
purchasing an Ownership Interest in such Certificate, agrees to give the Trust
Administrator written notice that it is a “pass-through interest holder” within
the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring an Ownership Interest in a Residual Certificate,
if
it is, or is holding an Ownership Interest in a Residual Certificate on behalf
of, a “pass-through interest holder.”
(ii) The
Trust
Administrator will register the Transfer of any Residual Certificate only if
it
shall have received the Transfer Affidavit and Agreement and all of such other
documents as shall have been reasonably required by the Trust Administrator
as a
condition to such registration. In addition, no Transfer of a Residual
Certificate shall be made unless the Trust Administrator shall have received
a
representation letter from the Transferee of such Certificate to the effect
that
such Transferee is a Permitted Transferee.
(iii)
(A) If
any
purported Transferee shall become a Holder of a Residual Certificate in
violation of the provisions of this Section 5.02(d), then the last
preceding Permitted Transferee shall be restored, to the extent permitted by
law, to all rights as holder thereof retroactive to the date of registration
of
such Transfer of such Residual Certificate. The Trust Administrator shall be
under no liability to any Person for any registration of Transfer of a Residual
Certificate that is in fact not permitted by this Section 5.02(d) or for
making any payments due on such Certificate to the holder thereof or for taking
any other action with respect to such holder under the provisions of this
Agreement.
(B)
If
any
purported Transferee shall become a holder of a Residual Certificate in
violation of the restrictions in this Section 5.02(d) and to the extent
that the retroactive restoration of the rights of the holder of such Residual
Certificate as described in clause (iii)(A) above shall be invalid, illegal
or
unenforceable, then the Trust Administrator shall have the right, without notice
to the holder or any prior holder of such Residual Certificate, to sell such
Residual Certificate to a purchaser selected by the Trust Administrator on
such
terms as the Trust Administrator may choose. Such purported Transferee shall
promptly endorse and deliver each Residual Certificate in accordance with the
instructions of the Trust Administrator. Such purchaser may be the Trust
Administrator itself or any Affiliate of the Trust Administrator. The proceeds
of such sale, net of the commissions (which may include commissions payable
to
the Trustee or its Affiliates), expenses and taxes due, if any, will be remitted
by the Trust Administrator to such purported Transferee. The terms and
conditions of any sale under this clause (iii)(B) shall be determined in the
sole discretion of the Trust Administrator, and the Trust Administrator shall
not be liable to any Person having an Ownership Interest in a Residual
Certificate as a result of its exercise of such discretion.
(iv) The
Trust
Administrator shall make available to the Internal Revenue Service and those
Persons specified by the REMIC Provisions all information necessary to compute
any tax imposed (A) as a result of the Transfer of an Ownership Interest in
a
Residual Certificate to any Person who is a Disqualified Organization, including
the information described in Treasury regulations sections 1.860D-1(b)(5) and
1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual
Certificate and (B) as a result of any regulated investment company, real estate
investment trust, common Trust, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership Interest in a
Residual Certificate having as among its record holders at any time any Person
which is a Disqualified Organization. Reasonable compensation for providing
such
information may be accepted by the Trust Administrator.
(v) The
provisions of this Section 5.02(d) set forth prior to this subsection (v)
may be modified, added to or eliminated, provided that there shall have been
delivered to the Trust Administrator and the NIMS Insurer at the expense of
the
party seeking to modify, add to or eliminate any such provision the
following:
(A)
written
notification from each Rating Agency to the effect that the modification,
addition to or elimination of such provisions will not cause such Rating Agency
to downgrade its then-current ratings of any Class of Certificates;
and
(B)
an
Opinion of Counsel, in form and substance satisfactory to the Trust
Administrator and the NIMS Insurer, to the effect that such modification of,
addition to or elimination of such provisions will not cause any Trust REMIC
to
cease to qualify as a REMIC and will not cause any Trust REMIC to be subject
to
an entity-level tax caused by the Transfer of any Residual Certificate to a
Person that is not a Permitted Transferee or a Person other than the prospective
transferee to be subject to a REMIC-tax caused by the Transfer of a Residual
Certificate to a Person that is not a Permitted Transferee.
The
Trust
Administrator shall forward to the NIMS Insurer a copy of the items delivered
to
it pursuant to (A) and (B) above.
(e) Subject
to the preceding subsections, upon surrender for registration of transfer of
any
Certificate at any office or agency of the Trust Administrator maintained for
such purpose pursuant to Section 8.11, the Trust Administrator shall
execute, authenticate and deliver, in the name of the designated Transferee
or
Transferees, one or more new Certificates of the same Class of a like aggregate
Percentage Interest.
(f) At
the
option of the Holder thereof, any Certificate may be exchanged for other
Certificates of the same Class with authorized denominations and a like
aggregate Percentage Interest, upon surrender of such Certificate to be
exchanged at any office or agency of the Trust Administrator maintained for
such
purpose pursuant to Section 8.11. Whenever any Certificates are so
surrendered for exchange, the Trust Administrator shall execute, authenticate
and deliver, the Certificates which the Certificateholder making the exchange
is
entitled to receive. Every Certificate presented or surrendered for transfer
or
exchange shall (if so required by the Trust Administrator) be duly endorsed
by,
or be accompanied by a written instrument of transfer in the form satisfactory
to the Trust Administrator duly executed by, the Holder thereof or his attorney
duly authorized in writing. In addition, (i) with respect to each Class R
Certificate, the holder thereof may exchange, in the manner described above,
such Class R Certificate for three separate certificates, each representing
such
holder’s respective Percentage Interest in the Class R-I Interest, the Class
R-II Interest and the Class R-III Interest, respectively, in each case that
was
evidenced by the Class R Certificate being exchanged and (ii) with respect
to
each Class R-X Certificate, the holder thereof may exchange, in the manner
described above, such Class R-X Certificate for three separate certificates,
each representing such holder’s respective Percentage Interest in the Class R-IV
Interest, the Class R-V Interest and the Class R-VI Interest, respectively,
in
each case that was evidenced by the Class R-X Certificate being
exchanged.
(g) No
service charge to the Certificateholders shall be made for any transfer or
exchange of Certificates, but the Trust Administrator may require payment of
a
sum sufficient to cover any tax or governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
(h) All
Certificates surrendered for transfer and exchange shall be canceled and
destroyed by the Trust Administrator in accordance with its customary
procedures.
| SECTION 5.03. |
Mutilated,
Destroyed, Lost or Stolen
Certificates.
|
If
(i)
any mutilated Certificate is surrendered to the Trust Administrator, or the
Trust Administrator receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Trust
Administrator, the Trustee and the NIMS Insurer such security or indemnity
as
may be required by it to save it harmless, then, in the absence of actual
knowledge by the Trust Administrator that such Certificate has been acquired
by
a bona fide purchaser or the Trust Administrator shall execute, authenticate
and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or
stolen Certificate, a new Certificate of the same Class and of like denomination
and Percentage Interest. Upon the issuance of any new Certificate under this
Section, the Trust Administrator may require the payment of a sum sufficient
to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trust
Administrator) connected therewith. Any replacement Certificate issued pursuant
to this Section shall constitute complete and indefeasible evidence of
ownership in the applicable REMIC created hereunder, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at
any
time.
| SECTION 5.04. |
Persons
Deemed Owners.
|
The
Depositor, the Master Servicer, the Servicer, the NIMS Insurer, the Trust
Administrator, the Trustee and any agent of any of them may treat the Person
in
whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 4.01 and for all
other purposes whatsoever, and none of the Depositor, the Master Servicer,
the
Servicer, the NIMS Insurer, the Trust Administrator, the Trustee or any agent
of
any of them shall be affected by notice to the contrary.
| SECTION 5.05. |
Certain
Available Information.
|
On
or
prior to the date of the first sale of any Private Certificate to an Independent
third party, the Depositor shall provide to the Trust Administrator ten copies
of any private placement memorandum or other disclosure document used by the
Depositor in connection with the offer and sale of such Certificates. In
addition, if any such private placement memorandum or disclosure document is
revised, amended or supplemented at any time following the delivery thereof
to
the Trust Administrator, the Depositor promptly shall inform the Trust
Administrator of such event and shall deliver to the Trust Administrator ten
copies of the private placement memorandum or disclosure document, as revised,
amended or supplemented. The Trust Administrator shall maintain at its Corporate
Trust Office and shall make available free of charge during normal business
hours for review by any Holder of a Certificate or any Person identified to
the
Trust Administrator as a prospective transferee of a Certificate, originals
or
copies of the following items: (i) in the case of a Holder or prospective
transferee of a Private Certificate, the related private placement memorandum
or
other disclosure document relating to such Class of Certificates, in the form
most recently provided to the Trust Administrator; and (ii) in all cases, (A)
this Agreement and any amendments hereof entered into pursuant to
Section 11.01, (B) all Monthly Statements required to be delivered to
Certificateholders of the relevant Class pursuant to Section 4.02 since the
Closing Date, and all other notices, reports, statements and written
communications delivered to the Certificateholders of the relevant Class
pursuant to this Agreement since the Closing Date, (C) all certifications
delivered by a Responsible Officer of the Trust Administrator since the Closing
Date, (D) any and all Officers’ Certificates delivered to the Trust
Administrator by the Servicer since the Closing Date to evidence the Servicer’s
determination that any Advance or Servicing Advance was, or if made, would
be a
Nonrecoverable Advance or Nonrecoverable Servicing Advance, respectively, and
(E) any and all Officers’ Certificates delivered to the Trust Administrator by
the Servicer since the Closing Date pursuant to Section 4.04(a). Copies and
mailing of any and all of the foregoing items will be available from the Trust
Administrator upon request at the expense of the Person requesting the
same.
ARTICLE
VI
THE
DEPOSITOR AND THE MASTER SERVICER
| SECTION 6.01. |
Liability
of the Depositor, the Servicer and the Master
Servicer.
|
The
Depositor, the Servicer and the Master Servicer each shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement upon them in their respective capacities as Depositor,
Servicer and Master Servicer and undertaken hereunder by the Depositor, the
Servicer and the Master Servicer herein.
| SECTION 6.02. |
Merger
or Consolidation of the Depositor or the Master
Servicer.
|
Subject
to the following paragraph, the Depositor will keep in full effect its
existence, rights and franchises as a corporation under the laws of the
jurisdiction of its incorporation. Subject to the following paragraph, the
Servicer will keep in full effect its existence, rights and franchises under
the
laws of the United States of America as a national banking association. Subject
to the following paragraph, the Master Servicer will keep in full effect its
existence, rights and franchises as a national banking association and shall
ensure that it (or an Affiliate) maintains its qualification as an approved
conventional seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing.
The
Depositor, the Servicer and the Master Servicer each will obtain and preserve
its qualification to do business as a foreign corporation in each jurisdiction
in which such qualification is or shall be necessary to protect the validity
and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
The
Depositor, the Servicer or the Master Servicer may be merged or consolidated
with or into any Person, or transfer all or substantially all of its assets
to
any Person, in which case any Person resulting from any merger or consolidation
to which the Depositor, the Servicer or the Master Servicer shall be a party,
or
any Person succeeding to the business of the Depositor, the Servicer or the
Master Servicer, shall be the successor of the Depositor or the Master Servicer,
as the case may be, hereunder, without the execution or filing of any paper
or
any further act on the part of any of the parties hereto, anything herein to
the
contrary notwithstanding; provided, however, that the successor or surviving
Person to the Servicer shall be qualified to service mortgage loans on behalf
of
Xxxxxx Mae or Xxxxxxx Mac; and provided further that the Rating Agencies’
ratings of the Class A Certificates and the Mezzanine Certificates in effect
immediately prior to such merger or consolidation will not be qualified, reduced
or withdrawn as a result thereof (as evidenced by a letter to such effect from
the Rating Agencies).
| SECTION 6.03. |
Limitation
on Liability of the Depositor, the Servicer, the Master Servicer
and
Others.
|
(a) The
Servicer (except the Trustee if it is required to succeed the Servicer after
becoming Master Servicer hereunder) indemnifies and holds the NIMS Insurer,
the
Trustee, the Trust Administrator, the Master Servicer and the Depositor harmless
against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, fees and expenses
that the NIMS Insurer, the Trustee, the Trust Administrator, the Master Servicer
and the Depositor may sustain in any way related to the failure of the Servicer
to perform its duties and service the Mortgage Loans in compliance with the
terms of this Agreement. The Servicer shall immediately notify the NIMS Insurer,
the Trustee, the Trust Administrator, the Master Servicer and the Depositor
if a
claim relating to such failure is made that may result in such claims, losses,
penalties, fines, forfeitures, legal fees or related costs, judgments, or any
other costs, fees and expenses, and the Servicer shall assume (with the consent
of the Trust Administrator, the Depositor, the Master Servicer and the Trustee)
the defense of any such claim and pay all expenses in connection therewith,
including reasonable counsel fees, and promptly pay, discharge and satisfy
any
judgment or decree which may be entered against the NIMS Insurer, the Trustee,
the Trust Administrator, the Master Servicer and/or the Depositor in respect
of
such claim. The provisions of this Section 6.03 shall survive the termination
of
this Agreement and the payment of the outstanding Certificates.
(b) The
Master Servicer agrees to indemnify the Indemnified Persons for, and to hold
them harmless against, any loss, liability or expense (including reasonable
legal fees and disbursements of counsel) incurred on their part that may be
sustained in connection with, arising out of, or relating to, any claim or
legal
action (including any pending or threatened claim or legal action) relating
to
this Agreement or the Certificates or the powers of attorney delivered by the
Trustee hereunder (i) related to the Master Servicer’s failure to perform its
duties in compliance with this Agreement (except as any such loss, liability
or
expense shall be otherwise reimbursable pursuant to this Agreement) or (ii)
incurred by reason of the Master Servicer’s willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder, provided, in each case, that
with
respect to any such claim or legal action (or pending or threatened claim or
legal action), the Trustee shall have given the Master Servicer and the
Depositor written notice thereof promptly after the Trustee shall have with
respect to such claim or legal action knowledge thereof. The Master Servicer’s
failure to receive any such notice shall not affect any Indemnified Person’s
right to indemnification under this Section 6.03(b), except to the extent
the Master Servicer is materially prejudiced by such failure to give notice.
This indemnity shall survive the resignation or removal of the Trustee, Master
Servicer or the Trust Administrator and the termination of this Agreement.
For
purposes of this Section 6.03(b), “Indemnified Persons” means the Trustee,
the NIMS Insurer and their respective officers, directors, agents and employees
and, with respect to the Trustee, any separate co-trustee and its officers,
directors, agents and employees.
(c) None
of
the Depositor, the NIMS Insurer, the Master Servicer, the Trust Administrator,
the Servicer or any of the directors, officers, employees or agents of the
Depositor, the Master Servicer, the Trust Administrator or the Servicer shall
be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant
to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Master Servicer, the Trust
Administrator, the Servicer or any such person against any breach of warranties,
representations or covenants made herein, or against any specific liability
imposed on the Master Servicer or Servicer pursuant hereto, or against any
liability which would otherwise be imposed by reason of willful misfeasance,
bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder, in the case of the Master
Servicer, a breach of the servicing standard set forth in Section 3A.01 or
in
the case of the Servicer, a breach of the servicing standard set forth in
Section 3.01. The Depositor, the NIMS Insurer, the Master Servicer, the Trust
Administrator and the Servicer and any director, officer, employee or agent
of
the Depositor, the NIMS Insurer, the
Master Servicer, the Trust Administrator or
the
Servicer may rely in good faith on any document of any kind which is,
prima
facie,
is
properly executed and submitted by any Person respecting any matters arising
hereunder. The Depositor, the NIMS Insurer, the Master Servicer, the Trust
Administrator, or the Servicer and any director, officer, employee or agent
of
the Depositor, the NIMS Insurer, the Master Servicer, the Trust Administrator,
or the Servicer shall be indemnified and held harmless by the Trust Fund against
any loss, liability or expense incurred in connection with (i) any legal action
relating to this Agreement or the Certificates, other than any loss, liability
or expense relating to any specific Mortgage Loan or Mortgage Loans (except
as
any such loss, liability or expense shall be otherwise reimbursable pursuant
to
this Agreement) or any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder
or
by reason of its reckless disregard of obligations and duties hereunder or
(ii)
any breach of a representation or warranty by the Originator or any other party
regarding the Mortgage Loans. None of the Depositor, the NIMS Insurer, the
Master Servicer, the Trust Administrator or the Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and, in its opinion,
does not involve it in any expense or liability; provided, however, that each
of
the Depositor, the NIMS Insurer, the Master Servicer, the Trust Administrator
and the Servicer may in its discretion undertake any such action which it may
deem necessary or desirable with respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom (except any loss, liability or expense incurred
by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder) shall be expenses, costs and liabilities of the Trust Fund, and
the
Depositor, the NIMS Insurer, the Master Servicer, the Trust Administrator and
the Servicer shall be entitled to be reimbursed therefor from the Collection
Account or Distribution Account, as applicable, as and to the extent provided
in
Section 3.11 or Section 3A.12, any such right of reimbursement being prior
to
the rights of the Certificateholders to receive any amount in the Collection
Account or Distribution Account. The
Master Servicer’s, the Trust Administrator’s or Servicer’s right to indemnity or
reimbursement pursuant to this Section shall survive any termination of this
Agreement, any resignation or termination of the Master Servicer, the Trust
Administrator or the Servicer pursuant to Section 6.04 or 7.01 with respect
to
any losses, expenses, costs or liabilities arising prior to such resignation
or
termination (or arising from events that occurred prior to such resignation
or
termination).
| SECTION 6.04. |
Limitation
on Resignation of the Servicer; Assignment of Master
Servicing.
|
(a) Except
as
otherwise provided herein, the Servicer shall not resign from the obligations
and duties hereby imposed on it except upon determination that its duties
hereunder are no longer permissible under applicable law. Any such determination
pursuant to the preceding sentence permitting the resignation of the Servicer
shall be evidenced by an Opinion of Counsel to such effect obtained at the
expense of the Servicer and delivered to the Trustee, the Trust Administrator,
the Master Servicer and the NIMS Insurer. No resignation of the Servicer shall
become effective until the Master Servicer (or if the Master Servicer is the
Servicer, the Trustee) or a successor servicer acceptable to the NIMS Insurer
shall have assumed the Servicer’s responsibilities, duties, liabilities (other
than those liabilities arising prior to the appointment of such successor)
and
obligations under this Agreement. Any such resignation shall not relieve the
Servicer of responsibility for any of the obligations specified in Sections
7.01
and 7.02 as obligations that survive the resignation or termination of the
Servicer.
Except
as
expressly provided herein, the Servicer shall not assign or transfer any of
its
rights, benefits or privileges hereunder to any other Person, or delegate to
or
subcontract with, or authorize or appoint any other Person to perform any of
the
duties, covenants or obligations to be performed by the Servicer hereunder.
The
foregoing prohibition on assignment shall not prohibit the Servicer from
designating a Sub-Servicer as payee of any indemnification amount payable to
such Servicer hereunder; provided, however, that as provided in Section 3.06
hereof, no Sub-Servicer shall be a third-party beneficiary hereunder and the
parties hereto shall not be required to recognize any Sub-Servicer as an
indemnitee under this Agreement. If, pursuant to any provision hereof, the
duties of the Servicer are transferred to a successor servicer, the entire
amount of the Servicing Fee and other compensation payable to the Servicer
pursuant hereto shall thereafter be payable to such successor
servicer.
In
the
ordinary course of business, the Servicer at any time may delegate any of its
duties hereunder to any Person, including any of its Affiliates, who agrees
to
conduct such duties in accordance with standards comparable to those set forth
in Section 3.01. Such delegation shall not relieve the Servicer of its
liabilities and responsibilities with respect to such duties and shall not
constitute a resignation within the meaning of Section 6.04. Except as provided
in Section 3.02, no such delegation is permitted that would result in the
delegee subservicing any Mortgage Loans.
The
Trustee, the Trust Administrator, the Master Servicer and the Depositor hereby
specifically (i) consent to the pledge and assignment by the Servicer of all
of
the Servicer’s right, title and interest in, to and under this Agreement to a
specified servicing rights pledgee, for the benefit of certain lenders and
(ii)
in the event that a Servicer Event of Default or a default under the related
loan agreement with such lenders exists or in the event of a Servicer
resignation, agree that the Servicer or its designee may appoint the successor
servicer; provided that at the time of such appointment, such successor meets
the requirements of a successor servicer pursuant to Section 7.02(a) hereof
and
agrees to be subject to the terms of this Agreement. If, pursuant to any
provision hereof, the duties of the Servicer are transferred to a successor
servicer, the entire amount of the Servicing Fee and other compensation payable
to the Servicer pursuant hereto shall thereafter be payable to such successor
servicer.
(b) The
Master Servicer may sell, assign or delegate its rights, duties and obligations
as Master Servicer under this Agreement in their entirety; provided, however,
that: (i) the purchaser or transferee accepting such sale, assignment and
delegation (a) shall be a Person qualified to service mortgage loans for Xxxxxx
Xxx or Xxxxxxx Mac; (b) shall have a net worth of not less than $50,000,000
(unless otherwise approved by each Rating Agency pursuant to clause (ii) below);
(c) shall be reasonably satisfactory to the NIMS Insurer and the Trustee (as
evidenced in a writing signed by each of the NIMS Insurer and the Trustee);
and
(d) shall execute and deliver to the Trustee and the NIMS Insurer an agreement,
in form and substance reasonably satisfactory to the Trustee and the NIMS
Insurer, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by it as master servicer under this Agreement from and after the
effective date of such assumption agreement; (ii) each Rating Agency shall
be
given prior written notice of the identity of the proposed successor to the
Master Servicer and shall confirm in writing to the Master Servicer, the NIMS
Insurer and the Trustee that any such sale, assignment or delegation would
not
result in a withdrawal or a downgrading of the rating on any Class of
Certificates in effect immediately prior to such sale, assignment or delegation;
and (iii) the Master Servicer shall deliver to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to such action under this Agreement have been fulfilled and such
action is permitted by and complies with the terms of this Agreement. No such
sale, assignment or delegation shall affect any liability of the Master Servicer
arising prior to the effective date thereof.
| SECTION 6.05. |
Successor
Master Servicer.
|
In
connection with the appointment of any successor Master Servicer or the
assumption of the duties of the Master Servicer, the Depositor, the NIMS Insurer
or the Trustee may make such arrangements for the compensation of such successor
Master Servicer out of payments on the Mortgage Loans as the Depositor, the
NIMS
Insurer or the Trustee and such successor Master Servicer shall agree. If the
successor Master Servicer does not agree that such market value is a fair price,
such successor Master Servicer shall obtain two quotations of market value
from
third parties actively engaged in the master servicing of single-family mortgage
loans. Notwithstanding the foregoing, the compensation payable to a successor
Master Servicer may not exceed the compensation which the Master Servicer would
have been entitled to retain if the Master Servicer had continued to act as
Master Servicer hereunder.
| SECTION 6.06. |
Rights
of the Depositor in Respect of the
Servicer.
|
The
Servicer shall afford (and any Sub-Servicing Agreement shall provide that each
Sub-Servicer shall afford) the Depositor, the NIMS Insurer, the Master Servicer,
the Trust Administrator and the Trustee, upon five (5) Business Days prior
notice, during normal business hours, access to all records maintained by the
Servicer (and any such Sub-Servicer) in respect of the Servicer’s rights and
obligations hereunder and access to officers of the Servicer (and those of
any
such Sub-Servicer) responsible for such obligations. Upon request, the Servicer
agrees that it shall furnish to the Depositor, the NIMS Insurer, the Master
Servicer, the Trust Administrator and the Trustee its (and any such
Sub-Servicer’s) most recent financial statements and such other information
relating to the Servicer’s capacity to perform its obligations under this
Agreement as it possesses (and that any such Sub-Servicer possesses). To the
extent such information is not otherwise available to the public, the Depositor,
the NIMS Insurer, the Master Servicer, the Trust Administrator and the Trustee
shall not disseminate any information obtained pursuant to the preceding two
sentences without the Servicer’s written consent, except as required pursuant to
this Agreement or to the extent that it is appropriate to do so (i) in working
with legal counsel, auditors, taxing authorities or other governmental agencies
or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction
or decree of any court or governmental authority having jurisdiction over the
Depositor and the Trustee or the Trust Fund, and in any case, the Depositor,
the
NIMS Insurer, the Master Servicer, the Trust Administrator or the Trustee,
as
the case may be, shall use its best efforts to assure the confidentiality of
any
such disseminated non-public information.
Nothing
in this Section shall limit the obligation of the Servicer to observe any
applicable law prohibiting disclosure of information regarding the Mortgagors
(absent proof that it is in compliance with applicable law) and the failure
of
the Servicer to provide access as provided in this Section as a result of such
obligation shall not constitute a breach of this Section. Nothing in this
Section shall require the Servicer to collect, create, collate or otherwise
generate any information that it does not generate in its usual course of
business. The Servicer shall not be required to make copies of or ship documents
to any party unless provisions have been made for the reimbursement of the
costs
thereof.
The
Depositor may, but is not obligated to, enforce the obligations of the Servicer
under this Agreement and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Servicer under this
Agreement or exercise the rights of the Servicer under this Agreement; provided
that the Servicer shall not be relieved of any of its obligations under this
Agreement by virtue of such performance by the Depositor or its designee. The
Depositor shall not have any responsibility or liability for any action or
failure to act by the Servicer and is not obligated to supervise the performance
of the Servicer under this Agreement or otherwise.
| SECTION 6.07. |
[Reserved].
|
| SECTION 6.08. |
Duties
of the Credit Risk Manager.
|
For
and
on behalf of the Depositor, the Credit Risk Manager will provide reports and
recommendations concerning certain delinquent and defaulted Mortgage Loans,
and
as to the collection of any Prepayment
Charges with respect to the Mortgage Loans. Such reports and recommendations
will be
based
upon
information provided to the Credit Risk Manager pursuant to the respective
Credit Risk Management Agreement, and the Credit Risk Manager shall look solely
to the Servicer and/or Master Servicer, as applicable, for all information
and
data (including loss and delinquency information and data) relating to the
servicing of the Mortgage Loans. Upon any termination of the Credit Risk Manager
or the appointment of a successor Credit Risk Manager, the Depositor shall
give
written notice thereof to the Servicer, the Trustee, the Master Servicer, the
Trust Administrator, the NIMS Insurer and each Rating Agency. Notwithstanding
the foregoing, the termination of the Credit Risk Manager pursuant to this
Section shall not become effective until the appointment of a successor
Credit Risk Manager.
| SECTION 6.09. |
Limitation
Upon Liability of the Credit Risk
Manager.
|
Neither
the Credit Risk Manager, nor any of its directors, officers, employees, or
agents shall be under any liability to the Trustee, the Certificateholders,
the
Trust Administrator, the Servicer, the Master Servicer or the Depositor for
any
action taken or for refraining from the taking of any action made in good faith
pursuant to this Agreement, in reliance upon information provided by the
Servicer or the Master Servicer under the Credit Risk Management Agreement,
or
for errors in judgment; provided, however, that this provision shall not protect
the Credit Risk Manager or any such person against liability that would
otherwise be imposed by reason of willful malfeasance or bad faith in its
performance of its duties. The Credit Risk Manager and any director, officer,
employee, or agent of the Credit Risk Manager may rely in good faith on any
document of any kind prima
facie
properly
executed and submitted by any Person respecting any matters arising hereunder,
and may rely in good faith upon the accuracy of information furnished by the
Servicer or the Master Servicer pursuant to the Credit Risk Management Agreement
in the performance of its duties thereunder and hereunder.
| SECTION 6.10. |
Removal
of the Credit Risk Manager.
|
The
Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in the
exercise of its or their sole discretion. The Certificateholders shall provide
written notice of the Credit Risk Manager’s removal to the Trust Administrator.
Upon receipt of such notice, the Trust Administrator shall provide written
notice to the Credit Risk Manager of its removal, which shall be effective
upon
receipt of such notice by the Credit Risk Manager.
ARTICLE
VII
DEFAULT
| SECTION 7.01. |
Servicer
Events of Default and Master Servicer Events of
Termination.
|
(a) “Servicer
Event of Default,” wherever used herein, means any one of the following
events:
(i) any
failure by the Servicer to remit to the Trust Administrator for distribution
to
the Certificateholders any payment (other than an Advance required to be made
from its own funds on any Servicer Remittance Date pursuant to Section 4.03)
required to be made under the terms of the Certificates and this Agreement
which
continues unremedied for a period of one Business Day after the date upon which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Servicer by the Depositor or the Trust Administrator (in
which
case notice shall be provided by telecopy), or to the Servicer, the Depositor
and the Trust Administrator by the NIMS Insurer or the Holders of Certificates
entitled to at least 25% of the Voting Rights; or
(ii) other
than with respect to clause (vi) below, any failure on the part of the Servicer
duly to observe or perform in any material respect any other of the covenants
or
agreements on the part of the Servicer contained in this Agreement, or the
breach by the Servicer of any representation and warranty contained in Section
2.05, which continues unremedied for a period of 30 days (or if such failure
or
breach cannot be remedied within 30 days, then such remedy shall have been
commenced within 30 days and diligently pursued thereafter; provided, however,
that in no event shall such failure or breach be allowed to exist for a period
of greater than 90 days) after the earlier of (i) the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given
to the Servicer by the Depositor or the Trust
Administrator or
to the
Servicer, the Depositor and the Trust Administrator by the NIMS Insurer or
the
Holders of Certificates entitled to at least 25% of the Voting Rights and (ii)
actual knowledge of such failure by a Servicing Officer of the Servicer;
or
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
in
the premises in an involuntary case under any present or future federal or
state
bankruptcy, insolvency or similar law or the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling
of
assets and liabilities or similar proceeding, or for the winding-up or
liquidation of its affairs, shall have been entered against the Servicer and
such decree or order shall have remained in force undischarged or unstayed
for a
period of 90 days; or
(iv) the
Servicer shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to it or of or relating to
all
or substantially all of its property; or
(v) the
Servicer shall admit in writing its inability to pay its debts generally as
they
become due, file a petition to take advantage of any applicable insolvency
or
reorganization statute, make an assignment for the benefit of its creditors,
or
voluntarily suspend payment of its obligations; or
(vi) any
failure by the Servicer to timely comply with its obligations pursuant to
Section 3.20, Section 3.21 or Section 4.06 hereof (in each case, taking into
account any applicable cure periods);
(vii) any
failure of the Servicer to make any Advance on any Servicer Remittance Date
required to be made from its own funds pursuant to Section 4.03 which continues
unremedied until 3:00 p.m. New York time on the Business Day following the
Servicer Remittance Date.
If
(a) a
Servicer Event of Default described in clauses (i) through (vi) of this Section
shall occur, then, and in each and every such case, so long as such Servicer
Event of Default shall not have been remedied, the Depositor, the Master
Servicer, the Trustee or the Trust Administrator may, and at the written
direction of the Holders of Certificates entitled to at least 51% of Voting
Rights, or at the direction of the NIMS Insurer, the Trustee shall or (b) a
Servicer Event of Default described in clause (vii) of this Section shall occur
and the Trustee or the Master Servicer has, at the direction of the Depositor,
determined to terminate the Servicer, then the Trustee, shall, by notice in
writing to the Servicer, the Master Servicer and the Depositor, terminate all
of
the rights and obligations of the Servicer in its capacity as Servicer under
this Agreement, to the extent permitted by law, and in and to the Mortgage
Loans
and the proceeds thereof. If a Servicer Event of Default described in clause
(vii) hereof shall occur, the Trustee shall, by notice in writing to the
Servicer, the Depositor, the Master Servicer and the NIMS Insurer, terminate
all
of the rights and obligations of the Servicer in its capacity as Servicer under
this Agreement and in and to the Mortgage Loans and the proceeds thereof.
Subject to Section 7.02 hereof, on or after the receipt by the Servicer of
such
written notice, all authority and power of the Servicer under this Agreement,
whether with respect to the Certificates (other than as a Holder of any
Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested
in
the Master Servicer or (if the Master Servicer is the Servicer) the Trustee
pursuant to and under this Section, and, without limitation, the Master Servicer
or the Trustee, as applicable, is hereby authorized and empowered, as
attorney-in-fact or otherwise, to execute and deliver, on behalf of and at
the
expense of the Servicer, any and all documents and other instruments and to
do
or accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Servicer agrees to promptly (and in any event no later than
ten
Business Days subsequent to such notice) provide the Master Servicer or the
Trustee, as applicable, with all documents and records requested by it to enable
it to assume the Servicer’s functions under this Agreement, and to cooperate
with the Master Servicer or the Trustee, as applicable, in effecting the
termination of the Servicer’s responsibilities and rights under this Agreement,
including, without limitation, the transfer within one Business Day to the
Master Servicer or the Trustee, as applicable, for administration by it of
all
cash amounts which at the time shall be or should have been credited by the
Servicer to the Collection Account held by or on behalf of the Servicer, the
Distribution Account or any REO Account or Servicing Account held by or on
behalf of the Servicer or thereafter be received with respect to the Mortgage
Loans or any REO Property serviced by the Servicer; provided, however, that
the
Servicer shall continue to be entitled to receive all amounts accrued or owing
to it under this Agreement on or prior to the date of such termination, whether
in respect of Advances or otherwise, and shall continue to be entitled to the
benefits of Section 6.03, notwithstanding any such termination, with respect
to
events occurring prior to such termination.
(b) “Master
Servicer Event of Default,” wherever used herein, means any one of the following
events:
(i) the
Master Servicer fails to cause to be deposited in the Distribution Account
any
amount so required to be deposited pursuant to this Agreement (other than an
Advance), and such failure continues unremedied for a period of three Business
Days after the date upon which written notice of such failure, requiring the
same to be remedied, shall have been given to the Master Servicer;
or
(ii) the
Master Servicer fails to observe or perform in any material respect any other
material covenants and agreements set forth in this Agreement to be performed
by
it, which covenants and agreements materially affect the rights of
Certificateholders, and such failure continues unremedied for a period of 60
days after the date on which written notice of such failure, properly requiring
the same to be remedied, shall have been given to the Master Servicer by the
Trustee or the NIMS Insurer or to the Master Servicer and the Trustee by the
Holders of Certificates evidencing not less than 25% of the Voting Rights;
or
(iii) there
is
entered against the Master Servicer a decree or order by a court or agency
or
supervisory authority having jurisdiction in the premises for the appointment
of
a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the winding
up or liquidation of its affairs, and the continuance of any such decree or
order is unstayed and in effect for a period of 60 consecutive days, or an
involuntary case is commenced against the Master Servicer under any applicable
insolvency or reorganization statute and the petition is not dismissed within
60
days after the commencement of the case; or
(iv) the
Master Servicer consents to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to the Master Servicer or
substantially all of its property; or the Master Servicer admits in writing
its
inability to pay its debts generally as they become due, files a petition to
take advantage of any applicable insolvency or reorganization statute, makes
an
assignment for the benefit of its creditors, or voluntarily suspends payment
of
its obligations; or
(v) the
Master Servicer assigns or delegates its duties or rights under this Agreement
in contravention of the provisions permitting such assignment or delegation
under Section 6.05; or
(vi) any
failure of the Master Servicer to make any Advance (other than a Nonrecoverable
Advance) required to be made from its own funds pursuant to Section 4.03 by
5:00 p.m. New York time on the Business Day prior to the applicable Distribution
Date.
In
each
and every such case, so long as such Master Servicer Event of Default with
respect to the Master Servicer shall not have been remedied, either the Trustee,
the NIMS Insurer or the Holders of Certificates evidencing not less than 51%
of
the Voting Rights, by notice in writing to the Depositor, the Master Servicer
(and to the Trustee if given by such Certificateholders), with a copy to the
NIMS Insurer and the Rating Agencies, may terminate all of the rights and
obligations (but not the liabilities) of the Master Servicer under this
Agreement and in and to the Mortgage Loans and/or the REO Property master
serviced by the Master Servicer and the proceeds thereof. Upon the receipt
by
the Master Servicer of the written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates, the
Mortgage Loans, REO Property or under any other related agreements (but only
to
the extent that such other agreements relate to the Mortgage Loans or related
REO Property) shall, subject to Section 7.03, automatically and without
further action pass to and be vested in the Trustee pursuant to this
Section 7.01(b); and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of the Master Servicer as
attorney-in-fact or otherwise, any and all documents and other instruments
and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer
and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer agrees to cooperate with the Trustee in effecting
the termination of the Master Servicer’s rights and obligations hereunder,
including, without limitation, the transfer to the Trustee of (i) the property
and amounts which are then or should be part of the Trust Fund or which
thereafter become part of the Trust Fund; and (ii) originals or copies of all
documents of the Master Servicer reasonably requested by the Trustee to enable
it to assume the Master Servicer’s duties thereunder. In addition to any other
amounts which are then, or, notwithstanding the termination of its activities
under this Agreement, may become payable to the Master Servicer under this
Agreement, the Master Servicer shall be entitled to receive, out of any amount
received on account of a Mortgage Loan or related REO Property, that portion
of
such payments which it would have received as reimbursement under this Agreement
if notice of termination had not been given. The termination of the rights
and
obligations of the Master Servicer shall not affect any obligations incurred
by
the Master Servicer prior to such termination.
Notwithstanding
the foregoing, if a Master Servicer Event of Default described in clause (vi)
of
this Section 7.01(b) shall occur, the Trustee shall, by notice in writing
to the Master Servicer, which may be delivered by telecopy, immediately
terminate all of the rights and obligations of the Master Servicer thereafter
arising under this Agreement, but without prejudice to any rights it may have
as
a Certificateholder or to reimbursement of Advances and other advances of its
own funds, and the Trustee shall act as provided in Section 7.03 to carry
out the duties of the Master Servicer, including the obligation to make any
Advance the nonpayment of which was a Master Servicer Event of Default described
in clause (vi) of this Section 7.01(b). Any such action taken by the
Trustee must be prior to the distribution on the relevant Distribution
Date.
| SECTION 7.02. |
Master
Servicer or Trustee to Act; Appointment of Successor
Servicer.
|
(a) From
the
time the Servicer receives a notice of termination, the Master
Servicer
or (if
the Master Servicer is the Servicer) the Trustee (or such other successor
servicer as is acceptable to the NIMS Insurer) shall be the successor in all
respects to the Servicer in its capacity as Servicer under this Agreement and
the transactions set forth or provided for herein, and all the responsibilities,
duties and liabilities relating thereto and arising thereafter shall be assumed
by the Master Servicer or the Trustee, as applicable, (except for any
representations or warranties of the Servicer under this Agreement, the
responsibilities, duties and liabilities contained in Section 2.05 and the
obligation to deposit amounts in respect of losses pursuant to Section 3.12)
by
the terms and provisions hereof; provided, however, the Master Servicer or
the
Trustee, as applicable, shall immediately assume the Servicer’s obligations to
make Advances pursuant to Section 4.03; provided, further, however, that if
the
Master Servicer or the Trustee, as applicable, is prohibited by law or
regulation from obligating itself to make advances regarding delinquent mortgage
loans, then the Master Servicer or the Trustee, as applicable, shall not be
obligated to make Advances pursuant to Section 4.03; and provided further,
that
any failure to perform such duties or responsibilities caused by the Servicer’s
failure to provide information required by Section 7.01(a) shall not be
considered a default by the Master Servicer or the Trustee, as applicable,
as
successor to the Servicer hereunder. It is understood and acknowledged by the
parties hereto that there will be a period of transition (not to exceed 90
days)
before the transition of servicing obligations is fully effective. As
compensation therefor, the Master Servicer or the Trustee, as applicable, shall
be entitled to the Servicing Fee and all funds relating to the Mortgage Loans
to
which the Servicer would have been entitled if it had continued to act
hereunder. Notwithstanding the above and subject to Section 7.02(b) below,
the
Master Servicer or the Trustee, as applicable, if it shall be unwilling to
so
act, or shall, if it is unable to so act or if it is prohibited by law from
making advances regarding delinquent mortgage loans or if the Holders of
Certificates entitled to at least 51% of the Voting Rights or the NIMS Insurer
so request in writing to the Trustee, promptly appoint or petition a court
of
competent jurisdiction to appoint, an established mortgage loan servicing
institution acceptable to each Rating Agency and the NIMS Insurer and having
a
net worth of not less than $15,000,000, as the successor to the Servicer under
this Agreement in the assumption of all or any part of the responsibilities,
duties or liabilities of the Servicer under this Agreement.
Pending
appointment of a successor to the Servicer hereunder, unless the Master Servicer
or the Trustee, as applicable, is prohibited by law from so acting, the Master
Servicer or the Trustee, as applicable, shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
successor shall be entitled to receive compensation out of payments on Mortgage
Loans in an amount equal to the compensation which the Servicer would otherwise
have received pursuant to Section 3.18 (or such other compensation as the Master
Servicer or the Trustee, as applicable, and such successor shall agree, not
to
exceed the Servicing Fee). The appointment of a successor servicer shall not
affect any liability of the predecessor Servicer which may have arisen under
this Agreement prior to its termination as Servicer to pay any deductible under
an insurance policy pursuant to Section 3.14 or to indemnify the NIMS Insurer
pursuant to Section 6.03, nor shall any successor servicer be liable for any
acts or omissions of the predecessor servicer or for any breach by such servicer
of any of its representations or warranties contained herein or in any related
document or agreement. The Master Servicer or the Trustee, as applicable, and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. All reasonable Servicing
Transfer Costs shall be paid by the predecessor servicer upon presentation
of
reasonable documentation of such costs, and if such predecessor servicer
defaults in its obligation to pay such costs, such costs shall be paid by the
successor servicer or the Master Servicer or the Trustee, as applicable (in
which case the successor servicer or the Master Servicer or the Trustee, as
applicable, shall be entitled to reimbursement therefor from the assets of
the
Trust Fund).
(b) No
appointment of a successor to the Servicer under this Agreement shall be
effective until the assumption by the successor of all of the Servicer’s
responsibilities, duties and liabilities hereunder. In connection with such
appointment and assumption described herein, the Master Servicer or the Trustee,
as applicable, may make such arrangements for the compensation of such successor
out of payments on Mortgage Loans as it and such successor shall agree;
provided, however, that no such compensation shall be in excess of that
permitted the Servicer as such hereunder. The Depositor, the Trustee, the Trust
Administrator, the Master Servicer and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. Pending appointment of a successor to the Servicer under this
Agreement the Master Servicer or the Trustee, as applicable, shall act in such
capacity as hereinabove provided.
Any
successor to the Servicer, including the Master Servicer or the Trustee, as
applicable, shall during the term of its service as servicer continue to service
and administer the Mortgage Loans for the benefit of Certificateholders, and
maintain in force a policy or policies of insurance covering errors and
omissions in the performance of its obligations as Servicer hereunder and a
fidelity bond in respect of its officers, employees and agents to the same
extent as the Servicer is so required pursuant to Section 3.14.
(c) Notwithstanding
any provision in this Agreement to the contrary, for a period of 30 days
following the date on which the Servicer shall have received a notice of a
Servicer Event of Default pursuant to Section 7.01, or a default under a loan
agreement pursuant to Section 6.04 or the Servicer resignation pursuant to
Section 6.04, the terminated Servicer or its designee may, with the consent
of
the NIMS Insurer, appoint a successor servicer that satisfies the eligibility
criteria of a successor servicer set forth above; provided that such successor
servicer agrees to fully effect the servicing transfer within 90 days following
the termination of the Servicer and to make all Advances that would otherwise
be
made by the Master Servicer or the Trustee, as applicable, under Section 7.01
as
of the date of such appointment. Any proceeds received in connection with the
appointment of such successor servicer (after deduction of any expenses incurred
in connection with the servicing transfer) shall be the property of the
terminated Servicer or its designee. Notwithstanding the foregoing, in the
event
of a Servicer Event of Default pursuant to Section 7.01(a)(vii), either (i)
the
Servicer shall remit the amount of the required Advance by 3:00 p.m.
New York
time on the Business Day following the Servicer Remittance Date or (ii) by
3:00
p.m. New York time on the Business Day following the Servicer Remittance Date,
the Servicer shall have appointed a successor servicer that satisfies the
eligibility criteria of a successor servicer set forth above and that has
remitted the amount of the required Advance to the Trust Administrator. If
the
Servicer fails to adhere to the requirements set forth in the immediately
preceding sentence, the Master Servicer or the Trustee, as applicable, shall
be
the successor in all respects to the Servicer in its capacity as Servicer under
this Agreement and shall immediately assume the Servicer’s obligations to make
Advances. In no event shall the termination of the Servicer under this Agreement
result in any diminution of the Servicer’s right to reimbursement for any
outstanding Advances or Servicing Advances or accrued and unpaid Servicing
Fees
due such Servicer at the time of termination. Reimbursement of unreimbursed
Advances and Servicing Advances and accrued and unpaid Servicing Fees shall
be
made on a FIFO, loan-by-loan basis. The Servicer shall continue to be entitled
to the benefits of Section 6.03 hereof related to indemnification,
notwithstanding any termination hereunder.
(d) In
connection with the termination or resignation of the Servicer hereunder, either
(i) the successor servicer, including the Master Servicer or the Trustee, as
applicable, if the Master Servicer or the Trustee, as applicable, is acting
as
successor servicer, shall represent and warrant that it is a member of MERS
in
good standing and shall agree to comply in all material respects with the rules
and procedures of MERS in connection with the servicing of the Mortgage Loans
that are registered with MERS, in which case the predecessor servicer shall
cooperate with the successor servicer in causing MERS to revise its records
to
reflect the transfer of servicing to the successor servicer as necessary under
MERS’ rules and regulations, or (ii) the predecessor servicer shall cooperate
with the successor servicer in causing MERS to execute and deliver an assignment
of Mortgage in recordable form to transfer the Mortgage from MERS to the Master
Servicer or the Trustee, as applicable, and to execute and deliver such other
notices, documents and other instruments as may be necessary or desirable to
effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan
on
the MERS® System to the successor servicer. The predecessor servicer shall file
or cause to be filed any such assignment in the appropriate recording office.
The predecessor servicer shall bear any and all fees of MERS, costs of preparing
any assignments of Mortgage, and fees and costs of filing any assignments of
Mortgage that may be required under this Section 7.02(d).
| SECTION 7.03. |
Trustee
to Act; Appointment of Successor Master
Servicer.
|
(a) Upon
the
receipt by the Master Servicer of a notice of termination pursuant to
Section 7.01(b) or an Opinion of Counsel rendered by Independent counsel
pursuant to Section 6.05(b) to the effect that the Master Servicer is
legally unable to act or to delegate its duties to a Person which is legally
able to act, the Trustee shall automatically become the successor in all
respects to the Master Servicer in its capacity under this Agreement and the
transactions set forth or provided for herein and shall thereafter be subject
to
all the responsibilities, duties, liabilities and limitations on liabilities
relating thereto placed on the Master Servicer by the terms and provisions
hereof; provided, however, that the Trustee (i) shall have no obligation
whatsoever with respect to any liability (other than Advances deemed recoverable
and not previously made) incurred by the Master Servicer at or prior to the
time
of termination and (ii) shall not be obligated to perform any obligation of
the
Master Servicer under Section 3.20 or 3.21 with respect to any period of time
during which the Trustee was not the Master Servicer. As compensation therefor,
but subject to Section 6.05, the Trustee shall be entitled to compensation
which the Master Servicer would have been entitled to retain if the Master
Servicer had continued to act hereunder, except for those amounts due the Master
Servicer as reimbursement permitted under this Agreement for advances previously
made or expenses previously incurred. Notwithstanding the above, the Trustee
may, if it shall be unwilling so to act, or shall, if it is legally unable
so to
act, appoint or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution which is a Xxxxxx Xxx- or
Xxxxxxx Mac-approved servicer, acceptable to the NIMS Insurer and with respect
to a successor to the Master Servicer only, having a net worth of not less
than
$50,000,000, as the successor to the Master Servicer hereunder in the assumption
of all or any part of the responsibilities, duties or liabilities of the Master
Servicer hereunder; provided, that the Trustee shall obtain consent from the
NIMS Insurer and a letter or other evidence each Rating Agency that the ratings,
if any, on each of the Certificates will not be lowered as a result of the
selection of the successor to the Master Servicer. Pending appointment of a
successor to the Master Servicer hereunder, the Trustee shall act in such
capacity as hereinabove provided. In connection with such appointment and
assumption, the Trustee may make such arrangements for the compensation of
such
successor out of payments on the Mortgage Loans as it and such successor shall
agree; provided, however, that the provisions of Section 6.05 shall apply,
the compensation shall not be in excess of that which the Master Servicer would
have been entitled to if the Master Servicer had continued to act hereunder,
and
that such successor shall undertake and assume the obligations of the Trustee
to
pay compensation to any third Person acting as an agent or independent
contractor in the performance of master servicing responsibilities hereunder.
The Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession.
If
the
Master Servicer and the Trust Administrator are the same entity, then at any
time the Master Servicer resigns or is removed as Master Servicer, the Trust
Administrator shall also be removed hereunder. All reasonable Master Servicing
Transfer Costs shall be paid by the predecessor Master Servicer upon
presentation of reasonable documentation of such costs, and if such predecessor
Master Servicer defaults in its obligation to pay such costs, such costs shall
be paid by the successor Master Servicer or the Trustee (in which case the
successor Master Servicer or the Trustee, as applicable, shall be entitled
to
reimbursement therefor from the assets of the Trust Fund).
(b) If
the
Trustee shall succeed to any duties of the Master Servicer respecting the
Mortgage Loans as provided herein, it shall do so in a separate capacity and
not
in its capacity as Trustee and, accordingly, the provisions of Article VIII
shall be inapplicable to the Trustee in its duties as the successor to the
Master Servicer in the master servicing of the Mortgage Loans (although such
provisions shall continue to apply to the Trustee in its capacity as Trustee);
the provisions of Article VI, however, shall apply to it in its capacity as
successor Master Servicer.
| SECTION 7.04. |
Notification
to Certificateholders.
|
(a) Upon
any
termination of the Servicer or the Master Servicer pursuant to Section 7.01
above or any appointment of a successor to the Servicer or Master Servicer
pursuant to Section 7.02 or Section 7.03 above, the Trust Administrator, or
in the event of the termination of the Master Servicer, the Trustee (or such
other successor Trust Administrator) shall give prompt written notice thereof
to
the Servicer, the Credit Risk Manager, the NIMS Insurer, the Master Servicer
and
the Certificateholders at their respective addresses appearing in the
Certificate Register.
(b) Not
later
than the later of 60 days after the occurrence of any event, which constitutes
or which, with notice or lapse of time or both, would constitute a Servicer
Event of Default or a Master Servicer Event of Default or five days after a
Responsible Officer of the Trust Administrator (in the case of a Servicer Event
of Default) or the Trustee (in the case of a Master Servicer Event of Default)
becomes aware of the occurrence of such an event, the Trust Administrator or
Trustee, as applicable, shall transmit by mail to the Credit Risk Manager,
the
NIMS Insurer and to all Holders of Certificates notice of each such occurrence,
unless such Servicer Event of Default or Master Servicer Event of Default shall
have been cured or waived.
| SECTION 7.05. |
Waiver
of Servicer Events of Default and Master Servicer Events of
Termination.
|
The
Holders representing at least 66% of the Voting Rights (with the consent of
the
NIMS Insurer) evidenced by all Classes of Certificates affected by any default,
Servicer Event of Default or Master Servicer Event of Default hereunder may
waive such default, Servicer Event of Default or Master Servicer Event of
Default; provided, however, that a Servicer Event of Default under clause (i)
or
(vi) of Section 7.01(a) or Master Servicer Event of Default under clause (i)
or
(vii) of Section 7.01(b) may be waived only by all of the Holders of the
Regular Certificates (with the consent of the NIMS Insurer). Upon any such
waiver of a default, Servicer Event of Default or Master Servicer Event of
Default, such default, Servicer Event of Default or Master Servicer Event of
Default shall cease to exist and shall be deemed to have been remedied for
every
purpose hereunder. No such waiver shall extend to any subsequent or other
default, Servicer Event of Default or Master Servicer Event of Default or impair
any right consequent thereon except to the extent expressly so waived. Notice
of
any such waiver shall be given by the Trust Administrator or the Trustee as
applicable, to the Rating Agencies and the NIMS Insurer.
| SECTION 7.06. |
Survivability
of Servicer and Master Servicer
Liabilities.
|
Notwithstanding
anything herein to the contrary, upon termination of the Servicer or the Master
Servicer hereunder, any liabilities
of
the Servicer or the Master Servicer, as applicable, which accrued prior to
such
termination shall survive such termination.
ARTICLE
VIII
CONCERNING
THE TRUSTEE AND THE TRUST ADMINISTRATOR
| SECTION 8.01. |
Duties
of Trustee and Trust Administrator.
|
The
Trustee and the Trust Administrator, prior to the occurrence of a Servicer
Event
of Default or Master Servicer Event of Default and after the curing of all
Servicer Events of Default or Master Servicer Events of Termination which may
have occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. If a Servicer Event of Default or
Master Servicer Event of Default has occurred (which has not been cured) of
which a Responsible Officer has knowledge, each of the Trustee and the Trust
Administrator shall exercise such of the rights and powers vested in it by
this
Agreement, and use the same degree of care and skill in their exercise, as
a
prudent man would exercise or use under the circumstances in the conduct of
his
own affairs.
Each
of
the Trustee and the Trust Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to it which are specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to determine
whether they conform to the requirements of this Agreement; provided, however,
that neither the Trustee nor the Trust Administrator will be responsible for
the
accuracy or content of any such resolutions, certificates, statements, opinions,
reports, documents or other instruments. If any such instrument is found not
to
conform to the requirements of this Agreement in a material manner the Trustee
or the Trust Administrator, as applicable, shall take such action as it deems
appropriate to have the instrument corrected, and if the instrument is not
corrected to the Trustee’s or the Trust Administrator’s satisfaction, the
Trustee or the Trust Administrator, as applicable, will provide notice thereof
to the Certificateholders and the NIMS Insurer.
No
provision of this Agreement shall be construed to relieve the Trustee or the
Trust Administrator from liability for its own negligent action, its own
negligent failure to act or its own misconduct; provided, however,
that:
(i) Prior
to
the occurrence of a Servicer Event of Default or Master Servicer Event of
Default, and after the curing of all such Servicer Events of Default or Master
Servicer Events of Termination which may have occurred, the duties and
obligations of the Trustee and the Trust Administrator shall be determined
solely by the express provisions of this Agreement, the Trustee and the Trust
Administrator shall not be liable except for the performance of such duties
and
obligations as are specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this Agreement against the Trustee
or the Trust Administrator and, in the absence of bad faith on the part of
the
Trustee or the Trust Administrator, as applicable, the Trustee or the Trust
Administrator, as applicable, may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee or the Trust Administrator,
as
the case may be, and conforming to the requirements of this
Agreement;
(ii) Neither
the Trustee nor the Trust Administrator shall be personally liable for an error
of judgment made in good faith by a Responsible Officer of the Trustee or the
Trust Administrator, as applicable, unless it shall be proved that the Trustee
or the Trust Administrator, as the case may be, was negligent in ascertaining
the pertinent facts;
(iii) Neither
the Trustee nor the Trust Administrator shall be personally liable with respect
to any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the NIMS Insurer or the Holders of Certificates
evidencing not less than 51% of the Voting Rights relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or the Trust Administrator, as applicable, or exercising or omitting to exercise
any trust or power conferred upon the Trustee, under this Agreement;
and
(iv) The
Trustee shall not be required to take notice or be deemed to have notice or
knowledge of any default, Servicer Event of Default or Master Servicer Event
of
Default unless a Responsible Officer of the Trustee at the Corporate Trust
Office obtains actual knowledge of such failure or the Trustee receives written
notice of such failure from the Depositor, the Servicer or the Holders of
Certificates evidencing not less than 51% of the Voting Rights.
Neither
the Trustee nor the Trust Administrator shall be required to expend or risk
its
own funds or otherwise incur financial liability in the performance of any
of
its duties hereunder, or in the exercise of any of its rights or powers, if
there is reasonable ground for believing that the repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured
to
it, and none of the provisions contained in this Agreement shall in any event
require the Trustee to perform, or be responsible for the manner of performance
of, any of the obligations of the Master Servicer under this Agreement, except
during such time, if any, as the Trustee shall be the successor to, and be
vested with the rights, duties, powers and privileges of, the Master Servicer
in
accordance with the terms of this Agreement.
| SECTION 8.02. |
Certain
Matters Affecting the Trustee and the Trust
Administrator
|
(a) Except
as
otherwise provided in Section 8.01:
(i) Either
the Trustee or the Trust Administrator may request and rely upon, and shall
be
protected in acting or refraining from acting upon, any resolution, Officers’
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond
or
other paper or document reasonably believed by it to be genuine and to have
been
signed or presented by the proper party or parties, and the manner of obtaining
consents and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable regulations as the
Trustee or the Trust Administrator may prescribe;
(ii) Either
the Trustee or the Trust Administrator may consult with counsel and any Opinion
of Counsel shall be full and complete authorization and protection in respect
of
any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) Neither
the Trustee nor the Trust Administrator shall be under any obligation to
exercise any of the rights or powers vested in it by this Agreement, or to
institute, conduct or defend any litigation hereunder or in relation hereto,
at
the request, order or direction of any of the Certificateholders or the NIMS
Insurer, pursuant to the provisions of this Agreement, unless such
Certificateholders or the NIMS Insurer, as applicable, shall have offered to
the
Trustee or the Trust Administrator, as applicable, reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby; the right of the Trustee or the Trust Administrator to
perform any discretionary act enumerated in this Agreement shall not be
construed as a duty, and neither the Trustee nor the Trust Administrator shall
be answerable for other than its negligence or willful misconduct in the
performance of any such act; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of a Master Servicer Event
of
Default of which the Trustee has received written notice or of which a
Responsible Officer of the Trustee has actual knowledge (which has not been
cured or waived), to exercise such of the rights and powers vested in it by
this
Agreement, and to use the same degree of care and skill in their exercise,
as a
prudent person would exercise under the circumstances in the conduct of his
own
affairs;
(iv) Prior
to
the occurrence of a Servicer Event of Default or Master Servicer Event of
Default hereunder and after the curing or waiver of all Servicer Events of
Default or Master Servicer Events of Termination which may have occurred,
neither the Trustee nor the Trust Administrator shall be personally liable
for
any action taken, suffered or omitted by it in good faith and believed by it
to
be authorized or within the discretion or rights or powers conferred upon it
by
this Agreement;
(v) Prior
to
the occurrence of a Servicer Event of Default or Master Servicer Event of
Default and after the curing of all Servicer Events of Default or Master
Servicer Events of Termination which may have occurred, neither the Trustee
nor
the Trust Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper
or documents, unless requested in writing to do so by the NIMS Insurer or the
Holders of Certificates entitled to at least 25% of the Voting Rights; provided,
however, that if the payment within a reasonable time to the Trustee or the
Trust Administrator, as applicable, of the costs, expenses or liabilities likely
to be incurred by it in the making of such investigation is, in the opinion
of
the Trustee or the Trust Administrator, as applicable, not reasonably assured
to
the Trustee or the Trust Administrator, as applicable, by the security afforded
to it by the terms of this Agreement, the Trustee or the Trust Administrator,
as
applicable, may require reasonable indemnity against such cost, expense or
liability as a condition to such proceeding; and
(vi) Either
the Trustee or the Trust Administrator may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys, custodians or nominees.
(b) All
rights of action under this Agreement or under any of the Certificates,
enforceable by the Trustee, may be enforced by it without the possession of
any
of the Certificates, or the production thereof at the trial or other proceeding
relating thereto, and any such suit, action or proceeding instituted by the
Trustee shall be brought in its name for the benefit of all the Holders of
such
Certificates, subject to the provisions of this Agreement.
| SECTION 8.03. |
Neither
Trustee nor Trust Administrator Liable for Certificates or Mortgage
Loans.
|
The
recitals contained herein and in the Certificates (other than the signature
of
the Trust Administrator, the authentication of the Trust Administrator on the
Certificates, the acknowledgments of the Trustee contained in Article II and
the
representations and warranties of the Trustee and the Trust Administrator in
Section 8.13) shall be taken as the statements of the Depositor and neither
the Trustee nor the Trust Administrator assumes any responsibility for their
correctness. Neither the Trustee nor the Trust Administrator makes any
representations or warranties as to the validity or sufficiency of this
Agreement (other than as specifically set forth in Section 8.12) or of the
Certificates (other than the signature of the Trust Administrator and
authentication of the Trust Administrator on the Certificates) or of any
Mortgage Loan or related document. Neither the Trustee nor the Trust
Administrator shall be accountable for the use or application by the Depositor
of any of the Certificates or of the proceeds of such Certificates, or for
the
use or application of any funds paid to the Depositor, the Servicer or the
Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn
from the Collection Account by the Servicer or the Distribution Account by
the
Master Servicer.
| SECTION 8.04. |
Trustee
and Trust Administrator May Own
Certificates.
|
Each
of
the Trustee and the Trust Administrator in its individual capacity or any other
capacity may become the owner or pledgee of Certificates with the same rights
it
would have if it were not Trustee or Trust Administrator, as applicable. Each
of
the Trustee and the Trust Administrator in its individual capacity or any other
capacity may transact any banking and trust business with the Originator, the
Servicer, the Depositor or their Affiliates.
| SECTION 8.05. |
Trust
Administrator’s and Trustee’s Fees and
Expenses.
|
On
each
Distribution Date, the Trust Administrator shall be entitled to compensation
as
separately agreed with the Master Servicer. The annual fees of the Trustee
hereunder and of the Custodian shall be paid in accordance with side letter
agreements with the Trust Administrator and at the sole expense of the Trust
Administrator. The Trustee, the Trust Administrator or any director, officer,
employee or agent of any of them, shall be indemnified by the Trust Fund and
held harmless against any loss, liability or expense (not including expenses
and
disbursements incurred or made by the Trustee or the Trust Administrator,
including the compensation and the expenses and disbursements of its agents
and
counsel, in the ordinary course of the Trustee’s or the Trust Administrator’s
performance in accordance with the provisions of this Agreement) incurred by
the
Trustee or by the Trust Administrator arising out of or in connection with
the
acceptance or administration of the obligations and duties of the Trustee or
the
Trust Administrator under this Agreement, other than any loss, liability or
expense (i) resulting from a breach of the Servicer’s or the Master Servicer’s
obligations and duties under this Agreement for which the Trustee or the Trust
Administrator, as applicable, is indemnified under this Agreement or (ii) any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence of the Trustee or of the Trust Administrator, as applicable,
in
the performance of its duties hereunder or by reason of the Trustee’s or the
Trust Administrator’s, as applicable, reckless disregard of obligations and
duties hereunder or as a result of a breach of the Trustee’s or the Trust
Administrator’s, as applicable, obligations under Article X hereof. Any amounts
payable to the Trustee, the Trust Administrator or any director, officer,
employee or agent of the Trustee or the Trust Administrator, in respect of
the
indemnification provided by this Section 8.05, or pursuant to any other
right of reimbursement from the Trust Fund that the Trustee, the Trust
Administrator or any director, officer, employee or agent of the Trustee or
the
Trust Administrator, may have hereunder in its capacity as such, may be
withdrawn by the Trust Administrator for payment to the applicable indemnified
Person from the Distribution Account at any time. The foregoing indemnity shall
survive the resignation or removal of the Trustee or the Trust
Administrator.
| SECTION 8.06. |
Eligibility
Requirements for Trustee and Trust
Administrator.
|
Each
of
the Trustee and the Trust Administrator hereunder shall at all times be an
entity duly organized and validly existing under the laws of the United States
of America or any state thereof, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authority. If such entity publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 8.06, the combined capital
and surplus of such entity shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. The
principal offices of each of the Trustee and the Trust Administrator (other
than
the initial Trustee and initial Trust Administrator) shall be in a state with
respect to which an Opinion of Counsel has been delivered to such Trustee or
Trust Administrator, as applicable, at the time such Trustee or Trust
Administrator, as applicable, is appointed Trustee or Trust Administrator,
as
applicable, to the effect that the Trust will not be a taxable entity under
the
laws of such state. In case at any time the Trustee or the Trust Administrator
shall cease to be eligible in accordance with the provisions of this
Section 8.06, the Trustee or the Trust Administrator, as applicable, shall
resign immediately in the manner and with the effect specified in
Section 8.07.
| SECTION 8.07. |
Resignation
and Removal of the Trustee or Trust
Administrator.
|
The
Trustee or the Trust Administrator may at any time resign and be discharged
from
the trusts hereby created by giving written notice thereof to the Depositor,
the
NIMS Insurer, the Servicer, the Master Servicer, each Rating Agency and, if
the
Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator
is resigning, to the Trustee. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor Trustee or Trust Administrator,
(which may be the same Person in the event both the Trustee and the Trust
Administrator resign or are removed) acceptable to the NIMS Insurer by written
instrument, in duplicate, one copy of which instrument shall be delivered to
the
resigning Trustee or Trust Administrator, as applicable, and one copy to the
successor Trustee or Trust Administrator. If no successor Trustee or Trust
Administrator, as applicable, shall have been so appointed and having accepted
appointment within 30 days after the giving of such notice of resignation,
the
resigning Trustee or Trust Administrator may petition any court of competent
jurisdiction for the appointment of a successor Trustee or Trust Administrator,
as applicable.
If
the
Trust Administrator and the Master Servicer are the same entity, then at any
time the Trust Administrator resigns or is removed as Trust Administrator,
the
Master Servicer shall also be removed hereunder.
If
at any
time the Trustee or the Trust Administrator shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign
after written request therefor by the Depositor or the NIMS Insurer (or in
the
case of the Trust Administrator, the Trustee), or if at any time the Trustee
or
the Trust Administrator shall be legally unable to act, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then
the
Depositor, the NIMS Insurer, the Servicer or the Master Servicer may remove
the
Trustee or the Trust Administrator, as applicable. If the Depositor, the
Servicer or the Master Servicer removes the Trustee or the Trust Administrator
under the authority of the immediately preceding sentence, the Depositor shall
promptly appoint a successor Trustee or Trust Administrator, as applicable,
acceptable to the NIMS Insurer, by written instrument, in duplicate, one copy
of
which instrument shall be delivered to the Trustee or Trust Administrator so
removed and one copy to the successor Trustee or Trust
Administrator.
The
Holders of Certificates entitled to at least 51% of the Voting Rights (or the
NIMS Insurer upon failure of the Trustee to perform its obligations hereunder)
may at any time remove the Trustee or the Trust Administrator and appoint a
successor trustee acceptable to the NIMS Insurer, by written instrument or
instruments, in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to
the
Depositor, one complete set to the Trustee or Trust Administrator so removed
and
one complete set to the successor so appointed. A copy of such instrument shall
be delivered to the Certificateholders, the Servicer and the Master Servicer
by
the Depositor.
The
Trust
Administrator (i) may not be the Originator, the Servicer, the Depositor or
an
affiliate of the Depositor unless the Trust Administrator is an institutional
trust department, (ii) must be authorized to exercise corporate trust powers
under the laws of its jurisdiction of organization, and (iii) must be rated
at
least “A/F1” by Fitch Ratings Inc. (“Fitch”), if Fitch is a Rating Agency, or
the equivalent rating by S&P or Xxxxx’x, or such other rating as is
acceptable to Fitch as evidenced by a Rating Agency confirmation. If no
successor Trust Administrator shall have been appointed and shall have accepted
appointment within 60 days after the Trust Administrator ceases to be the Trust
Administrator pursuant to this Section 8.07, then the Trustee shall perform
the duties of the Trust Administrator pursuant to this Agreement. The Trustee
shall notify the Rating Agencies of any change of Trust
Administrator.
Any
resignation or removal of the Trustee or Trust Administrator and appointment
of
a successor Trustee or Trust Administrator pursuant to any of the provisions
of
this Section shall not become effective until acceptance of appointment by
the successor trustee as provided in Section 8.08.
Notwithstanding
anything to the contrary contained herein, the Master Servicer and the Trust
Administrator shall at all times be the same Person.
| SECTION 8.08. |
Successor
Trustee or Trust Administrator.
|
Any
successor Trustee or Trust Administrator appointed as provided in
Section 8.07 shall execute, acknowledge and deliver to the Depositor, the
NIMS Insurer, the Servicer, the Master Servicer and to its predecessor Trustee
or Trust Administrator an instrument accepting such appointment hereunder,
and
thereupon the resignation or removal of the predecessor Trustee or Trust
Administrator shall become effective, and such successor Trustee or Trust
Administrator, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as Trustee or Trust
Administrator. The Depositor and the predecessor Trustee or Trust Administrator
shall execute and deliver such instruments and do such other things as may
reasonably be required for fully and certainly vesting and confirming in the
successor Trustee or Trust Administrator all such rights, powers, duties and
obligations.
No
successor Trustee or Trust Administrator shall accept appointment as provided
in
this Section 8.08 unless at the time of such acceptance such successor
Trustee or Trust Administrator shall be eligible under the provisions of
Section 8.06 and the appointment of such successor Trustee or Trust
Administrator shall not result in a downgrading of the Regular Certificates
by
any Rating Agency, as evidenced by a letter from each Rating
Agency.
Upon
acceptance of appointment by a successor Trustee or Trust Administrator as
provided in this Section 8.08, the successor Trustee or Trust Administrator
shall mail notice of the appointment of a successor Trustee or Trust
Administrator hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register and to each Rating Agency.
| SECTION 8.09. |
Merger
or Consolidation of Trustee or Trust
Administrator.
|
Any
entity into which the Trustee or the Trust Administrator may be merged or
converted or with which it may be consolidated, or any entity resulting from
any
merger, conversion or consolidation to which the Trustee or the Trust
Administrator shall be a party, or any entity succeeding to the business of
the
Trustee or Trust Administrator, shall be the successor of the Trustee or the
Trust Administrator hereunder, as applicable, provided such entity shall be
eligible under the provisions of Section 8.06 and 8.08, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
| SECTION 8.10. |
Appointment
of Co-Trustee or Separate Trustee.
|
Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of REMIC I or property
securing the same may at the time be located, the Trustee shall have the power
and shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee and the NIMS Insurer to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of REMIC I, and to vest in such Person or Persons, in such
capacity, such title to REMIC I, or any part thereof, and, subject to the other
provisions of this Section 8.10, such powers, duties, obligations, rights
and trusts as the Trustee may consider necessary or desirable. Any such
co-trustee or separate trustee shall be subject to the written approval of
the
NIMS Insurer. If the NIMS Insurer shall not have joined in such appointment
within 15 days after the receipt by it of a request to do so, the Trustee alone
shall have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
be
required under Section 8.08 hereof.
In
the
case of any appointment of a co-trustee or separate trustee pursuant to this
Section 8.10 all rights, powers, duties and obligations conferred or
imposed upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly, except
to the extent that under any law of any jurisdiction in which any particular
act
or acts are to be performed by the Trustee (whether as Trustee hereunder or
as
successor to a defaulting Master Servicer hereunder), the Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to REMIC
I or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the direction of the
Trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of this Article
VIII. Each separate trustee and co-trustee, upon its acceptance of the trust
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee, or separately,
as
may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to
the
NIMS Insurer.
Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee or co-trustee.
| SECTION 8.11. |
Appointment
of Office or Agency; Appointment of
Custodian.
|
The
Trust
Administrator will appoint an office or agency in the City of Minneapolis,
Minnesota where the Certificates may be surrendered for registration of transfer
or exchange, and presented for final distribution, and where notices and demands
to or upon the Trust Administrator in respect of the Certificates and this
Agreement may be served.
The
Trustee may, with the consent of the Depositor, the Servicer, the Master
Servicer and the NIMS Insurer, appoint a Custodian pursuant to a Custodial
Agreement to hold all or a portion of the Mortgage Files as agent for the
Trustee. The appointment of the Custodian may at any time be terminated pursuant
to the Custodial Agreement and a substitute Custodian appointed therefor upon
the reasonable request of the Servicer, the Master Servicer or the NIMS Insurer
to the Trustee, the consent to which shall not be unreasonably withheld.
Deutsche
Bank National Trust Company is hereby appointed as the Custodian,
and the
Depositor, the Servicer and the Master Servicer each consent to such
appointment. Subject to Article VIII hereof, the Trustee agrees to comply with
the terms of the Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian, if applicable, for the benefit of the
Certificateholders having an interest in any Mortgage File held by the
Custodian. The Custodian shall be a depository institution or trust company
subject to supervision by federal or state authority, shall have combined
capital and surplus of at least $10,000,000 and shall be qualified to do
business in the jurisdiction in which it holds any Mortgage File. Subject to
Section 8.02(a) and Section 2.02, in no event shall the appointment of the
Custodian pursuant to the Custodial Agreement diminish the obligations of the
Trustee hereunder.
| SECTION 8.12. |
Representations
and Warranties.
|
Each
of
the Trustee and the Trust Administrator hereby represents and warrants to the
Servicer, the Master Servicer and the Depositor, as of the Closing Date,
that:
(i) It
is a
national banking association duly organized, validly existing and in good
standing under the laws of the United States of America.
(ii) The
execution and delivery of this Agreement by it, and the performance and
compliance with the terms of this Agreement by it, will not violate its articles
of association or bylaws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in
the
breach of, any material agreement or other instrument to which it is a party
or
which is applicable to it or any of its assets.
(iii) It
has
the full power and authority to enter into and consummate all transactions
contemplated by this Agreement, has duly authorized the execution, delivery
and
performance of this Agreement, and has duly executed and delivered this
Agreement.
(iv) This
Agreement, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid, legal and binding obligation of it,
enforceable against it in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, receivership, reorganization, moratorium
and
other laws affecting the enforcement of creditors’ rights generally, and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) It
is not
in violation of, and its execution and delivery of this Agreement and its
performance and compliance with the terms of this Agreement will not constitute
a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in its good faith and reasonable
judgment, is likely to affect materially and adversely either the ability of
it
to perform its obligations under this Agreement or its financial
condition.
(vi) No
litigation is pending or, to the best of its knowledge, threatened against
it,
which would prohibit it from entering into this Agreement or, in its good faith
reasonable judgment, is likely to materially and adversely affect either the
ability of it to perform its obligations under this Agreement or its financial
condition.
ARTICLE
IX
TERMINATION
| SECTION 9.01. |
Termination
Upon Repurchase or Liquidation of All Mortgage
Loans.
|
(a) Subject
to Section 9.02, the respective obligations and responsibilities under this
Agreement of the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee (other than the indemnification obligations of
the
Servicer and the Master Servicer pursuant to Section 6.03 and of the
Servicer to make remittances to the Trust Administrator and the Trust
Administrator to make payments in respect of the REMIC I Regular Interests
and
the Classes of Certificates as hereinafter set forth) shall terminate upon
payment to the Certificateholders and the deposit of all amounts held by or
on
behalf of the Trust Administrator and required hereunder to be so paid or
deposited on the Distribution Date coinciding with or following the earlier
to
occur of (i) the purchase by the Terminator (as defined below) of all Mortgage
Loans and each REO Property remaining in REMIC I and (ii) the final payment
or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan or REO Property remaining in REMIC I; provided, however, that in no event
shall the trust created hereby continue beyond the earlier of (i) the expiration
of 21 years from the death of the last survivor of the descendants of Xxxxxx
X.
Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx,
living on the date hereof and (ii) the Latest Possible Maturity Date as defined
in the Preliminary Statement. Subject to Section 3.10 hereof, the purchase
by the Terminator of all Mortgage Loans and each REO Property remaining in
REMIC
I shall be at a price (the “Termination Price”) equal to the greater of (i) the
Stated Principal Balance of the Mortgage Loans and the appraised value of any
REO Properties, such appraisal to be conducted by an Independent appraiser
mutually agreed upon by the Terminator and the Trust Administrator in their
reasonable discretion and (ii) the fair market value of all of the assets of
REMIC I (as determined by the Terminator and the Trust Administrator, as of
the
close of business on the third Business Day next preceding the date upon which
notice of any such termination is furnished to Certificateholders pursuant
to
clause (c) of this Section 9.01) in each case, plus accrued and unpaid
interest thereon at the weighted average of the Mortgage Rates through the
end
of the Due Period preceding the final Distribution Date plus unreimbursed
Advances, Servicing Advances and any unpaid Servicing Fees allocable to such
Mortgage Loans and REO Properties and any other amounts owed to the Servicer,
the Master Servicer, the Trust Administrator or the Trustee under this
Agreement, any accrued and unpaid Net WAC Rate Carryover Amount and any Swap
Termination Payment payable to the Swap Provider then remaining unpaid or which
is due to the exercise of such option; provided, however, such option may only
be exercised if (i) the Termination Price is sufficient to pay all interest
accrued on, as well as amounts necessary to retire the principal balance of,
each class of notes issued pursuant to the Indenture and any remaining amounts
owed to the trustee under the Indenture and the NIMS Insurer on the date such
notes are retired and (ii) the fair market value of the Mortgage Loans and
REO
Properties determined as described above is at least equal to the Stated
Principal Balance of the Mortgage Loans (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and the appraised value of the REO
Properties.
(b) The
majority holder of the Class CE Certificates (so long as such Holder is not
the
Seller or an affiliate of the Seller), or if such majority holder fails to
exercise such right, the Master Servicer, or if the Master Servicer fails to
exercise such right, the Servicer or the NIMS Insurer, in that order, shall
have
the right (the party exercising such right, the “Terminator”), to purchase all
of the Mortgage Loans and each REO Property remaining in REMIC I pursuant to
clause (i) of the preceding paragraph no later than the Determination Date
in
the month immediately preceding the Distribution Date on which the Certificates
will be retired; provided, however, that the Terminator may elect to purchase
all of the Mortgage Loans and each REO Property remaining in REMIC I pursuant
to
clause (i) above only if the aggregate Stated Principal Balance of the Mortgage
Loans and each REO Property remaining in the Trust Fund at the time of such
election is equal to or less than 10% of the aggregate Stated Principal Balance
of the Mortgage Loans as of the Cut-off Date. By acceptance of the Residual
Certificates, the Holder of the Residual Certificates agrees for so long as
any
notes insured by the NIMS Insurer and secured by all or a portion of the Class
CE, Class P, Class R or Class R-X Certificates are outstanding, in connection
with any termination hereunder, to assign and transfer any amounts in excess
of
par, and to the extent received in respect of such termination, to pay any
such
amounts to the Holders of the Class CE Certificates.
In
connection with any termination pursuant to this Section 9.01(b):
(i) At
least
twenty (20) days prior to the latest date on which notice of such optional
termination is required to be mailed to the Certificateholders pursuant to
Section 9.01(c), the Terminator shall notify in writing (which may be done
in
electronic format) the Swap Provider of the final Distribution Date on which
the
Terminator intends to terminate the Trust Fund;
(ii) No
later
than 4:00 pm (New York City time) four (4) Business Days prior to the final
Distribution Date specified in the notices required pursuant to Sections
9.01(c), the Trust Administrator shall request from the Swap Provider the amount
of the Estimated Swap Termination Payment. The Swap Provider shall, no later
than 2:00 pm (New York City time) on the following Business Day, notify in
writing (which may be done in electronic format) the Trust Administrator of
the
amount of the Estimated Swap Termination Payment and the Trust Administrator
shall promptly on the same day notify the Terminator of the amount of the
Estimated Swap Termination Payment; and
(iii) Two
(2)
Business Days prior to the final Distribution Date specified in the notices
required pursuant to Sections 9.01(c), (x) the Terminator shall, no later than
1:00 pm (New York City time) on such day, deliver to the Trust Administrator
and
the Trust Administrator shall deposit funds in the Distribution Account in
an
amount equal to the Termination Price (which shall be based on the Estimated
Swap Termination Payment), and (y) if the Trust Administrator shall have
determined that the all of the requirements for Optional Termination have been
met, including without limitation the deposit required pursuant to the
immediately preceding clause (x) as well as the requirements specified in
Section 9.01(c), then the Trust Administrator shall, on the same Business Day,
provide written notice to the Terminator and the Swap Provider confirming (a)
its receipt of the Termination Price (which shall be based on the Estimated
Swap
Termination Payment), and (b) that all other requirements of the Optional
Termination have been met (the “Optional Termination Notice”). Upon the delivery
of the Optional Termination Notice by the Trust Administrator pursuant to the
preceding sentence, (i) the optional termination shall become irrevocable,
(ii)
the notice to Certificateholders of such optional termination provided pursuant
to Section 9.01(c) shall become unrescindable, (iii) the Swap Provider shall
determine the Swap Termination Payment in accordance with the Interest Rate
Swap
Agreement (which shall not exceed the Estimated Swap Termination Payment),
and
(iv) the Swap Provider shall provide to the Trust Administrator written notice
of the amount of the Swap Termination Payment not later than one (1) Business
Day prior to the final Distribution Date specified in the notices required
pursuant to Sections 9.01(c). Any funds received by the Trust Administrator
representing the excess of the Estimated Swap Termination Payment and the Swap
Termination Payment shall be returned to the Terminator.
(c) Notice
of
the liquidation of the Certificates shall be given promptly by the Trust
Administrator by letter to Certificateholders, the Swap Provider and the NIMS
Insurer mailed (a) in the event such notice is given in connection with the
purchase of the Mortgage Loans and each REO Property by the Terminator, not
earlier than the 10th
day and
not later than the 20th
day of
the month next preceding the month of the final distribution on the Certificates
or (b) otherwise during the month of such final distribution on or before the
Determination Date in such month, in each case specifying (i) the Distribution
Date upon which the Trust Fund will terminate and the final payment in respect
of the REMIC I Regular Interests and the Certificates will be made upon
presentation and surrender of the related Certificates at the office of the
Trust Administrator therein designated, (ii) the amount of any such final
payment, (iii) that no interest shall accrue in respect of the REMIC I Regular
Interests or the Certificates from and after the Accrual Period relating to
the
final Distribution Date therefor and (iv) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made
only
upon presentation and surrender of the Certificates at the office of the Trust
Administrator. In the event such notice is given in connection with the purchase
of all of the Mortgage Loans and each REO Property remaining in REMIC I by
the
Terminator, the Terminator shall deliver to the Trust Administrator for deposit
in the Distribution Account not later than the last Business Day of the month
next preceding the month of the final distribution on the Certificates an amount
in immediately available funds equal to the Termination Price. The Trust
Administrator shall remit to the Servicer from such funds deposited in the
Distribution Account (i) any amounts which the Servicer would be permitted
to
withdraw and retain from the Collection Account pursuant to Section 3.11 and
(ii) any other amounts otherwise payable by the Trust Administrator to the
Servicer from amounts on deposit in the Distribution Account pursuant to the
terms of this Agreement, in each case prior to making any final distributions
pursuant to Section 9.01(d) below. Upon certification to the Trustee and the
Trust Administrator by the Terminator of the making of such final deposit,
the
Trust Administrator shall promptly release to the Terminator the Mortgage Files
for the remaining Mortgage Loans, and the Trustee shall execute all assignments,
endorsements and other instruments necessary to effectuate such
transfer.
(d) Upon
presentation of the Certificates by the Certificateholders on the final
Distribution Date, the Trust Administrator shall distribute to each
Certificateholder so presenting and surrendering its Certificates the amount
otherwise distributable on such Distribution Date in accordance with
Section 4.01 in respect of the Certificates so presented and surrendered.
Any funds not distributed to any Holder or Holders of Certificates being retired
on such Distribution Date because of the failure of such Holder or Holders
to
tender their Certificates shall, on such date, be set aside and held in trust
and credited to the account of the appropriate non-tendering Holder or Holders.
If any Certificates as to which notice has been given pursuant to this
Section 9.01 shall not have been surrendered for cancellation within six
months after the time specified in such notice, the Trust Administrator shall
mail a second notice to the remaining non-tendering Certificateholders to
surrender their Certificates for cancellation in order to receive the final
distribution with respect thereto. If within one year after the second
notice all such Certificates shall not have been surrendered for cancellation,
the Trust Administrator shall, directly or through an agent, mail a final notice
to the remaining non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining the funds in trust and
of
contacting such Certificateholders shall be paid out of the assets remaining
in
the Trust Fund. If within one year after the final notice any such Certificates
shall not have been surrendered for cancellation, the Trust Administrator shall
pay to UBS Securities LLC all such amounts, and all rights of non-tendering
Certificateholders in or to such amounts shall thereupon cease. No interest
shall accrue or be payable to any Certificateholder on any amount held in trust
by the Trust Administrator as a result of such Certificateholder’s failure to
surrender its Certificate(s) for final payment thereof in accordance with this
Section 9.01. Any such amounts held in trust by the Trust Administrator
shall be held in an Eligible Account and the Trust Administrator may direct
any
depository institution maintaining such account to invest the funds in one
or
more Permitted Investments. All income and gain realized from the investment
of
funds deposited in such accounts held in trust by the Trust Administrator shall
be for the benefit of the Trust Administrator; provided, however, that the
Trust
Administrator shall deposit in such account the amount of any loss of principal
incurred in respect of any such Permitted Investment made with funds in such
accounts immediately upon the realization of such loss.
Immediately
following the deposit of funds in trust hereunder in respect of the
Certificates, the Trust Fund shall terminate.
| SECTION 9.02. |
Additional
Termination Requirements.
|
(a) In
the
event that the Terminator purchases all the Mortgage Loans and each REO Property
or the final payment on or other liquidation of the last Mortgage Loan or REO
Property remaining in REMIC I pursuant to Section 9.01, the Trust Fund
shall be terminated in accordance with the following additional requirements,
unless the Trust Administrator and the Servicer have received an Opinion of
Counsel, which Opinion of Counsel shall be at the expense of the Terminator
(or
in connection with a termination resulting from the final payment on or other
liquidation of the last Mortgage Loan or REO Property remaining in REMIC I,
which Opinion of Counsel shall be at the expense of the person seeking
nonadherence to the following additional requirements but which in no event
shall be at the expense of the Trust Fund or, unless it is the person seeking
nonadherence to the following additional requirements, the Servicer or the
Trust
Administrator), to the effect that the failure of REMIC I to comply with such
additional requirements of this Section 9.02 will not (A) result in the
imposition on the Trust Fund of taxes on “prohibited transactions,” as described
in Section 860F of the Code, or (B) cause REMIC I to fail to qualify as a
REMIC at any time that any Certificate is outstanding:
(i) The
Trust
Administrator shall specify the first day in the 90-day liquidation period
in a
statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury
regulation Section 1.860F-1 and shall satisfy all requirements of a
qualified liquidation under Section 860F of the Code and any regulations
thereunder, as evidenced by an Opinion of Counsel obtained at the expense of
the
Terminator;
(ii) During
such 90-day liquidation period and, at or prior to the time of making of the
final payment on the Certificates, the Trustee shall sell all of the assets
of
REMIC I to the Terminator for cash; and
(iii) At
the
time of the making of the final payment on the Certificates, the Trust
Administrator shall distribute or credit, or cause to be distributed or
credited, to the Holders of the Residual Certificates all cash on hand in the
Trust Fund (other than cash retained to meet claims), and the Trust Fund shall
terminate at that time.
(b) At
the
expense of the Terminator, the Depositor shall prepare or cause to be prepared
the documentation required in connection with the adoption of a plan of
liquidation of each Trust REMIC pursuant to this Section 9.02.
(c) By
their
acceptance of Certificates, the Holders thereof hereby agree to authorize the
Trust Administrator to specify the 90-day liquidation period for each Trust
REMIC, which authorization shall be binding upon all successor
Certificateholders.
ARTICLE
X
REMIC
PROVISIONS
| SECTION 10.01. |
REMIC
Administration.
|
(a) The
Trustee shall elect to treat each Trust REMIC as a REMIC under the Code and,
if
necessary, under applicable state law. Each such election will be made by the
Trustee on Form 1066 or other appropriate federal tax or information return
or
any appropriate state return for the taxable year ending on the last day of
the
calendar year in which the Certificates are issued. For the purposes of the
REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be
designated as the Regular Interests in REMIC I and the Class R-I Interest shall
be designated as the Residual Interest in REMIC I. For the purposes of the
REMIC
election in respect of REMIC II, the REMIC II Regular Interests shall be
designated as the Regular Interests in REMIC II and the Class R-II Interest
shall be designated as the Residual Interest in REMIC II. The Class A
Certificates, the Mezzanine Certificates, the Class CE Interest, the Class
P
Interest and the Class Swap-IO shall be designated as the Regular Interests
in
REMIC III and the Class R-III Interest shall be designated as the Residual
Interest in REMIC III. The CE Certificates shall be designated as the Regular
Interests in REMIC IV and the Class R-IV Interest shall be designated as the
Residual Interest in REMIC IV. The Class P Certificates shall be designated
as
the Regular Interests in REMIC V and the Class R-V Interest shall be designated
as the Residual Interest in REMIC V. REMIC VI Regular Interest SWAP-IO shall
be
designated as the Regular Interests in REMIC VI and the Class R-VI Interest
shall be designated as the Residual Interest in REMIC VI. The Trustee shall not
permit the creation of any “interests” in any Trust REMIC (within the meaning of
Section 860G of the Code) other than the interests identified above as Regular
Interests or Residual Interests in REMIC I, REMIC II, REMIC III, REMIC IV,
REMIC
V and REMIC VI.
(b) The
Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
within the meaning of Section 860G(a)(9) of the Code.
(c) The
Trust
Administrator shall be reimbursed for any and all expenses relating to any
tax
audit of the Trust Fund (including, but not limited to, any professional fees
or
any administrative or judicial proceedings with respect to any Trust REMIC
that
involve the Internal Revenue Service or state tax authorities), including the
expense of obtaining any tax related Opinion of Counsel except as specified
herein. The Trust Administrator, as agent for each Trust REMIC’s tax matters
person shall (i) act on behalf of the Trust Fund in relation to any tax matter
or controversy involving any Trust REMIC and (ii) represent the Trust Fund
in
any administrative or judicial proceeding relating to an examination or audit
by
any governmental taxing authority with respect thereto. The holder of the
largest Percentage Interest of the Residual Certificates shall be designated,
in
the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury
Regulations Section 301.6231(a)(7)-1, as the tax matters person of the related
REMIC created hereunder. By their acceptance thereof, the holder of the largest
Percentage Interest of the Residual Certificates hereby agrees to irrevocably
appoint the Trust Administrator or an Affiliate as its agent to perform all
of
the duties of the tax matters person for the Trust Fund.
(d) The
Trust
Administrator shall prepare, sign and file all of the Tax Returns (including
Form 8811, which must be filed within 30 days following the Closing Date) in
respect of each Trust REMIC. The expenses of preparing and filing such returns
shall be borne by the Trust Administrator without any right of reimbursement
therefor.
(e) The
Trust
Administrator shall perform on behalf of each Trust REMIC all reporting and
other tax compliance duties that are the responsibility of such REMIC under
the
Code, the REMIC Provisions or other compliance guidance issued by the Internal
Revenue Service or any state or local taxing authority. Among its other duties,
as required by the Code, the REMIC Provisions or other such compliance guidance,
the Trust Administrator shall provide (i) to any Transferor of a Residual
Certificate such information as is necessary for the application of any tax
relating to the transfer of a Residual Certificate to any Person who is not
a
Permitted Transferee, (ii) to the Certificateholders such information or reports
as are required by the Code or the REMIC Provisions including reports relating
to interest, original issue discount and market discount or premium (using
the
Prepayment Assumption as required) and (iii) to the Internal Revenue Service
the
name, title, address and telephone number of the person who will serve as the
representative of each Trust REMIC. The Depositor shall provide or cause to
be
provided to the Trust Administrator, within ten (10) days after the Closing
Date, all information or data that the Trust Administrator reasonably determines
to be relevant for tax purposes as to the valuations and issue prices of the
Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flow of the Certificates.
(f) The
Trust
Administrator shall take such action and shall cause each Trust REMIC to take
such action as shall be necessary to create or maintain the status thereof
as a
REMIC under the REMIC Provisions. Neither the Trust Administrator nor the
Trustee shall take any action or cause the Trust Fund to take any action or
fail
to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of any Trust REMIC as a REMIC or (ii) result in the imposition of a
tax
upon the Trust Fund (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) (either
such event, an “Adverse REMIC Event”) unless the Trustee, the Trust
Administrator and the NIMS Insurer have received an Opinion of Counsel,
addressed to the Trustee, the NIMS Insurer and the Trust Administrator (at
the
expense of the party seeking to take such action but in no event at the expense
of the Trustee or the Trust Administrator) to the effect that the contemplated
action will not, with respect to any Trust REMIC, endanger such status or result
in the imposition of such a tax, nor shall the Servicer take or fail to take
any
action (whether or not authorized hereunder) as to which the Trustee, the Trust
Administrator or the NIMS Insurer has advised it in writing that it has received
an Opinion of Counsel to the effect that an Adverse REMIC Event could occur
with
respect to such action; provided that the Servicer may conclusively rely on
such
Opinion of Counsel and shall incur no liability for its action or failure to
act
in accordance with such Opinion of Counsel. In addition, prior to taking any
action with respect to any Trust REMIC or the respective assets of each, or
causing any Trust REMIC to take any action, which is not contemplated under
the
terms of this Agreement, the Servicer will consult with the Trustee, the Trust
Administrator, the Master Servicer, the NIMS Insurer or their respective
designees, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to any Trust REMIC and the Servicer
shall not take any such action or cause any Trust REMIC to take any such action
as to which the Trustee, the Trust Administrator, the Master Servicer or the
NIMS Insurer has advised it in writing that an Adverse REMIC Event could occur;
provided that the Servicer may conclusively rely on such writing and shall
incur
no liability for its action or failure to act in accordance with such writing.
The Trustee, the Trust Administrator, the Master Servicer or the NIMS Insurer
may consult with counsel to make such written advice, and the cost of same
shall
be borne by the party seeking to take the action not permitted by this
Agreement, but in no event shall such cost be an expense of the Trustee, the
Trust Administrator or the Master Servicer. At all times as may be required
by
the Code, the Trust Administrator will ensure that substantially all of the
assets of REMIC I will consist of “qualified mortgages” as defined in
Section 860G(a)(3) of the Code and “permitted investments” as defined in
Section 860G(a)(5) of the Code, to the extent such obligations are within
the Trust Administrator’s control and not otherwise inconsistent with the terms
of this Agreement.
(g) In
the
event that any tax is imposed on “prohibited transactions” of any REMIC created
hereunder as defined in Section 860F(a)(2) of the Code, on the “net income
from foreclosure property” of such REMIC as defined in Section 860G(c) of
the Code, on any contributions to any such REMIC after the Startup Day therefor
pursuant to Section 860G(d) of the Code, or any other tax is imposed by the
Code or any applicable provisions of state or local tax laws, such tax shall
be
charged (i) to the Trust Administrator pursuant to Section 10.03 hereof, if
such tax arises out of or results from a breach by the Trust Administrator
of
any of its obligations under this Article X, (ii) to the Trustee pursuant to
Section 10.03 hereof, if such tax arises out of or results from a breach by
the Trustee of any of its obligations under this Article X, (iii) to the Master
Servicer pursuant to Section 10.03 hereof, if such tax arises out of or
results from a breach by the Master Servicer of any of its obligations under
Article III or this Article X, (iv) to the Servicer pursuant to
Section 10.03 hereof, if such tax arises out of or results from a breach by
the Master Servicer of any of its obligations under Article III or this Article
X or (v) against amounts on deposit in the Distribution Account and shall be
paid by withdrawal therefrom.
(h) [Reserved].
(i) The
Trust
Administrator shall, for federal income tax purposes, maintain books and records
with respect to each Trust REMIC on a calendar year and on an accrual
basis.
(j) Following
the Startup Day, none of the Servicer, the Master Servicer, the Trust
Administrator or the Trustee shall accept any contributions of assets to any
Trust REMIC other than in connection with any Qualified Substitute Mortgage
Loan
delivered in accordance with Section 2.03 unless it shall have received an
Opinion of Counsel to the effect that the inclusion of such assets in the Trust
Fund will not cause the related REMIC to fail to qualify as a REMIC at any
time
that any Certificates are outstanding or subject such REMIC to any tax under
the
REMIC Provisions or other applicable provisions of federal, state and local
law
or ordinances.
(k) None
of
the Trustee, the Trust Administrator, the Servicer or the Master Servicer shall
enter into any arrangement by which any Trust REMIC will receive a fee or other
compensation for services nor permit either REMIC to receive any income from
assets other than “qualified mortgages” as defined in Section 860G(a)(3) of
the Code or “permitted investments” as defined in Section 860G(a)(5) of the
Code.
| SECTION 10.02. |
Prohibited
Transactions and Activities.
|
None
of
the Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee shall sell, dispose of or substitute for any of the Mortgage Loans
(except in connection with (i) the foreclosure of a Mortgage Loan, including
but
not limited to, the acquisition or sale of a Mortgaged Property acquired by
deed
in lieu of foreclosure, (ii) the bankruptcy of REMIC I, (iii) the termination
of
REMIC I pursuant to Article IX of this Agreement, (iv) a substitution pursuant
to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant
to
Article II or III of this Agreement), nor acquire any assets for any Trust
REMIC
(other than REO Property acquired in respect of a defaulted Mortgage Loan),
nor
sell or dispose of any investments in the Collection Account or the Distribution
Account for gain, nor accept any contributions to any Trust REMIC after the
Closing Date (other than a Qualified Substitute Mortgage Loan delivered in
accordance with Section 2.03), unless it has received an Opinion of
Counsel, addressed to the Trustee, the Trust Administrator and the NIMS Insurer
(at the expense of the party seeking to cause such sale, disposition,
substitution, acquisition or contribution but in no event at the expense of
the
Trustee or the Trust Administrator) that such sale, disposition, substitution,
acquisition or contribution will not (a) affect adversely the status of any
Trust REMIC as a REMIC or (b) cause any Trust REMIC to be subject to a tax
on
“prohibited transactions” or “contributions” pursuant to the REMIC
Provisions.
| SECTION 10.03. |
Servicer,
Master Servicer and Trustee
Indemnification.
|
(a) In
the
event that any Trust REMIC fails to qualify as a REMIC, loses its status as
a
REMIC, or incurs federal, state or local taxes as a result of a prohibited
transaction or prohibited contribution under the REMIC Provisions due to (i)
the
negligent performance by the Trustee or the Trust Administrator of its duties
and obligations set forth herein or (ii) any state, local or franchise taxes
imposed upon the Trust Fund as a result of the location of the Trustee or the
Trust Administrator or any co-trustee, the Trustee or the Trust Administrator,
as applicable, shall indemnify the NIMS Insurer, the Servicer, the Master
Servicer and the Trust Fund against any and all Losses resulting from such
negligence, including, without limitation, any reasonable attorneys’ fees
imposed on or incurred as a result of a breach of the Trustee’s or the Trust
Administrator’s, as applicable, or any co-trustee’s covenants; provided,
however,
that
the Trustee or the Trust Administrator, as applicable, shall not be liable
for
any such Losses attributable to the action or inaction of the Servicer, the
Master Servicer, the Depositor or the Holder of such Residual Certificate,
as
applicable, nor for any such Losses resulting from misinformation provided
by
the Holder of such Residual Certificate on which the Trustee or the Trust
Administrator, as applicable, has relied. The foregoing shall not be deemed
to
limit or restrict the rights and remedies of the Holder of such Residual
Certificate now or hereafter existing at law or in equity. Notwithstanding
the
foregoing, however, in no event shall the Trustee or the Trust Administrator,
as
applicable, have any liability (1) for any action or omission that is taken
in
accordance with and in compliance with the express terms of, or which is
expressly permitted by the terms of, this Agreement, (2) for any Losses other
than arising out of a negligent performance by the Trustee or the Trust
Administrator, as applicable, of its duties and obligations set forth herein,
and (3) for any special or consequential damages to Certificateholders (in
addition to payment of principal and interest on the Certificates).
(b) In
the
event that any Trust REMIC fails to qualify as a REMIC, loses its status as
a
REMIC, or incurs federal, state or local taxes as a result of a prohibited
transaction or prohibited contribution under the REMIC Provisions due to the
negligent performance by the Master Servicer of its duties and obligations
set
forth herein, the Master Servicer shall indemnify the NIMS Insurer, the
Servicer, the Trustee, the Trust Administrator and the Trust Fund against any
and all losses, claims, damages, liabilities or expenses (“Losses”) resulting
from such negligence, including, without limitation, any reasonable attorneys’
fees imposed on or incurred as a result of a breach of the Master Servicer’s
covenants; provided,
however,
that
the Master Servicer shall not be liable for any such Losses attributable to
the
action or inaction of the Trustee, the Trust Administrator, the Servicer, the
Depositor or the Holder of such Residual Certificate, as applicable, nor for
any
such Losses resulting from misinformation provided by the Holder of such
Residual Certificate on which the Master Servicer has relied. The foregoing
shall not be deemed to limit or restrict the rights and remedies of the Holder
of such Residual Certificate now or hereafter existing at law or in equity.
Notwithstanding the foregoing, however, in no event shall the Master Servicer
have any liability (1) for any action or omission that is taken in accordance
with and in compliance with the express terms of, or which is expressly
permitted by the terms of, this Agreement, (2) for any Losses other than arising
out of a negligent performance by the Master Servicer of its duties and
obligations set forth herein, and (3) for any special or consequential damages
to Certificateholders (in addition to payment of principal and interest on
the
Certificates).
(c) In
the
event that any Trust REMIC fails to qualify as a REMIC, loses its status as
a
REMIC, or incurs federal, state or local taxes as a result of a prohibited
transaction or prohibited contribution under the REMIC Provisions due to (i)
the
negligent performance by the Servicer of its duties and obligations set forth
herein or (ii) any state, local or franchise taxes imposed upon the Trust Fund
as a result of the location of the Servicer or any sub-servicer, the Servicer
shall indemnify the NIMS Insurer, the Master Servicer, the Trustee, the Trust
Administrator and the Trust Fund against any and all losses, claims, damages,
liabilities or expenses (“Losses”) resulting from such negligence, including,
without limitation, any reasonable attorneys’ fees imposed on or incurred as a
result of a breach of the Servicer’s or any sub-servicer’s covenants;
provided,
however,
that
the Servicer shall not be liable for any such Losses attributable to the action
or inaction of the Master Servicer, the Trustee, the Trust Administrator, the
Depositor or the Holder of such Residual Certificate, as applicable, nor for
any
such Losses resulting from misinformation provided by the Holder of such
Residual Certificate on which the Servicer has relied. The foregoing shall
not
be deemed to limit or restrict the rights and remedies of the Holder of such
Residual Certificate now or hereafter existing at law or in equity.
Notwithstanding the foregoing, however, in no event shall the Servicer have
any
liability (1) for any action or omission that is taken in accordance with and
in
compliance with the express terms of, or which is expressly permitted by the
terms of, this Agreement, (2) for any Losses other than arising out of a
negligent performance by the Servicer of its duties and obligations set forth
herein, and (3) for any special or consequential damages to Certificateholders
(in addition to payment of principal and interest on the
Certificates).
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
| SECTION 11.01. |
Amendment.
|
This
Agreement may be amended from time to time by the Depositor, the Servicer,
the
Master Servicer, the Trust Administrator and the Trustee with the consent of
the
NIMS Insurer and without the consent of any of the Certificateholders, (i)
to
cure any ambiguity or defect, (ii) to correct, modify or supplement any
provisions herein (including to give effect to the expectations of
Certificateholders), or (iii) to make any other provisions with respect to
matters or questions arising under this Agreement which shall not be
inconsistent with the provisions of this Agreement, provided that such action
shall not adversely affect in any material respect the interests of any
Certificateholder as evidenced by either (i) an Opinion of Counsel delivered
to
the Servicer, the Master Servicer, the Trustee, the Trust Administrator and
the
NIMS Insurer or (ii) confirmation from the Rating Agencies, delivered to the
Servicer, the Master Servicer, the Trustee, the Trust Administrator and the
NIMS
Insurer, that such amendment will not result in the reduction or withdrawal
of
the rating of any outstanding Class of Certificates. No amendment shall be
deemed to adversely affect in any material respect the interests of any
Certificateholder who shall have consented thereto, and no Opinion of Counsel
shall be required to address the effect of any such amendment on any such
consenting Certificateholder.
This
Agreement may also be amended from time to time by the Depositor, the Servicer,
the Master Servicer, the Trust Administrator, the NIMS Insurer and the Trustee
with the consent of the NIMS Insurer and the Holders of Certificates entitled
to
at least 66% of the Voting Rights for the purpose of adding any provisions
to or
changing in any manner or eliminating any of the provisions of this Agreement
or
of modifying in any manner the rights of the Swap Provider or Holders of
Certificates; provided, however, that no such amendment shall (i) reduce in
any
manner the amount of, or delay the timing of, payments received on Mortgage
Loans which are required to be distributed on any Certificate without the
consent of the Holder of such Certificate, (ii) adversely affect in any material
respect the interests of the Swap Provider or Holders of any Class of
Certificates (as evidenced by either (i) an Opinion of Counsel delivered to
the
Trustee and the NIMS Insurer or (ii) confirmation from the Rating Agencies,
delivered to the Servicer, the Master Servicer, the Trustee and the NIMS
Insurer, that such action will not result in the reduction or withdrawal of
the
rating of any outstanding Class of Certificates) in a manner, other than as
described in (i), or (iii) modify the consents required by the immediately
preceding clauses (i) and (ii) without the consent of the Holders of all
Certificates then outstanding. Notwithstanding any other provision of this
Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 11.01, Certificates registered in the name of the Depositor,
the Servicer or the Master Servicer or any Affiliate thereof shall be entitled
to Voting Rights with respect to matters affecting such
Certificates.
Notwithstanding
any contrary provision of this Agreement, none of the Trustee, the Trust
Administrator or the NIMS Insurer shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel satisfactory
to the NIMS Insurer to the effect that such amendment will not result in the
imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions or
cause any Trust REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding.
Notwithstanding
any of the other provisions of this Section 11.01, none of the Depositor, the
Servicer, the Master Servicer, the Trust Administrator or the Trustee shall
enter into any amendment to Section 4.01(e), 4.08, Section 9.01, Section 11.09
or Section 11.10 of this Agreement or any other amendment which would adversely
affect in any material respect the Swap Provider’s rights under this Agreement
without the prior written consent of the Swap Provider (such consent shall
not
be unreasonably withheld or delayed).
Promptly
after the execution of any such amendment the Trust Administrator shall notify
each Certificateholder and make available to each Certificateholder and the
NIMS
Insurer a copy of such amendment.
It
shall
not be necessary for the consent of Certificateholders under this
Section 11.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof.
The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trust Administrator may prescribe.
The
cost
of any Opinion of Counsel to be delivered pursuant to this Section 11.01
shall be borne by the Person seeking the related amendment, but in no event
shall such Opinion of Counsel be an expense of the Trustee or the Trust
Administrator.
The
Trustee and the Trust Administrator may, but neither shall be obligated to
enter
into any amendment pursuant to this Section that affects its rights, duties
and immunities under this Agreement or otherwise.
| SECTION 11.02. |
Recordation
of Agreement; Counterparts.
|
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any or all of the properties subject
to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Servicer at the expense
of
the Certificateholders, but only upon direction of the Trustee or the Trust
Administrator accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same
instrument.
| SECTION 11.03. |
Limitation
on Rights of Certificateholders.
|
The
death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No
Certificateholder shall have any right to vote (except as expressly provided
for
herein) or in any manner otherwise control the operation and management of
the
Trust, or the obligations of the parties hereto, nor shall anything herein
set
forth, or contained in the terms of any of the Certificates, be construed so
as
to constitute the Certificateholders from time to time as partners or members
of
an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No
Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement, unless such Holder previously shall
have given to the Trustee a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
entitled to at least 25% of the Voting Rights shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name
as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to
be
incurred therein or thereby, and the Trustee, for 15 days after its receipt
of
such notice, request and offer of indemnity, shall have neglected or refused
to
institute any such action, suit or proceeding. It is understood and intended,
and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of
this
Agreement to affect, disturb or prejudice the rights of the Holders of any
other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the equal, ratable and common benefit
of
all Certificateholders. For the protection and enforcement of the provisions
of
this Section, each and every Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.
| SECTION 11.04. |
Governing
Law.
|
This
Agreement shall be construed in accordance with the laws of the State of New
York and the obligations, rights and remedies of the parties hereunder shall
be
determined in accordance with such laws.
| SECTION 11.05. |
Notices.
|
All
directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given when received if personally delivered at or
mailed by first class mail, postage prepaid, or by express delivery service
or
delivered in any other manner specified herein, to (a) in the case of the
Depositor, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Legal (telecopy number (000) 000-0000), or such other address or telecopy number
as may hereafter be furnished to the Servicer, the Master Servicer, the Trust
Administrator, the NIMS Insurer and the Trustee in writing by the Depositor,
(b)
in the case of Ocwen Loan Servicing, LLC, 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxxxx
Xxxx, Xxxxx 000, Xxxx Xxxx Xxxxx, Xxxxxxx 00000, Attention: Secretary (telecopy
number: (000) 000-0000) or such other address or telecopy number as may
hereafter be furnished to the Depositor, the Master Servicer, the Trust
Administrator and the Trustee in writing by the Servicer (c) in the case of
the
Master Servicer or the Trust Administrator, Xxxxx Fargo Bank, N.A., X.X. Xxx
00,
Xxxxxxxx, Xxxxxxxx 00000, Attention: Client Manager-MASTR 2006-AM3 (telecopy
number (000) 000-0000), with a copy to Xxxxx Fargo Bank, N.A., 0000 Xxx
Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Client Manager-MASTR
2006-AM3 (telecopy number (000) 000-0000), with a copy to Xxxxx Fargo Bank,
N.A., Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: Client Xxxxxxx-XXXXX 0000-XX0, or such other address or telecopy
number as may hereafter be furnished to the Servicer, the Trustee, the NIMS
Insurer and the Depositor in writing by the Master Servicer, (d) in the case
of
the Trustee, 00 Xxxxxxxxxx Xxxxxx, XX-XX-XX0X, Xx. Xxxx, Xxxxxxxxx 00000,
Attention: Structured Finance/MASTR 2006-AM3 (telecopy number (000) 000-0000),
or such other address or telecopy number as may hereafter be furnished to the
Depositor, the Servicer, the NIMS Insurer, the Trust Administrator and the
Master Servicer in writing by the Trustee, or such other address or telecopy
number as may hereafter be furnished to the Master Servicer, the NIMS Insurer
and the Depositor in writing by the Trustee, (e) in the case of the Credit
Risk
Manager, Risk
Management Group, LLC, 00
Xxxxxxx Xxxxxx, Xxxxx 0, Xxxxxxxx,
Xxx Xxxx 00000,
Attention: Xxxxxxx Xxxxxx, Managing Member, telecopy number (000)
000-0000
or such
other address or telecopy number as may hereafter be furnished to the Depositor,
the Servicer, the Trustee and the NIMS Insurer and (f) in the case of the NIMS
Insurer, if any, the address set forth in the Indenture, or such other address
or telecopy number as may hereafter be furnished to the Master Servicer, the
Trust Administrator, the Depositor and the Trustee in writing by the NIMS
Insurer. Any notice required or permitted to be given to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given when mailed, whether or not the Certificateholder receives such
notice. A copy of any notice required to be telecopied hereunder also shall
be
mailed to the appropriate party in the manner set forth above.
| SECTION 11.06. |
Severability
of Provisions.
|
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
| SECTION 11.07. |
Notice
to Rating Agencies and the NIMS
Insurer.
|
The
Trust
Administrator shall use its best efforts promptly to provide notice to the
Rating Agencies and the NIMS Insurer with respect to each of the following
of
which it has actual knowledge:
(1) Any
material change or amendment to this Agreement;
(2) The
occurrence of any Servicer Event of Default or Master Servicer Event of Default
that has not been cured or waived;
(3) The
resignation or termination of the Master Servicer, the Trust Administrator
or
the Trustee;
(4) The
repurchase or substitution of Mortgage Loans pursuant to or as contemplated
by
Section 2.03;
(5) The
final
payment to the Holders of any Class of Certificates;
(6) Any
change in the location of the Collection Account or the Distribution
Account;
(7) Any
event
that would result in the inability of the Master Servicer to make advances
regarding delinquent Mortgage Loans to the same extent the Servicer is required
to make such advances as provided in Section 4.03; and
(8) The
filing of any claim under the Servicer’s blanket bond and errors and omissions
insurance policy required by Section 3.14 or the cancellation or material
modification of coverage under any such instrument.
In
addition, the Trust Administrator shall promptly make available to each Rating
Agency and the NIMS Insurer copies of each report to Certificateholders
described in Section 4.02 and the Master Servicer shall promptly make
available to each Rating Agency copies of the following:
(1) Each
annual statement as to compliance described in Section 3.20;
(2) Each
annual independent public accountants’ servicing report described in
Section 3.21; and
(3) Any
notice delivered pursuant to Section 7.01.
Any
such
notice pursuant to this Section 11.07 shall be in writing and shall be deemed
to
have been duly given if personally delivered at or mailed by first class mail,
postage prepaid, or by express delivery service to Xxxxx’x Investors Service
Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and Standard & Poor’s
Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other addresses as the Rating Agencies
may designate in writing to the parties hereto.
| SECTION 11.08. |
Article
and Section References.
|
All
article and section references used in this Agreement, unless otherwise
provided, are to articles and sections in this Agreement.
| SECTION 11.09. |
Grant
of Security Interest.
|
It
is the
express intent of the parties hereto that the conveyance of the Mortgage Loans
by the Depositor to the Trustee, be, and be construed as, a sale of the Mortgage
Loans by the Depositor and not a pledge of the Mortgage Loans to secure a debt
or other obligation of the Depositor. However, in the event that,
notwithstanding the aforementioned intent of the parties, the Mortgage Loans
are
held to be property of the Depositor, then, (a) it is the express intent of
the
parties that such conveyance be deemed a pledge of the Mortgage Loans by the
Depositor to the Trustee to secure a debt or other obligation of the Depositor
and (b)(1) this Agreement shall also be deemed to be a security agreement within
the meaning of Articles 8 and 9 of the Uniform Commercial Code as in effect
from
time to time in the State of New York; (2) the conveyance provided for in
Section 2.01 hereof shall be deemed to be a grant by the Depositor to the
Trustee of a security interest in all of the Depositor’s right, title and
interest in and to the Mortgage Loans and all amounts payable to the holders
of
the Mortgage Loans and the Swap Provider in accordance with the terms thereof
and all proceeds of the conversion, voluntary or involuntary, of the foregoing
into cash, instruments, securities or other property, including without
limitation all amounts, other than investment earnings, from time to time held
or invested in the Collection Account and the Distribution Account, whether
in
the form of cash, instruments, securities or other property; (3) the obligations
secured by such security agreement shall be deemed to be all of the Depositor’s
obligations under this Agreement, including the obligation to provide to the
Certificateholders and the Swap Provider the benefits of this Agreement relating
to the Mortgage Loans and the Trust Fund; and (4) notifications to persons
holding such property, and acknowledgments, receipts or confirmations from
persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Trustee for the purpose of perfecting
such security interest under applicable law. Accordingly, the Depositor hereby
grants to the Trustee a security interest in the Mortgage Loans and all other
property described in clause (2) of the preceding sentence, for the purpose
of
securing to the Trustee the performance by the Depositor of the obligations
described in clause (3) of the preceding sentence. Notwithstanding the
foregoing, the parties hereto intend the conveyance pursuant to
Section 2.01 to be a true, absolute and unconditional sale of the Mortgage
Loans and assets constituting the Trust Fund by the Depositor to the
Trustee.
| SECTION 11.10. |
Third
Party Rights.
|
Each
of
the NIMS Insurer and the Swap Provider shall be deemed a third-party beneficiary
of this Agreement to the same extent as if it were a party hereto, and shall
have the right to enforce the provisions of this Agreement.
| SECTION 11.11. |
Intention
of the Parties and Interpretation.
|
Each
of
the parties hereto acknowledges and agrees that the purpose of Sections 3.20,
3.21 and 4.06 of this Agreement is to facilitate compliance by the Depositor
with the provisions of Regulation AB promulgated by the SEC under the Exchange
Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time
and subject to clarification and interpretive advice as may be issued by the
staff of the Commission from time to time. Therefore, each of the parties hereto
agrees that (a) the obligations of the parties hereunder shall be interpreted
in
such a manner as to accomplish that purpose, (b) the parties’ obligations
hereunder will be supplemented and modified as reasonably necessary to be
consistent with any such amendments, interpretive advice or guidance, convention
or consensus among active participants in the asset-backed securities markets,
advice of counsel, or otherwise in respect of the requirements of Regulation
AB,
(c) the parties shall comply, to the extent practicable from a timing and
information systems perspective and to the extent that the Depositor will pay
any increased costs of the Trustee and Trust Administrator caused by such
request, with requests made by the Depositor for delivery of additional or
different information as the Depositor may determine in good faith is necessary
to comply with the provisions of Regulation AB, and (d) no amendment of this
Agreement shall be required to effect any such changes in the parties’
obligations as are necessary to accommodate evolving interpretations of the
provisions of Regulation AB.
IN
WITNESS WHEREOF, the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, in each case as of the
day
and year first above written.
|
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.,
|
|
|
as
Depositor
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
XXXXX
FARGO BANK, N.A.,
|
|
|
as
Master Servicer and Trust Administrator
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
OCWEN
LOAN SERVICING, LLC,
|
|
|
as
Servicer
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
U.S.
BANK NATIONAL ASSOCIATION,
|
|
|
as
Trustee
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
For
purposes of Sections 6.08, 6.09 and 6.10:
|
|
RISK
MANAGEMENT GROUP,
LLC
|
|
By:
|
|
Name:
|
|
Title:
|
|
By:
/s/ Xxxx Cofiero
|
|
Name:
Xxxx Cofiero
|
|
Title:
Managing Member
|
| STATE OF NEW YORK | ) |
| ) ss.: | |
| COUNTY OF NEW YORK | ) |
On
the
___ day of October 2006, before me, a notary public in and for said State,
personally appeared ________________________ and ________________________,
known
to me to be a(n) ________________________ and ________________________,
respectively, of Mortgage Asset Securitization Transactions, Inc., one of the
corporations that executed the within instrument, and also known to me to be
the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
_________________________
Notary
Public
[Notarial
Seal]
| STATE OF | ) |
| ) ss.: | |
| COUNTY OF | ) |
On
the
____ day of October 2006, before me, a notary public in and for said State,
personally appeared ________________________ known to me to be a(n)
________________________ of Ocwen Loan Servicing, LLC, one of the corporations
that executed the within instrument, and also known to me to be the person
who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
_________________________
Notary
Public
[Notarial
Seal]
| STATE OF MARYLAND | ) |
| ) ss.: | |
| COUNTY OF XXXXXXXX | ) |
On
the
____ day of October 2006, before me, a notary public in and for said State,
personally appeared ________________________ known to me to be a(n)
________________________ of Xxxxx Fargo Bank, N.A., one of the corporations
that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
_________________________
Notary
Public
[Notarial
Seal]
| STATE OF MINNESOTA | ) |
| ) ss.: | |
| COUNTY OF XXXXXX | ) |
On
the
____ day of October 2006, before me, a notary public in and for said State,
personally appeared ________________________, known to me to be a(n)
________________________ of U.S. Bank National Association, one of the
corporations that executed the within instrument, and also known to me to be
the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
_________________________
Notary
Public
[Notarial
Seal]
EXHIBIT
A-A-1
FORM
OF
CLASS A-1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
AS
AMENDED (THE “CODE”).
THE
HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
SET
FORTH IN SECTION 5.02 (c) OF THE AGREEMENT.
|
Series:
2006-AM3
Pass-Through
Rate: Variable
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November 25, 2006
No.
1
|
Aggregate
Certificate Principal Balance of the Class A-1 Certificates as
of the
Issue Date: $ 150,360,000
Denomination:
$150,360,000
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE
MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A-1 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-1 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class A-1
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class A-1 Certificates the aggregate initial Certificate
Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
(ii)
two-thirds of the aggregate initial Certificate Principal Balance of the
Class
A-1 Certificates, or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trust Administrator
of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable with
respect
to this Certificate on any Distribution Date shall equal a rate per annum
equal
to the lesser of (i) the related Formula Rate for such Distribution Date
and
(ii) the related Net WAC Rate for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
holder of this Certificate shall be deemed to have made the representation
Set
forth is Section 5.02 (c) of the Pooling & Servicing Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator and
the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October [__], 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
______________________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-A-2
FORM
OF
CLASS A-2 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
AS
AMENDED (THE “CODE”).
THE
HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
SET
FORTH IN SECTION 5.02 (c) OF THE AGREEMENT.
|
Series:
2006-AM3
Pass-Through
Rate: Variable
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November 25, 2006
No.
1
|
Aggregate
Certificate Principal Balance of the Class A-2 Certificates as
of the
Issue Date: $54,490,000
Denomination:
$54,490,000
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR
THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF
THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A-2 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-2 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class A-2
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class A-2 Certificates the aggregate initial Certificate
Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
(ii)
two-thirds of the aggregate initial Certificate Principal Balance of the
Class
A-2 Certificates, or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trust Administrator
of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable with
respect
to this Certificate on any Distribution Date shall equal a rate per annum
equal
to the lesser of (i) the related Formula Rate for such Distribution Date
and
(ii) the related Net WAC Rate for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
holder of this Certificate shall be deemed to have made the representation
Set
forth is Section 5.02 (c) of the Pooling & Servicing Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October __, 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
_____________________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of
a like
Percentage Interest and Class to the above named assignee and deliver
such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-3
FORM
OF
CLASS A-3 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
AS
AMENDED (THE “CODE”).
THE
HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
SET
FORTH IN SECTION 5.02 (c) OF THE AGREEMENT.
|
Series:
2006-AM3
Pass-Through
Rate: Variable
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November 25, 2006
No.
1
|
Aggregate
Certificate Principal Balance of the Class A-3 Certificates as
of the
Issue Date: $62,890,000
Denomination:
$62,890,000
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR
THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF
THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A-3 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-3 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class A-3
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class A-3 Certificates the aggregate initial Certificate
Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
(ii)
two-thirds of the aggregate initial Certificate Principal Balance of the
Class
A-3 Certificates, or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trust Administrator
of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable with
respect
to this Certificate on any Distribution Date shall equal a rate per annum
equal
to the lesser of (i) the related Formula Rate for such Distribution Date
and
(ii) the related Net WAC Rate for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
holder of this Certificate shall be deemed to have made the representation
Set
forth is Section 5.02 (c) of the Pooling & Servicing Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October __, 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
_____________________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of
a like
Percentage Interest and Class to the above named assignee and deliver
such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-A-4
FORM
OF
CLASS A-4 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
AS
AMENDED (THE “CODE”).
THE
HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
SET
FORTH IN SECTION 5.02 (c) OF THE AGREEMENT.
|
Series:
2006-AM3
Pass-Through
Rate: Variable
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November 25, 2006
No.
1
|
Aggregate
Certificate Principal Balance of the Class A-4 Certificates as
of the
Issue Date: $28,509,000
Denomination:
$28,509,000
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR
THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF
THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A-4 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-4 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class A-4
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class A-4 Certificates the aggregate initial Certificate
Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
(ii)
two-thirds of the aggregate initial Certificate Principal Balance of the
Class
A-4 Certificates, or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trust Administrator
of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable with
respect
to this Certificate on any Distribution Date shall equal a rate per annum
equal
to the lesser of (i) the related Formula Rate for such Distribution Date
and
(ii) the related Net WAC Rate for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
holder of this Certificate shall be deemed to have made the representation
Set
forth is Section 5.02 (c) of the Pooling & Servicing Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October __, 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
_____________________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of
a like
Percentage Interest and Class to the above named assignee and deliver
such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-M-1
FORM
OF
CLASS M-1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE
HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
SET
FORTH IN SECTION 5.02 (c) OF THE AGREEMENT.
|
Series:
2006-AM3
Pass-Through
Rate: Variable
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November 25, 2006
No.
1
|
Aggregate
Certificate Principal Balance of the Class M-1 Certificates as
of the
Issue Date: $14,080,000
Denomination:
$14,080,000
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR
THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF
THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-1 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-1 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-1
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class M-1 Certificates the aggregate initial Certificate
Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
(ii)
two-thirds of the aggregate initial Certificate Principal Balance of the
Class
M-1 Certificates, or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trust Administrator
of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable with
respect
to this Certificate on any Distribution Date shall equal a rate per annum
equal
to the lesser of (i) the related Formula Rate for such Distribution Date
and
(ii) the related Net WAC Rate for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
holder of this Certificate shall be deemed to have made the representation
Set
forth is Section 5.02 (c) of the Pooling & Servicing Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October __, 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
_______________________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of
a like
Percentage Interest and Class to the above named assignee and deliver
such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-M-2
FORM
OF
CLASS M-2 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M-1
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THE
HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
SET
FORTH IN SECTION 5.02 (c) OF THE AGREEMENT.
|
Series:
2006-AM3
Pass-Through
Rate: Variable
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November 25, 2006
No.
1
|
Aggregate
Certificate Principal Balance of the Class M-2 Certificates as
of the
Issue Date: $12,953,000
Denomination:
$12,953,000
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR
THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF
THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-2 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-2 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-2
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class M-2 Certificates the aggregate initial Certificate
Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
(ii)
two-thirds of the aggregate initial Certificate Principal Balance of the
Class
M-2 Certificates, or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trust Administrator
of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable with
respect
to this Certificate on any Distribution Date shall equal a rate per annum
equal
to the lesser of (i) the related Formula Rate for such Distribution Date
and
(ii) the related Net WAC Rate for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
holder of this Certificate shall be deemed to have made the representation
Set
forth is Section 5.02 (c) of the Pooling & Servicing Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October __, 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
_____________________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of
a like
Percentage Interest and Class to the above named assignee and deliver
such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-M-3
FORM
OF
CLASS M-3 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE
HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
SET
FORTH IN SECTION 5.02 (c) OF THE AGREEMENT.
|
Series:
2006-AM3
Pass-Through
Rate: Variable
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November 25, 2006
No.
1
|
Aggregate
Certificate Principal Balance of the Class M-3 Certificates as
of the
Issue Date: $7,509,000
Denomination:
$7,509,000
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR
THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF
THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-3 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-3 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-3
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class M-3 Certificates the aggregate initial Certificate
Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
(ii)
two-thirds of the aggregate initial Certificate Principal Balance of the
Class
M-3 Certificates, or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trust Administrator
of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable with
respect
to this Certificate on any Distribution Date shall equal a rate per annum
equal
to the lesser of (i) the related Formula Rate for such Distribution Date
and
(ii) the related Net WAC Rate for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
holder of this Certificate shall be deemed to have made the representation
Set
forth is Section 5.02 (c) of the Pooling & Servicing Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October __, 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
_______________________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of
a like
Percentage Interest and Class to the above named assignee and deliver
such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-M-4
FORM
OF
CLASS M-4 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO
THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THE
HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
SET
FORTH IN SECTION 5.02 (c) OF THE AGREEMENT.
|
Series:
2006-AM3
Pass-Through
Rate: Variable
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November 25, 2006
No.
1
|
Aggregate
Certificate Principal Balance of the Class M-4 Certificates as
of the
Issue Date: $6,758,000
Denomination:
$6,758,000
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR
THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF
THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-4 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-4 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-4
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class M-4 Certificates the aggregate initial Certificate
Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
(ii)
two-thirds of the aggregate initial Certificate Principal Balance of the
Class
M-4 Certificates, or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trust Administrator
of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable with
respect
to this Certificate on any Distribution Date shall equal a rate per annum
equal
to the lesser of (i) the related Formula Rate for such Distribution Date
and
(ii) the related Net WAC Rate for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
holder of this Certificate shall be deemed to have made the representation
Set
forth is Section 5.02 (c) of the Pooling & Servicing Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October __, 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
_______________________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of
a like
Percentage Interest and Class to the above named assignee and deliver
such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-M-5
FORM
OF
CLASS M-5 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND
THE
CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THE
HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
SET
FORTH IN SECTION 5.02 (c) OF THE AGREEMENT.
|
Series:
2006-AM3
Pass-Through
Rate: Variable
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November 25, 2006
No.
1
|
Aggregate
Certificate Principal Balance of the Class M-5 Certificates as
of the
Issue Date: $6,383,000
Denomination:
$6,383,000
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR
THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF
THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-5 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-5 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-5
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class M-5 Certificates the aggregate initial Certificate
Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
(ii)
two-thirds of the aggregate initial Certificate Principal Balance of the
Class
M-5 Certificates, or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trust Administrator
of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable with
respect
to this Certificate on any Distribution Date shall equal a rate per annum
equal
to the lesser of (i) the related Formula Rate for such Distribution Date
and
(ii) the related Net WAC Rate for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
holder of this Certificate shall be deemed to have made the representation
Set
forth is Section 5.02 (c) of the Pooling & Servicing Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October __, 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
______________________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of
a like
Percentage Interest and Class to the above named assignee and deliver
such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-M-6
FORM
OF
CLASS M-6 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
CLASS
M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE
HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
SET
FORTH IN SECTION 5.02 (c) OF THE AGREEMENT.
|
Series:
2006-AM3
Pass-Through
Rate: Variable
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November 25, 2006
No.
1
|
Aggregate
Certificate Principal Balance of the Class M-6 Certificates as
of the
Issue Date: $6,195,000
Denomination:
$6,195,000
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR
THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF
THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-6 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-6 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-6
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class M-6 Certificates the aggregate initial Certificate
Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
(ii)
two-thirds of the aggregate initial Certificate Principal Balance of the
Class
M-6 Certificates, or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trust Administrator
of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable with
respect
to this Certificate on any Distribution Date shall equal a rate per annum
equal
to the lesser of (i) the related Formula Rate for such Distribution Date
and
(ii) the related Net WAC Rate for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
holder of this Certificate shall be deemed to have made the representation
Set
forth is Section 5.02 (c) of the Pooling & Servicing Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October __, 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
______________________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of
a like
Percentage Interest and Class to the above named assignee and deliver
such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-M-7
FORM
OF
CLASS M-7 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES
TO
THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THE
HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
SET
FORTH IN SECTION 5.02 (c) OF THE AGREEMENT.
|
Series:
2006-AM3
Pass-Through
Rate: Variable
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November 25, 2006
No.
1
|
Aggregate
Certificate Principal Balance of the Class M-7 Certificates as
of the
Issue Date: $5,632,000
Denomination:
$5,632,000
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR
THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF
THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-7 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-7 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-7
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class M-7 Certificates the aggregate initial Certificate
Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
(ii)
two-thirds of the aggregate initial Certificate Principal Balance of the
Class
M-7 Certificates, or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trust Administrator
of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable with
respect
to this Certificate on any Distribution Date shall equal a rate per annum
equal
to the lesser of (i) the related Formula Rate for such Distribution Date
and
(ii) the related Net WAC Rate for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
holder of this Certificate shall be deemed to have made the representation
Set
forth is Section 5.02 (c) of the Pooling & Servicing Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October __, 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
_______________________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of
a like
Percentage Interest and Class to the above named assignee and deliver
such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-M-8
FORM
OF
CLASS M-8 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES
AND THE
CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THE
HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
SET
FORTH IN SECTION 5.02 (c) OF THE AGREEMENT.
|
Series:
2006-AM3
Pass-Through
Rate: Variable
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November 25, 2006
No.
1
|
Aggregate
Certificate Principal Balance of the Class M-8 Certificates as
of the
Issue Date: $4,881,000
Denomination:
$4,881,000
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE
MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-8 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-8 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-8
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class M-8 Certificates the aggregate initial Certificate
Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
(ii)
two-thirds of the aggregate initial Certificate Principal Balance of the
Class
M-8 Certificates, or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trust Administrator
of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable with
respect
to this Certificate on any Distribution Date shall equal a rate per annum
equal
to the lesser of (i) the related Formula Rate for such Distribution Date
and
(ii) the related Net WAC Rate for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
holder of this Certificate shall be deemed to have made the representation
Set
forth is Section 5.02 (c) of the Pooling & Servicing Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October __, 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
_______________________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of
a like
Percentage Interest and Class to the above named assignee and deliver
such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-M-9
FORM
OF
CLASS M-9 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES,
THE
CLASS M-7 CERTIFICATES AND THE CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED
IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE
HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
SET
FORTH IN SECTION 5.02 (c) OF THE AGREEMENT.
|
Series:
2006-AM3
Pass-Through
Rate: Variable
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November 25, 2006
No.
1
|
Aggregate
Certificate Principal Balance of the Class M-9 Certificates as
of the
Issue Date: $3,754,000
Denomination:
$3,754,000
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR
THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF
THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-9 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-9 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-9
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class M-9 Certificates the aggregate initial Certificate
Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
(ii)
two-thirds of the aggregate initial Certificate Principal Balance of the
Class
M-9 Certificates, or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trust Administrator
of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable with
respect
to this Certificate on any Distribution Date shall equal a rate per annum
equal
to the lesser of (i) the related Formula Rate for such Distribution Date
and
(ii) the related Net WAC Rate for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
holder of this Certificate shall be deemed to have made the representation
Set
forth is Section 5.02 (c) of the Pooling & Servicing Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October __, 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
_______________________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of
a like
Percentage Interest and Class to the above named assignee and deliver
such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-M-10
FORM
OF
CLASS M-10 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES,
THE
CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES AND THE CLASS M-9
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THE
HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
SET
FORTH IN SECTION 5.02 (c) OF THE AGREEMENT.
|
Series:
2006-AM3
Pass-Through
Rate: Variable
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November 25, 2006
No.
1
|
Aggregate
Certificate Principal Balance of the Class M-10 Certificates as
of the
Issue Date: $ 2,065,000
Denomination:
$2,065,000
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR
THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF
THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-10 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-10 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-10
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class M-10 Certificates the aggregate initial
Certificate Principal Balance of which is in excess of the lesser of (i)
$5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal
Balance of the Class M-10 Certificates, or otherwise by check mailed by first
class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above,
the
final distribution on this Certificate will be made after due notice by the
Trust Administrator of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trust Administrator for that purpose as provided in the
Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable with
respect
to this Certificate on any Distribution Date shall equal a rate per annum
equal
to the lesser of (i) the related Formula Rate for such Distribution Date
and
(ii) the related Net WAC Rate for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
holder of this Certificate shall be deemed to have made the representation
Set
forth is Section 5.02 (c) of the Pooling & Servicing Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October __, 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
__________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of
a like
Percentage Interest and Class to the above named assignee and deliver
such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-M-11
FORM
OF
CLASS M-11 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES,
THE
CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES
AND THE CLASS M-10 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THE
HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
SET
FORTH IN SECTION 5.02 (c) OF THE AGREEMENT.
|
Series:
2006-AM3
Pass-Through
Rate: Variable
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November 25, 2006
No.
1
|
Aggregate
Certificate Principal Balance of the Class M-11 Certificates as
of the
Issue Date: $3,567,000
Denomination:
$3,567,000
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
CUSIP:
00000XXX0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR
THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF
THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-11 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-11 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Mortgage Asset
Securitization Transactions, Inc. (hereinafter called the “Depositor,” which
term includes any successor entity under the Agreement), the Master Servicer,
the Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions
and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class M-11
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class M-11 Certificates the aggregate initial
Certificate Principal Balance of which is in excess of the lesser of (i)
$5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal
Balance of the Class M-11 Certificates, or otherwise by check mailed by first
class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above,
the
final distribution on this Certificate will be made after due notice by the
Trust Administrator of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trust Administrator for that purpose as provided in the
Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable with
respect
to this Certificate on any Distribution Date shall equal a rate per annum
equal
to the lesser of (i) the related Formula Rate for such Distribution Date
and
(ii) the related Net WAC Rate for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
holder of this Certificate shall be deemed to have made the representation
Set
forth is Section 5.02 (c) of the Pooling & Servicing Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October __, 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
_______________________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of
a like
Percentage Interest and Class to the above named assignee and deliver
such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-CE
FORM
OF
CLASS CE CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE MEZZANINE
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
|
Series
2006-AM3
Pass-Through
Rate: Variable
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November
25,
2006
No.
1
|
Aggregate
Certificate Principal Balance of the Class CE Certificates as of
the Issue
Date: $5,448,483
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR
THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF
THE UNITED STATES.
This
certifies that Xxxxx Fargo Bank, N.A., as Indenture
Trustee under the Indenture, dated as of October 31, 2006, relating to MASTR
CI-21 NIM Notes, Series 2006-AM3,
is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the
Class
CE Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class CE Certificates in a REMIC created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
“Agreement”), among Mortgage Asset Securitization Transactions, Inc.
(hereinafter called the “Depositor,” which term includes any successor entity
under the Agreement), the Master Servicer, the Trust Administrator and the
Trustee, a summary of certain of the pertinent provisions of which is set
forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class CE
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class CE Certificates the aggregate initial Certificate
Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
(ii)
two-thirds of the aggregate initial Certificate Principal Balance of the
Class
CE Certificates, or otherwise by check mailed by first class mail to the
address
of the Person entitled thereto, as such name and address shall appear on
the
Certificate Register. Notwithstanding the above, the final distribution on
this
Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder's prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee or the Master Servicer, the Trust
Administrator in their respective capacities as such), together with copies
of
the written certification(s) of the Holder of the Certificate desiring to
effect
the transfer and/or such Holder's prospective transferee upon which such
Opinion
of Counsel is based. None of the Depositor or the Trust Administrator is
obligated to register or qualify the Class of Certificates specified on the
face
hereof under the 1933 Act or any other securities law or to take any action
not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicer and the Master
Servicer against any liability that may result if the transfer is not so
exempt
or is not made in accordance with such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October __, 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
_______________________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of
a like
Percentage Interest and Class to the above named assignee and deliver
such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-P
FORM
OF
CLASS P CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
|
Series:
2006-AM3
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November 25, 2006
No.
1
|
Aggregate
Certificate Principal Balance of the Class P Certificates as of
the Issue
Date: $100.00
Denomination:
$100.00
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR
THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF
THE UNITED STATES.
This
certifies that Xxxxx Fargo Bank, N.A., as Indenture
Trustee under the Indenture, dated as of October 31, 2006, relating to MASTR
CI-21 NIM Notes, Series 2006-AM3,
is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the
Class
P Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class P Certificates in REMIC IV created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
“Agreement”), among Mortgage Asset Securitization Transactions, Inc.
(hereinafter called the “Depositor,” which term includes any successor entity
under the Agreement), the Master Servicer, the Trust Administrator and the
Trustee, a summary of certain of the pertinent provisions of which is set
forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class P Certificates
on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class P Certificates the aggregate initial Certificate
Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
(ii)
two-thirds of the aggregate initial Certificate Principal Balance of the
Class P
Certificates, or otherwise by check mailed by first class mail to the address
of
the Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on
this
Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof equal to the denomination
specified on the face hereof divided by the aggregate Certificate Principal
Balance of the Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder's prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee or the Master Servicer, the Trust
Administrator in their respective capacities as such), together with copies
of
the written certification(s) of the Holder of the Certificate desiring to
effect
the transfer and/or such Holder's prospective transferee upon which such
Opinion
of Counsel is based. None of the Depositor or the Trust Administrator is
obligated to register or qualify the Class of Certificates specified on the
face
hereof under the 1933 Act or any other securities law or to take any action
not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicer and the Master
Servicer against any liability that may result if the transfer is not so
exempt
or is not made in accordance with such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October __, 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
_______________________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of
a like
Percentage Interest and Class to the above named assignee and deliver
such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-R
FORM
OF
CLASS R CERTIFICATE
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 AS AMENDED (THE “CODE”).
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUST ADMINISTRATOR
THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE
CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF
THE
CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE
(ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER
BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A
DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
THE
ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER
OF ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING,
BUT
NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
OF
THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO
THE
PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02 (C) OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
OF
THIS CERTIFICATE.
|
Series:
2006-AM3
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November 25, 2006
No.
1
|
Aggregate
Percentage Interest of the Class R Certificates as of the Issue
Date:
100.00%
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
|
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR
THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF
THE UNITED STATES.
This
certifies that UBS Securities LLC is the registered owner of a Percentage
Interest (as specified above) in that certain beneficial ownership interest
evidenced by all the Certificates of the Class to which this Certificate
belongs
created pursuant to a Pooling and Servicing Agreement, dated as specified
above
(the “Agreement”), among Mortgage Asset Securitization Transactions, Inc.
(hereinafter called the “Depositor,” which term includes any successor entity
under the Agreement), the Master Servicer, the Trust Administrator and the
Trustee, a summary of certain of the pertinent provisions of which is set
forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class R Certificates
on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class R Certificates the aggregate initial Certificate
Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
(ii)
two-thirds of the aggregate initial Certificate Principal Balance of the
Class R
Certificates, or otherwise by check mailed by first class mail to the address
of
the Person entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on
this
Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder's prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee or the Master Servicer, the Trust
Administrator in their respective capacities as such), together with copies
of
the written certification(s) of the Holder of the Certificate desiring to
effect
the transfer and/or such Holder's prospective transferee upon which such
Opinion
of Counsel is based. Neither the Depositor nor the Trust Administrator is
obligated to register or qualify the Class of Certificates specified on the
face
hereof under the 1933 Act or any other securities law or to take any action
not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicer and the Master
Servicer against any liability that may result if the transfer is not so
exempt
or is not made in accordance with such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Trust Administrator (i) an affidavit
to
the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that
(A) the
Class R Certificates have been designated as a residual interest in a REMIC,
(B)
it will include in its income a pro
rata share
of
the net income of the Trust Fund and that such income may be an “excess
inclusion,” as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects
to
have the financial means to satisfy all of its tax obligations including
those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of
this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall
be
deemed to be of no legal force or effect whatsoever and such Person shall
not be
deemed to be a Certificateholder for any purpose, including, but not limited
to,
the receipt of distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed to
have
consented to the provisions of Section 5.02 of the Agreement and to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to
cease
to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October __, 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of
a like
Percentage Interest and Class to the above named assignee and deliver
such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-RX
FORM
OF
CLASS R-X CERTIFICATE
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 AS AMENDED (THE “CODE”).
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUST ADMINISTRATOR
THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE
CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF
THE
CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE
(ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER
BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A
DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
THE
ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER
OF ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING,
BUT
NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
OF
THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO
THE
PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02 (C) OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
OF
THIS CERTIFICATE.
|
Series:
2006-AM3
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
First
Distribution Date: November 25, 2006
No.
1
|
Aggregate
Percentage Interest of the Class R-X Certificates as of the Issue
Date:
100.00%
Master
Servicer and Trust Administrator: Xxxxx Fargo Bank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: October 31, 2006
|
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first and second lien mortgage loans (the “Mortgage Loans”)
formed and sold by
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MORTGAGE ASSET
SECURITIZATION TRANSACTIONS, INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR
THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF
THE UNITED STATES.
This
certifies that MKM I Corp. is the registered owner of a Percentage Interest
(as
specified above) in that certain beneficial ownership interest evidenced
by all
the Certificates of the Class to which this Certificate belongs created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
“Agreement”), among Mortgage Asset Securitization Transactions, Inc.
(hereinafter called the “Depositor,” which term includes any successor entity
under the Agreement), the Master Servicer, the Trust Administrator and the
Trustee, a summary of certain of the pertinent provisions of which is set
forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class R-X
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
and is
the registered owner of Class R-X Certificates the aggregate initial Certificate
Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
(ii)
two-thirds of the aggregate initial Certificate Principal Balance of the
Class
R-X Certificates, or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trust Administrator
of the
pendency of such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trust Administrator
for
that purpose as provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement
of
advances made, or certain expenses incurred, with respect to the Mortgage
Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer the Trust Administrator, the Trustee, the NIMS
Insurer, if any, and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee and the NIMS Insurer, if any, without the consent
on
the Certificateholders or with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights as further set forth in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder's prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee or the Master Servicer, the Trust
Administrator in their respective capacities as such), together with copies
of
the written certification(s) of the Holder of the Certificate desiring to
effect
the transfer and/or such Holder's prospective transferee upon which such
Opinion
of Counsel is based. Neither the Depositor nor the Trust Administrator is
obligated to register or qualify the Class of Certificates specified on the
face
hereof under the 1933 Act or any other securities law or to take any action
not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicer and the Master
Servicer against any liability that may result if the transfer is not so
exempt
or is not made in accordance with such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Trust Administrator (i) an affidavit
to
the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that
(A) the
Class R-X Certificates have been designated as a residual interest in a REMIC,
(B) it will include in its income a pro
rata share
of
the net income of the Trust Fund and that such income may be an “excess
inclusion,” as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects
to
have the financial means to satisfy all of its tax obligations including
those
relating to holding the Class R-X Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of
this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall
be
deemed to be of no legal force or effect whatsoever and such Person shall
not be
deemed to be a Certificateholder for any purpose, including, but not limited
to,
the receipt of distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed to
have
consented to the provisions of Section 5.02 of the Agreement and to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to
cease
to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans and REO Properties remaining in the
Trust Fund at the time of purchase being less than or equal to 10% of the
aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
October __, 2006
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator for the MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||||||
|
By:
|
||||||
|
Authorized
Officer
|
||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________________________
(State)
|
|
TEN
ENT -
|
as
tenants by the entireties
|
||
|
JT
TEN -
|
as
joint tenants with right
of
survivorship and not as
tenants
in common
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee
on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of
a like
Percentage Interest and Class to the above named assignee and deliver
such
Certificate to the following address:
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
B
[RESERVED]
EXHIBIT
C-1
FORM
OF
INITIAL CERTIFICATION
[Date]
|
Mortgage
Asset Securitization Transactions, Inc.
1285
Avenue of the Americas
New
York, New York 10019
|
U.S.
Bank National Association
00
Xxxxxxxxxx Xxxxxx
XX-XX-XX0X
Xx.
Xxxx, XX 00000
Attn:
Structured Finance/MASTR 2006-AM3
|
|
Xxxxx
Fargo Bank, N.A.
0000
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
|
Ocwen
Loan Servicing, LLC
0000
Xxxxxxxxxxx Xxxx
Xxxxxxxxxx
Xxxx
Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
|
|
Re:
|
Pooling
and Servicing Agreement, dated as of October 1, 2006, among Mortgage
Asset
Securitization Transactions, Inc., Ocwen Loan Servicing, LLC, Xxxxx
Fargo
Bank, N.A. and U.S. Bank National Association, Mortgage Pass-Through
Certificates, Series
2006-AM3
|
Ladies
and Gentlemen:
Attached
is the [Custodian’s] [Trustee’s] preliminary exception report delivered in
accordance with Section 2.02 of the referenced Pooling and Servicing Agreement
(the “Pooling and Servicing Agreement”). Capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the Pooling
and
Servicing Agreement.
The
[Custodian] [Trustee] has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in
the
Pooling and Servicing Agreement. The [Custodian] [Trustee] makes no
representations as to (i) the validity, legality, sufficiency, enforceability
or
genuineness of any of the documents contained in the Mortgage File pertaining
to
the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan or (iii) whether any Mortgage File included any of the documents specified
in clause (vi) of Section 2.01 of the Pooling and Servicing
Agreement.
Capitalized
words and phrases used herein shall have the respective meanings assigned
to
them in the Pooling and Servicing Agreement. This Certificate is qualified
in
all respects by the terms of said Pooling and Servicing Agreement.
|
[Custodian/
Trustee]
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
EXHIBIT
C-2
FORM
OF
FINAL CERTIFICATION
[Date]
|
Mortgage
Asset Securitization Transactions, Inc.
1285
Avenue of the Americas
New
York, New York 10019
|
U.S.
Bank National Association
00
Xxxxxxxxxx Xxxxxx
XX-XX-XX0X
Xx.
Xxxx, XX 00000
Attn:
Structured Finance/MASTR 2006-AM3
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Xxxxx
Fargo Bank, N.A.
0000
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
|
Ocwen
Loan Servicing, LLC
0000
Xxxxxxxxxxx Xxxx
Xxxxxxxxxx
Xxxx
Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
|
|
Re:
|
Pooling
and Servicing Agreement, dated as of October 1, 2006, among Mortgage
Asset
Securitization Transactions, Inc., Ocwen Loan Servicing, LLC, Xxxxx
Fargo
Bank, N.A. and U.S. Bank National Association, Mortgage Pass-Through
Certificates,
Series 2006-AM3
|
Ladies
and Gentlemen:
In
accordance with Section 2.02 of the Pooling and Servicing Agreement, the
undersigned, as [Custodian’s] [Trustee’s], hereby certifies that as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
loan
paid in full or listed on Schedule I hereto) it (or its custodian) has received
the applicable documents listed in Section 2.01 of the Pooling and Servicing
Agreement.
The
undersigned hereby certifies that as to each Mortgage Loan identified on
the
Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
hereto, it has reviewed the documents listed above and has determined that
each
such document appears to be complete and, based on an examination of such
documents, the information set forth in the Mortgage Loan Schedule is
correct.
The
[Custodian’s] [Trustee’s] has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in
the
Pooling and Servicing Agreement. The [Custodian’s] [Trustee’s] makes no
representations as to (i) the validity, legality, sufficiency, enforceability
or
genuineness of any of the documents contained in the Mortgage File pertaining
to
the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan or (iii) whether any Mortgage File included any of the documents specified
in clause (vi) of Section 2.01 of the Pooling and Servicing
Agreement.
Capitalized
words and phrases used herein shall have the respective meanings assigned
to
them in the Pooling and Servicing Agreement. This Certificate is qualified
in
all respects by the terms of said Pooling and Servicing Agreement.
|
[CUSTODIAN/
TRUSTEE]
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By:
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Name:
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Title:
|
|
EXHIBIT
C-3
FORM
OF
RECEIPT OF MORTGAGE NOTE
|
Mortgage
Asset Securitization Transactions, Inc.
1285
Avenue of the Americas
New
York, New York 10019
|
U.S.
Bank National Association
00
Xxxxxxxxxx Xxxxxx
XX-XX-XX0X
Xx.
Xxxx, XX 00000
Attn:
Structured Finance/ MASTR 2006-AM3
|
|
Xxxxx
Fargo Bank, N.A.
0000
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
|
Ocwen
Loan Servicing, LLC
0000
Xxxxxxxxxxx Xxxx
Xxxxxxxxxx
Xxxx
Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
|
|
Re:
|
Pooling
and Servicing Agreement, dated as of October 1, 2006, among Mortgage
Asset
Securitization Transactions, Inc., Ocwen Loan Servicing, LLC, Xxxxx
Fargo
Bank, N.A. and U.S. Bank National Association, Mortgage Pass-Through
Certificates, Series
2006-AM3
|
Ladies
and Gentlemen:
Pursuant
to Section 2.01 of the Pooling and Servicing Agreement, dated as of October
1,
2006, among Mortgage Asset Securitization Transactions, Inc. as Depositor,
Xxxxx
Fargo Bank, N.A. as Master Servicer and Trust Administrator (the “Master
Servicer” and the “Trust Administrator”), Ocwen Loan Servicing, LLC as Servicer
(the “Servicer”) and U.S. Bank National Association as Trustee, we hereby
acknowledge the receipt of the original Mortgage Notes (a copy of which is
attached hereto as Exhibit 1) with any exceptions thereto listed on Exhibit
2.
|
[TRUSTEE/
CUSTODIAN]
|
|
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By:
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Name:
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Title:
|
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EXHIBIT
D
FORM
OF
ASSIGNMENT AGREEMENTS
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated October 31, 2006, (“Agreement”)
among
UBS Real Estate Securities Inc. (“Assignor”),
Mortgage Asset Securitization Transactions, Inc. (“Assignee”)
and
Aames Capital Corporation (the “Company”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
I.
Assignment and Conveyance
The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
(x) all of the right, title and interest of the Assignor, as “Purchaser,” in, to
and under (a) those certain Mortgage Loans listed as being originated by
the
Company on the schedule (the “Mortgage
Loan Schedule”)
attached hereto as Exhibit A (the “Mortgage
Loans”)
and
(b) except as described below, that certain Master Seller’s Purchase, Warranties
and Interim Servicing Agreement dated as of April 1, 2006 as amended (the
“Purchase
Agreement”),
between the Assignor, as initial purchaser (the “Purchaser”)
and
the Company, solely insofar as the Purchase Agreement relates to the Mortgage
Loans and (y) other than as provided below with respect to the enforcement
of
representations and warranties, none of the obligations of the Assignor
under
the Purchase Agreement.
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and any obligations
of the
Assignor with respect to any mortgage loans subject to the Purchase Agreement
which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
and are
not the subject of this Agreement.
II.
Recognition of the Company
From
and
after the date hereof, the Company shall and does hereby recognize that
the
Assignee will transfer the Mortgage Loans and assign its rights under the
Purchase Agreement (solely to the extent set forth herein) and this Agreement
to
MASTR Asset-Backed Securities Trust 2006-AM3 (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of October
1,
2006 (the “Pooling
Agreement”),
among
the
Assignee, Xxxxx Fargo Bank, N.A. (including its successors in interest
and any
successor master servicers or trust administrators under the Pooling Agreement,
the “Master
Servicer”
or
“Trust
Administrator”),
Ocwen
Loan Servicing, LLC (including its successors in interest and any successor
servicers under the Pooling Agreement, the “Servicer”) and U.S. Bank National
Association, as trustee (including its successors in interest and any successor
trustees under the Pooling Agreement, the “Trustee”).
The
Company hereby acknowledges and agrees that from and after the date hereof
(i)
the Trust will be the owner of the Mortgage Loans, (ii) the Trust
(including the Trustee, the Trust Administrator, the Master Servicer and
the
Servicer acting on the Trust’s behalf) shall have all the rights and remedies
available to the Assignor, insofar as they relate to the Mortgage Loans,
under
the Purchase Agreement, including, without limitation, the enforcement
of the
document delivery requirements and remedies with respect to breaches of
representations and warranties set forth in the Purchase Agreement, and
shall be
entitled to enforce all of the obligations of the Company thereunder insofar
as
they relate to the Mortgage Loans and (iii) all references to the Purchaser
(insofar as they relate to the rights, title and interest and, with respect
to
obligations of the Purchaser, only insofar as they relate to the enforcement
of
the representations, warranties and covenants of the Company) or the Custodian
under the Purchase Agreement insofar as they relate to the Mortgage Loans,
shall
be deemed to refer to the Trust (including the Trustee, the Trust Administrator,
the Master Servicer and the Servicer acting on the Trust’s behalf). Neither the
Company nor the Assignor shall amend or agree to amend, modify, waive or
otherwise alter any of the terms or provisions of the Purchase Agreement
which
amendment, modification, waiver or other alteration would in any way affect
the
Mortgage Loans or the Company’s performance under the Purchase Agreement with
respect to the Mortgage Loans without the prior written consent of the
Trustee.
III.
Representations, Warranties and Covenants
1. The
Company warrants and represents to the Assignor, the Assignee and the Trust
as
of the date hereof that:
(a) The
Company is duly organized, validly existing and in good standing under
the laws
of the jurisdiction of its incorporation;
(b) The
Company has full power and authority to execute, deliver and perform its
obligations under this Agreement and has full power and authority to perform
its
obligations under the Purchase Agreement. The execution by the Company
of this
Agreement is in the ordinary course of the Company’s business and will not
conflict with, or result in a breach of, any of the terms, conditions or
provisions of the Company’s charter or bylaws or any legal restriction, or any
material agreement or instrument to which the Company is now a party or
by which
it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Company or its property is subject. The
execution, delivery and performance by the Company of this Agreement have
been
duly authorized by all necessary corporate action on part of the Company.
This
Agreement has been duly executed and delivered by the Company, and, upon
the due
authorization, execution and delivery by the Assignor and the Assignee,
will
constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms except as enforceability
may be
limited by bankruptcy, reorganization, insolvency, moratorium or other
similar
laws now or hereafter in effect relating to creditors’ rights generally, and by
general principles of equity regardless of whether enforceability is considered
in a proceeding in equity or at law;
(c) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
the Company in connection with the execution, delivery or performance by
the
Company of this Agreement except as has already been obtained; and
(d) There
is
no action, suit, proceeding or investigation pending or threatened against
the
Company, before any court, administrative agency or other tribunal, which
would
draw into question the validity of this Agreement or the Purchase Agreement,
or
which, either in any one instance or in the aggregate, would result in
any
material adverse change in the ability of the Company to perform its obligations
under this Agreement or the Purchase Agreement, and the Company is
solvent.
2. Pursuant
to Section 8.01 of the Purchase Agreement, the Company hereby represents
and
warrants, for the benefit of the Assignor, the Assignee and the Trust,
that the
representations and warranties set forth in Sections 3.01 and 3.02 of the
Purchase Agreement (set forth on Schedule 1), are true and correct as of
the
date hereof as if such representations and warranties were made on such
date,
other than the representations and warranties set forth in Xxxxxxx 0.00(x),
(x),
(x), (x), (x), (x), (x), (x), (xx), (xx) and (ss) which shall be made as
of the
related Closing Date (as defined in the Purchase Agreement).
3. In
the
event that (1) any Mortgage Loan becomes thirty (30) days past due at any
time
on or prior to the first (1st)
day of
the fourth (4th)
full
month following the related Closing Date (as defined in the Purchase Agreement)
(each, a "Delinquent
Loan"),
(2)
the Company is notified of such delinquency within sixty (60) days after
the
date on which such Mortgage Loan becomes a Delinquent Loan, (3) such Delinquent
Loan subsequently becomes ninety (90) days past due at any time on or prior
to
the one-year anniversary of the related Closing Date (as defined in the
Purchase
Agreement) (each, a “Super
Delinquent Loan”)
and
(4) the Assignor requests that the Company repurchase such Super Delinquent
Loan
within sixty (60) days of the date on which such Mortgage Loan became a
Super
Delinquent Loan, then the Company shall repurchase the related Super Delinquent
Mortgage Loan; provided
that, in
lieu of repurchase of such Super Delinquent Loan by Company, at Assignor's
option, Assignor and Company may agree to a substitution of another Mortgage
Loan for such Super Delinquent Loan. Any such substituted Mortgage Loan
will be
subject to Assignor acceptability. Any repurchase of a Super Delinquent
Loan
will be made at the Purchase Price (as defined in Section 2.02 of the Purchase
Agreement), provided, that such default has not been cured prior to date
of such
repurchase. Notwithstanding the foregoing, in no case shall the Company
be
obligated to repurchase or substitute any Super Delinquent Loan pursuant
to this
Section 3 if, as a consequence of such repurchase or substitution, the
sum of
the aggregate Purchase Price paid by the Company and the aggregate principal
balance of the Mortgage Loans substituted by the Company, in each case,
in
connection with this Section 3, would exceed 9.9% of the aggregate principal
balance of the Mortgage Loans as of the Cut-off Date (as defined in the
Pooling
Agreement).
4. The
Assignor hereby makes the following representations and warranties as of
the
date hereof:
(a) Each
Mortgage Loan at the time it was made complied in all material respects
with
applicable local, state, and federal laws, including, but not limited to,
all
applicable predatory and abusive lending laws;
(b) None
of
the Mortgage Loans are High Cost as defined by any applicable predatory
and
abusive lending laws;
(c) No
Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such
terms
are defined in the then current Standard & Poor’s LEVELS®
Glossary
which is now Version 5.7 Revised, Appendix E);
(d) No
Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
is
governed by the Georgia Fair Lending Act.
(e) To
the
best of the Assignor’s knowledge, with respect to the
representations and warranties set forth in Xxxxxxx 0.00(x), (x), (x),
(x), (x),
(x), (x), (x), (xx), (xx) and (ss),
nothing
has occurred in the period of time from the Closing Date (as defined in
the
Purchase Agreement) to the date hereof which would cause such representation
and
warranties to be untrue in any material respect as of the date
hereof.
IV.
Remedies for Breach of Representations and Warranties
The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee, the Trust
Administrator, the Servicer and the Master Servicer acting on the Trust’s
behalf) in connection with any breach of the representations and warranties
made
by the Company set forth in Section III(1) and III(2) above shall be as
set
forth in Section 3.03 of the Purchase Agreement as if they were set forth
herein
(including without limitation the repurchase and indemnity obligations
set forth
therein).
The
Assignor hereby acknowledges and agrees that the remedies available to
the
Assignee and the Trust (including the Trustee, the Trust Administrator,
the
Servicer and the Master Servicer acting on the Trust’s behalf) in connection
with any breach of the representations and warranties made by the Assignor
set
forth in Section III(4) above shall be as set forth in Section 2.03 of
the
Pooling Agreement as if they were set forth herein (including without limitation
the repurchase obligations set forth therein). The Assignor hereby acknowledges
and agrees that a breach of any one of the representations set forth in
Section
III(4) above will be deemed to materially adversely affect the interests
of the
certificateholders and shall require a repurchase of the affected Mortgage
Loan(s).
V.
Miscellaneous
1. This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance
with
such laws.
2. No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced, with the prior written consent of
the
Trustee and the Trust Administrator.
3. This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee, the Trust
Administrator, the Servicer and the Master Servicer acting on the Trust’s
behalf). Any entity into which Assignor, Assignee or Company may be merged
or
consolidated shall, without the requirement for any further writing, be
deemed
Assignor, Assignee or Company, respectively, hereunder.
4. Each
of
this Agreement and the Purchase Agreement shall survive the conveyance
of the
Mortgage Loans and the assignment of the Purchase Agreement (to the extent
assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
and
nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.
5. This
Agreement may be executed simultaneously in any number of counterparts.
Each
counterpart shall be deemed to be an original and all such counterparts
shall
constitute one and the same instrument.
6. In
the
event that any provision of this Agreement conflicts with any provision
of the
Purchase Agreement with respect to the Mortgage Loans, the terms of this
Agreement shall control.
7. Capitalized
terms used in this Agreement (including the exhibits hereto) but not defined
in
this Agreement shall have the meanings given to such terms in the Purchase
Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their
duly authorized officers as of the date first above written.
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UBS
REAL ESTATE SECURITIES INC.
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Title:
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By:
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Name:
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Title:
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MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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AAMES
CAPITAL CORPORATION
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By:
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Name:
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Title:
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EXHIBIT
A
Mortgage
Loan Schedule
Available
Upon Request
SCHEDULE
1
Capitalized
terms used herein but not defined in this Schedule 1 shall have the meanings
given to such terms in the Purchase Agreement.
Section
3.01 Representations
and Warranties of the Company.
The
Company represents, warrants and covenants to the Purchaser that as of
each
Closing Date and as of each Servicing Transfer Date or as of such date
specifically provided herein:
(a) The
Company is a corporation duly organized and validly existing under the
laws of
California. The Company has all licenses necessary to carry out its business
as
now being conducted, and is licensed and qualified to transact business
in and
is in good standing under the laws of each state in which any Mortgaged
Property
is located or is otherwise exempt under applicable law from such licensing
or
qualification or is otherwise not required under applicable law to effect
such
licensing or qualification and no demand for such licensing or qualification
has
been made upon the Company by any such state, and in any event the Company
is in
compliance with the laws of any such state to the extent necessary to ensure
the
enforceability of each Mortgage Loan and the interim servicing of the Mortgage
Loans in accordance with the terms of this Agreement. No licenses or approvals
obtained by the Company have been suspended or revoked by any court,
administrative agency, arbitrator or governmental body and no proceedings
are
pending which might result in such suspension or revocation;
(b) The
Company has the full power and authority and legal right to hold, transfer
and
convey each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver
and perform, and to enter into and consummate all transactions contemplated
by
this Agreement and the related Confirmation and to conduct its business
as
presently conducted; the Company has duly authorized the execution, delivery
and
performance of this Agreement and any agreements contemplated hereby, has
duly
executed and delivered this Agreement and the related Confirmation, and
any
agreements contemplated hereby, and this Agreement and the related Confirmation
and each Assignment of Mortgage to the Purchaser and any agreements contemplated
hereby, constitute the legal, valid and binding obligations of the Company,
enforceable against it in accordance with their respective terms, except
as such
enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization and similar laws, and by equitable principles affecting
the
enforceability of the rights of creditors; and all requisite corporate
action
has been taken by the Company to make this Agreement, the related Confirmation
and all agreements contemplated hereby valid and binding upon the Company
in
accordance with their terms;
(c) Neither
the execution and delivery of this Agreement, the related Confirmation,
the sale
of the Mortgage Loans to the Purchaser, the consummation of the transactions
contemplated hereby, nor the fulfillment of or compliance with the terms
and
conditions of this Agreement and the related Confirmation will conflict
with any
of the terms, conditions or provisions of the Company’s charter or by laws or
materially conflict with or result in a material breach of any of the terms,
conditions or provisions of any legal restriction or any agreement or instrument
to which the Company is now a party or by which it is bound, or constitute
a
default or result in an acceleration under any of the foregoing, or result
in
the material violation of any law, rule, regulation, order, judgment or
decree
to which the Company or its property is subject;
(d) Except
as
set forth on Schedule One attached hereto, there is no litigation, suit,
proceeding or investigation pending or threatened, or any order or decree
outstanding, which is reasonably likely to have a material adverse effect
on the
sale of the Mortgage Loans, the execution, delivery, performance or
enforceability of this Agreement or the related Confirmation, or which
is
reasonably likely to have a material adverse effect on the financial condition
of the Company;
(e) No
consent, approval, authorization or order of any court or governmental
agency or
body is required for the execution, delivery and performance by the Company
of
or compliance by the Company with this Agreement and the related Confirmation,
except for consents, approvals, authorizations and orders which have been
obtained;
(f) The
consummation of the transactions contemplated by this Agreement and the
related
Confirmation are in the ordinary course of business of the Company, and
the
transfer, assignment and conveyance of the Mortgage Notes and the Mortgages
by
the Company pursuant to this Agreement and the related Confirmation are
not
subject to bulk transfer or any similar statutory provisions in effect
in any
applicable jurisdiction;
(g) The
origination, servicing and collection practices with respect to each Mortgage
Note and Mortgage have been legal and in accordance with applicable laws
and
regulations, and in all material respects in accordance with Accepted Servicing
Practices. The Company further represents and warrants that: with respect
to
escrow deposits and payments that the Company is entitled to collect, all
such
payments are in the possession of, or under the control of, the Company
or its
delegate, and there exist no deficiencies in connection therewith for which
customary arrangements for repayment thereof have not been made; all escrow
payments have been collected and are being maintained in full compliance
with
applicable state and federal law and the provisions of the related Mortgage
Note
and Mortgage; as to any Mortgage Loan that is the subject of an escrow,
escrow
of funds is not prohibited by applicable law and has been established in
an
amount sufficient to pay for every escrowed item that remains unpaid and
has
been assessed but is not yet due and payable; no escrow deposits or other
charges or payments due under the Mortgage Note have been capitalized under
any
Mortgage or the related Mortgage Note; all Mortgage Interest Rate adjustments
have been made in strict compliance with state and federal law and the
terms of
the related Mortgage Note; and any interest required to be paid pursuant
to
state and local law has been properly paid and credited;
(h) The
Company has not used selection procedures that identified the Mortgage
Loans as
being less desirable or valuable than other comparable mortgage loans in
the
Company’s portfolio at the related Closing Date;
(i) The
Company will treat the transfer of the Mortgage Loans to the Purchaser
as a sale
for reporting and accounting purposes and, to the extent appropriate, for
federal income tax purposes. The Company shall maintain a complete set
of books
and records for each Mortgage Loan which shall be clearly marked to reflect
the
ownership of such Mortgage Loan by the Purchaser;
(j) The
Company is a HUD approved mortgagee pursuant to Section 203 of the National
Housing Act, with such facilities, procedures and personnel necessary for
the
sound servicing of such mortgage loans. The Company is duly qualified,
licensed,
registered and otherwise authorized under all applicable federal, state
and
local laws and regulations and no event has occurred which would make the
Company unable to comply with eligibility requirements;
(k) The
Company does not believe, nor does it have any cause or reason to believe,
that
it cannot perform each and every covenant contained in this Agreement and
the
related Confirmation applicable to it. The Company is solvent and the sale
of
the Mortgage Loans will not cause the Company to become insolvent. The
sale of
the Mortgage Loans is not undertaken with the intent to hinder, delay or
defraud
any of the Company’s creditors;
(l) No
statement, tape, diskette, form, report or other document prepared by,
or on
behalf of, the Company pursuant to this Agreement, the related Confirmation
or
in connection with the transactions contemplated hereby, contains or will
contain any statement that is or will be inaccurate or misleading in any
material respect. The Company has prudently originated and underwritten
each
Mortgage Loan;
(m) The
consideration received by the Company upon the sale of the Mortgage Loans
constitutes fair consideration and reasonably equivalent value for such
Mortgage
Loans;
(n) The
Company has delivered to the Initial Purchaser financial statements as
to its
last two complete fiscal years. All such financial statements fairly present
the
pertinent results of operations and changes in financial position for each
of
such periods and the financial position at the end of each such period
of the
Company and its subsidiaries and have been prepared in accordance with
GAAP
consistently applied throughout the periods involved, except as set forth
in the
notes thereto. There has been no change in the business, operations, financial
condition, properties or assets of the Company since the date of the Company’s
financial statements that would have a material adverse effect on its ability
to
perform its obligations under this Agreement or the related Confirmation;
(o) The
Company has not dealt with any broker, investment banker, agent or other
person
that may be entitled to any commission or compensation in connection with
the
sale of the Mortgage Loans; and
(p) To
the
extent that any of the Mortgage Loans are MERS Mortgage Loans, the Company
is a
member of MERS in good standing, and will comply in all material respects
with
the rules and procedures of MERS in connection with the servicing of the
MERS
Mortgage Loans for as long as such Mortgage Loans are registered with
MERS.
Section
3.02 Representations
and Warranties as to Individual Mortgage Loans.
The
Company hereby represents and warrants to the Purchaser, as to each Mortgage
Loan, as of the related Closing Date and as of the related Servicing Transfer
Date as follows:
(a) The
information set forth in the related Mortgage Loan Schedule, including
any
diskette or other related data tapes sent to the Initial Purchaser, is
complete,
true and correct in all material respects;
(b) The
Mortgage creates a (A) first lien and first priority security interest
with
respect to each Mortgage Loan which is indicated by the Company to be a
First
Lien (as reflected on the Mortgage Loan Schedule) or (B) second lien and
second
priority security interest with respect to each Mortgage Loan which is
indicated
by the Company to be a Second Lien (as reflected on the Mortgage Loan Schedule),
in either case, in the related Mortgaged Property securing the related
Mortgage
Note;
(c) Other
than with respect to payments that are less than 30 days past due, all
payments
due on or prior to the related Closing Date for such Mortgage Loan have
been
made as of the related Closing Date, the Mortgage Loan is not delinquent
in
payment more than 30 days and has not been dishonored; there are no material
defaults under the terms of the Mortgage Loan; the Company has not advanced
funds, or induced, solicited or knowingly received any advance of funds
from a
party other than the owner of the Mortgaged Property subject to the Mortgage,
directly or indirectly, for the payment of any amount required by the Mortgage
Loan; no payment with respect to each Mortgage Loan has been more than
29 days
past due during the preceding twelve-month period;
(d) All
taxes, governmental assessments, insurance premiums, water, sewer and municipal
charges, leasehold payments or ground rents which previously became due
and
owing have been paid, or escrow funds have been established in an amount
sufficient to pay for every such escrowed item which remains unpaid and
which
has been assessed but is not yet due and payable;
(e) The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments executed by the
Mortgagor(s) which have been recorded to the extent any such recordation
is
required by law. No instrument of waiver, alteration or modification has
been
executed except as disclosed to Purchaser by Company and made part of the
Mortgage File, and no Mortgagor has been released, in whole or in part,
from the
terms thereof except in connection with an assumption agreement and which
assumption agreement is part of the Mortgage File and the terms of which
are
reflected in the related Mortgage Loan Schedule; the substance of any such
waiver, alteration or modification has been approved by the issuer of any
related title insurance policy, to the extent required by the related
policy.
(f) The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set
off, counterclaim or defense, including, without limitation, the defense
of
usury, nor will the operation of any of the terms of the Mortgage Note
or the
Mortgage, or the exercise of any right thereunder, render the Mortgage
Note or
Mortgage unenforceable, in whole or in part, or subject to any right of
rescission, set off, counterclaim or defense, including the defense of
usury,
and no such right of rescission, set off, counterclaim or defense has been
asserted with respect thereto; and the Mortgagor was not a debtor in any
state
or federal bankruptcy or insolvency proceeding at the time the Mortgage
Loan was
originated;
(g) All
buildings or other customarily insured improvements upon the Mortgaged
Property
are insured by a Qualified Insurer, against loss by fire, hazards of extended
coverage and such other hazards as are generally acceptable to prudent
mortgage
lenders of subprime mortgage loans in the secondary mortgage market, in
an
amount representing coverage not less than the lesser of (i) the maximum
insurable value of the improvements securing such Mortgage Loans, and (ii)
the
greater of (a) either (1) the outstanding principal balance of the Mortgage
Loan
with respect to each Mortgage Loan which is indicated by the Company to
be a
First Lien (as reflected on the Mortgage Loan Schedule) or (2) with respect
to
each Second Lien Mortgage Loan, the sum of the outstanding principal balance
of
the first lien on such Mortgage Loan and the outstanding principal balance
of
such Second Lien Mortgage Loan, and (b) an amount such that the proceeds
thereof
shall be sufficient to prevent the Mortgagor and/or the mortgagee from
becoming
a co-insurer, but in no event greater than the maximum amount permitted
under
applicable law. All such standard hazard policies are in full force and
effect
and on the date of origination contained a standard mortgagee clause naming
the
Company and its successors in interest and assigns as loss payee and such
clause
is still in effect and all premiums due thereon have been paid. If required
by
the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan
is
covered by a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration, in an amount not less
than
the amount required by the Flood Disaster Protection Act of 1973, as amended.
Such policy was issued by a Qualified Insurer. The Mortgage obligates the
Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost and
expense, and upon the Mortgagor’s failure to do so, authorizes the holder of the
Mortgage to maintain such insurance at the Mortgagor’s cost and expense and to
seek reimbursement therefor from the Mortgagor;
(h) Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth-in-lending, real estate settlement procedures,
consumer
credit protection, equal credit opportunity, fair housing, anti-discrimination,
predatory and abusive lending, or disclosure laws applicable to the Mortgage
Loan or any related Prepayment Penalty have been complied with in all material
respects and the consummation of the transactions contemplated hereby will
not
involve the violation of any such laws;
(i) The
Mortgage has not been satisfied, canceled or subordinated (other than the
subordination of any Second Lien Mortgage Loan to the related First Lien),
in
whole or in part, or rescinded, and the Mortgaged Property has not been
released
from the lien of the Mortgage, in whole or in part nor has any instrument
been
executed that would effect any such release, cancellation, subordination
or
rescission. The Company has not waived the performance by the Mortgagor
of any
action, if the Mortgagor’s failure to perform such action would cause the
Mortgage Loan to be in default, nor has the Company waived any default
resulting
from any action or inaction by the Mortgagor;
(j) The
related Mortgage is a valid, subsisting, enforceable and perfected (A)
first
lien and first priority security interest with respect to each Mortgage
Loan
which is indicated by the Company to be a First Lien (as reflected on the
Mortgage Loan Schedule), or (B) second lien and second priority security
interest with respect to each Mortgage Loan which is indicated by the Company
to
be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule),
in
either case, on the Mortgaged Property including all buildings on the Mortgaged
Property and all installations and mechanical, electrical, plumbing, heating
and
air conditioning systems affixed to such buildings, and all additions,
alterations and replacements made at any time with respect to the foregoing
securing the Mortgage Note’s original principal balance. The Mortgage and the
Mortgage Note do not contain any evidence of any security interest or other
interest or right thereto. Such lien is free and clear of all adverse claims,
liens and encumbrances having priority over the first lien of the Mortgage
subject only to (1) the lien of non delinquent current real property taxes
and
assessments not yet due and payable, (2) covenants, conditions and restrictions,
rights of way, easements and other matters of the public record as of the
date
of recording which are acceptable to mortgage lending institutions generally
and
either (A) which are referred to or otherwise considered in the appraisal
made
for the originator of the Mortgage Loan, or (B) which do not adversely
affect
the appraised value of the Mortgaged Property as set forth in such appraisal,
(3) other matters to which like properties are commonly subject which do
not
materially interfere with the benefits of the security intended to be provided
by the Mortgage or the use, enjoyment, value or marketability of the related
Mortgaged Property and (4) with respect to each Mortgage Loan which is
indicated
by the Company to be a Second Lien Mortgage Loan (as reflected on the Mortgage
Loan Schedule) a First Lien on the Mortgaged Property. Any security agreement,
chattel mortgage or equivalent document related to and delivered in connection
with the Mortgage Loan establishes and creates a valid, subsisting, enforceable
and perfected (A) first lien and first priority security interest with
respect
to each Mortgage Loan which is indicated by the Company to be a First Lien
(as
reflected on the Mortgage Loan Schedule), or (B) second lien and second
priority
security interest with respect to each Mortgage Loan which is indicated
by the
Company to be a Second Lien Mortgage Loan (as reflected on the Mortgage
Loan
Schedule), in either case, on the property described therein, and the Company
has the full right to sell and assign the same to the Purchaser;
(k) The
Mortgage Note and the related Mortgage are original and genuine and each
is the
legal, valid and binding obligation of the maker thereof, enforceable in
all
respects in accordance with its terms subject to bankruptcy, insolvency,
moratorium, reorganization and other laws of general application affecting
the
rights of creditors and by general equitable principles and the Company
has
taken all action necessary to transfer such rights of enforceability to
the
Purchaser. All parties to the Mortgage Note and the Mortgage had the legal
capacity to enter into the Mortgage Loan and to execute and deliver the
Mortgage
Note and the Mortgage. The Mortgage Note and the Mortgage have been duly
and
properly executed by such parties. No fraud, error, omission, misrepresentation
or negligence with respect to a Mortgage Loan has taken place on the part
of the
Company or the Mortgagor, or, on the part of any other party involved in
the
origination or servicing of the Mortgage Loan. The proceeds of the Mortgage
Loan
have been fully disbursed and there is no requirement for future advances
thereunder, and any and all requirements as to completion of any on-site
or
off-site improvements and as to disbursements of any escrow funds therefor
have
been complied with. All costs, fees and expenses incurred in making or
closing
the Mortgage Loan and the recording of the Mortgage were paid or are in
the
process of being paid, and the Mortgagor is not entitled to any refund
of any
amounts paid or due under the Mortgage Note or Mortgage;
(l) The
Company is the sole owner of record and holder of the Mortgage Loan and
the
indebtedness evidenced by the Mortgage Note, and upon recordation the Purchaser
or its designee will be the owner of record of the Mortgage and the indebtedness
evidenced by the Mortgage Note, and upon the sale of the Mortgage Loan
to the
Purchaser, the Company will retain the Servicing File in trust for the
Purchaser
only for the purpose of interim servicing and supervising the interim servicing
of the Mortgage Loan. Immediately prior to the transfer and assignment
to the
Purchaser on the related Closing Date, the Mortgage Loan, including the
Mortgage
Note and the Mortgage, were not subject to an assignment or pledge, and
the
Company had good and marketable title to and was the sole owner thereof
and had
full right to transfer and sell the Mortgage Loan to the Purchaser free
and
clear of any encumbrance, equity, lien, pledge, charge, claim or security
interest and has the full right and authority subject to no interest or
participation of, or agreement with, any other party, to sell and assign
the
Mortgage Loan pursuant to this Agreement and following the sale of the
Mortgage
Loan, the Purchaser will own such Mortgage Loan free and clear of any
encumbrance, equity, participation interest, lien, pledge, charge, claim
or
security interest. The Company intends to relinquish all rights to possess,
control and monitor the Mortgage Loan, except for the purposes of interim
servicing the Mortgage Loan as set forth in this Agreement. Either the
Mortgagor
is a natural person or the Mortgagor is an inter-vivos trust acceptable
to
Xxxxxx Xxx. With respect to each inter-vivos trust, holding title to the
Mortgaged Property in such trust will not diminish any rights as a creditor
including the right to full title to the Mortgaged Property in the event
foreclosure proceedings are initiated;
(m) Each
Mortgage Loan is covered by an ALTA lender’s title insurance policy issued by a
Qualified Insurer and qualified to do business in the jurisdiction where
the
Mortgaged Property is located, insuring (subject to the exceptions contained
in
(j)(1), (2) and (3) above and, with respect to each Mortgage Loan which
is
indicated by the Company to be a Second Lien Mortgage Loan (as reflected
on the
Mortgage Loan Schedule) clause (4)) the Company, its successors and assigns,
as
to the first (or, where applicable, second) priority lien of the Mortgage
in the
original principal amount of the Mortgage Loan and, with respect to each
Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity
or
unenforceability of the lien resulting from the provisions of the Mortgage
providing for adjustment in the Mortgage Interest Rate and Monthly Payment.
Additionally, such policy affirmatively insures ingress and egress to and
from
the Mortgaged Property. Where required by applicable state law or regulation,
the Mortgagor has been given the opportunity to choose the carrier of the
required mortgage title insurance. The Company, its successors and assigns,
are
the sole insureds of such lender’s title insurance policy, such title insurance
policy has been duly and validly endorsed to the Purchaser or the assignment
to
the Purchaser of the Company’s interest therein does not require the consent of
or notification to the insurer and such lender’s title insurance policy is in
full force and effect and will be in full force and effect upon the consummation
of the transactions contemplated by this Agreement and the related Confirmation.
No claims have been made under such lender’s title insurance policy, and no
prior holder of the related Mortgage, including the Company, has done,
by act or
omission, anything which would impair the coverage of such lender’s title
insurance policy;
(n) Other
than a Monthly Payment which is less than thirty days past due, there is
no
default, breach, violation or event of acceleration existing under the
Mortgage
or the related Mortgage Note and no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event permitting acceleration; and neither
the
Company nor any prior mortgagee has waived any default, breach, violation
or
event permitting acceleration. With respect to each Mortgage Loan which
is
indicated by the Company to be a Second Lien Mortgage Loan (as reflected
on the
Mortgage Loan Schedule) (i) the First Lien is in full force and effect,
(ii)
there is no default, breach, violation or event of acceleration existing
under
such First Lien mortgage or the related mortgage note, (iii) either no
consent
for the Mortgage Loan is required by the holder of the First Lien or such
consent has been obtained and is contained in the Mortgage File, (iv) to
the
best of Company’s knowledge, no event which, with the passage of time or with
notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration thereunder, and either
(A)
the First Lien mortgage contains a provision which allows or (B) applicable
law
requires, the mortgagee under the Second Lien Mortgage Loan to receive
notice
of, and affords such mortgagee an opportunity to cure any default by payment
in
full or otherwise under the First Lien mortgage, and (v) such Second Lien
Mortgage Loan is secured by a one- to four-family residence that was (or
would
be) the principal residence of the Mortgagor upon the origination of the
Second
Lien Mortgage Loan;
(o) There
are
no mechanics’ or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under law could give rise
to
such liens) affecting the related Mortgaged Property which are or may be
liens
prior to or equal to the lien of the related Mortgage;
(p) All
improvements subject to the Mortgage which were considered in determining
the
Appraised Value of the Mortgaged Property lie wholly within the boundaries
and
building restriction lines of the Mortgaged Property (and wholly within
the
project with respect to a condominium unit) and no improvements on adjoining
properties encroach upon the Mortgaged Property except those which are
insured
against by the title insurance policy referred to in clause (m) above and
all
improvements on the property comply with all applicable zoning and subdivision
laws and ordinances;
(q) The
Mortgage Loan was originated by or for the Company. The Mortgage Loan complies
with all the terms, conditions and requirements of the Company’s Underwriting
Standards in effect at the time of origination of such Mortgage Loan. The
Mortgage Notes and Mortgages (exclusive of any riders) are on forms generally
acceptable to Xxxxxx Xxx or Xxxxxxx Mac, with certain modifications to
reflect
the subprime nature of the terms of the related Mortgage Loan, which
modifications are standard with respect to subprime mortgage loans in the
secondary mortgage market and generally acceptable to prudent mortgage
lenders.
The Mortgage Loan bears interest at the Mortgage Interest Rate set forth
in the
related Mortgage Loan Schedule, and Monthly Payments under the Mortgage
Note are
due and payable on the first day of each month. The Mortgage contains the
usual
and enforceable provisions of the originator at the time of origination
for the
acceleration of the payment of the unpaid principal amount of the Mortgage
Loan
if the related Mortgaged Property is sold without the prior consent of
the
mortgagee thereunder;
(r) The
Mortgaged Property is not subject to any material damage by waste, fire,
earthquake, windstorm, flood or other casualty, and, except as set forth
in the
related appraisal, is in good repair. At origination of the Mortgage Loan
there
was, and there currently is, no proceeding pending for the total or partial
condemnation of the Mortgaged Property. There have not been any condemnation
proceedings with respect to the Mortgaged Property and there are no such
proceedings scheduled to commence at a future date;
(s) The
related Mortgage contains customary and enforceable provisions such as
to render
the rights and remedies of the holder thereof adequate for the realization
against the Mortgaged Property of the benefits of the security provided
thereby.
There is no homestead or other exemption (other than under the Servicemembers
Civil Relief Act) available to the Mortgagor which would interfere with
the
right to sell the Mortgaged Property at a trustee’s sale or the right to
foreclose the Mortgage;
(t) If
the
Mortgage constitutes a deed of trust, a trustee, authorized and duly qualified
if required under applicable law to act as such, has been properly designated
and currently so serves and is named in the Mortgage, and no fees or expenses
are or will become payable by the Purchaser to the trustee under the deed
of
trust, except in connection with a trustee’s sale or attempted sale after
default by the Mortgagor;
(u) The
Mortgage File contains an appraisal of the related Mortgaged Property which,
(a)
with respect to each Mortgage Loan secured by a single family home, was
on
appraisal form 1004, (b) with respect to each Mortgage Loan secured by
a
condominium, was on appraisal form 1073, or (c) with respect to each Mortgage
Loan secured by a 2-4 family home, was on appraisal form 1025 and (d) with
respect to (a), (b) and (c) above was signed prior to the final approval
of the
mortgage loan application by a Qualified Appraiser, who had no interest,
direct
or indirect, in the Mortgaged Property or in any loan made on the security
thereof, and whose compensation is not affected by the approval or disapproval
of the Mortgage Loan, and the appraisal and appraiser both satisfy the
requirements of Title XI of FIRREA and the regulations promulgated thereunder,
all as in effect on the date the Mortgage Loan was originated. The appraisal
is
in a form acceptable to Xxxxxx Mae or Xxxxxxx Mac;
(v) All
parties which have had any interest in the Mortgage, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held
and disposed of such interest, were) (A) in compliance with any and all
applicable licensing requirements of the laws of the state wherein the
Mortgaged
Property is located, and (B) (1) organized under the laws of such state,
or (2)
qualified to do business in such state, or (3) federal savings and loan
associations or national banks or a Federal Home Loan Bank or savings bank
having principal offices in such state, or (4) not doing business in such
state;
(w) The
related Mortgage Note is not and has not been secured by any collateral except
the lien of the corresponding Mortgage and the security interest of any
applicable security agreement or chattel mortgage referred to in (j) above
and
such collateral does not serve as security for any other obligation unless
as
disclosed in the related Mortgage Loan Schedule; provided that the Company
shall
not be required to disclose a lien on the related Mortgaged Property other
than
the lien of the related Mortgage if such lien is a “carryback”.
(x) The
Mortgagor has received all disclosure materials required by applicable
law with
respect to the making of such mortgage loans;
(y) The
Mortgage Loan does not contain “graduated payment” features and does not have a
shared appreciation or other contingent interest feature; no Mortgage Loan
contains any buydown provisions;
(z) No
Mortgagor was a debtor in any state or federal bankruptcy or insolvency
proceeding at the time the Mortgage Loan was originated. Following the
date of
origination of the Mortgage Loan, the Mortgagor was not a debtor in any
state or
federal bankruptcy or insolvency proceeding, and the Mortgaged Property
has not
been subject to any bankruptcy or foreclosure proceedings. Other than as
set
forth in the related Mortgage Loan Schedule and taking into account the
subprime
nature of the Mortgage Loan, the Company has no knowledge of any circumstances
or conditions with respect to the Mortgage, the Mortgaged Property, the
Mortgagor or the Mortgagor’s credit standing that could reasonably be expected
to cause investors to regard the Mortgage Loan as an unacceptable investment,
cause the Mortgage Loan to become delinquent, or materially adversely affect
the
value or marketability of the Mortgage Loan;
(aa) Principal
payments on the Mortgage Loan commenced no more than sixty (60) days after
the
funds were disbursed in connection with the Mortgage Loan, or at the end
of the
related interest-only period with respect to interest-only Mortgage Loans.
Except with respect to 40/30 Mortgage Loans, the Mortgage Loans have an
original
term to maturity of not more than 30 years, with interest payable in arrears
on
the first day of each month. Except with respect to 40/30 Mortgage Loans,
each
Mortgage Note requires a monthly payment which is sufficient to fully amortize
the original principal balance over the original term thereof (other than
during
the interest-only period with respect to a Mortgage Loan identified on
the
related Mortgage Loan Schedule as an interest-only Mortgage Loan) and to
pay
interest at the related Mortgage Interest Rate. With respect to each Mortgage
Loan identified on the Mortgage Loan Schedule as an interest-only Mortgage
Loan,
the interest-only period does not exceed ten (10) years (or such lesser
period
specified on the Mortgage Loan Schedule) and following the expiration of
such
interest-only period, the remaining Monthly Payments shall be sufficient
to
fully amortize the original principal balance over the remaining term of
the
Mortgage Loan. No Mortgage Loan contains terms or provisions which would
result
in negative amortization. No Mortgage Loan provides for the capitalization
or
forbearance of interest. With respect to each Balloon Mortgage Loan, the
Mortgage Note requires a monthly payment which is sufficient to fully amortize
the original principal balance over the original term thereof and to pay
interest at the related Mortgage Interest Rate and requires a final Monthly
Payment substantially greater than the preceding monthly payment which
is
sufficient to repay the remaining unpaid principal balance of the Balloon
Mortgage Loan at the Due Date of such monthly payment. No Balloon Mortgage
Loan
has an original stated maturity of less than seven (7) years;
(bb) No
Mortgage Loan is subject to a lender-paid mortgage insurance policy;
(cc) As
to any
Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage
is
in recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located;
(dd) The
Mortgaged Property is located in the state identified in the related Mortgage
Loan Schedule and consists of a single parcel of real property with a detached
single family residence erected thereon, or a townhouse, or a two-to four-family
dwelling, or an individual condominium unit in a condominium project, or
an
individual unit in a planned unit development or a de minimis planned unit
development, provided, however, that no residence or dwelling is a single
parcel
of real property with a cooperative housing corporation erected thereon,
or a
mobile home. As of the date of origination, no portion of the Mortgaged
Property
was used for commercial purposes, and since the date or origination no
portion
of the Mortgaged Property has been used for commercial purposes;
(ee) Except
as
set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
are
subject to a Prepayment Penalty. For any Mortgage Loan originated prior
to
October 1, 2002 that is subject to a Prepayment Penalty, such prepayment
penalty
does not extend beyond five years after the date of origination. For any
Mortgage Loan originated on or following October 1, 2002 that is subject
to a
Prepayment Penalty, such prepayment penalty does not extend beyond three
years
after the date of origination. Any such prepayment penalty is permissible
and
enforceable in accordance with its terms upon the Mortgagor’s full and voluntary
principal prepayment under applicable law. With respect to any Mortgage
Loan
that contains a provision permitting imposition of a premium upon a prepayment
prior to maturity: (i) prior to the loan’s origination, the Mortgagor agreed to
such premium in exchange for a monetary benefit, including but not limited
to a
rate or fee reduction, (ii) prior to the loan’s origination, the Mortgagor was
offered the option of obtaining a Mortgage Loan that did not require payment
of
such a premium, (iii) the prepayment premium is disclosed to the Mortgagor
in
the loan documents pursuant to applicable state and federal law, (iv) for
Mortgage Loans originated on or after September 1, 2004, the duration of
the
prepayment period shall not exceed three (3) years from the date of the
Mortgage
Note, unless the Mortgage Loan was modified to reduce the prepayment period
to
no more than three years from the date of the Mortgage Note and the Mortgagor
was notified in writing of such reduction in prepayment period, and (v)
notwithstanding any state or federal law to the contrary, the Company shall
not
impose such prepayment premium in any instance when the Mortgage Loan is
accelerated or paid off in connection with the Mortgagor’s failure to make the
Monthly Payments;
(ff) The
Mortgaged Property is lawfully occupied under applicable law, and all
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and, with respect
to
the use and occupancy of the same, including but not limited to certificates
of
occupancy and fire underwriting certificates, have been made or obtained
from
the appropriate authorities;
(gg) If
the
Mortgaged Property is a condominium unit or a planned unit development
(other
than a de minimis planned unit development), such condominium or planned
unit
development project meets the eligibility requirements for condominiums
set
forth in the Seller’s Underwriting Guidelines;
(hh) There
is
no pending action or proceeding directly involving the Mortgaged Property
in
which compliance with any environmental law, rule or regulation is an issue;
there is no violation of any environmental law, rule or regulation with
respect
to the Mortgaged Property; and nothing further remains to be done to satisfy
in
full all requirements of each such law, rule or regulation constituting
a
prerequisite to use and enjoyment of said property;
(ii) The
Mortgagor has not notified the Company requesting relief under the Soldiers’ and
Sailors’ Civil Relief Act of 1940 or the Servicemembers Civil Relief Act, and
the Company has no knowledge of any relief requested or allowed to the
Mortgagor
under the Soldiers’ and Sailors’ Civil Relief Act of 1940 or the Servicemembers
Civil Relief Act or any similar state laws;
(jj) As
of the
related Closing Date, no Mortgage Loan was in construction or rehabilitation
status or has facilitated the trade-in or exchange of a Mortgaged
Property;
(kk) No
action
has been taken or failed to be taken on or prior to the related Closing
Date
which has resulted or will result in an exclusion from, denial of, or defense
to
coverage under any insurance policy related to a Mortgage Loan (including,
without limitation, any exclusions, denials or defenses which would limit
or
reduce the availability of the timely payment of the full amount of the
loss
otherwise due thereunder to the insured) whether arising out of actions,
representations, errors, omissions, negligence, or fraud, or for any other
reason under such coverage;
(ll) The
Mortgage Loan was originated by a savings and loan association, a savings
bank,
a commercial bank, a credit union, an insurance company, or similar institution
which is supervised and examined by a federal or state authority, or by
a
mortgagee approved by the Secretary of HUD pursuant to Sections 203 and
211 of
the National Housing Act;
(mm) If
the
Mortgage Loan is secured by a leasehold estate: (A) the Mortgagor is the
owner
of a valid and subsisting leasehold interest under such ground lease; (B)
such
ground lease is in full force and effect, unmodified and not supplemented
by any
writing or otherwise; (C) all rent, additional rent and other charges reserved
therein have been fully paid to the extent payable as of the related Closing
Date; (D) the Mortgagor enjoys the quiet and peaceful possession of the
leasehold estate; (E) the Mortgagor is not in default under any of the
terms of
such ground lease, and there are no circumstances which, with the passage
of
time or the giving of notice, or both, would result in a default under
such
ground lease; (F) the lessor under such ground lease is not in default
under any
of the terms or provisions of such ground lease on the part of the lessor
to be
observed or performed; (G) the lessor under such ground lease has satisfied
any
repair or construction obligations due as of the related Closing Date pursuant
to the terms of such ground lease; (H) the execution, delivery and performance
of the Mortgage do not require the consent (other than those consents which
have
been obtained and are in full force and effect) under, and will not contravene
any provision of or cause a default under, such ground lease; (I) the term
of
such lease does not terminate earlier than five (5) years after the maturity
date of the Mortgage Note; (J) the ground lease is assignable or transferable
either without restriction, or upon payment of a reasonable fee and delivery
of
reasonable documentation to the lessor; (K) the ground lease does not contain
default provisions that could give rise to forfeiture or termination (other
than
for non-payment) of the lease without the mortgagee being entitled to receive
written notice of, and a reasonable opportunity to cure the default; (L)
the
ground lease or a memorandum thereof has been recorded and by its terms
permits
the mortgaging of the related Mortgaged Property; (M) the ground lease
protects
the mortgagee’s interests in the event of a property condemnation and grants the
mortgagee all other standard protection necessary to protect such mortgagee’s
security interest; and (N) the use of leasehold estates for residential
properties is a widely accepted practice in the jurisdiction in which the
Mortgaged Property is located;
(nn) With
respect to any broker fees collected and paid on any of the Mortgage Loans,
all
broker fees have been properly assessed to the Mortgagor and no claims
will
arise as to broker fees that are double charged and for which the Mortgagor
would be entitled to reimbursement;
(oo) With
respect to any Mortgage Loan as to which an affidavit has been delivered
to the
Purchaser certifying that the original Mortgage Note has been lost or destroyed
and not been replaced, if such Mortgage Loan is subsequently in default,
the
enforcement of such Mortgage Loan will not be materially adversely affected
by
the absence of the original Mortgage Note;
(pp) Each
Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A)
of
the Code and Treasury Regulations Section 1.860G-2(a)(1);
(qq) Except
as
provided in Section 2.06, the Mortgage Note, the Mortgage, the Assignment
of
Mortgage and the other Mortgage Loan Documents set forth in Exhibit A-1
and
required to be delivered on the related Closing Date have been delivered
to the
Purchaser or its designee all in compliance with the specific requirements
of
this Agreement. With respect to each Mortgage Loan, the Company is in possession
of a complete Mortgage File and Servicing File except for such documents
as have
been delivered to the Purchaser or its designee;
(rr) All
information supplied by, on behalf of, or concerning the Mortgagor is true,
accurate and complete and does not contain any statement that is or will
be
inaccurate or misleading in any material respect;
(ss) There
does not exist on the related Mortgaged Property any hazardous substances,
hazardous wastes or solid wastes, as such terms are defined in the Comprehensive
Environmental Response Compensation and Liability Act, the Resource Conservation
and Recovery Act of 1976, or other federal, state or local environmental
legislation;
(tt) No
Mortgage Loan had a Loan-to-Value Ratio at the time of origination of more
than
100% and no Mortgage Loan had a Combined Loan-to-Value Ratio at the time
of
origination of more than 100%;
(uu) No
Mortgage Loan is (a) subject to, covered by or in violation of the Home
Ownership and Equity Protection Act of 1994 (“HOEPA”), (b) classified as a “high
cost,” “covered,” “high risk home”, “high-rate, high-fee,” “threshold,” or
“predatory” loan under HOEPA or any other applicable state, federal or local
law, including any predatory or abusive lending laws (or a similarly classified
loan using different terminology under a law imposing heightened scrutiny
or
additional legal liability for a residential mortgage loan having high
interest
rates, points and/or fees), (c) a High Cost Loan or Covered Loan, as applicable
(as such terms are defined in the current version of Standard & Poor’s
LEVELS® Glossary Revised, Appendix E) or (d) in violation of any state law or
ordinance comparable to HOEPA;
(vv) No
Mortgagor was required to purchase any credit life, disability, accident,
unemployment, property or health insurance product or debt cancellation
agreement as a condition of obtaining the extension of credit. No Mortgagor
obtained a prepaid single premium credit life, disability, unemployment,
property, mortgage, accident or health insurance policy in connection with
the
origination of the Mortgage Loan; no proceeds from any Mortgage Loan were
used
to purchase or finance single-premium insurance policies or debt cancellation
agreements as part of the origination of or as a condition to closing,
such
Mortgage Loan;
(ww) Any
principal advances made to the Mortgagor prior to the related Closing Date
have
been consolidated with the outstanding principal amount secured by the
Mortgage,
and the secured principal amount, as consolidated, bears a single interest
rate
and single repayment term. The lien of the Mortgage securing the consolidated
principal amount is expressly insured as having (A) first lien priority
with
respect to each Mortgage Loan which is indicated by the Company to be a
First
Lien (as reflected on the Mortgage Loan Schedule), or (B) second lien priority
with respect to each Mortgage Loan which is indicated by the Company to
be a
Second Lien Mortgage Loan (as reflected on the Mortgage Loan Data Transmission),
in either case, by a title insurance policy, an endorsement to the policy
insuring the mortgagee’s consolidated interest or by other title evidence
generally acceptable to prudent lenders of subprime mortgage loans in the
secondary mortgage market. The consolidated principal amount does not exceed
the
original principal amount of the Mortgage Loan;
(xx) Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
(yy) [Reserved];
(zz) With
respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and
such MIN
is accurately provided on the related Mortgage Loan Schedule. The related
assignment of Mortgage to MERS has been duly and properly recorded;
(aaa) With
respect to each MERS Mortgage Loan, the Company has not received any notice
of
liens or legal actions with respect to such Mortgage Loan and no such notices
have been electronically posted by MERS;
(bbb) Any
Mortgaged Property that is considered manufactured housing shall be legally
classified as real property, is permanently affixed to a foundation and
must
assume the characteristics of site-built housing and must otherwise conform
to
the requirements of Xxxxxx Xxx and Xxxxxxx Mac, including without limitation
the
requirement that such manufactured housing will be the principal residence
of
the Mortgagor upon origination of the Mortgage Loan;
(ccc) With
respect to each Mortgage Loan, the Company has fully and accurately furnished
complete information on the related borrower credit files to Equifax, Experian
and Trans Union Credit Information Company, in accordance with the Fair Credit
Reporting Act and its implementing regulations, on a monthly basis and
the
Company will fully furnish, in accordance with the Fair Credit Reporting
Act and
its implementing regulations, accurate and complete information on its
borrower
credit files to Equifax, Experian, and Trans Union Credit Information Company,
on a monthly basis.
(ddd) The
Company has complied with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001
(collectively, the “Anti-Money
Laundering Laws”);
the
Company has established an anti-money laundering compliance program as
required
by the Anti-Money Laundering Laws, has conducted the requisite due diligence
in
connection with the origination of each Mortgage Loan for purposes of the
Anti-Money Laundering Laws, including with respect to the legitimacy of
the
applicable Mortgagor and the origin of the assets used by the said Mortgagor
to
purchase the property in question, and maintains, and will maintain, sufficient
information to identify the applicable Mortgagor for purposes of the Anti-Money
Laundering Laws. No Mortgage Loan is subject to nullification pursuant
to
Executive Order 13224 (the “Executive Order”) or the regulations promulgated by
the Office of Foreign Assets Control of the United States Department of
the
Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the
OFAC Regulations, and no Mortgagor is subject to the provisions of such
Executive Order or the OFAC Regulations nor listed as a “blocked person” for
purposes of the OFAC Regulations;
(eee) With
respect to each Mortgage Loan which is a Second Lien Mortgage Loan if the
related first lien provides for negative amortization, the LTV was calculated
at
the maximum principal balance of such first lien that could result upon
application of such negative amortization feature;
(fff) No
predatory or deceptive lending practices, including but not limited to,
the
extension of credit to the applicable Mortgagor without regard for said
Mortgagor’s ability to repay the Mortgage Loan and the extension of credit to
said Mortgagor which has no apparent benefit to said Mortgagor, were employed
by
the originator of the Mortgage Loan in connection with the origination
of the
Mortgage Loan;
(ggg) No
Mortgage Loan is a “High Cost Home Loan” as defined in the Georgia Fair Lending
Act, as amended (the “Georgia Act”) or New York Banking Law 6-1. No Mortgage
Loan secured by owner occupied real property or an owner occupied manufactured
home located in the State of Georgia was originated (or modified) on or
after
October 1, 2002 through and including March 6, 2003;
(hhh) No
Mortgagor was encouraged or required to select a Mortgage Loan product
offered
by the Mortgage Loan’s originator which is a higher cost product designed for
less creditworthy borrowers, unless at the time of the Mortgage Loan’s
origination, such Mortgagor did not qualify taking into account credit
history
and debt to income ratios for a lower cost credit product then offered
by the
Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s originator.
If, at the time of loan application, the Mortgagor may have qualified for
a
lower cost credit product then offered by any mortgage lending affiliate
of the
Mortgage Loan’s originator, the Mortgage Loan’s originator referred the
Mortgagor’s application to such affiliate for underwriting
consideration;
(iii) The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the Mortgagor’s income,
assets and liabilities to the proposed payment and such underwriting methodology
does not rely on the extent of the Mortgagor’s equity in the collateral as the
principal determining factor in approving such credit extension. Under
such
underwriting methodology at the time of origination (application/approval)
the
Mortgagor had a reasonable ability to make timely payments on the Mortgage
Loan;
(jjj) All
points, fees and charges (including finance charges) and whether or not
financed, assessed, collected or to be collected in connection with the
origination and servicing of each Mortgage Loan have been disclosed in
writing
to the Mortgagor in accordance with applicable state and federal law and
regulation;
(kkk) All
points and fees related to each Mortgage Loan were disclosed in writing
to the
Mortgagor in accordance with applicable state and federal law and regulation.
No
Mortgagor was charged “points and fees” (whether or not financed) in an amount
greater than any applicable limits under applicable local, state and federal
law
and regulation;
(lll) The
Company will transmit full-file credit reporting data for each Mortgage
Loan
pursuant to Xxxxxx Mae Guide Announcement 95-19 and for each Mortgage Loan,
Company agrees it shall report one of the following statuses each month
as
follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off;
(mmm) [Reserved];
(nnn) No
Mortgage Loan is a “High-Cost Home Loan” under the New Jersey Home Ownership
Security Act of 2002 (the “NJ Act”); and each Mortgage Loan subject to the NJ
Act is considered under the NJ Act as, either, a (1) purchase money Home
Loan,
(2) purchase money Covered Loan (with respect to Mortgage Loans which were
originated between November 26, 2003 and July 7, 2004), or (3) a rate/term
refinance Home Loan;
(ooo) No
Mortgagor agreed to submit to arbitration to resolve any dispute arising
out of
or relating in any way to the Mortgage Loan transaction;
(ppp) The
Mortgagor has not made or caused to be made any payment in the nature of
an
“average” or “yield spread premium” to a mortgage broker or a like Person which
has not been fully disclosed to the Mortgagor;
(qqq) No
Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
of
Massachusetts was made to pay off or refinance an existing loan or other
debt of
the related borrower (as the term “borrower” is defined in the regulations
promulgated by the Massachusetts Secretary of State in connection with
the
Massachusetts General Laws Chapter 183, Section 28C) unless (a) the related
Mortgage Interest Rate (that would be effective once the introductory rate
expires, with respect to Adjustable Rate Mortgage Loans) did or would not
exceed
by more than 2.50% the yield on United States Treasury securities having
comparable periods of maturity to the maturity of the related Mortgage
Loan as
of the fifteenth day of the month immediately preceding the month in which
the
application for the extension of credit was received by the related lender
or
(b) the Mortgage Loan is an “open-end home loan” (as such term is used in the
Massachusetts General Laws Chapter 183, Section 28C or the regulations
promulgated in connection therewith) and the related Mortgage Note provides
that
the related Mortgage Interest Rate may not exceed at any time the Prime
rate
index as published in the Wall Street Journal plus a margin of one percent;
and
(rrr) With
respect to each Mortgage Loan, the Mortgage Loan’s originator offered the
Mortgagor mortgage loan products offered by such Mortgage Loan’s originator, or
any affiliate of such Mortgage Loan’s originator, for which the Mortgagor
qualified.
EXHIBIT
E
REQUEST
FOR RELEASE
To:
Xxxxx
Fargo Bank, N.A.
Attn:
Inventory Control
0000
00xx
Xxxxxx
XX
Xxxxxxxxxxx,
XX 00000
|
Re:
|
Pooling
and Servicing Agreement, dated as of October 1, 2006, among Mortgage
Asset
Securitization Transactions, Inc., Ocwen Loan Servicing, LLC,
Xxxxx
Fargo Bank, N.A. and U.S. Bank National Association, Mortgage
Pass-Through Certificates, Series
2006-AM3
|
In
connection with the administration of the Mortgage Loans held by you as
Custodian pursuant to the above-captioned Pooling and Servicing Agreement,
we
request the release, and hereby acknowledge receipt of the [Custodian’s]
[Trustee’s] Mortgage File Or the Mortgage Loan described below, for the reason
indicated.
In
addition, all amounts have been received in connection with such payment,
repurchase or liquidation and have been credited to the related Collection
Account.
Mortgage
Loan Number:
Mortgagor
Name. Address & Zip Code:
Reason
for Requesting Documents
(check
one):
|
1.
|
Mortgage
Paid in Full ____
|
|
2.
|
Foreclosure
____
|
|
3.
|
Substitution
____
|
|
4.
|
Other
Liquidation (Repurchases, etc.) ____
|
|
5.
|
Nonliquidation
Reason: ______________________________________
|
Address
to which Custodian should deliver
the
[Custodian's] [Trustee’s] Mortgage File:
|
By:
|
||
|
(authorized
signer)
|
||
|
Issuer:
|
||
|
Address:
|
||
|
Date:
|
||
[Custodian]
[Trustee]
[Xxxxx
Fargo Bank, N.A.]
[Deutsche
Bank National Trust Company]
Please
acknowledge the execution of the above request by your signature and date
below:
_____________________
___________
Signature
Date
Documents
returned to [Custodian][Trustee]:
_____________________
___________
[Custodian][Trustee]
Date
EXHIBIT
F-1
FORM
OF
TRANSFEROR REPRESENTATION LETTER
[Date]
Xxxxx
Fargo Bank, N.A.
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attn:
Client Services Manager / MASTR 2006-AM3
|
Re:
|
MASTR
Asset Backed Securities Trust 2006-AM3, Mortgage Pass-Through
Certificates, Class ___, representing
a %
Class Percentage
Interest
|
Ladies
and Gentlemen:
In
connection with the transfer by ________________ (the “Transferor”) to
________________ (the “Transferee”) of the captioned Mortgage Pass-Through
certificates (the “Certificates”), the Transferor hereby certifies as
follows:
Neither
the Transferor nor anyone acting on its behalf has (a) offered, pledged,
sold,
disposed of or otherwise transferred any Certificate, any interest in any
Certificate or any other similar security to any person in any manner, (b)
has
solicited any offer to buy or to accept a pledge, disposition or other transfer
of any Certificate, any interest in any Certificate or any other similar
security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate
or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner,
(e)
has taken any other action, that (in the case of each of subclauses (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933, as amended (the “1933 Act”), or would render the
disposition of any Certificate a violation of Section 5 of the 1933 Act or
any
state securities law or would require registration or qualification pursuant
thereto. The Transferor will not act, nor has it authorized or will it authorize
any person to act, in any manner set forth in the foregoing sentence with
respect to any Certificate. The Transferor will not sell or otherwise transfer
any of the Certificates, except in compliance with the provisions of that
certain Pooling and Servicing Agreement, dated as of October 1, 2006, among
Mortgage Asset Securitization Transactions, Inc. as Depositor, Xxxxx Fargo
Bank,
N.A., as Servicer, Xxxxx Fargo Bank, N.A. as Master Servicer and Trust
Administrator and U.S. Bank National Association as Trustee (the “Pooling and
Servicing Agreement”), pursuant to which Pooling and Servicing Agreement the
Certificates were issued.
Capitalized
terms used but not defined herein shall have the meanings assigned thereto
in
the Pooling and Servicing Agreement.
|
Very
truly yours,
|
|
|
[Transferor]
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
FORM
OF
TRANSFEREE REPRESENTATION LETTER
[Date]
Xxxxx
Fargo Bank, N.A.
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attn:
Client Services Manager / MASTR 2006-AM3
|
Re:
|
MASTR
Asset Backed Securities Trust 2006-AM3, Mortgage Pass-Through
Certificates, Series 2006-AM3,
Class ,
representing a %
Class
Percentage
Interest
|
Ladies
and Gentlemen:
In
connection with the purchase from ______________________ (the “Transferor”) on
the date hereof of the captioned trust certificates (the “Certificates”),
_______________ (the “Transferee”) hereby certifies as follows:
1. The
Transferee is a “qualified institutional buyer” as that term is defined in Rule
144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has
completed either of the forms of certification to that effect attached hereto
as
Annex 1 or Annex 2. The Transferee is aware that the sale to it is being
made in
reliance on Rule 144A. The Transferee is acquiring the Certificates for its
own
account or for the account of a qualified institutional buyer, and understands
that such Certificate may be resold, pledged or transferred only (i) to a
person
reasonably believed to be a qualified institutional buyer that purchases
for its
own account or for the account of a qualified institutional buyer to whom
notice
is given that the resale, pledge or transfer is being made in reliance on
Rule
144A, or (ii) pursuant to another exemption from registration under the 1933
Act.
2. The
Transferee has been furnished with all information regarding (a) the
Certificates and distributions thereon, (b) the nature, performance and
servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
referred to below, and (d) any credit enhancement mechanism associated with
the
Certificates, that it has requested.
All
capitalized terms used but not otherwise defined herein have the respective
meanings assigned thereto in the Pooling and Servicing Agreement, dated as
of
October 1, 2006, among Mortgage Asset Securitization Transactions, Inc. as
Depositor, Xxxxx Fargo Bank, N.A., as Servicer, Xxxxx Fargo Bank, N.A. as
Master
Servicer and Trust Administrator and U.S. Bank National Association as Trustee,
pursuant to which the Certificates were issued.
|
[TRANSFEREE]
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
ANNEX
1 TO EXHIBIT F-1
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[FOR
TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]
The
undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Xxxxx Fargo Bank, N.A., as Trust Administrator, with respect
to the Mortgage Pass-Through certificates (the “Certificates”) described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:
1.
As
indicated below, the undersigned is the President, Chief Financial Officer,
Senior Vice President or other executive officer of the entity purchasing
the
Certificates (the “Transferee”).
2.
In
connection with purchases by the Transferee, the Transferee is a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities
Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a
discretionary basis $______________________1
in
securities (except for the excluded securities referred to below) as of the
end
of the Transferee's most recent fiscal year (such amount being calculated
in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria
in the
category marked below.
___
CORPORATION, ETC. The Transferee is a corporation (other than a bank, savings
and loan association or similar institution), Massachusetts or similar business
trust, partnership, or any organization described in Section 501(c)(3) of
the
Internal Revenue Code of 1986.
___
BANK.
The Transferee (a) is a national bank or banking institution organized under
the
laws of any State, territory or the District of Columbia, the business of
which
is substantially confined to banking and is supervised by the State or
territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of which
is
attached hereto.
___
SAVINGS AND LOAN. The Transferee (a) is a savings and loan association, building
and loan association, cooperative bank, homestead association or similar
institution, which is supervised and examined by a State or Federal authority
having supervision over any such institutions or is a foreign savings and
loan
association or equivalent institution and (b) has an audited net worth of
at
least
_____________________
1 Transferee
must own and/or invest on a discretionary basis at least $100,000,000 in
securities unless Transferee is a dealer, and, in that case, Transferee
must own
and/or invest on a discretionary basis at least $10,000,000 in securities.
$25,000,000 as demonstrated in its latest annual financial statements,
A COPY OF
WHICH IS ATTACHED HERETO.
___
BROKER-DEALER. The Transferee is a dealer registered pursuant to Section
15 of
the Securities Exchange Act of 1934.
___
INSURANCE COMPANY. The Transferee is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring
of
risks underwritten by insurance companies and which is subject to supervision
by
the insurance commissioner or a similar official or agency of a State, territory
or the District of Columbia.
___
STATE
OR LOCAL PLAN. The Transferee is a plan established and maintained by a State,
its political subdivisions, or any agency or instrumentality of the State
or its
political subdivisions, for the benefit of its employees.
___
ERISA
PLAN. The Transferee is an employee benefit plan within the meaning of Title
I
of the Employee Retirement Income Security Act of 1974.
___
INVESTMENT ADVISOR. The Transferee is an investment advisor registered under
the
Investment Advisers Act of 1940.
3.
The
term “SECURITIES” as used herein DOES NOT INCLUDE (i) securities of issuers that
are affiliated with the Transferee, (ii) securities that are part of an unsold
allotment to or subscription by the Transferee, if the Transferee is a dealer,
(iii) securities issued or guaranteed by the U.S. or any instrumentality
thereof, (iv) bank deposit notes and certificates of deposit, (v) loan
participations, (vi) repurchase agreements, (vii) securities owned but subject
to a repurchase agreement and (viii) currency, interest rate and commodity
swaps.
4.
For
purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Transferee, the Transferee used the cost
of such
securities to the Transferee and did not include any of the securities referred
to in the preceding paragraph. Further, in determining such aggregate amount,
the Transferee may have included securities owned by subsidiaries of the
Transferee, but only if such subsidiaries are consolidated with the Transferee
in its financial statements prepared in accordance with generally accepted
accounting principles and if the investments of such subsidiaries are managed
under the Transferee's direction. However, such securities were not included
if
the Transferee is a majority-owned, consolidated subsidiary of another
enterprise and the Transferee is not itself a reporting company under the
Securities Exchange Act of 1934.
5.
The
Transferee acknowledges that it is familiar with Rule 144A and understands
that
the Transferor and other parties related to the Certificates are relying
and
will continue to rely on the statements made herein because one or more sales
to
the Transferee may be in reliance on Rule 144A.
|
___
|
___
|
Will
the Transferee be purchasing the Certificates
|
|
Yes
|
No
|
only
for the Transferee's own account?
|
6.
If the
answer to the foregoing question is “no”, the Transferee agrees that, in
connection with any purchase of securities sold to the Transferee for the
account of a third party (including any separate account) in reliance on
Rule
144A, the Transferee will only purchase for the account of a third party
that at
the time is a “qualified institutional buyer” within the meaning of Rule 144A.
In addition, the Transferee agrees that the Transferee will not purchase
securities for a third party unless the Transferee has obtained a current
representation letter from such third party or taken other appropriate steps
contemplated by Rule 144A to conclude that such third party independently
meets
the definition of “qualified institutional buyer” set forth in Rule
144A.
7.
The
Transferee will notify each of the parties to which this certification is
made
of any changes in the information and conclusions herein. Until such notice
is
given, the Transferee's purchase of the Certificates will constitute a
reaffirmation of this certification as of the date of such purchase. In
addition, if the Transferee is a bank or savings and loan as provided above,
the
Transferee agrees that it will furnish to such parties updated annual financial
statements promptly after they become available.
Dated:
___________
|
Print
Name of Transferee
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
ANNEX
2 TO EXHIBIT F-1
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[FOR
TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]
The
undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Xxxxx Fargo Bank, N.A., as Trust Administrator, with respect
to the Mortgage Pass-Through certificates (the “Certificates”) described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:
1.
As
indicated below, the undersigned is the President, Chief Financial Officer
or
Senior Vice President of the entity purchasing the Certificates (the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that
term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”)
because the Transferee is part of a Family of Investment Companies (as defined
below), is such an officer of the investment adviser (the
“Adviser”).
2.
In
connection with purchases by the Transferee, the Transferee is a “qualified
institutional buyer” as defined in Rule 144A because (i) the Transferee is an
investment company registered under the Investment Company Act of 1940, and
(ii)
as marked below, the Transferee alone, or the Transferee's Family of Investment
Companies, owned at least $100,000,000 in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most recent
fiscal year. For purposes of determining the amount of securities owned by
the
Transferee or the Transferee's Family of Investment Companies, the cost of
such
securities was used.
|
____
|
The
Transferee owned $___________________ in securities (other than
the
excluded securities referred to below) as of the end of the Transferee's
most recent fiscal year (such amount being calculated in accordance
with
Rule 144A).
|
|
____
|
The
Transferee is part of a Family of Investment Companies which owned
in the
aggregate $______________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's
most
recent fiscal year (such amount being calculated in accordance
with Rule
144A).
|
3.
The
term “FAMILY OF INVESTMENT COMPANIES” as used herein means two or more
registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue
of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4.
The
term “SECURITIES” as used herein does not include (i) securities of issuers that
are affiliated with the Transferee or are part of the Transferee's Family
of
Investment Companies, (ii) securities issued or guaranteed by the U.S. or
any
instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned
but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.
5.
The
Transferee is familiar with Rule 144A and understands that the parties to
which
this certification is being made are relying and will continue to rely on
the
statements made herein because one or more sales to the Transferee will be
in
reliance on Rule 144A. In addition, the Transferee will only purchase for
the
Transferee's own account.
6.
The
undersigned will notify the parties to which this certification is made of
any
changes in the information and conclusions herein. Until such notice, the
Transferee's purchase of the Certificates will constitute a reaffirmation
of
this certification by the undersigned as of the date of such
purchase.
Dated:
__________
|
Print
Name of Transferee or Advisor
|
|
|
Name
|
|
|
Title
|
|
|
IF
AN ADVISER:
|
|
|
Print
Name of Buyer
|
|
1 Transferee
must own and/or invest on a discretionary basis at least $100,000,000
in
securities unless Transferee is a dealer, and, in that case, Transferee
must own
and/or invest on a discretionary basis at least $10,000,000 in securities.
$25,000,000 as demonstrated in its latest annual financial statements,
A COPY OF
WHICH IS ATTACHED HERETO.
FORM
OF TRANSFEREE REPRESENTATION LETTER
The
undersigned hereby certifies on behalf of the purchaser named below (the
“Purchaser”) as follows:
1.
I am
an executive officer of the Purchaser.
2.
The
Purchaser is a “qualified institutional buyer”, as defined in Rule 144A, (“Rule
144A”) under the Securities Act of 1933, as amended.
3.
As of
the date specified below (which is not earlier than the last day of the
Purchaser's most recent fiscal year), the amount of “securities”, computed for
purposes of Rule 144A, owned and invested on a discretionary basis by the
Purchaser was in excess of $100,000,000.
|
Name
of Purchaser
___________________________________________
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
Date
of
this certificate: ______________
Date
of
information provided in paragraph 3: ______________
EXHIBIT
F-2
FORM
OF
TRANSFER AFFIDAVIT AND AGREEMENT
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
1. The
undersigned is an officer of the proposed Transferee of an Ownership Interest
in
a Class [R] [R-X] Certificate (the “Certificate”) issued pursuant to the Pooling
and Servicing Agreement, (the “Agreement”), relating to the above-referenced
Certificates, dated as of October 1, 2006 (the “Agreement”),
among
Mortgage Asset Securitization Transactions, Inc., as depositor (the
“Depositor”),
Ocwen
Loan Servicing, LLC, as servicer (the “Servicer”),
Xxxxx
Fargo Bank, N.A., master servicer (“the Master
Servicer”)
and
trust administrator (the “Trust Administrator”) and U.S. Bank National
Association, as trustee (the “Trustee”).
Capitalized terms used, but not defined herein or in Exhibit 1 hereto,
shall have the meanings ascribed to such terms in the Agreement. The Transferee
has authorized the undersigned to make this affidavit on behalf of the
Transferee for the benefit of the Depositor and the Trustee.
2. The
Transferee is, as of the date hereof, and will be, as of the date of the
Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
Interest in the Certificate for its own account. The Transferee has no knowledge
that any such affidavit is false.
3. The
Transferee has been advised of, and understands that (i) a tax will be
imposed on Transfers of the Certificate to Persons that are not Permitted
Transferees; (ii) such tax will be imposed on the transferor, or, if such
Transfer is through an agent (which includes a broker, nominee or middleman)
for
a Person that is not a Permitted Transferee, on the agent; and (iii) the
Person otherwise liable for the tax shall be relieved of liability for the
tax
if the subsequent Transferee furnished to such Person an affidavit that such
subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
such Person does not have actual knowledge that the affidavit is
false.
4. The
Transferee has been advised of, and understands that a tax will be imposed
on a
“pass-through entity” holding the Certificate if at any time during the taxable
year of the pass-through entity a Person that is not a Permitted Transferee
is
the record holder of an interest in such entity. The Transferee understands
that
such tax will not be imposed for any period with respect to which the record
holder furnishes to the pass-through entity an affidavit that such record
holder
is a Permitted Transferee and the pass-through entity does not have actual
knowledge that such affidavit is false. (For this purpose, a “pass-through
entity” includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives
and, except as may be provided in Treasury Regulations, persons holding
interests in pass-through entities as a nominee for another
Person.)
5. The
Transferee has reviewed the provisions of Section 5.02 (c) of the Agreement
and
understands the legal consequences of the acquisition of an Ownership Interest
in the Certificate including, without limitation, the restrictions on subsequent
Transfers and the provisions regarding voiding the Transfer and mandatory
sales.
The Transferee expressly agrees to be bound by and to abide by the provisions
of
Section 5.02 (c) of the Agreement and the restrictions noted on the face of
the Certificate. The Transferee understands and agrees that any breach of
any of
the representations included herein shall render the Transfer to the Transferee
contemplated hereby null and void.
6. The
Transferee agrees to require a Transfer Affidavit from any Person to whom
the
Transferee attempts to Transfer its Ownership Interest in the Certificate,
and
in connection with any Transfer by a Person for whom the Transferee is acting
as
nominee, trustee or agent, and the Transferee will not Transfer its Ownership
Interest or cause any Ownership Interest to be Transferred to any Person
that
the Transferee knows is not a Permitted Transferee. In connection with any
such
Transfer by the Transferee, the Transferee agrees to deliver to the Trustee
a
certificate substantially in the form set forth as Exhibit L to the
Agreement (a “Transferor
Certificate”)
to the
effect that such Transferee has no actual knowledge that the Person to which
the
Transfer is to be made is not a Permitted Transferee.
7. The
Transferee has historically paid its debts as they have come due, intends
to pay
its debts as they come due in the future, and understands that the taxes
payable
with respect to the Certificate may exceed the cash flow with respect thereto
in
some or all periods and intends to pay such taxes as they become due. The
Transferee does not have the intention to impede the assessment or collection
of
any tax legally required to be paid with respect to the
Certificate.
8. The
Transferee’s taxpayer identification number is [_____________].
9. The
Transferee is a U.S. Person as defined in Code
Section 7701(a)(30).
10. The
Transferee is aware that the Certificate may be a “noneconomic residual
interest” within the meaning of proposed Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
11. The
Transferee will not cause income from the Certificate to be attributable
to a
foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of the Transferee or any other U.S.
person.
12. Check
one
of the following:
[_] The
present value of the anticipated tax liabilities associated with holding
the
Certificate, as applicable, does not exceed the sum of:
|
(i)
|
the
present value of any consideration given to the Transferee to acquire
such
Certificate;
|
|
(ii)
|
the
present value of the expected future distributions on such Certificate;
and
|
|
(iii)
|
the
present value of the anticipated tax savings associated with holding
such
Certificate as the related REMIC generates
losses.
|
For
purposes of this calculation, (i) the Transferee is assumed to pay tax at
the
highest rate currently specified in Section 11(b) of the Code (but the tax
rate
in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
specified in Section 11(b) of the Code if the Transferee has been subject
to the
alternative minimum tax under Section 55 of the Code in the preceding two
years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using
a
discount rate equal to the short-term Federal rate prescribed by Section
1274(d)
of the Code for the month of the transfer and the compounding period used
by the
Transferee.
[_] The
transfer of the Certificate complies with U.S. Treasury Regulations Sections
1.860E-1(c)(5) and (6) and, accordingly,
|
(i)
|
the
Transferee is an “eligible corporation,” as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), as to which income from
the
Certificate will only be taxed in the United
States;
|
|
(ii)
|
at
the time of the transfer, and at the close of the Transferee’s two fiscal
years preceding the year of the transfer, the Transferee had gross
assets
for financial reporting purposes (excluding any obligation of a
person
related to the Transferee within the meaning of U.S. Treasury Regulations
Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
in
excess of $10 million;
|
|
(iii)
|
the
Transferee will transfer the Certificate only to another “eligible
corporation,” as defined in U.S. Treasury Regulations Section
1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
of
Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
of
the U.S. Treasury Regulations;
and
|
|
(iv)
|
the
Transferee determined the consideration paid to it to acquire the
Certificate based on reasonable market assumptions (including,
but not
limited to, borrowing and investment rates, prepayment and loss
assumptions, expense and reinvestment assumptions, tax rates and
other
factors specific to the Transferee) that it has determined in good
faith.
|
[_] None
of the above.
13. The
Transferee is not an employee benefit plan that is subject to Title I of
ERISA
or a plan that is subject to Section 4975 of the Code or a plan subject to
any Federal, state or local law that is substantially similar to Title I
of
ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf
of
or investing plan assets of such a plan.
IN
WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
behalf, pursuant to the authority of its Board of Directors, by its [Vice]
President, attested by its [Assistant] Secretary, this ____ day of __________,
20__.
|
[OWNER]
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
[Vice]
President
|
ATTEST:
|
By:
|
|
|
Name:
|
|
|
Title:
|
[Assistant]
Secretary
|
Personally
appeared before me the above-named , known or proved to me to be the same
person
who executed the foregoing instrument and to be a [Vice] President of the
Owner,
and acknowledged to me that [he/she] executed the same as [his/her] free
act and
deed and the free act and deed of the Owner.
Subscribed
and sworn before me this ____ day of __________, 20___.
|
Notary
Public
|
|
|
County
of __________________
State
of ___________________
My
Commission expires:
|
FORM
OF TRANSFEROR AFFIDAVIT
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
__________________________,
being duly sworn, deposes, represents and warrants as follows:
1.
I
am a
____________________ of ____________________________ (the “Owner”), a
corporation duly organized and existing under the laws of ______________,
on
behalf of whom I make this affidavit.
2.
The
Owner
is not transferring the Residual Certificates (the “Residual Certificates”) to
impede the assessment or collection of any tax.
3.
The
Owner
has no actual knowledge that the Person that is the proposed transferee (the
“Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
any taxes owed by such proposed transferee as holder of the Residual
Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
for so long as the Residual Certificates remain outstanding; and (iii) is
not a
Permitted Transferee.
4.
The
Owner
understands that the Purchaser has delivered to the Trust Administrator a
transfer affidavit and agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit F-2. The Owner does not know or believe that
any
representation contained therein is false.
5.
At
the
time of transfer, the Owner has conducted a reasonable investigation of the
financial condition of the Purchaser as contemplated by Treasury Regulations
Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
has
determined that the Purchaser has historically paid its debts as they became
due
and has found no significant evidence to indicate that the Purchaser will
not
continue to pay its debts as they become due in the future. The Owner
understands that the transfer of a Residual Certificate may not be respected
for
United States income tax purposes (and the Owner may continue to be liable
for
United States income taxes associated therewith) unless the Owner has conducted
such an investigation.
6.
Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them
in
the Pooling and Servicing Agreement.
IN
WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
behalf, pursuant to the authority of its Board of Directors, by its [Vice]
President, attested by its [Assistant] Secretary, this ____ day of ___________,
20__.
|
[OWNER]
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
[Vice]
President
|
|
ATTEST:
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
[Assistant]
Secretary
|
Personally
appeared before me the above-named , known or proved to me to be the same
person
who executed the foregoing instrument and to be a [Vice] President of the
Owner,
and acknowledged to me that [he/she] executed the same as [his/her] free
act and
deed and the free act and deed of the Owner.
Subscribed
and sworn before me this ____ day of __________, 20___.
|
Notary
Public
|
|
|
County
of __________________
State
of ___________________
My
Commission expires:
|
EXHIBIT
G
FORM
OF
CERTIFICATION WITH RESPECT TO ERISA AND THE CODE
_____________, [2006]
Mortgage
Asset Securitization Transactions, Inc.
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Xxxxx
Fargo Bank, N.A.
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
U.S.
Bank
National Association
00
Xxxxxxxxxx Xxxxxx
XX-XX-XX0X
Xx.
Xxxx,
XX 00000
Attn:
Structured Finance/ MASTR 2006-AM3
|
Re:
|
MASTR
Asset Backed Securities Trust 2006-AM3,
Mortgage
Pass-Through Certificates,
Class
|
Dear
Sirs:
_______________________
(the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of MASTR Asset
Backed Securities Trust 2006-AM3, Mortgage Pass-Through Certificates, Series
2006-AM3, Class [CE] [P] [R](the “Certificates”), issued pursuant to a Pooling
and Servicing Agreement (the “Pooling and Servicing Agreement”) dated as of
October 1, 2006, among Mortgage Asset Securitization Transactions, Inc. as
depositor (the “Depositor”), Xxxxx Fargo Bank, N.A. as master servicer and trust
administrator (the “Master Servicer” and the “Trust Administrator”), Ocwen Loan
Servicing, LLC as servicer (the “Servicer”) and U.S. Bank National Association
as trustee (the “Trustee”). Capitalized terms used herein and not otherwise
defined shall have the meanings assigned thereto in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to, and
covenants with the Depositor, the Trust Administrator, the Trustee and the
Master Servicer that:
The
Certificates (i) are not being acquired by, and will not be transferred to,
any
employee benefit plan within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or other
retirement arrangement, including individual retirement accounts and annuities,
Xxxxx plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are invested,
that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
acquired with “plan assets” of a Plan within the meaning of the Department of
Labor (“DOL”) regulation, 29 C.F.R. 2510.3-101, and (iii) will not be
transferred to any entity that is deemed to be investing in plan assets within
the meaning of the DOL regulation at 29 C.F.R. 2510.3-101.
|
Very
truly yours,
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
EXHIBIT
H
FORM
OF
REPORT PURSUANT TO SECTION 4.06
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
ANNUAL
REPORT
Pursuant
to Section 13 or 15(d) of the
SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR
FISCAL YEAR ENDED ________________
COMMISSION
FILE NUMBER: 333-_______
MORTGAGE
ASSET SECURITIZATION TRANSACTIONS, INC.
(as
depositor under the Pooling and Servicing Agreement,
dated
as
of October 1, 2006, providing for the issuance of
MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2006-AM3)
Mortgage
Asset Securitization Transactions, Inc.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
|
Delaware
|
[__]
|
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(I.R.S.
Employer
Identification
No.)
|
|
|
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
|
10019
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
Registrant's
telephone number, including area code: [___]
Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
whether the Registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to
file
such reports), and (2) has been subject to such filing requirements for the
past
90 days.
X
YES
___No
Item
1.
Business:
Not
applicable
Item
2.
Properties:
Not
applicable
Item
3.
Legal Proceedings:
None
Item
4.
Submission of Matters to a Vote of Security-Holders
None
Item
5.
Market for Registrant's Common Equity and Related Stockholder
Matters
To
the
best knowledge of the registrant there is no established public trading market
for the certificates.
There
are
approximately _____ holders of record as of the end of the reporting
year.
Item
6.
Selected Financial Data.
Not
applicable.
Item
7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Not
applicable
Item
8.
Financial Statements and Supplementary Data.
Not
applicable.
Item
9.
Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
None
Item
10.
Not
applicable
Item
11.
Executive Compensation
Not
applicable
Item
12.
Security Ownership of Certain Beneficial Owners and Management
Not
applicable
Item
13.
Certain Relationships and Related Transactions
Not
applicable
Item
14.
Exhibits, Financial Statement Schedules, and Reports on Form 8-K
a)
The
company filed on Form 8-K, separately for each distribution date,
the distribution
of funds related to the trust for each of the following
distribution dates:
Distribution
Date Form
8-K Filing Date
_________________
________________
_________________
________________
_________________
________________
b)
99.1
Annual
Report of Independent Public Accountants' as to o master
servicing activities
or servicing activities, as applicable
(a)
Xxxxx
Fargo Bank, N.A., as Master Servicer
99.2
Annual
Statement of Compliance with obligations under the Pooling and Servicing
Agreement or servicing agreement, as applicable, of:
(a)
Xxxxx
Fargo Bank, N.A., as Master Servicer
Such
document (i) is not filed herewith since such document was not received by
the
Reporting Person at least three business days prior to the due date of this
report; and (ii) will be included in an amendment to this report on Form
10-K/A
to be filed within 30 days of the Reporting Person's receipt of such
document.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of
1934, the registrant has duly caused this report to be signed on its behalf
by
the undersigned thereunto duly authorized.
Date:
___________
|
Mortgage
Asset Securitization Transactions, Inc., by Xxxxx Fargo Bank, N.A.,
as
Trust Administrator for MASTR Asset Backed Securities Trust 2006-AM3,
Mortgage Pass-Through Certificates
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
Company:
|
||
EXHIBIT
I
FORM
OF
LOST NOTE AFFIDAVIT
Loan
#:
____________
BORROWER:
_____________
LOST
NOTE
AFFIDAVIT
I,
as
____________________ of ______________________, a _______________ corporation
am
authorized to make this Affidavit on behalf of _____________________ (the
“Seller”). In connection with the administration of the Mortgage Loans held by
____________________, a _________________ corporation as Seller on behalf
of
Mortgage Asset Securitization Transactions, Inc. (the “Purchaser”),
_____________________ (the “Deponent”), being duly sworn, deposes and says
that:
1. The
Seller's address is: _____________________
_____________________
_____________________
|
2.
|
The
Seller previously delivered to the Purchaser a signed Initial
Certification with respect to such Mortgage and/or Assignment of
Mortgage;
|
3.
Such
Mortgage Note and/or Assignment of Mortgage was assigned or sold to the
Purchaser by ________________________, a ____________ corporation pursuant
to the terms and provisions of a Mortgage Loan Purchase Agreement dated as
of
___________ __, _____;
|
4.
|
Such
Mortgage Note and/or Assignment of Mortgage is not outstanding
pursuant to
a request for release of Documents;
|
|
5.
|
Aforesaid
Mortgage Note and/or Assignment of Mortgage (the “Original”) has been
lost;
|
|
6.
|
Deponent
has made or caused to be made a diligent search for the Original
and has
been unable to find or recover
same;
|
|
7.
|
The
Seller was the Seller of the Original at the time of the loss;
and
|
|
8.
|
Deponent
agrees that, if said Original should ever come into Seller's possession,
custody or power, Seller will immediately and without consideration
surrender the Original to the
Purchaser.
|
|
9.
|
Attached
hereto is a true and correct copy of (i) the Note, endorsed in
blank by
the Mortgagee and (ii) the Mortgage or Deed of Trust (strike one)
which
secures the Note, which Mortgage or Deed of Trust is recorded in
the
county where the property is located.
|
10. Deponent
hereby agrees that the Seller (a) shall indemnify and hold harmless the
Purchaser, its successors and assigns, against any loss, liability or damage,
including reasonable attorney's fees, resulting from the unavailability of
any
Notes, including but not limited to any loss, liability or damage arising
from
(i) any false statement contained in this Affidavit, (ii) any claim of any
party
that has already purchased a mortgage loan evidenced by the Lost Note or
any
interest in such mortgage loan, (iii) any claim of any borrower with respect
to
the existence of terms of a mortgage loan evidenced by the Lost Note on the
related property to the fact that the mortgage loan is not evidenced by an
original note and (iv) the issuance of a new instrument in lieu thereof (items
(i) through (iv) above hereinafter referred to as the “Losses”) and (b) if
required by any Rating Agency in connection with placing such Lost Note into
a
Pass-Through Transfer, shall obtain a surety from an insurer acceptable to
the
applicable Rating Agency to cover any Losses with respect to such Lost
Note.
11. This
Affidavit is intended to be relied upon by the Purchaser, its successors
and
assigns. _____________________, a ______________ corporation represents and
warrants that is has the authority to perform its obligations under this
Affidavit of Lost Note.
Executed
this ____ day, of ___________ ______.
|
SELLER
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
On
this
_____ day of ________, _____, before me appeared _________________ to me
personally known, who being duly sworn did say that he is the
_____________________ of ____________________ a ______________ corporation
and
that said Affidavit of Lost Note was signed and sealed on behalf of such
corporation and said acknowledged this instrument to be the free act and
deed of
said corporation.
Signature:
[Seal]
EXHIBIT
J-1
FORM
CERTIFICATION TO BE PROVIDED BY THE MASTER SERVICER
WITH
FORM
10-K
Certification
I,
[identify the certifying individual], certify that:
1. I
have
reviewed this annual report on Form 10-K, and all reports on Form 10-D required
to be filed in respect of the period covered by this report on Form 10-K
of
[identify issuing entity] (i.e., the name of the specific deal to which this
certification relates rather than just the name of the Depositor)] (the
“Exchange Act periodic reports”);
2. Based
on
my knowledge, the Exchange Act periodic reports, taken as a whole, do not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in light of the circumstances under
which
such statements were made, not misleading with respect to the period covered
by
this report;
3. Based
on
my knowledge, all of the distribution, servicing and other information required
to be provided under Form 10-D for the period covered by this report is included
in the Exchange Act periodic reports;
4.
I
am
responsible for reviewing the activities performed by the servicer and based
on
my knowledge and the compliance review conducted in preparing the servicer
compliance statement required in this report under Item 1123 of Regulation
AB,
and except as disclosed in the Exchange Act periodic reports, the servicer
has
fulfilled its obligations under the servicing agreement; and
5. All
of
the reports on assessment of compliance with servicing criteria for asset-backed
securities and their related attestation reports on assessment of compliance
with servicing criteria for asset-backed securities required to be included
in
this report in accordance with Item 1122 of Regulation AB and Exchange Act
Rules
13a-18 and 15d-18 have been included as an exhibit to this report, except
as
otherwise disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form
10-K.
In
giving
the certifications above, I have reasonably relied on information provided
to me
by the following unaffiliated parties: [_________________].
|
XXXXX
FARGO BANK, N.A.
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Date:
|
|
EXHIBIT
J-2
FORM
OF
CERTIFICATION TO BE PROVIDED TO MASTER SERVICER BY THE SERVICER
Xxxxx
Fargo Bank, N.A.
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
|
Re:
|
Pooling
and Servicing Agreement, dated as of October 1, 2006, among Mortgage
Asset
Securitization Transactions, Inc.,
Ocwen
Loan Servicing, LLC, Xxxxx Fargo Bank, N.A., U.S. Bank
National Association and Xxxxx Fargo Bank, N.A (the
“Agreement”)
|
Ocwen
Loan Servicing, LLC, as Servicer hereby certifies to the Master Servicer
that:
(A) I
have
reviewed the servicer compliance statement of the Company provided in accordance
with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
assessment of the Company’s compliance with the servicing criteria set forth in
Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
and
Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing
reports, officer’s certificates and other information relating to the servicing
of the Mortgage Loans by the Company during 200[ ] that were delivered by
the
Company to the Depositor pursuant to the Agreement (collectively, the “Company
Servicing Information”);
(B) Based
on
my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances
under
which such statements were made, not misleading with respect to the period
of
time covered by the Company Servicing Information;
(C) Based
on
my knowledge, all of the Company Servicing Information required to be provided
by the Company under the Agreement has been provided to the
Depositor;
(D) I
am
responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in
the
Compliance Statement, the Servicing Assessment or the Attestation Report,
the
Company has fulfilled its obligations under the Agreement in all material
respects; and
(E) The
Compliance Statement required to be delivered by the Company pursuant to
this
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Company and by any Subservicer and Subcontractor pursuant
to the
Agreement, have been provided to the Depositor. Any material instances of
noncompliance described in such reports have been disclosed to the Depositor.
Any material instance of noncompliance with the Servicing Criteria has been
disclosed in such reports.
|
Date:
_________________________
|
|
|
By: _______________________________
|
|
|
Name:
|
|
|
Title:
|
EXHIBIT
K
FORM
OF
CAP CONTRACT
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
000
XXXXXXX XXXXXX
XXX
XXXX,
XXX XXXX 00000
000-000-0000
DATE:
October
31, 2006
|
TO:
|
Xxxxx
Fargo Bank, N.A., not individually, but solely as Trust Administrator
for
the MASTR Asset Backed Securities Trust 2006-AM3, Mortgage Pass-Through
Certificates, Series 2006-AM3
|
ATTENTION:
Client
Manager - MABS 2006-AM3
TELEPHONE:
410-884-2000
FACSIMILE:
000-000-0000
FROM:
Derivatives
Documentation
TELEPHONE:
000-000-0000
FACSIMILE:
000-000-0000
SUBJECT:
Fixed
Income Derivatives Confirmation and Agreement
REFERENCE
NUMBER:
XXXXX0000
The
purpose of this letter agreement ("Agreement") is to confirm the terms
and
conditions of the Transaction entered into on the Trade Date specified
below
(the "Transaction") between Bear Xxxxxxx Financial Products Inc. ("BSFP")
and
Xxxxx Fargo Bank, N.A., not individually, but solely as Trust Administrator
for
the MASTR Asset Backed Securities Trust 2006-AM3, Mortgage Pass-Through
Certificates, Series 2006-AM3 ("Counterparty") under the Pooling and Servicing
Agreement, dated as of October 1, 2006 among Mortgage Asset Securitization
Transactions, Inc. as Depositor, Ocwen Loan Servicing, LLC, as Servicer,
Xxxxx
Fargo Bank, N.A. as Master Servicer and Trust Administrator and U.S. Bank
National Association as Trustee. (the “Pooling and Servicing Agreement”). This
letter agreement constitutes the sole and complete "Confirmation," as referred
to in the "ISDA Form Master Agreement" (as defined below), as well as a
“Schedule” as referred to in the ISDA Form Master Agreement.
1. This
Agreement is subject to the 2000
ISDA Definitions (the
“Definitions”), as published by the International Swaps and Derivatives
Association, Inc. (“ISDA”). Any reference to a “Swap Transaction” in the
Definitions is deemed to be a reference to a “Transaction” for purposes of this
Agreement, and any reference to a “Transaction” in this Agreement is deemed to
be a reference to a “Swap Transaction” for purposes of the Definitions. You and
we have agreed to enter into this Agreement in lieu of negotiating a Schedule
to
the 1992 ISDA Master Agreement (Multicurrency—Cross Border) form (the "ISDA Form
Master Agreement") but, rather, an ISDA Form Master Agreement shall be
deemed to
have been executed by you and us on the date we entered into the Transaction.
For avoidance of doubt, the Transaction described herein shall be the sole
Transaction governed by such ISDA Form Master Agreement. In the event of
any
inconsistency between the provisions of this Agreement and the Definitions
or
the ISDA Form Master Agreement, this Agreement shall prevail for purposes
of the
Transaction. Terms capitalized but not defined herein shall have the meanings
attributed to them in the Pooling and Servicing Agreement.
2. The
terms
of the particular Transaction to which this Confirmation relates are as
follows:
Type
of
Transaction:
Rate
Cap
Notional
Amount:
With
respect to any Calculation Period, the amount set forth for such period
in
Schedule I attached hereto.
Trade
Date: October
24, 2006
Effective
Date:
April
25,
2007
Termination
Date:
October
25, 2011, such date shall be subject to adjustment in accordance with the
Business Day Convention.
Fixed
Amount (Premium):
|
Fixed
Rate Payer:
|
Counterparty
|
Fixed
Rate Payer
Payment
Date:
October
31, 2006
Fixed
Amount:
USD
447,000
Floating
Amounts:
Floating
Rate
Payer:
BSFP
|
Cap
Rate:
|
5.33890%
|
Floating
Rate Payer
Period
End
Dates:
The
25th
calendar
day of each month during
the Term
of
this Transaction, commencing May 25, 2007, and ending on the Termination
Date,
subject to adjustment in accordance with the Business Day
Convention.
Floating
Rate Payer
Payment
Dates: Early
Payment shall be applicable. The Floating Rate Payer Payment Date shall
be one
Business Day prior to each Floating Rate Payer Period End Date.
|
Floating
Rate Option:
|
USD-LIBOR-BBA
|
Floating
Amount:
To
be
determined in accordance with the following Formula:
Greater of (i) 250 * (Floating Rate Option - Cap Rate) * Notional Amount
*
Floating Rate Day Count Fraction; and (ii) zero
Designated
Maturity:
One
month
Floating
Rate Day
Count
Fraction: Actual/360
Reset
Dates:
The
first
day of each Calculation Period.
Compounding:
Inapplicable
Business
Days:
New
York
Business
Day
Convention:
Following
3. Additional
Provisions:
Each
party hereto is hereby advised and acknowledges that the other party has
engaged
in (or refrained from engaging in) substantial financial transactions and
has
taken (or refrained from taking) other material actions in reliance upon
the
entry by the parties into the Transaction being entered into on the terms
and
conditions set forth herein and in the Confirmation relating to such
Transaction, as applicable. This paragraph shall be deemed repeated on
the trade
date of each Transaction.
4.
Provisions
Deemed Incorporated in a Schedule to the ISDA Form Master
Agreement:
| 1) |
The
parties agree that subparagraph (ii) of Section 2(c) of the ISDA
Form
Master Agreement will apply to any
Transaction.
|
2)
Termination
Provisions.
For
purposes of the ISDA Form Master Agreement:
(a) "Specified
Entity" is not applicable to BSFP or Counterparty for any purpose.
(b) “Breach
of Agreement” provision of Section 5(a)(ii) will not apply to BSFP or
Counterparty.
(c) “Credit
Support Default” provisions of Section 5(a)(iii) will not apply to Counterparty
and will not apply to BSFP unless BSFP has obtained a guarantee or other
contingent agreement pursuant to paragraph 16 below.
(d) “Misrepresentation”
provisions or Section 5(a)(iv) will not apply to BSFP or
Counterparty.
(e) "Specified
Transaction" is not applicable to BSFP or Counterparty for any purpose,
and,
accordingly, Section 5(a)(v) shall not apply to BSFP or
Counterparty.
(f) The
"Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP or
to
Counterparty.
(g) The
"Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply
to BSFP
or Counterparty.
(h)
The
“Bankruptcy” provision of Section 5(a)(vii)(2) will not apply to
Counterparty.
(i) The
"Automatic Early Termination" provision of Section 6(a) will not apply
to BSFP
or to Counterparty.
(j) Payments
on Early Termination. For the purpose of Section 6(e) of the ISDA Form
Master
Agreement:
(i) Market
Quotation will apply.
(ii) The
Second Method will apply.
(k) "Termination
Currency" means United States Dollars.
3)
Tax
Representations.
(a)
Payer
Representations. For the purpose of Section 3(e) of the ISDA Form Master
Agreement, each of BSFP and the Counterparty will make the following
representations:
It
is not
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment
(other
than interest under Section 2(e), 6(d)(ii) or 6(e) of the ISDA Form Master
Agreement) to be made by it to the other party under this Agreement. In
making
this representation, it may rely on:
(i) the
accuracy of any representations made by the other party pursuant to Section
3(f)
of this Agreement;
(ii) the
satisfaction of the agreement contained in Sections 4(a)(i) or 4(a)(iii)
of the
ISDA Form Master Agreement and the accuracy and effectiveness of any document
provided by the other party pursuant to Sections 4(a)(i) or 4(a)(iii) of
the
ISDA Form Master Agreement; and
(iii) the
satisfaction of the agreement of the other party contained in Section 4(d)
of
the
ISDA Form Master Agreement,
provided that it shall not be a breach of this representation where reliance
is
placed on clause (ii) and the other party does not deliver a form or document
under Section 4(a)(iii) of the ISDA Form Master Agreement by reason of
material
prejudice to its legal or commercial position.
(b)
Payee
Representations. For the purpose of Section 3(f) of the ISDA Form Master
Agreement, each of BSFP and the Counterparty make the following representations.
The
following representation will apply to BSFP:
BSFP
is a
corporation organized under the laws of the State of Delaware and its U.S.
taxpayer identification number is 00-0000000.
The
following representation will apply to the Counterparty:
The
beneficial owner of the payments made under the Interest Rate Swap Agreement
or the Cap Contract is either (i) a "U.S. person" (as that term
is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations)
for
United States federal income tax purposes and an "Exempt recipient" within
the
meaning of section 1.6049-4(c)(1)(ii) of United States Treasury Regulations,
or
(ii) a "non-U.S. branch of a foreign person" as that term is used in section
1.1441-4(a)(3)(ii) of the United States Treasury Regulations (the "Regulations")
for United States federal income tax purposes, and it is a "foreign person"
as
that term is used in section 1.6041-4(a)(4) of the Regulations for United
States
federal income tax purposes.
4)
Tax
Event. The provisions of Section 2(d)(i)(4) and 2(d)(ii) of the ISDA Form
Master
Agreement shall not apply to Counterparty such that Counterparty shall
not be
required to pay any additional amounts referred to therein.
5)
Limitation
on Events of Default.
Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master Agreement,
if at any time and so long as the Counterparty has satisfied in full all
its
payment obligations under Section 2(a)(i) of the ISDA Form Master Agreement
and
has at the time no future payment obligations, whether absolute or contingent,
under such Section, then unless BSFP is required pursuant to appropriate
proceedings to return to the Counterparty or otherwise returns to the
Counterparty upon demand of the Counterparty any portion of any such payment,
(a) the occurrence of an event described in Section 5(a) of the ISDA Form
Master
Agreement with respect to the Counterparty shall not constitute an Event
of
Default or Potential Event of Default with respect to the Counterparty
as
Defaulting Party and (b) BSFP shall be entitled to designate an Early
Termination Date pursuant to Section 6 of the ISDA Form Master Agreement
only as
a result of the occurrence of a Termination Event set forth in either Section
5(b)(i) or 5(b)(ii) of the ISDA Form Master Agreement with respect to BSFP
as
the Affected Party, or Section 5(b)(iii) with respect to BSFP as the Burdened
Party. Counterparty’s only obligation under Section 2(a)(i) of the ISDA Form
Master Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment
Date.
6)
Documents
to be Delivered.
For the
purpose of Section 4(a) of the ISDA Form Master Agreement:
(1) Tax
forms, documents, or certificates to be delivered are:
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
|
BSFP
and
the
Counterparty
|
Any
document required or reasonably requested to allow the other
party to make
payments under this Agreement without any deduction or withholding
for or
on the account of any Tax or with such deduction or withholding
at a
reduced rate
|
Promptly
after the earlier of (i) reasonable demand by either party or
(ii)
learning that such form or document is required
|
(2) Other
documents to be delivered are:
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
Covered
by Section 3(d) Representation
|
|
BSFP
and
the
Counterparty
|
Any
documents required by the receiving party to evidence the authority
of the
delivering party or its Credit Support Provider, if any, for
it to execute
and deliver this Agreement, any Confirmation , and any Credit
Support
Documents to which it is a party, and to evidence the authority
of the
delivering party or its Credit Support Provider to perform its
obligations
under this Agreement, such Confirmation and/or Credit Support
Document, as
the case may be
|
Upon
the execution and delivery of this Agreement and such
Confirmation
|
Yes
|
|
BSFP
and
the
Counterparty
|
A
certificate of an authorized officer of the party, as to the
incumbency
and authority of the respective officers of the party signing
this
Agreement, any relevant Credit Support Document, or any Confirmation,
as
the case may be
|
Upon
the execution and delivery of this Agreement and such
Confirmation
|
Yes
|
|
Counterparty
|
An
executed copy of the Pooling and Servicing Agreement
|
Within
30 days after the date of this Agreement.
|
No
|
|
BSFP
|
Legal
opinion(s) with respect to such party and its Credit Support
Provider, if
any, for it reasonably satisfactory in form and substance to
the other
party relating to the enforceability of the party’s obligations under this
Agreement.
|
Upon
the execution and delivery of this Agreement and any
Confirmation
|
No
|
7)
Miscellaneous.
Miscellaneous
|
(a)
|
Address
for Notices: For the purposes of Section 12(a) of the ISDA Form
Master Agreement:
|
Address
for notices or communications to BSFP:
Address: 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention: DPC
Manager
Facsimile: (000)
000-0000
with
a
copy to:
Address: Xxx
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
Attention: Derivative
Operations - 7th Floor
Facsimile: (000)
000-0000
(For
all
purposes)
Address
for notices or communications to the Counterparty:
Address:
Xxxxx
Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
|
Xxxxxxxx,
Xxxxxxxx 00000
|
Attention:
Client
Manager - MABS 2006-AM3
Facsimile:
(000)
000-0000
|
Phone:
|
(000)
000-0000
|
(For
all
purposes)
(b)
Process
Agent. For the purpose of Section 13(c) of the ISDA Form Master
Agreement:
BSFP
appoints as its
Process
Agent: Not
Applicable
The
Counterparty appoints as its
Process
Agent: Not
Applicable
(c)
Offices.
The provisions of Section 10(a) of the ISDA Form Master Agreement will
not apply
to this Agreement; neither BSFP nor the Counterparty have any Offices other
than
as set forth in the Notices Section and BSFP agrees that, for purposes
of
Section 6(b) of the ISDA Form Master Agreement, it shall not in future
have any
Office other than one in the United States.
|
(d)
|
Multibranch
Party. For the purpose of Section 10(c) of the ISDA Form Master
Agreement:
|
BSFP
is
not a Multibranch Party.
|
The
Counterparty is not a Multibranch
Party.
|
| (e) |
Calculation
Agent. The Calculation Agent is BSFP, provided, however, that
if an Event
of Default occurs with respect to BSFP, then the Counterparty
shall be
entitled to appoint a financial institution which would qualify
as a
Reference Market Maker to act as Calculation
Agent.
|
(f)
Credit
Support Document.
BSFP:
Not
applicable, except for any guarantee or contingent agreement
delivered pursuant
to paragraph 16 below.
The
Counterparty: Not Applicable
|
(g)
|
Credit
Support Provider.
|
BSFP: Not
Applicable for BSFP for so long as no Credit Support Document is delivered
under
paragraph 16 below, otherwise, the party that is the primary obligor under
the
Credit Support Document.
The
Counterparty: Not Applicable
(h)
Governing
Law. The parties to this Agreement hereby agree that the law of the State
of New
York shall govern their rights and duties in whole without regard to the
conflict of law provisions thereof other than New York General Obligations
Law
Sections 5-1401 and 5-1402.
(i)
Severability. If
any
term, provision, covenant, or condition of this Agreement, or the application
thereof to any party or circumstance, shall be held to be invalid or
unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants, and conditions hereof shall continue in full force
and
effect as if this Agreement had been executed with the invalid or unenforceable
portion eliminated, so long as this Agreement as so modified continues
to
express, without material change, the original intentions of the parties
as to
the subject matter of this Agreement and the deletion of such portion of
this
Agreement will not substantially impair the respective benefits or expectations
of the parties.
The
parties shall endeavor to engage in good faith negotiations to replace
any
invalid or unenforceable term, provision, covenant or condition with a
valid or
enforceable term, provision, covenant or condition, the economic effect
of which
comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.
(j)
Consent
to Recording. Each party hereto consents to the monitoring or recording,
at any
time and from time to time, by the other party of any and all communications
between officers or employees of the parties, waives any further notice
of such
monitoring or recording, and agrees to notify its officers and employees
of such
monitoring or recording.
(k)
Waiver
of
Jury Trial. Each
party waives any right it may have to a trial by jury in respect of any
Proceedings relating to this Agreement or any Credit Support Document.
8)
"Affiliate". Each of BSFP and Counterparty shall be deemed to have no
Affiliates for purposes of this Agreement, including for purposes of Section
6(b)(ii) of the ISDA Form Master Agreement.
9)
Section 3 of the ISDA Form Master Agreement is hereby amended by adding
at
the end thereof the following subsection (g):
“(g) Relationship
Between Parties.
|
Each
party represents to the other party on each date when it enters
into a
Transaction that:--
|
(1)
Nonreliance.
It is
not relying on any statement or representation of the other party regarding
the
Transaction (whether written or oral), other than the representations expressly
made in this Agreement or the Confirmation in respect of that Transaction.
(2)
Evaluation
and Understanding.
(i)
BSFP
is
acting for its own account and Xxxxx Fargo Bank, N.A., is acting as Trust
Administrator under the Pooling and Servicing Agreement, and not for its
own
account. Each Party has made its own independent decisions to enter into
this
Transaction and as to whether this Transaction is appropriate or proper
for it
based upon its own judgment and upon advice from such advisors as it has
deemed
necessary. It is not relying on any communication (written or oral) of
the other
party as investment advice or as a recommendation to enter into this
Transaction; it being understood that information and explanations related
to
the terms and conditions of this Transaction shall not be considered investment
advice or a recommendation to enter into this Transaction. It has not received
from the other party any assurance or guarantee as to the expected results
of
this Transaction.
|
(ii)
|
It
is capable of evaluating and understanding (on its own behalf
or through
independent professional advice), and understands and accepts,
the terms,
conditions and risks of this Transaction. It is also capable
of assuming,
and assumes, the financial and other risks of this
Transaction.
|
(iii)
The other party is not acting as an agent or fiduciary or an advisor for
it in respect of this Transaction.
(3)
Purpose.
It is
an “eligible swap participant” as such term is defined in Section 35.1(b)(2) of
the regulations (17 C.F.R 35) promulgated under, and an “eligible contract
participant” as defined in Section 1(a)(12) of, the Commodity Exchange Act, as
amended, and it is entering into the Transaction for the purposes of managing
its borrowings or investments, hedging its underlying assets or liabilities
or
in connection with a line of business.”
10)
Pooling and Servicing Agreement. BSFP hereby agrees that, notwithstanding
any provision of this agreement to the contrary, Counterparty’s obligations to
pay any amounts owing under this Agreement shall be subject to the Pooling
and
Servicing Agreement and BSFP’s right to receive payment of such amounts shall be
subject to the Pooling and Servicing Agreement.
11)
Trust Administrator Liability Limitations. It is expressly understood and
agreed by the parties hereto that (a) this Agreement is executed and delivered
by Xxxxx Fargo Bank, N.A. (“Xxxxx”), not individually or personally but solely
as Trust Administrator for the MASTR Asset Backed Securities Trust 2006
AM3,
Mortgage Pass-Through Certificates, Series 2006-AM3, (b) each of the
representations, undertakings and agreements herein made on the part of
the
Counterparty is made and intended not as a personal representation, undertaking
or agreement of Xxxxx but is made and intended for the purpose of binding
only
the Counterparty, (c) nothing herein contained shall be construed as imposing
any liability upon Xxxxx, individually or personally, to perform any covenant
either expressed or implied contained herein, all such liability, if any,
being
expressly waived by the parties hereto and by any Person claiming by, through
or
under the parties hereto; provided that nothing in this paragraph shall
relieve
Xxxxx from performing its duties and obligations under the Pooling and
Servicing
Agreement in accordance with the standard of care set forth therein, (d)
under
no circumstances shall Xxxxx be personally liable for the payment of any
indebtedness or expenses of the Counterparty or be liable for the breach
or
failure of any obligation, representation, warranty or covenant made or
undertaken by the Counterparty under this Agreement or any other related
documents, other than due to its negligence or willful misconduct in performing
the obligations of the Trust Administrator under the Pooling and Servicing
Agreement, (e) any resignation or removal of Xxxxx as Trust Administrator
for
the MASTR Asset Backed Securities Trust 2006 AM-3, Mortgage Pass-Through
Certificates, Series 2006-AM3 shall require the assignment of this agreement
to
Xxxxx’ replacement, and (f) Xxxxx has been directed, pursuant to the Pooling and
Servicing Agreement, to enter into this Agreement and to perform its obligations
hereunder.
12)
Proceedings.
BSFP
shall not institute against or cause any other person to institute against,
or
join any other person in instituting against, Mortgage Asset Securitization
Transactions, Inc. or MASTR Asset Backed Securities Trust 2006-AM3, Mortgage
Pass-Through Certificates, Series 2006-AM3 or the trust created pursuant
to the
Pooling and Servicing Agreement, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any federal
or
state bankruptcy, dissolution or similar law, for a period of one year
and one
day (or, if longer, the applicable preference period) following indefeasible
payment in full of the MASTR Asset Backed Securities Trust 2006-AM3, Mortgage
Pass-Through Certificates, Series 2006-AM3 (the “Certificates”) and any notes
backed by the Certificates (the “Notes”).
13)
Set-off.
Notwithstanding
any provision of this Agreement or any other existing or future agreement,
each
party irrevocably waives any and all rights it may have to set off, net,
recoup
or otherwise withhold or suspend or condition payment or performance of
any
obligation between it and the other party hereunder against any obligation
between it and the other party under any other agreements. The provisions
for
Set-off set forth in Section 6(e) of the ISDA Form Master Agreement shall
not
apply for purposes of this Transaction.
14)
Additional
Termination Events.
The
following Additional Termination Events will apply:
(a)
If a
Rating Agency Downgrade has occurred and BSFP has not, within the time
period
specified therein, complied with paragraph 16 below,
then an Additional Termination Event shall have occurred with respect to
BSFP
and BSFP shall be the sole Affected Party with respect to such Additional
Termination Event.
(b)
If,
upon the occurrence of a Cap Disclosure Event (as defined in paragraph
17(ii)
below) BSFP has not, within 10 calendar days after such Cap Disclosure
Event
complied with any of the provisions set forth in paragraph 17(iii) below,
then
an Additional Termination Event shall have occurred with respect to BSFP
and
BSFP shall be the sole Affected Party with respect to such Additional
Termination Event.
(c)
An
Additional Termination Event shall occur under the ISDA Form Master Agreement
upon unrescindable notice that the Majority Holder of the Class CE Certificates,
the Master Servicer or the NIMS Insurer will purchase all Mortgage Loans
and
each related REO Property in accordance with Section 9.01 of the Pooling
and
Servicing Agreement. With respect to such Additional Termination Event,
Counterparty shall be the sole Affected Party and this Transaction shall
be the
sole Affected Transaction; provided, however, that notwithstanding Section
6(b)(iv) of the ISDA Form Master Agreement, only Counterparty may designate
an
Early Termination Date in respect of this Additional Termination
Event.
15)
Amendment
to the ISDA Form Master Agreement.
The
“Failure
to Pay or Deliver”
provision in Section 5(a)(i) is hereby amended by deleting the word “third” in
the third line thereof and inserting the word “second” in place
thereof.
16)
Rating Agency Downgrade
(a)
If
BSFP fails to satisfy the Required Ratings (a “Ratings
Event”),
then
BSFP shall, at its own expense and subject to the Rating Agency Condition,
either
| (i) |
assign
this Transaction to an entity that satisfies (or whose credit
support
provider satisfies) the Required
Ratings;
|
| (ii) |
deliver
collateral, and an executed ISDA Credit Support
Annex;
|
| (iii) |
obtain
a guaranty of an entity that satisfies the Required Rating to
guaranty
BSFP’s obligations under this Transaction;
or
|
| (iv) |
take
any other action that satisfies the Rating Agency
Condition;
|
provided that
the
failure by BSFP to take any action specified in (i)-(iv) above on or prior
to
the 30th
calendar
day after such Ratings Event shall constitute an Additional Termination
Event
under the ISDA Form Master Agreement with respect to which BSFP shall be
the
sole Affected Party and this Transaction shall be the sole Affected
Transaction.
(b)
If
BSFP fails to satisfy the Replacement Ratings (a “Replacement
Event”),
then
BSFP shall, at its own expense and subject to the Rating Agency Condition,
either:
| (i) |
assign
this Transaction to an entity that satisfies (or whose credit
support
provider satisfies) the Required
Ratings;
|
| (ii) |
obtain
a guaranty of an entity that satisfies the Required Rating to
guaranty
BSFP’s obligations under this Transaction;
or
|
| (iii) |
take
any other action that satisfies the Rating Agency Condition;
|
provided that
the
failure by BSFP to take any action specified in (i)-(iii) above on or prior
to
the 10th
Local
Business Days after such Replacement Event shall constitute an Additional
Termination Event under the ISDA Form Master Agreement with respect to
which
BSFP shall be the sole Affected Party and this Transaction shall be the
sole
Affected Transaction.
As
used
herein,
“Moody’s”
means
Xxxxx’x Investors Service, Inc.
“Rating
Agency”
means,
each of S&P and Xxxxx’x
“Rating
Agency Condition”
means
with respect to any proposed act or omission to act hereunder, a condition
that
is satisfied if each Rating Agency then providing a rating of the Certificates
confirms
in writing that the proposed action or inaction would not cause a downgrade
or
withdrawal of the then-current rating of the Certificates.
“Replacement
Ratings”
means,
with respect to any entity, the rating of the long-term senior unsecured
and
unsubordinated obligations of such entity is at least
“BBB-”
by
S&P and “A3” by Moody’s.
“Required Ratings”
means,
with respect to any entity, the rating of the long-term senior unsecured
and
unsubordinated obligations of such entity is at least “AA-” by S&P and “Aa3”
by Moody’s.
“S&P”
means
Standard and Poor’s Ratings Services, Inc.
17)
Compliance with Regulation AB.
(i) BSFP
agrees and acknowledges that Mortgage Asset Securitization Transactions,
Inc.
(“Depositor”) is required under Regulation AB under the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) (“Regulation AB”), to disclose certain financial information regarding
BSFP or its group of affiliated entities, if applicable, depending on the
aggregate “significance percentage” of this Agreement and any other derivative
contracts between BSFP or its group of affiliated entities, if applicable,
and
Counterparty, as calculated from time to time in accordance with Item 1115
of
Regulation AB.
(ii) It
shall
be a Cap disclosure event (“Cap Disclosure Event”) if, on any Business Day after
the date hereof, Depositor or Trust Administrator requests from BSFP the
applicable financial information described in Item 1115 of Regulation AB
(such
request to be based on a reasonable determination by Depositor or Trust
Administrator, in good faith, that such information is required under Regulation
AB) (the “Cap Financial Disclosure”).
(iii) Upon
the
occurrence of a Cap Disclosure Event, BSFP, at its own expense, shall (1)
(a)
either (i) provide to Depositor the current Cap Financial Disclosure in
an
XXXXX-compatible format (for example, such information may be provided
in
Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii)
provide written consent to Depositor to
incorporation by reference of such current Cap Financial Disclosure as
are filed
with the Securities and Exchange Commission in the reports of the Trust
filed
pursuant to the Exchange Act, (b) if applicable, cause its outside accounting
firm to provide its consent to filing or incorporation by reference of
such
accounting firm’s report relating to their audits of such current Cap Financial
Disclosure in the Exchange Act Reports of Depositor, and (c) provide to
Depositor any
updated Cap Financial Disclosure with respect to BSFP or any entity that
consolidates BSFP within five days of the release of any such updated Cap
Financial Disclosure; (2) secure another entity to replace BSFP as party
to this
Agreement on terms substantially similar to this Agreement and subject
to prior
notification to the Swap Rating Agencies, which entity (or a guarantor
therefor)
meets or exceeds the Approved Rating Thresholds and which satisfies the
Rating
Agency Condition and which entity is able to comply with the requirements
of
Item 1115 of Regulation AB or (3) obtain a guaranty of the BSFP’s obligations
under this Agreement from an affiliate of the BSFP that is able to comply
with
the financial information disclosure requirements of Item 1115 of Regulation
AB,
such that disclosure provided in respect of the affiliate will satisfy
any
disclosure requirements applicable to the Cap Provider, and cause such
affiliate
to provide Cap Financial Disclosure. If permitted by Regulation AB, any
required
Cap Financial Disclosure may be provided by incorporation by reference
from
reports filed pursuant to the Exchange Act.
(iv) BSFP
agrees that, in the event that BSFP provides Cap Financial Disclosure to
Depositor in accordance with clause (iii)(1) of paragraph 17 or causes
its
affiliate to provide Cap Financial Disclosure to Depositor in accordance
with
clause (iii)(c) of paragraph 17, it will indemnify and hold harmless Depositor,
its respective directors or officers and any person controlling Depositor,
from
and against any and all losses, claims, damages and liabilities caused
by any
untrue statement or alleged untrue statement of a material fact contained
in
such Cap Financial Disclosure or caused by any omission or alleged omission
to
state in such Cap Financial Disclosure a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
18)
Third
party Beneficiary.
Depositor shall be an express third party beneficiary of this Agreement
as if a
party hereto to the extent of Depositor’s rights explicitly specified
herein.
19)
Transfer,
Amendment and Assignment.
No
transfer, amendment, waiver, supplement, assignment or other modification
of
this Transaction shall be permitted by either party unless each of S&P and
Moody’s has been provided notice of the same and each of S&P and Moody’s
confirms in writing (including by facsimile transmission) that it will
not
downgrade, qualify, withdraw or otherwise modify its then-current rating
of the
Certificates or Notes.
20)
Non-Recourse.
Notwithstanding any provision herein or in the ISDA Form Master Agreement
to the
contrary, the obligations of Counterparty hereunder are limited recourse
obligations of Counterparty, payable solely from the Swap Account and the
proceeds thereof, in accordance with the terms of the Pooling and Servicing
Agreement. In the event that the Swap Account and proceeds thereof should
be
insufficient to satisfy all claims outstanding and following the realization
of
the Swap Account and the proceeds thereof, any claims against or obligations
of
Counterparty under the ISDA Form Master Agreement or any other confirmation
thereunder still outstanding shall be extinguished and thereafter not revive.
The Supplemental Interest Trust Trustee shall not have liability for any
failure
or delay in making a payment hereunder to BSFP due to any failure or delay
in
receiving amounts in the Swap Account from the Trust created pursuant to
the
Pooling and Servicing Agreement.
|
NEITHER
THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE
OF THE
BEAR XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR
A CREDIT
SUPPORT PROVIDER ON THIS
AGREEMENT.
|
5.
Account
Details and
Settlement
Information:
Payments
to BSFP:
|
Citibank,
N.A., New York
|
ABA
Number: 000-0000-00, for the account of
Bear,
Xxxxxxx Securities Corp.
Account
Number: 0925-3186, for further credit to
Bear
Xxxxxxx Financial Products Inc.
Sub-account
Number: 102-04654-1-3
Attention:
Derivatives Department
|
Payments
to Counterparty:
|
Xxxxx
Fargo Bank, N.A.
San
Francisco, California
ABA
#000-000-000
Account
Number: 397077 1416
Account
Name: SAS Clearing
FFC
#50955801
This
Agreement may be executed in several counterparts, each of which shall
be deemed
an original but all of which together shall constitute one and the same
instrument.
Counterparty
hereby agrees to check this Confirmation and to confirm that the foregoing
correctly sets forth the terms of the Transaction by signing in the space
provided below and returning to BSFP a facsimile of the fully-executed
Confirmation to 000-000-0000.
For
inquiries regarding U.S. Transactions, please contact
Derivatives Documentation
by
telephone at 000-000-0000.
For all
other inquiries please contact Derivatives
Documentation by
telephone at 000-0-000-0000.
Originals will be provided for your execution upon your
request.
We
are
very pleased to have executed this Transaction with you and we look forward
to
completing other transactions with you in the near future.
Very
truly yours,
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
By: _
_/s/
Name: Xxxxxxx Chevere___________________
Name:
Xxxxxxx Xxxxxxx
Title:
Authorized Signatory
Counterparty,
acting through its duly authorized signatory, hereby agrees to, accepts
and
confirms the terms of the foregoing as of the Trade Date.
XXXXX
FARGO BANK, N.A., NOT INDIVIDUALLY, BUT SOLELY AS TRUST ADMINISTRATOR FOR
THE
MASTR ASSET BACKED SECURITIES TRUST 2006-AM3, MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2006-AM3
By: ___
______________________________________
Name:
Title:
am
SCHEDULE
I
(all
such
dates subject to adjustment in accordance with the Business Day
Convention)
|
From
and including
|
To
but excluding
|
Notional
Amount (USD)
|
|
Effective
Date
|
5/25/2007
|
28,304.00
|
|
5/25/2007
|
6/25/2007
|
35,992.00
|
|
6/25/2007
|
7/25/2007
|
44,408.00
|
|
7/25/2007
|
8/25/2007
|
53,452.00
|
|
8/25/2007
|
9/25/2007
|
63,016.00
|
|
9/25/2007
|
10/25/2007
|
71,680.00
|
|
10/25/2007
|
11/25/2007
|
79,488.00
|
|
11/25/2007
|
12/25/2007
|
86,496.00
|
|
12/25/2007
|
1/25/2008
|
92,764.00
|
|
1/25/2008
|
2/25/2008
|
98,344.00
|
|
2/25/2008
|
3/25/2008
|
103,280.00
|
|
3/25/2008
|
4/25/2008
|
107,620.00
|
|
4/25/2008
|
5/25/2008
|
111,396.00
|
|
5/25/2008
|
6/25/2008
|
114,676.00
|
|
6/25/2008
|
7/25/2008
|
117,556.00
|
|
7/25/2008
|
8/25/2008
|
126,820.00
|
|
8/25/2008
|
9/25/2008
|
133,588.00
|
|
9/25/2008
|
10/25/2008
|
138,256.00
|
|
10/25/2008
|
11/25/2008
|
141,136.00
|
|
11/25/2008
|
12/25/2008
|
142,504.00
|
|
12/25/2008
|
1/25/2009
|
141,248.00
|
|
1/25/2009
|
2/25/2009
|
139,772.00
|
|
2/25/2009
|
3/25/2009
|
138,096.00
|
|
3/25/2009
|
4/25/2009
|
136,252.00
|
|
4/25/2009
|
5/25/2009
|
134,256.00
|
|
5/25/2009
|
6/25/2009
|
132,140.00
|
|
6/25/2009
|
7/25/2009
|
129,904.00
|
|
7/25/2009
|
8/25/2009
|
127,836.00
|
|
8/25/2009
|
9/25/2009
|
125,568.00
|
|
9/25/2009
|
10/25/2009
|
123,144.00
|
|
10/25/2009
|
11/25/2009
|
120,580.00
|
|
11/25/2009
|
12/25/2009
|
117,912.00
|
|
12/25/2009
|
1/25/2010
|
115,184.00
|
|
1/25/2010
|
2/25/2010
|
112,440.00
|
|
2/25/2010
|
3/25/2010
|
109,692.00
|
|
3/25/2010
|
4/25/2010
|
106,948.00
|
|
4/25/2010
|
5/25/2010
|
104,208.00
|
|
5/25/2010
|
6/25/2010
|
101,480.00
|
|
6/25/2010
|
7/25/2010
|
98,776.00
|
|
7/25/2010
|
8/25/2010
|
96,096.00
|
|
8/25/2010
|
9/25/2010
|
93,448.00
|
|
9/25/2010
|
10/25/2010
|
90,832.00
|
|
10/25/2010
|
11/25/2010
|
88,256.00
|
|
11/25/2010
|
12/25/2010
|
85,716.00
|
|
12/25/2010
|
1/25/2011
|
83,216.00
|
|
1/25/2011
|
2/25/2011
|
80,764.00
|
|
2/25/2011
|
3/25/2011
|
78,360.00
|
|
3/25/2011
|
4/25/2011
|
75,996.00
|
|
4/25/2011
|
5/25/2011
|
73,688.00
|
|
5/25/2011
|
6/25/2011
|
71,424.00
|
|
6/25/2011
|
7/25/2011
|
69,216.00
|
|
7/25/2011
|
8/25/2011
|
67,056.00
|
|
8/25/2011
|
9/25/2011
|
64,948.00
|
|
9/25/2011
|
Termination
Date
|
62,892.00
|
EXHIBIT
L
ANNUAL
STATEMENT OF COMPLIANCE PURSUANT TO SECTION 3.20
MASTR
ASSET BACKED SECURITIES TRUST 2006-AM3,
MORTGAGE
PASS-THROUGH CERTIFICATES
I,
_____________________, hereby certify that I am a duly appointed
__________________________ of Ocwen Loan Servicing, LLC (the “Servicer”), and
further certify as follows:
1. This
certification is being made pursuant to the terms of the Pooling and Servicing
Agreement, dated as of October 1, 2006 (the “Agreement”), among Mortgage Asset
Securitization Transactions, Inc., as depositor, Xxxxx Fargo Bank, N.A. as
the
master servicer and the trust administrator, the Servicer and U.S. Bank National
Association, as trustee.
2. The
undersigned officer of the Servicer hereby certifies that (i) a review of
the
activities of the Servicer during the preceding calendar year and of performance
under the Agreement has been made under such officers’ supervision and (ii) to
the best of such officers’ knowledge, based on such review, the Servicer has
fulfilled all of its obligations under the Agreement in all material respects
throughout such year.
Capitalized
terms not otherwise defined herein have the meanings set forth in the
Agreements.
Dated:
_____________, 2006
IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of
_____________.
|
By:
|
||
|
Name:
|
||
|
Title:
|
I,
_________________________, a (an) __________________ of the Servicer, hereby
certify that _________________ is a duly elected, qualified, and acting
_______________________ of the Servicer and that the signature appearing
above
is his/her genuine signature.
IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of
______________.
|
By:
|
||
|
Name:
|
||
|
Title:
|
EXHIBIT
M
FORM
OF
INTEREST RATE SWAP AGREEMENT
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
000
XXXXXXX XXXXXX
XXX
XXXX,
XXX XXXX 00000
000-000-0000
DATE:
October
31, 2006
|
TO:
|
Xxxxx
Fargo Bank, N.A., not individually, but solely as Trust Administrator
for
the MASTR Asset Backed Securities Trust 2006-AM3, Mortgage Pass-Through
Certificates, Series 2006-AM3
|
ATTENTION:
Client
Manager - MABS 2006-AM3
TELEPHONE:
410-884-2000
FACSIMILE:
000-000-0000
FROM: Derivatives
Documentation
TELEPHONE:
000-000-0000
FACSIMILE:
000-000-0000
SUBJECT:
Fixed
Income Derivatives Confirmation and Agreement
REFERENCE
NUMBER:
XXXXX0000
The
purpose of this letter agreement ("Agreement") is to confirm the terms
and
conditions of the Transaction entered into on the Trade Date specified
below
(the "Transaction") between Bear Xxxxxxx Financial Products Inc. ("BSFP")
and
Xxxxx Fargo Bank, N.A., not individually, but solely as Trust Administrator
for
the MASTR Asset Backed Securities Trust 2006-AM3, Mortgage Pass-Through
Certificates, Series 2006-AM3 ("Counterparty") under the Pooling and Servicing
Agreement, dated as of October 1, 2006 among Mortgage Asset Securitization
Transactions, Inc. as Depositor, Ocwen Loan Servicing, LLC, as Servicer,
Xxxxx
Fargo Bank, N.A. as Master Servicer and Trust Administrator and U.S. Bank
National Association as Trustee. (the “Pooling and Servicing Agreement”). This
letter agreement constitutes the sole and complete "Confirmation," as referred
to in the "ISDA Form Master Agreement" (as defined below), as well as a
“Schedule” as referred to in the ISDA Form Master Agreement.
1. This
Agreement is subject to the 2000
ISDA Definitions (the
“Definitions”), as published by the International Swaps and Derivatives
Association, Inc. (“ISDA”). Any reference to a “Swap Transaction” in the
Definitions is deemed to be a reference to a “Transaction” for purposes of this
Agreement, and any reference to a “Transaction” in this Agreement is deemed to
be a reference to a “Swap Transaction” for purposes of the Definitions. You and
we have agreed to enter into this Agreement in lieu of negotiating a Schedule
to
the 1992 ISDA Master Agreement (Multicurrency—Cross Border) form (the "ISDA Form
Master Agreement") but, rather, an ISDA Form Master Agreement shall be
deemed to
have been executed by you and us on the date we entered into the Transaction.
For avoidance of doubt, the Transaction described herein shall be the sole
Transaction governed by such ISDA Form Master Agreement. In the event of
any
inconsistency between the provisions of this Agreement and the Definitions
or
the ISDA Form Master Agreement, this Agreement shall prevail for purposes
of the
Transaction. Terms capitalized but not defined herein shall have the meanings
attributed to them in the Pooling and Servicing Agreement.
2. The
terms
of the particular Transaction to which this Confirmation relates are as
follows:
Type
of
Transaction:
Rate
Cap
Notional
Amount:
With
respect to any Calculation Period, the amount set forth for such period
in
Schedule I attached hereto.
Trade
Date:
October
24, 2006
Effective
Date:
April
25,
2007
Termination
Date: October
25, 2011, such date shall be subject to adjustment in accordance with the
Business Day Convention.
Fixed
Amount (Premium):
|
Fixed
Rate Payer:
|
Counterparty
|
Fixed
Rate Payer
Payment
Date:
October
31, 2006
Fixed
Amount:
USD
447,000
Floating
Amounts:
Floating
Rate
Payer:
BSFP
|
Cap
Rate:
|
5.33890%
|
Floating
Rate Payer
Period
End
Dates:
The
25th
calendar
day of each month during
the Term
of
this Transaction, commencing May 25, 2007, and ending on the Termination
Date,
subject to adjustment in accordance with the Business Day
Convention.
Floating
Rate Payer
Payment
Dates:
Early
Payment shall be applicable. The Floating Rate Payer Payment Date shall
be one
Business Day prior to each Floating Rate Payer Period End Date.
|
Floating
Rate Option:
|
USD-LIBOR-BBA
|
Floating
Amount:
To
be
determined in accordance with the following Formula:
Greater of (i) 250 * (Floating Rate Option - Cap Rate) * Notional Amount
*
Floating Rate Day Count Fraction; and (ii) zero
Designated
Maturity:
One
month
Floating
Rate Day
Count
Fraction:
Actual/360
Reset
Dates:
The
first
day of each Calculation Period.
Compounding:
Inapplicable
Business
Days:
New
York
Business
Day
Convention:
Following
3. Additional
Provisions:
Each
party hereto is hereby advised and acknowledges that the other party has
engaged
in (or refrained from engaging in) substantial financial transactions and
has
taken (or refrained from taking) other material actions in reliance upon
the
entry by the parties into the Transaction being entered into on the terms
and
conditions set forth herein and in the Confirmation relating to such
Transaction, as applicable. This paragraph shall be deemed repeated on
the trade
date of each Transaction.
4.
Provisions
Deemed Incorporated in a Schedule to the ISDA Form Master
Agreement:
| 1) |
The
parties agree that subparagraph (ii) of Section 2(c) of the ISDA
Form
Master Agreement will apply to any
Transaction.
|
2)
Termination
Provisions.
For
purposes of the ISDA Form Master Agreement:
(a) "Specified
Entity" is not applicable to BSFP or Counterparty for any purpose.
(b) “Breach
of Agreement” provision of Section 5(a)(ii) will not apply to BSFP or
Counterparty.
(c) “Credit
Support Default” provisions of Section 5(a)(iii) will not apply to Counterparty
and will not apply to BSFP unless BSFP has obtained a guarantee or other
contingent agreement pursuant to paragraph 16 below.
(d) “Misrepresentation”
provisions or Section 5(a)(iv) will not apply to BSFP or
Counterparty.
(e) "Specified
Transaction" is not applicable to BSFP or Counterparty for any purpose,
and,
accordingly, Section 5(a)(v) shall not apply to BSFP or
Counterparty.
(f) The
"Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP or
to
Counterparty.
(g) The
"Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply
to BSFP
or Counterparty.
(h)
The
“Bankruptcy” provision of Section 5(a)(vii)(2) will not apply to
Counterparty.
(i) The
"Automatic Early Termination" provision of Section 6(a) will not apply
to BSFP
or to Counterparty.
(j) Payments
on Early Termination. For the purpose of Section 6(e) of the ISDA Form
Master
Agreement:
(i) Market
Quotation will apply.
(ii) The
Second Method will apply.
(k) "Termination
Currency" means United States Dollars.
3)
Tax
Representations.
(a)
Payer
Representations. For the purpose of Section 3(e) of the ISDA Form Master
Agreement, each of BSFP and the Counterparty will make the following
representations:
It
is not
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment
(other
than interest under Section 2(e), 6(d)(ii) or 6(e) of the ISDA Form Master
Agreement) to be made by it to the other party under this Agreement. In
making
this representation, it may rely on:
(i) the
accuracy of any representations made by the other party pursuant to Section
3(f)
of this Agreement;
(ii) the
satisfaction of the agreement contained in Sections 4(a)(i) or 4(a)(iii)
of the
ISDA Form Master Agreement and the accuracy and effectiveness of any document
provided by the other party pursuant to Sections 4(a)(i) or 4(a)(iii) of
the
ISDA Form Master Agreement; and
(iii) the
satisfaction of the agreement of the other party contained in Section 4(d)
of
the
ISDA Form Master Agreement,
provided that it shall not be a breach of this representation where reliance
is
placed on clause (ii) and the other party does not deliver a form or document
under Section 4(a)(iii) of the ISDA Form Master Agreement by reason of
material
prejudice to its legal or commercial position.
(b)
Payee
Representations. For the purpose of Section 3(f) of the ISDA Form Master
Agreement, each of BSFP and the Counterparty make the following representations.
The
following representation will apply to BSFP:
BSFP
is a
corporation organized under the laws of the State of Delaware and its U.S.
taxpayer identification number is 00-0000000.
The
following representation will apply to the Counterparty:
The
beneficial owner of the payments made under the Interest Rate Swap Agreement
or the Cap Contract is either (i) a "U.S. person" (as that term
is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations)
for
United States federal income tax purposes and an "Exempt recipient" within
the
meaning of section 1.6049-4(c)(1)(ii) of United States Treasury Regulations,
or
(ii) a "non-U.S. branch of a foreign person" as that term is used in section
1.1441-4(a)(3)(ii) of the United States Treasury Regulations (the "Regulations")
for United States federal income tax purposes, and it is a "foreign person"
as
that term is used in section 1.6041-4(a)(4) of the Regulations for United
States
federal income tax purposes.
4)
Tax
Event. The provisions of Section 2(d)(i)(4) and 2(d)(ii) of the ISDA Form
Master
Agreement shall not apply to Counterparty such that Counterparty shall
not be
required to pay any additional amounts referred to therein.
5)
Limitation
on Events of Default.
Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master Agreement,
if at any time and so long as the Counterparty has satisfied in full all
its
payment obligations under Section 2(a)(i) of the ISDA Form Master Agreement
and
has at the time no future payment obligations, whether absolute or contingent,
under such Section, then unless BSFP is required pursuant to appropriate
proceedings to return to the Counterparty or otherwise returns to the
Counterparty upon demand of the Counterparty any portion of any such payment,
(a) the occurrence of an event described in Section 5(a) of the ISDA Form
Master
Agreement with respect to the Counterparty shall not constitute an Event
of
Default or Potential Event of Default with respect to the Counterparty
as
Defaulting Party and (b) BSFP shall be entitled to designate an Early
Termination Date pursuant to Section 6 of the ISDA Form Master Agreement
only as
a result of the occurrence of a Termination Event set forth in either Section
5(b)(i) or 5(b)(ii) of the ISDA Form Master Agreement with respect to BSFP
as
the Affected Party, or Section 5(b)(iii) with respect to BSFP as the Burdened
Party. Counterparty’s only obligation under Section 2(a)(i) of the ISDA Form
Master Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment
Date.
6)
Documents
to be Delivered.
For the
purpose of Section 4(a) of the ISDA Form Master Agreement:
(1) Tax
forms, documents, or certificates to be delivered are:
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
|
BSFP
and
the
Counterparty
|
Any
document required or reasonably requested to allow the other
party to make
payments under this Agreement without any deduction or withholding
for or
on the account of any Tax or with such deduction or withholding
at a
reduced rate
|
Promptly
after the earlier of (i) reasonable demand by either party or
(ii)
learning that such form or document is required
|
(2) Other
documents to be delivered are:
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
Covered
by Section 3(d) Representation
|
|
BSFP
and
the
Counterparty
|
Any
documents required by the receiving party to evidence the authority
of the
delivering party or its Credit Support Provider, if any, for
it to execute
and deliver this Agreement, any Confirmation , and any Credit
Support
Documents to which it is a party, and to evidence the authority
of the
delivering party or its Credit Support Provider to perform its
obligations
under this Agreement, such Confirmation and/or Credit Support
Document, as
the case may be
|
Upon
the execution and delivery of this Agreement and such
Confirmation
|
Yes
|
|
BSFP
and
the
Counterparty
|
A
certificate of an authorized officer of the party, as to the
incumbency
and authority of the respective officers of the party signing
this
Agreement, any relevant Credit Support Document, or any Confirmation,
as
the case may be
|
Upon
the execution and delivery of this Agreement and such
Confirmation
|
Yes
|
|
Counterparty
|
An
executed copy of the Pooling and Servicing Agreement
|
Within
30 days after the date of this Agreement.
|
No
|
|
BSFP
|
Legal
opinion(s) with respect to such party and its Credit Support
Provider, if
any, for it reasonably satisfactory in form and substance to
the other
party relating to the enforceability of the party’s obligations under this
Agreement.
|
Upon
the execution and delivery of this Agreement and any
Confirmation
|
No
|
7)
Miscellaneous.
Miscellaneous
|
(a)
|
Address
for Notices: For the purposes of Section 12(a) of the ISDA Form
Master Agreement:
|
Address
for notices or communications to BSFP:
Address:
000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention:
DPC
Manager
Facsimile:
(000)
000-0000
with
a
copy to:
Address:
Xxx
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
Attention:
Derivative
Operations - 7th Floor
Facsimile:
(000)
000-0000
(For
all
purposes)
Address
for notices or communications to the Counterparty:
Address:
Xxxxx
Fargo Bank, N.A.
0000 Xxx Xxxxxxxxx Xxxx
|
Xxxxxxxx,
Xxxxxxxx 00000
|
Attention: Client
Manager - MABS 2006-AM3
Facsimile:
(000)
000-0000
|
Phone:
|
(000)
000-0000
|
(For
all
purposes)
(b)
Process
Agent. For the purpose of Section 13(c) of the ISDA Form Master
Agreement:
BSFP
appoints as its
Process
Agent: Not
Applicable
The
Counterparty appoints as its
Process
Agent: Not
Applicable
(c)
Offices.
The provisions of Section 10(a) of the ISDA Form Master Agreement will
not apply
to this Agreement; neither BSFP nor the Counterparty have any Offices other
than
as set forth in the Notices Section and BSFP agrees that, for purposes
of
Section 6(b) of the ISDA Form Master Agreement, it shall not in future
have any
Office other than one in the United States.
|
(d)
|
Multibranch
Party. For the purpose of Section 10(c) of the ISDA Form Master
Agreement:
|
BSFP
is
not a Multibranch Party.
|
The
Counterparty is not a Multibranch
Party.
|
| (e) |
Calculation
Agent. The Calculation Agent is BSFP, provided, however, that
if an Event
of Default occurs with respect to BSFP, then the Counterparty
shall be
entitled to appoint a financial institution which would qualify
as a
Reference Market Maker to act as Calculation
Agent.
|
(f)
Credit
Support Document.
BSFP:
Not
applicable, except for any guarantee or contingent agreement
delivered pursuant
to paragraph 16 below.
The
Counterparty: Not Applicable
|
(g)
|
Credit
Support Provider.
|
BSFP: Not
Applicable for BSFP for so long as no Credit Support Document is delivered
under
paragraph 16 below, otherwise, the party that is the primary obligor under
the
Credit Support Document.
The
Counterparty: Not Applicable
(h)
Governing
Law. The parties to this Agreement hereby agree that the law of the State
of New
York shall govern their rights and duties in whole without regard to the
conflict of law provisions thereof other than New York General Obligations
Law
Sections 5-1401 and 5-1402.
(i)
Severability. If
any
term, provision, covenant, or condition of this Agreement, or the application
thereof to any party or circumstance, shall be held to be invalid or
unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants, and conditions hereof shall continue in full force
and
effect as if this Agreement had been executed with the invalid or unenforceable
portion eliminated, so long as this Agreement as so modified continues
to
express, without material change, the original intentions of the parties
as to
the subject matter of this Agreement and the deletion of such portion of
this
Agreement will not substantially impair the respective benefits or expectations
of the parties.
The
parties shall endeavor to engage in good faith negotiations to replace
any
invalid or unenforceable term, provision, covenant or condition with a
valid or
enforceable term, provision, covenant or condition, the economic effect
of which
comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.
(j)
Consent
to Recording. Each party hereto consents to the monitoring or recording,
at any
time and from time to time, by the other party of any and all communications
between officers or employees of the parties, waives any further notice
of such
monitoring or recording, and agrees to notify its officers and employees
of such
monitoring or recording.
(k)
Waiver
of
Jury Trial. Each
party waives any right it may have to a trial by jury in respect of any
Proceedings relating to this Agreement or any Credit Support Document.
8)
"Affiliate". Each of BSFP and Counterparty shall be deemed to have no
Affiliates for purposes of this Agreement, including for purposes of Section
6(b)(ii) of the ISDA Form Master Agreement.
9)
Section 3 of the ISDA Form Master Agreement is hereby amended by adding
at
the end thereof the following subsection (g):
“(g) Relationship
Between Parties.
|
Each
party represents to the other party on each date when it enters
into a
Transaction that:--
|
(1)
Nonreliance.
It is
not relying on any statement or representation of the other party regarding
the
Transaction (whether written or oral), other than the representations expressly
made in this Agreement or the Confirmation in respect of that Transaction.
(2)
Evaluation
and Understanding.
(i)
BSFP
is
acting for its own account and Xxxxx Fargo Bank, N.A., is acting as Trust
Administrator under the Pooling and Servicing Agreement, and not for its
own
account. Each Party has made its own independent decisions to enter into
this
Transaction and as to whether this Transaction is appropriate or proper
for it
based upon its own judgment and upon advice from such advisors as it has
deemed
necessary. It is not relying on any communication (written or oral) of
the other
party as investment advice or as a recommendation to enter into this
Transaction; it being understood that information and explanations related
to
the terms and conditions of this Transaction shall not be considered investment
advice or a recommendation to enter into this Transaction. It has not received
from the other party any assurance or guarantee as to the expected results
of
this Transaction.
|
(ii)
|
It
is capable of evaluating and understanding (on its own behalf
or through
independent professional advice), and understands and accepts,
the terms,
conditions and risks of this Transaction. It is also capable
of assuming,
and assumes, the financial and other risks of this
Transaction.
|
(iii)
The
other party is not acting as an agent or fiduciary or an advisor for it
in
respect of this Transaction.
(3)
Purpose.
It is
an “eligible swap participant” as such term is defined in Section 35.1(b)(2) of
the regulations (17 C.F.R 35) promulgated under, and an “eligible contract
participant” as defined in Section 1(a)(12) of, the Commodity Exchange Act, as
amended, and it is entering into the Transaction for the purposes of managing
its borrowings or investments, hedging its underlying assets or liabilities
or
in connection with a line of business.”
10)
Pooling and Servicing Agreement. BSFP hereby agrees that, notwithstanding
any provision of this agreement to the contrary, Counterparty’s obligations to
pay any amounts owing under this Agreement shall be subject to the Pooling
and
Servicing Agreement and BSFP’s right to receive payment of such amounts shall be
subject to the Pooling and Servicing Agreement.
11)
Trust Administrator Liability Limitations. It is expressly understood and
agreed by the parties hereto that (a) this Agreement is executed and delivered
by Xxxxx Fargo Bank, N.A. (“Xxxxx”), not individually or personally but solely
as Trust Administrator for the MASTR Asset Backed Securities Trust 2006
AM3,
Mortgage Pass-Through Certificates, Series 2006-AM3, (b) each of the
representations, undertakings and agreements herein made on the part of
the
Counterparty is made and intended not as a personal representation, undertaking
or agreement of Xxxxx but is made and intended for the purpose of binding
only
the Counterparty, (c) nothing herein contained shall be construed as imposing
any liability upon Xxxxx, individually or personally, to perform any covenant
either expressed or implied contained herein, all such liability, if any,
being
expressly waived by the parties hereto and by any Person claiming by, through
or
under the parties hereto; provided that nothing in this paragraph shall
relieve
Xxxxx from performing its duties and obligations under the Pooling and
Servicing
Agreement in accordance with the standard of care set forth therein, (d)
under
no circumstances shall Xxxxx be personally liable for the payment of any
indebtedness or expenses of the Counterparty or be liable for the breach
or
failure of any obligation, representation, warranty or covenant made or
undertaken by the Counterparty under this Agreement or any other related
documents, other than due to its negligence or willful misconduct in performing
the obligations of the Trust Administrator under the Pooling and Servicing
Agreement, (e) any resignation or removal of Xxxxx as Trust Administrator
for
the MASTR Asset Backed Securities Trust 2006 AM-3, Mortgage Pass-Through
Certificates, Series 2006-AM3 shall require the assignment of this agreement
to
Xxxxx’ replacement, and (f) Xxxxx has been directed, pursuant to the Pooling and
Servicing Agreement, to enter into this Agreement and to perform its obligations
hereunder.
12)
Proceedings.
BSFP
shall not institute against or cause any other person to institute against,
or
join any other person in instituting against, Mortgage Asset Securitization
Transactions, Inc. or MASTR Asset Backed Securities Trust 2006-AM3, Mortgage
Pass-Through Certificates, Series 2006-AM3 or the trust created pursuant
to the
Pooling and Servicing Agreement, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any federal
or
state bankruptcy, dissolution or similar law, for a period of one year
and one
day (or, if longer, the applicable preference period) following indefeasible
payment in full of the MASTR Asset Backed Securities Trust 2006-AM3, Mortgage
Pass-Through Certificates, Series 2006-AM3 (the “Certificates”) and any notes
backed by the Certificates (the “Notes”).
13)
Set-off.
Notwithstanding
any provision of this Agreement or any other existing or future agreement,
each
party irrevocably waives any and all rights it may have to set off, net,
recoup
or otherwise withhold or suspend or condition payment or performance of
any
obligation between it and the other party hereunder against any obligation
between it and the other party under any other agreements. The provisions
for
Set-off set forth in Section 6(e) of the ISDA Form Master Agreement shall
not
apply for purposes of this Transaction.
14)
Additional
Termination Events.
The
following Additional Termination Events will apply:
(a)
If a
Rating Agency Downgrade has occurred and BSFP has not, within the time
period
specified therein, complied with paragraph 16 below,
then an Additional Termination Event shall have occurred with respect to
BSFP
and BSFP shall be the sole Affected Party with respect to such Additional
Termination Event.
(b)
If,
upon the occurrence of a Cap Disclosure Event (as defined in paragraph
17(ii)
below) BSFP has not, within 10 calendar days after such Cap Disclosure
Event
complied with any of the provisions set forth in paragraph 17(iii) below,
then
an Additional Termination Event shall have occurred with respect to BSFP
and
BSFP shall be the sole Affected Party with respect to such Additional
Termination Event.
(c)
An
Additional Termination Event shall occur under the ISDA Form Master Agreement
upon unrescindable notice that the Majority Holder of the Class CE Certificates,
the Master Servicer or the NIMS Insurer will purchase all Mortgage Loans
and
each related REO Property in accordance with Section 9.01 of the Pooling
and
Servicing Agreement. With respect to such Additional Termination Event,
Counterparty shall be the sole Affected Party and this Transaction shall
be the
sole Affected Transaction; provided, however, that notwithstanding Section
6(b)(iv) of the ISDA Form Master Agreement, only Counterparty may designate
an
Early Termination Date in respect of this Additional Termination
Event.
15)
Amendment
to the ISDA Form Master Agreement.
The
“Failure
to Pay or Deliver”
provision in Section 5(a)(i) is hereby amended by deleting the word “third” in
the third line thereof and inserting the word “second” in place
thereof.
16)
Rating
Agency Downgrade
(a)
If
BSFP fails to satisfy the Required Ratings (a “Ratings
Event”),
then
BSFP shall, at its own expense and subject to the Rating Agency Condition,
either
| (i) |
assign
this Transaction to an entity that satisfies (or whose credit
support
provider satisfies) the Required
Ratings;
|
| (ii) |
deliver
collateral, and an executed ISDA Credit Support
Annex;
|
| (iii) |
obtain
a guaranty of an entity that satisfies the Required Rating to
guaranty
BSFP’s obligations under this Transaction;
or
|
| (iv) |
take
any other action that satisfies the Rating Agency
Condition;
|
provided that
the
failure by BSFP to take any action specified in (i)-(iv) above on or prior
to
the 30th
calendar
day after such Ratings Event shall constitute an Additional Termination
Event
under the ISDA Form Master Agreement with respect to which BSFP shall be
the
sole Affected Party and this Transaction shall be the sole Affected
Transaction.
(b)
If
BSFP fails to satisfy the Replacement Ratings (a “Replacement
Event”),
then
BSFP shall, at its own expense and subject to the Rating Agency Condition,
either:
| (i) |
assign
this Transaction to an entity that satisfies (or whose credit
support
provider satisfies) the Required
Ratings;
|
| (ii) |
obtain
a guaranty of an entity that satisfies the Required Rating to
guaranty
BSFP’s obligations under this Transaction;
or
|
| (iii) |
take
any other action that satisfies the Rating Agency Condition;
|
provided that
the
failure by BSFP to take any action specified in (i)-(iii) above on or prior
to
the 10th
Local
Business Days after such Replacement Event shall constitute an Additional
Termination Event under the ISDA Form Master Agreement with respect to
which
BSFP shall be the sole Affected Party and this Transaction shall be the
sole
Affected Transaction.
As
used
herein,
“Moody’s”
means
Xxxxx’x Investors Service, Inc.
“Rating
Agency”
means,
each of S&P and Xxxxx’x
“Rating
Agency Condition”
means
with respect to any proposed act or omission to act hereunder, a condition
that
is satisfied if each Rating Agency then providing a rating of the Certificates
confirms
in writing that the proposed action or inaction would not cause a downgrade
or
withdrawal of the then-current rating of the Certificates.
“Replacement
Ratings”
means,
with respect to any entity, the rating of the long-term senior unsecured
and
unsubordinated obligations of such entity is at least
“BBB-”
by
S&P and “A3” by Moody’s.
“Required Ratings”
means,
with respect to any entity, the rating of the long-term senior unsecured
and
unsubordinated obligations of such entity is at least “AA-” by S&P and “Aa3”
by Moody’s.
“S&P”
means
Standard and Poor’s Ratings Services, Inc.
17)
Compliance
with Regulation AB.
(i) BSFP
agrees and acknowledges that Mortgage Asset Securitization Transactions,
Inc.
(“Depositor”) is required under Regulation AB under the Securities Act of 1933,
as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) (“Regulation AB”), to disclose certain financial information regarding
BSFP or its group of affiliated entities, if applicable, depending on the
aggregate “significance percentage” of this Agreement and any other derivative
contracts between BSFP or its group of affiliated entities, if applicable,
and
Counterparty, as calculated from time to time in accordance with Item 1115
of
Regulation AB.
(ii) It
shall
be a Cap disclosure event (“Cap Disclosure Event”) if, on any Business Day after
the date hereof, Depositor or Trust Administrator requests from BSFP the
applicable financial information described in Item 1115 of Regulation AB
(such
request to be based on a reasonable determination by Depositor or Trust
Administrator, in good faith, that such information is required under Regulation
AB) (the “Cap Financial Disclosure”).
(iii) Upon
the
occurrence of a Cap Disclosure Event, BSFP, at its own expense, shall (1)
(a)
either (i) provide to Depositor the current Cap Financial Disclosure in
an
XXXXX-compatible format (for example, such information may be provided
in
Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii)
provide written consent to Depositor to
incorporation by reference of such current Cap Financial Disclosure as
are filed
with the Securities and Exchange Commission in the reports of the Trust
filed
pursuant to the Exchange Act, (b) if applicable, cause its outside accounting
firm to provide its consent to filing or incorporation by reference of
such
accounting firm’s report relating to their audits of such current Cap Financial
Disclosure in the Exchange Act Reports of Depositor, and (c) provide to
Depositor any
updated Cap Financial Disclosure with respect to BSFP or any entity that
consolidates BSFP within five days of the release of any such updated Cap
Financial Disclosure; (2) secure another entity to replace BSFP as party
to this
Agreement on terms substantially similar to this Agreement and subject
to prior
notification to the Swap Rating Agencies, which entity (or a guarantor
therefor)
meets or exceeds the Approved Rating Thresholds and which satisfies the
Rating
Agency Condition and which entity is able to comply with the requirements
of
Item 1115 of Regulation AB or (3) obtain a guaranty of the BSFP’s obligations
under this Agreement from an affiliate of the BSFP that is able to comply
with
the financial information disclosure requirements of Item 1115 of Regulation
AB,
such that disclosure provided in respect of the affiliate will satisfy
any
disclosure requirements applicable to the Cap Provider, and cause such
affiliate
to provide Cap Financial Disclosure. If permitted by Regulation AB, any
required
Cap Financial Disclosure may be provided by incorporation by reference
from
reports filed pursuant to the Exchange Act.
(iv) BSFP
agrees that, in the event that BSFP provides Cap Financial Disclosure to
Depositor in accordance with clause (iii)(1) of paragraph 17 or causes
its
affiliate to provide Cap Financial Disclosure to Depositor in accordance
with
clause (iii)(c) of paragraph 17, it will indemnify and hold harmless Depositor,
its respective directors or officers and any person controlling Depositor,
from
and against any and all losses, claims, damages and liabilities caused
by any
untrue statement or alleged untrue statement of a material fact contained
in
such Cap Financial Disclosure or caused by any omission or alleged omission
to
state in such Cap Financial Disclosure a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
18)
Third
party Beneficiary.
Depositor shall be an express third party beneficiary of this Agreement
as if a
party hereto to the extent of Depositor’s rights explicitly specified
herein.
19)
Transfer,
Amendment and Assignment.
No
transfer, amendment, waiver, supplement, assignment or other modification
of
this Transaction shall be permitted by either party unless each of S&P and
Moody’s has been provided notice of the same and each of S&P and Moody’s
confirms in writing (including by facsimile transmission) that it will
not
downgrade, qualify, withdraw or otherwise modify its then-current rating
of the
Certificates or Notes.
20)
Non-Recourse.
Notwithstanding any provision herein or in the ISDA Form Master Agreement
to the
contrary, the obligations of Counterparty hereunder are limited recourse
obligations of Counterparty, payable solely from the Swap Account and the
proceeds thereof, in accordance with the terms of the Pooling and Servicing
Agreement. In the event that the Swap Account and proceeds thereof should
be
insufficient to satisfy all claims outstanding and following the realization
of
the Swap Account and the proceeds thereof, any claims against or obligations
of
Counterparty under the ISDA Form Master Agreement or any other confirmation
thereunder still outstanding shall be extinguished and thereafter not revive.
The Supplemental Interest Trust Trustee shall not have liability for any
failure
or delay in making a payment hereunder to BSFP due to any failure or delay
in
receiving amounts in the Swap Account from the Trust created pursuant to
the
Pooling and Servicing Agreement.
|
NEITHER
THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE
OF THE
BEAR XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR
A CREDIT
SUPPORT PROVIDER ON THIS
AGREEMENT.
|
5.
Account
Details and
Settlement
Information:
Payments
to BSFP:
|
Citibank,
N.A., New York
|
ABA
Number: 000-0000-00, for the account of
Bear,
Xxxxxxx Securities Corp.
Account
Number: 0925-3186, for further credit to
Bear
Xxxxxxx Financial Products Inc.
Sub-account
Number: 102-04654-1-3
Attention:
Derivatives Department
|
Payments
to Counterparty:
|
Xxxxx
Fargo Bank, N.A.
San
Francisco, California
ABA
#000-000-000
Account
Number: 397077 1416
Account
Name: SAS Clearing
FFC
#50955801
This
Agreement may be executed in several counterparts, each of which shall
be deemed
an original but all of which together shall constitute one and the same
instrument.
Counterparty
hereby agrees to check this Confirmation and to confirm that the foregoing
correctly sets forth the terms of the Transaction by signing in the space
provided below and returning to BSFP a facsimile of the fully-executed
Confirmation to 000-000-0000.
For
inquiries regarding U.S. Transactions, please contact
Derivatives Documentation
by
telephone at 000-000-0000.
For all
other inquiries please contact Derivatives
Documentation by
telephone at 000-0-000-0000.
Originals will be provided for your execution upon your
request.
We
are
very pleased to have executed this Transaction with you and we look forward
to
completing other transactions with you in the near future.
Very
truly yours,
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
By: _
_/s/
Xxxxxxx Chevere_________________________
Name:
Xxxxxxx Xxxxxxx
Title:
Authorized Signatory
Counterparty,
acting through its duly authorized signatory, hereby agrees to, accepts
and
confirms the terms of the foregoing as of the Trade Date.
XXXXX
FARGO BANK, N.A., NOT INDIVIDUALLY, BUT SOLELY AS TRUST ADMINISTRATOR FOR
THE
MASTR ASSET BACKED SECURITIES TRUST 2006-AM3, MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2006-AM3
By: ___
______________________________________
Name:
Title:
am
SCHEDULE
I
(all
such
dates subject to adjustment in accordance with the Business Day
Convention)
|
From
and including
|
To
but excluding
|
Notional
Amount (USD)
|
|
Effective
Date
|
5/25/2007
|
28,304.00
|
|
5/25/2007
|
6/25/2007
|
35,992.00
|
|
6/25/2007
|
7/25/2007
|
44,408.00
|
|
7/25/2007
|
8/25/2007
|
53,452.00
|
|
8/25/2007
|
9/25/2007
|
63,016.00
|
|
9/25/2007
|
10/25/2007
|
71,680.00
|
|
10/25/2007
|
11/25/2007
|
79,488.00
|
|
11/25/2007
|
12/25/2007
|
86,496.00
|
|
12/25/2007
|
1/25/2008
|
92,764.00
|
|
1/25/2008
|
2/25/2008
|
98,344.00
|
|
2/25/2008
|
3/25/2008
|
103,280.00
|
|
3/25/2008
|
4/25/2008
|
107,620.00
|
|
4/25/2008
|
5/25/2008
|
111,396.00
|
|
5/25/2008
|
6/25/2008
|
114,676.00
|
|
6/25/2008
|
7/25/2008
|
117,556.00
|
|
7/25/2008
|
8/25/2008
|
126,820.00
|
|
8/25/2008
|
9/25/2008
|
133,588.00
|
|
9/25/2008
|
10/25/2008
|
138,256.00
|
|
10/25/2008
|
11/25/2008
|
141,136.00
|
|
11/25/2008
|
12/25/2008
|
142,504.00
|
|
12/25/2008
|
1/25/2009
|
141,248.00
|
|
1/25/2009
|
2/25/2009
|
139,772.00
|
|
2/25/2009
|
3/25/2009
|
138,096.00
|
|
3/25/2009
|
4/25/2009
|
136,252.00
|
|
4/25/2009
|
5/25/2009
|
134,256.00
|
|
5/25/2009
|
6/25/2009
|
132,140.00
|
|
6/25/2009
|
7/25/2009
|
129,904.00
|
|
7/25/2009
|
8/25/2009
|
127,836.00
|
|
8/25/2009
|
9/25/2009
|
125,568.00
|
|
9/25/2009
|
10/25/2009
|
123,144.00
|
|
10/25/2009
|
11/25/2009
|
120,580.00
|
|
11/25/2009
|
12/25/2009
|
117,912.00
|
|
12/25/2009
|
1/25/2010
|
115,184.00
|
|
1/25/2010
|
2/25/2010
|
112,440.00
|
|
2/25/2010
|
3/25/2010
|
109,692.00
|
|
3/25/2010
|
4/25/2010
|
106,948.00
|
|
4/25/2010
|
5/25/2010
|
104,208.00
|
|
5/25/2010
|
6/25/2010
|
101,480.00
|
|
6/25/2010
|
7/25/2010
|
98,776.00
|
|
7/25/2010
|
8/25/2010
|
96,096.00
|
|
8/25/2010
|
9/25/2010
|
93,448.00
|
|
9/25/2010
|
10/25/2010
|
90,832.00
|
|
10/25/2010
|
11/25/2010
|
88,256.00
|
|
11/25/2010
|
12/25/2010
|
85,716.00
|
|
12/25/2010
|
1/25/2011
|
83,216.00
|
|
1/25/2011
|
2/25/2011
|
80,764.00
|
|
2/25/2011
|
3/25/2011
|
78,360.00
|
|
3/25/2011
|
4/25/2011
|
75,996.00
|
|
4/25/2011
|
5/25/2011
|
73,688.00
|
|
5/25/2011
|
6/25/2011
|
71,424.00
|
|
6/25/2011
|
7/25/2011
|
69,216.00
|
|
7/25/2011
|
8/25/2011
|
67,056.00
|
|
8/25/2011
|
9/25/2011
|
64,948.00
|
|
9/25/2011
|
Termination
Date
|
62,892.00
|
EXHIBIT
N
FORM
OF
SWAP ADMINISTRATION AGREEMENT
SWAP
ADMINISTRATION AGREEMENT
This
Swap
Administration Agreement, dated as of October 31, 2006 (this “Agreement”), among
Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”), as swap administrator (“Swap
Administrator”) and as trust administrator and supplemental interest trust
trustee (in such capacity, the “Trust Administrator” and “Supplemental Interest
Trust Trustee”) under the Pooling and Servicing Agreement, as hereinafter
defined, and UBS Real Estate Securities Inc (“UBSRES”).
WHEREAS,
the Trust Administrator, on behalf of the holders of the MASTR Asset-Backed
Securities Trust 2006-AM3, Mortgage Pass-Through Certificates, is counterparty
to an Interest Rate Swap Agreement (the “Swap Agreement”), a copy of which is
attached hereto as Exhibit A, between the Supplemental Interest Trust Trustee
and Bear Xxxxxxx Financial Products Inc.;
and
WHEREAS,
it is desirable to irrevocably appoint the Swap Administrator, and the
Swap
Administrator desires to accept such appointment, to receive and distribute
funds payable by BEAR XXXXXXX FINANCIAL PRODUCTS, INC. under the Swap Agreement
as provided herein;
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and
for
other good and valuable consideration, the receipt and adequacy of which
are
hereby acknowledged, the parties agree as follows:
1. Definitions.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned thereto in the Pooling and Servicing Agreement,
dated as of October 1, 2006 (the “Pooling and Servicing Agreement”), among
Mortgage Asset Securitization Transactions, Inc., as depositor, Xxxxx Fargo
Bank, N.A. as master servicer and trust administrator, Ocwen Loan Servicing,
LLC
as servicer and U.S. Bank National Association as trustee (the “Trustee”),
relating to the MASTR Asset-Backed Securities Trust 2006-AM3, Mortgage
Pass-Through Certificates (the “Certificates”), or in the related Indenture, as
the case may be, as in effect on the date hereof.
| 2. |
Swap
Administrator.
|
(a) The
Swap
Administrator is hereby irrevocably appointed to receive all funds paid
to the
Supplemental Interest Trust Trustee by Bear Xxxxxxx Financial Products,
Inc., or
its successors in interest (the “Swap Provider”) under the Swap Agreement
(including any Swap Termination Payment) and the Swap Administrator hereby
accepts such appointment and hereby agrees to receive such amounts from
the
Supplemental Interest Trust Trustee and to distribute on each Distribution
Date
such amounts in the following order of priority:
(i) first,
to
the Trust Administrator for deposit into the Swap Account, an amount equal
to
the sum of the following amounts remaining outstanding after distribution
of the
Net Monthly Excess Cashflow: (A) Unpaid Interest Shortfall Amounts, (B)
Net WAC
Rate Carryover Amounts; (C) an
amount
necessary to maintain or restore the Overcollateralization Target Amount;
and
(D) any
Allocated Realized Loss Amounts;
(ii) second,
to UBSRES, any amounts remaining after payment of (i) above, provided,
however,
upon the
issuance of notes by an issuer (the “Trust”), secured by all or a portion of the
Class CE Certificates and the Class P Certificates (the “NIM Notes”), UBSRES
hereby instructs the Swap Administrator to make any payments under this
clause
2(a)(ii) in the following order of priority:
(A) to
the
Indenture Trustee for the Trust, for deposit into the Note Account (each
as to
defined in the related Indenture), and until satisfaction and discharge
of the
Indenture, the Floating Amount (as defined in Annex I); and
(B) concurrently,
to the Holders of the Class CE Certificates, pro
rata
based on
the outstanding Notional Amount of each such Certificate; provided, however,
that any Swap Termination Payment received by the Swap Administrator shall
not
be payable to the Holders of the Class CE Certificates pursuant to this
clause
(ii)(B) without the prior written consent of the NIMS Insurer, if any and
the
Rating Agencies.
(b) The
Swap
Administrator agrees to hold any amounts received from the Supplemental
Interest
Trust Trustee in trust upon the terms and conditions and for the exclusive
use
and benefit of the Trustee, the Trust Administrator and the Indenture Trustee,
as applicable (in turn for the benefit of the Certificateholders, the
Noteholders and the NIMS Insurer, if any) as set forth herein. The rights,
duties and liabilities of the Swap Administrator in respect of this Agreement
shall be as follows:
(i) The
Swap
Administrator shall have the full power and authority to do all things
not
inconsistent with the provisions of this Agreement that it may deem advisable
in
order to enforce the provisions hereof. The Swap Administrator shall not
be
answerable or accountable except for its own bad faith, willful misconduct
or
negligence. The Swap Administrator shall not be required to take any action
to
exercise or enforce any of its rights or powers hereunder which, in the
opinion
of the Swap Administrator, shall be likely to involve expense or liability
to
the Swap Administrator, unless the Swap Administrator shall have received
an
agreement satisfactory to it in its sole discretion to indemnify it against
such
liability and expense.
(ii) The
Swap
Administrator shall not be liable with respect to any action taken or omitted
to
be taken by it in good faith in accordance with the direction of any party
hereto or the NIMS Insurer, if any, or otherwise as provided herein, relating
to
the time, method and place of conducting any proceeding for any remedy
available
to the Swap Administrator or exercising any right or power conferred upon
the
Swap Administrator under this Agreement.
(iii) The
Swap
Administrator may perform any duties hereunder either directly or by or
through
agents or attorneys of the Swap Administrator. The Swap Administrator shall
not
be liable for the acts or omissions of its agents or attorneys so long
as the
Swap Administrator chose such Persons with due care.
3. Swap
Administration Account.
The
Swap Administrator shall segregate and hold all funds received from the
Supplemental Interest Trust Trustee (including any Swap Termination Payment)
separate and apart from any of its own funds and general assets and shall
establish and maintain in the name of the Swap Administrator one or more
segregated accounts (such account or accounts, the “Swap Account”), held in
trust for the benefit of the Trustee, the Trust Administrator, the Indenture
Trustee and the parties to this Agreement. All amounts on deposit in the
Swap
Account shall remain uninvested unless the Swap Administrator receives
instructions to the contrary from any party hereto, with the consent of
the NIMS
Insurer, if any. The Swap Administrator hereby agrees that it holds and
shall
hold the Swap Account and all amounts deposited therein in trust for the
exclusive use and benefit of the Trustee, the Trust Administrator and the
Indenture Trustee as their interests may appear.
| 4. |
Replacement
Swap Agreements.
|
The
Supplemental Interest Trust Trustee shall, at the direction of the NIMS
Insurer,
if any, or, with the consent of the NIMS Insurer, if any, at the direction
of
UBSRES, enforce all of its rights and exercise any remedies under the Swap
Agreement. In the event the Swap Agreement is terminated as a result of
the
designation by either party thereto of an Early Termination Date (as defined
therein), the Trust Administrator shall, at the direction of UBSRES, find
a
replacement counterparty to enter into a replacement swap
agreement.
Any
Swap
Termination Payment received by the Swap Administrator from the Supplemental
Interest Trust Trustee shall be deposited in the Swap Account and shall
be used
to make any upfront payment required under a replacement swap agreement
and any
upfront payment received from the counterparty to a replacement swap agreement
shall be used to pay any Swap Termination Payment owed to the Swap
Provider.
If
the
Supplemental Interest Trust Trustee is unable to appoint a successor swap
provider within 30 days of the early termination of the Swap Agreement,
then the Supplemental Interest Trust Trustee will establish, and will deposit
any Swap Termination Payment received from the original Swap Provider into,
a
separate, non-interest bearing reserve account (a "Swap Termination Reserve
Account") and will, on each subsequent Distribution Date, withdraw from
the
amount then remaining on deposit in the Swap Termination Reserve Account
an
amount equal to the Net Swap Payment, if any, that would have been paid
to the
Supplemental Interest Trust by the original Swap Provider calculated in
accordance with the terms of the original Swap Agreement, and distribute
such
amount in accordance with this Agreement and the Pooling and Servicing
Agreement.
5. Representations
and Warranties of Xxxxx Fargo.
Xxxxx
Fargo represents and warrants as follows:
(a) Xxxxx
Fargo is duly organized and validly existing as a national banking association
under the laws of the United States and has all requisite power and authority
to
execute and deliver this Agreement, to perform its obligations as Swap
Administrator hereunder.
(b) The
execution, delivery and performance of this Agreement by Xxxxx Fargo as
Trust
Administrator have been duly authorized in the Pooling and Servicing
Agreement.
(c) This
Agreement has been duly executed and delivered by Xxxxx Fargo as Swap
Administrator, Trust Administrator and Supplemental Interest Trust Trustee
and
is enforceable against Xxxxx Fargo in such capacities in accordance with
its
terms, except as enforceability may be affected by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors’ rights generally, general equitable
principles (whether considered in a proceeding in equity or at
law).
| 6. |
Replacement
of Swap Administrator.
|
Any
corporation, bank, trust company or association into which the Swap
Administrator may be merged or converted or with which it may be consolidated,
or any corporation, bank, trust company or association resulting from any
merger, conversion or consolidation to which the Swap Administrator shall
be a
party, or any corporation, bank, trust company or association succeeding
to all
or substantially all the corporate trust business of the Swap Administrator,
shall be the successor of the Swap Administrator hereunder, without the
execution or filing of any paper or any further act on the part of any
of the
parties hereto, except to the extent that assumption of its duties and
obligations, as such, is not effected by operation of law.
No
resignation or removal of the Swap Administrator and no appointment of
a
successor Swap Administrator shall become effective until the appointment
by
UBSRES of a successor swap administrator acceptable to the NIMS Insurer,
if any.
Any successor swap administrator shall execute such documents or instruments
necessary or appropriate to vest in and confirm to such successor swap
administrator all such rights and powers conferred by this
Agreement.
The
Swap
Administrator may resign at any time by giving written notice thereof to
the
other parties hereto with a copy to the NIMS Insurer, if any. If a successor
swap administrator shall not have accepted the appointment hereunder within
30
days after the giving by the resigning Swap Administrator of such notice
of
resignation, the resigning Swap Administrator may petition any court of
competent jurisdiction for the appointment of a successor swap administrator
acceptable to the NIMS Insurer, if any.
In
the
event of a resignation or removal of the Swap Administrator, UBSRES shall
promptly appoint a successor Swap Administrator acceptable to the NIMS
Insurer,
if any. If no such appointment has been made within 10 days of the resignation
or removal, the NIMS Insurer, if any, may appoint a successor Swap
Administrator.
| 7. |
Trust
Administrator Obligations.
|
Whenever
the Supplemental Interest Trust Trustee, as a party to the Swap Agreement,
has
the option or is requested in such capacity, whether such request is by
the
counterparty to such agreement, to take any action or to give any consent,
approval or waiver that it is entitled to take or give in such capacity,
including, without limitation, in connection with an amendment of such
agreement
or the occurrence of a default or termination event thereunder, the Supplemental
Interest Trust Trustee shall promptly notify the parties hereto and the
NIMS
Insurer, if any, of such request in such detail as is available to it and,
shall, on behalf of the parties hereto and the NIMS Insurer, if any, take
such
action in connection with the exercise and/or enforcement of any rights
and/or
remedies available to it in such capacity with respect to such request
as the
NIMS Insurer, if any, shall direct in writing; provided that if no such
direction is received prior to the date that is established for taking
such
action or giving such consent, approval or waiver (notice of which date
shall be
given by the Supplemental Interest Trust Trustee to the parties hereto
and the
NIMS Insurer, if any), the Supplemental Interest Trust Trustee may abstain
from
taking such action or giving such consent, approval or waiver.
The
Supplemental Interest Trust Trustee shall forward to the parties hereto
and the
NIMS Insurer, if any, on the Payment Date following its receipt thereof
copies
of any and all notices, statements, reports and/or other material communications
and information (collectively, the “Swap Reports”) that it receives in
connection with the Swap Agreement or from the counterparty
thereto.
| 8. |
Miscellaneous.
|
(a) This
Agreement shall be governed by and construed in accordance with the laws
of the
State of New York.
(b) Any
action or proceeding against any of the parties hereto relating in any
way to
this Agreement may be brought and enforced in the courts of the State of
New
York sitting in the borough of Manhattan or of the United States District
Court
for the Southern District of New York and the Swap Administrator irrevocably
submits to the jurisdiction of each such court in respect of any such action
or
proceeding. The Swap Administrator waives, to the fullest extent permitted
by
law, any right to remove any such action or proceeding by reason of improper
venue or inconvenient forum.
(c) This
Agreement may be amended, supplemented or modified in writing by the parties
hereto, but only with the consent of the NIMS Insurer, if any.
(d) This
Agreement may not be assigned or transferred without the prior written
consent
of the NIMS Insurer, if any; provided, however, the parties hereto acknowledge
and agree to the assignment of the rights of UBSRES as provided under this
Agreement pursuant to the Sale Agreement, the Trust Agreement and the
Indenture.
(e) This
Agreement may be executed by one or more of the parties to this Agreement
on any
number of separate counterparts (including by facsimile transmission),
and all
such counterparts taken together shall be deemed to constitute one and
the same
instrument.
(f) Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision
in any
other jurisdiction.
(g) The
representations and warranties made by the parties to this Agreement shall
survive the execution and delivery of this Agreement. No act or omission
on the
part of any party hereto shall constitute a waiver of any such representation
or
warranty.
(h) The
article and section headings herein are for convenience of reference only,
and
shall not limit or otherwise affect the meaning hereof.
(i) The
representations and warranties made by the parties to this Agreement shall
survive the execution and delivery of this Agreement. No act or omission
on the
part of any party hereto shall constitute a waiver of any such representation
or
warranty.
9. Third-Party
Beneficiary.
Each of
the Note Insurer, the Backup Note Insurer and the Indenture Trustee, if
any,
shall be deemed a third-party beneficiary of this Agreement to the same
extent
as if it were a party hereto, and shall have the right to enforce the provisions
of this Agreement.
10. Swap
Administrator and Trust Administrator Rights.
The
Swap Administrator shall be entitled to the same rights, protections and
indemnities afforded to the Trust Administrator under the Pooling and Servicing
Agreement and the Indenture Trustee under the Indenture, in each case,
as if
specifically set forth herein with respect to the Swap
Administrator.
The
Trust
Administrator and the Supplemental Interest Trust Trustee shall be entitled
to
the same rights, protections and indemnities afforded to the Trust Administrator
under the Pooling and Servicing Agreement as if specifically set forth
herein
with respect to the Trust Administrator.
11. Limited
Recourse.
It is
expressly understood and agreed by the parties hereto that this Agreement
is
executed and delivered by the Trust Administrator, not in its individual
capacity but solely as trust administrator under the Pooling and Servicing
Agreement. Notwithstanding any other provisions of this Agreement, the
obligations of the Trust Administrator under this Agreement are non-recourse
to
the Trust Administrator, its assets and its property, and shall be payable
solely from the assets of the Trust Fund, and following realization of
such
assets, any claims of any party hereto shall be extinguished and shall
not
thereafter be reinstated. No recourse shall be had against any principal,
director, officer, employee, beneficiary, shareholder, partner, member,
trustee,
agent or affiliate of the Trust Administrator or any person owning, directly
or
indirectly, any legal or beneficial interest in the Trust Administrator,
or any
successors or assigns of any of the foregoing (the “Exculpated Parties”) for the
payment of any amount payable under this Agreement. The parties hereto
shall not
enforce the liability and obligations of the Trust Administrator to perform
and
observe the obligations contained in this Agreement by any action or proceeding
wherein a money judgment establishing any personal liability shall be sought
against the Trust Administrator, subject to the following sentence, or
the
Exculpated Parties. The agreements in this paragraph shall survive termination
of this Agreement and the performance of all obligations hereunder.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and
delivered as of the day and year first above written.
|
XXXXX
FARGO BANK, N.A.
as
Swap Administrator
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
XXXXX
FARGO BANK, N.A.
not
in its individual capacity but solely as Trust Administrator
and
Supplemental Interest Trust Trustee under the Pooling and Servicing
Agreement
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
UBS
REAL ESTATE SECURITIES INC.
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
EXHIBIT
A
SWAP
AGREEMENT
ANNEX
I
The
amounts paid under clause 2(a)(ii) of the Swap Administration Agreement
shall be
calculated as follows:
|
Floating
Amount:
|
|
|
Floating
Rate Payer:
|
Bear
Xxxxxxx Financial Products Inc.
|
|
Cap
Rate:
|
15.0%
|
|
Floating
Amount
|
To
be determined in accordance with the following formula:
The
product of: (i) 250; (ii) the Cap Rate, (iii) the Notional Amount;
and
(iv) the Floating Rate Day Count Fraction;
provided,
however,
the Swap Administrator will only be obligated to pay the Floating
Amount
up to the amount remaining after payments are made under clause
2(a)(i) of
the Swap Administration Agreement.
The
Floating Amount shall be paid to the Indenture Trustee for payment
in
accordance with Section 2.09(e) of the Indenture.
|
|
Floating
Rate Day Count Fraction:
|
Actual/360.
|
|
Notional
Amount:
|
The
amount set forth for such period in the Amortization Schedule
A.
|
SCHEDULE
TO ANNEX I
[INTEREST
RATE SWAP SCHEDULE]
|
Distribution
Date
|
Base
Calculation Amount
|
|
December
25, 2006
|
1,486,912
|
|
January
25, 2007
|
1,466,960
|
|
February
25, 2007
|
1,442,032
|
|
March
25, 2007
|
1,412,144
|
|
April
25, 2007
|
1,377,384
|
|
May
25, 2007
|
1,337,860
|
|
June
25, 2007
|
1,293,764
|
|
July
25, 2007
|
1,245,304
|
|
August
25, 2007
|
1,192,792
|
|
September
25, 2007
|
1,136,616
|
|
October
25, 2007
|
1,083,064
|
|
November
25, 2007
|
1,032,060
|
|
December
25, 2007
|
983,480
|
|
January
25, 2008
|
937,204
|
|
February
25, 2008
|
893,124
|
|
March
25, 2008
|
851,136
|
|
April
25, 2008
|
811,140
|
|
May
25, 2008
|
773,044
|
|
June
25, 2008
|
736,692
|
|
July
25, 2008
|
701,716
|
|
August
25, 2008
|
637,396
|
|
September
25, 2008
|
579,564
|
|
October
25, 2008
|
527,648
|
|
November
25, 2008
|
480,972
|
|
December
25, 2008
|
439,120
|
|
January
25, 2009
|
415,484
|
|
February
25, 2009
|
393,184
|
|
March
25, 2009
|
372,124
|
|
April
25, 2009
|
352,248
|
|
May
25, 2009
|
333,472
|
|
June
25, 2009
|
315,716
|
|
July
25, 2009
|
298,936
|
|
August
25, 2009
|
280,852
|
|
September
25, 2009
|
263,908
|
|
October
25, 2009
|
248,120
|
|
November
25, 2009
|
233,400
|
|
December
25, 2009
|
219,660
|
|
January
25, 2010
|
207,832
|
|
February
25, 2010
|
196,712
|
|
March
25, 2010
|
186,208
|
|
April
25, 2010
|
176,296
|
|
May
25, 2010
|
166,936
|
|
June
25, 2010
|
158,096
|
|
July
25, 2010
|
149,744
|
|
August
25, 2010
|
141,852
|
|
September
25, 2010
|
134,392
|
|
October
25, 2010
|
127,348
|
|
November
25, 2010
|
120,692
|
|
December
25, 2010
|
114,400
|
|
January
25, 2011
|
108,452
|
|
February
25, 2011
|
102,828
|
|
March
25, 2011
|
97,508
|
|
April
25, 2011
|
92,480
|
|
May
25, 2011
|
87,724
|
|
June
25, 2011
|
83,224
|
|
July
25, 2011
|
78,968
|
|
August
25, 2011
|
74,940
|
|
September
25, 2011
|
71,128
|
|
October
25, 2011
|
67,524
|
EXHIBIT
O
SERVICING
CRITERIA TO BE ADDRESSED
IN
ASSESSMENT OF COMPLIANCE
Definitions
Primary
Servicer - transaction party having borrower contact
Master
Servicer - aggregator of pool assets
Trust
Administrator - waterfall calculator (may be the Trustee, or may be the
Master
Servicer)
Back-up
Servicer - named in the transaction (in the event a Back up Servicer
becomes the
Primary Servicer, follow Primary Servicer obligations)
Custodian
- safe keeper of pool assets
Paying
Agent - distributor of funds to ultimate investor
Trustee
-
fiduciary of the transaction
Note:
The
definitions above describe the essential function that the party performs,
rather than the party’s title. So, for example, in a particular transaction, the
trustee may perform the “paying agent” and “securities administrator” functions,
while in another transaction, the securities administrator may perform
these
functions.
Where
there are multiple checks for criteria the attesting party will identify
in
their management assertion that they are attesting only to the portion
of the
distribution chain they are responsible for in the related transaction
agreements.
Key:
X
- obligation
[X]
- under consideration for obligation
|
Reg
AB Reference
|
Servicing
Criteria
|
Servicer
|
Xxxxx
Fargo
|
Custodian
|
|
General
Servicing Considerations
|
||||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or
other triggers
and events of default in accordance with the transaction
agreements.
|
X
|
X
|
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third
party’s
performance and compliance with such servicing activities.
|
X
|
X
|
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the Pool Assets are maintained.
|
|||
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect
on the party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
X
|
|
|
Cash
Collection and Administration
|
||||
|
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial
bank accounts
and related bank clearing accounts no more than two business
days
following receipt, or such other number of days specified in
the
transaction agreements.
|
X
|
X
|
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
X
|
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or
distributions,
and any interest or other fees charged for such advances, are
made,
reviewed and approved as specified in the transaction agreements.
|
X
|
X
|
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve
accounts or
accounts established as a form of over collateralization, are
separately
maintained (e.g., with respect to commingling of cash) as set
forth in the
transaction agreements.
|
X
|
X
|
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For
purposes of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities
Exchange Act.
|
X
|
X
|
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized access.
|
X
|
X
|
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank
clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who
prepared the
reconciliation; and (D) contain explanations for reconciling
items. These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the
transaction
agreements.
|
X
|
X
|
|
|
Investor
Remittances and Reporting
|
||||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and
applicable
Commission requirements. Specifically, such reports (A) are
prepared in
accordance with timeframes and other terms set forth in the
transaction
agreements; (B) provide information calculated in accordance
with the
terms specified in the transaction agreements; (C) are filed
with the
Commission as required by its rules and regulations; and (D)
agree with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of Pool Assets serviced by the Servicer.
|
X
|
X
|
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
X
|
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to
the Servicer’s
investor records, or such other number of days specified in
the
transaction agreements.
|
X
|
X
|
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank statements.
|
X
|
X
|
|
|
Pool
Asset Administration
|
||||
|
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the
transaction
agreements or related pool asset documents.
|
X
|
X
|
|
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by
the
transaction agreements
|
X
|
X
|
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are
made, reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
||
|
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with
the related
pool asset documents are posted to the Servicer’s obligor records
maintained no more than two business days after receipt, or
such other
number of days specified in the transaction agreements, and
allocated to
principal, interest or other items (e.g., escrow) in accordance
with the
related pool asset documents.
|
X
|
||
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the pool assets agree with the Servicer’s
records with respect to an obligor’s unpaid principal balance.
|
X
|
||
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's pool assets
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
||
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions,
as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
||
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a pool
asset is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such
other period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including,
for example,
phone calls, letters and payment rescheduling plans in cases
where
delinquency is deemed temporary (e.g., illness or unemployment).
|
X
|
||
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
|
X
|
||
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified
in the
transaction agreements; (B) interest on such funds is paid,
or credited,
to obligors in accordance with applicable pool asset documents
and state
laws; and (C) such funds are returned to the obligor within
30 calendar
days of full repayment of the related pool assets, or such
other number of
days specified in the transaction agreements.
|
X
|
||
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that
such support
has been received by the servicer at least 30 calendar days
prior to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
||
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be
made on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
||
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business
days to the
obligor’s records maintained by the servicer, or such other number
of days
specified in the transaction agreements.
|
X
|
||
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
X
|
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as
set forth in
the transaction agreements.
|
X
|
EXHIBIT
P
FORM
10-D, FORM 8-K AND FORM 10-K
REPORTING
RESPONSIBILITY
As
to
each item described below, the entity or entities indicated as the Responsible
Party shall be primarily responsible for reporting the information to
the Trust
Administrator and the Depositor pursuant to Section 4.06(a)(iv).
Under
Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be
included in the periodic Distribution Date statement under Section 4.02,
provided by the Trust Administrator based on information received from
the
Master Servicer; and b) items marked “Form 10-D report” are required to be in
the Form 10-D report but not the 4.02 statement, provided by the party
indicated. Information under all other Items of Form 10-D is to be included
in
the Form 10-D report.
|
Form
|
Item
|
Description
|
Responsible
Party
|
|
|
10-D
|
Must
be filed within 15 days of the Distribution Date.
|
|||
|
1
|
Distribution
and Pool Performance Information
|
|||
|
Item
1121(a) - Distribution and Pool Performance
Information
|
||||
|
(1)
Any applicable record dates, accrual dates, determination dates
for
calculating distributions and actual distribution dates for the
distribution period.
|
4.02
statement
|
|||
|
(2)
Cash flows received and the sources thereof for distributions,
fees and
expenses.
|
4.02
statement
|
|||
|
(3)
Calculated amounts and distribution of the flow of funds for
the period
itemized by type and priority of payment, including:
|
4.02
statement
|
|||
|
(i)
Fees or expenses accrued and paid, with an identification of
the general
purpose of such fees and the party receiving such fees or
expenses.
|
4.02
statement
|
|||
|
(ii)
Payments accrued or paid with respect to enhancement or other
support
identified in Item 1114 of Regulation AB (such as insurance premiums
or
other enhancement maintenance fees), with an identification of
the general
purpose of such payments and the party receiving such
payments.
|
4.02
statement
|
|||
|
(iii)
Principal, interest and other distributions accrued and paid
on the
asset-backed securities by type and by class or series and any
principal
or interest shortfalls or carryovers.
|
4.02
statement
|
|||
|
(iv)
The amount of excess cash flow or excess spread and the disposition
of
excess cash flow.
|
4.02
statement
|
|||
|
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
4.02
statement
|
|||
|
(5)
Interest rates applicable to the pool assets and the asset-backed
securities, as applicable. Consider providing interest rate information
for pool assets in appropriate distributional groups or incremental
ranges.
|
4.02
statement
|
|||
|
(6)
Beginning and ending balances of transaction accounts, such as
reserve
accounts, and material account activity during the period.
|
4.02
statement
|
|||
|
(7)
Any amounts drawn on any credit enhancement or other support
identified in
Item 1114 of Regulation AB, as applicable, and the amount of
coverage
remaining under any such enhancement, if known and
applicable.
|
4.02
statement
|
|||
|
(8)
Number and amount of pool assets at the beginning and ending
of each
period, and updated pool composition information, such as weighted
average
coupon, weighted average remaining term, pool factors and prepayment
amounts.
|
4.02
statement
Updated
pool composition information fields to be as specified by Depositor
from
time to time
|
|||
|
(9)
Delinquency and loss information for the period.
In
addition, describe any material changes to the information specified
in
Item 1100(b)(5) of Regulation AB regarding the pool
assets.
|
4.02
statement.
Form
10-D report: Depositor
|
|||
|
(10)
Information on the amount, terms and general purpose of any advances
made
or reimbursed during the period, including the general use of
funds
advanced and the general source of funds for
reimbursements.
|
4.02
statement
|
|||
|
(11)
Any material modifications, extensions or waivers to pool asset
terms,
fees, penalties or payments during the distribution period or
that have
cumulatively become material over time.
|
4.02
statement
|
|||
|
(12)
Material breaches of pool asset representations or warranties
or
transaction covenants.
|
Form
10-D report:
Trust
Administrator, Servicer, Depositor
|
|||
|
(13)
Information on ratio, coverage or other tests used for determining
any
early amortization, liquidation or other performance trigger
and whether
the trigger was met.
|
4.02
statement
|
|||
|
(14)
Information regarding any new issuance of asset-backed securities
backed
by the same asset pool,
[information
regarding] any pool asset changes (other than in connection with
a pool
asset converting into cash in accordance with its terms), such
as
additions or removals in connection with a prefunding or revolving
period
and pool asset substitutions and repurchases (and purchase rates,
if
applicable), and cash flows available for future purchases, such
as the
balances of any prefunding or revolving accounts, if
applicable.
Disclose
any material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or pool selection criteria or procedures,
as
applicable, used to originate, acquire or select the new pool
assets.
|
Form
10-D report: Depositor
Form
10-D report: Depositor or Servicer
Form
10-D report: Depositor
|
|||
|
Item
1121(b) - Pre-Funding or Revolving Period Information
Updated
pool information as required under Item 1121(b).
|
Depositor
|
|||
|
2
|
Legal
Proceedings
|
|||
|
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders,
including
proceedings known to be contemplated by governmental
authorities:
Seller
Depositor
Trustee
Issuing
entity
Master
Servicer
Originator
Custodian
|
(i)
All parties to the Pooling and Servicing Agreement (as to themselves),
(ii) the Trustee, Master Servicer and Depositor as to the Issuing
entity
and (iii) the Depositor as to the Sponsor, any 1110(b) originator
and any
1100(d)(i) party
|
|||
|
3
|
Sales
of Securities and Use of Proceeds
|
|||
|
Information
from Item 2(a) of Part II of Form 10-Q:
With
respect to any sale of securities by the sponsor, depositor or
issuing
entity, that are backed by the same asset pool or are otherwise
issued by
the issuing entity, whether or not registered, provide the sales
and use
of proceeds information in Item 701 of Regulation S-K. Pricing
information
can be omitted if securities were not registered.
|
Depositor
|
|||
|
4
|
Defaults
Upon Senior Securities
|
|||
|
Information
from Item 3 of Part II of Form 10-Q:
Report
the occurrence of any Event of Default (after expiration of any
grace
period and provision of any required notice)
|
Trust
Administrator
|
|||
|
5
|
Submission
of Matters to a Vote of Security Holders
|
|||
|
Information
from Item 4 of Part II of Form 10-Q
|
Trustee,
Trust Administrator
|
|||
|
6
|
Significant
Obligors of Pool Assets
|
|||
|
Item
1112(b) - Significant
Obligor Financial Information*
|
Depositor
|
|||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Item.
|
||||
|
7
|
Significant
Enhancement Provider Information
|
|||
|
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information*
Determining
applicable disclosure threshold
Requesting
required financial information or effecting incorporation by
reference
|
Trust
Administrator Depositor
|
|||
|
Item
1115(b) - Derivative Counterparty Financial Information*
Determining
current maximum probable exposure
Determining
current significance percentage
Requesting
required financial information or effecting incorporation by
reference
|
Depositor
Trust
Administrator
Depositor
|
|||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Items.
|
||||
|
8
|
Other
Information
|
|||
|
Disclose
any information required to be reported on Form 8-K during the
period
covered by the Form 10-D but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
below
|
|||
|
9
|
Exhibits
|
|||
|
Distribution
report
|
Trust
Administrator
|
|||
|
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
Depositor
|
|||
|
8-K
|
Must
be filed within four business days of an event reportable on
Form
8-K.
|
|||
|
1.01
|
Entry
into a Material Definitive Agreement
|
|||
|
Disclosure
is required regarding entry into or amendment of any definitive
agreement
that is material to the securitization, even if depositor is
not a party.
Examples:
servicing agreement, custodial agreement.
Note:
disclosure not required as to definitive agreements that are
fully
disclosed in the prospectus
|
Depositor,
Sevicer, Master Servicer, Custodian, Trust
Administrator
|
|||
|
1.02
|
Termination
of a Material Definitive Agreement
|
|||
|
Disclosure
is required regarding termination of any definitive agreement
that is
material to the securitization (other than expiration in accordance
with
its terms), even if depositor is not a party.
Examples:
servicing agreement, custodial agreement.
|
Depositor,
Sevicer, Master Servicer, Custodian, Trust
Administrator
|
|||
|
1.03
|
Bankruptcy
or Receivership
|
|||
|
Disclosure
is required regarding the bankruptcy or receivership, if known
to the
Master Servicer, with respect to any of the following:
Sponsor
(Seller), Depositor, Master Servicer, Trustee, Cap Provicer,
Custodian
|
Depositor,
Sevicer, Master Servicer, Custodian, Trust Administrator, Trustee
(as to
itself)
|
|||
|
2.04
|
Triggering
Events that Accelerate or Increase a Direct Financial Obligation
or an
Obligation under an Off-Balance Sheet Arrangement
|
|||
|
Includes
an early amortization, performance trigger or other event, including
event
of default, that would materially alter the payment priority/distribution
of cash flows/amortization schedule.
Disclosure
will be made of events other than waterfall triggers which are
disclosed
in the 4.02 statement
|
Depositor/
Trust Administrator
|
|||
|
3.03
|
Material
Modification to Rights of Security Holders
|
|||
|
Disclosure
is required of any material modification to documents defining
the rights
of Certificateholders, including the Pooling and Servicing
Agreement
|
Trust
Administrator
|
|||
|
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
|||
|
Disclosure
is required of any amendment “to the governing documents of the issuing
entity”
|
Depositor
|
|||
|
5.06
|
Change
in Shell Company Status
|
|||
|
[Not
applicable to ABS issuers]
|
Depositor
|
|||
|
6.01
|
ABS
Informational and Computational Material
|
|||
|
[Not
included in reports to be filed under Section 4.07]
|
Depositor
|
|||
|
6.02
|
Change
of Master Servicer or Trustee
|
|||
|
Requires
disclosure of any removal, replacement, substitution or addition
of any
master servicer, affiliated servicer, other servicer servicing
10% or more
of pool assets at time of report, other material servicers, certificate
administrator or trustee. Reg AB disclosure about any new servicer
or
trustee is also required.
|
Depositor
|
|||
|
6.03
|
Change
in Credit Enhancement or Other External Support
|
|||
|
Covers
termination of any enhancement in manner other than by its terms,
the
addition of an enhancement, or a material change in the enhancement
provided. Applies to external credit enhancements as well as
derivatives.
Requesting
Regulation AB disclosure about any new enhancement or effecting
incorporation by reference
|
Trust
Administrator
Depositor
|
|||
|
6.04
|
Failure
to Make a Required Distribution
|
Trust
Administrator
|
||
|
6.05
|
Securities
Act Updating Disclosure
|
|||
|
If
any material pool characteristic differs by 5% or more at the
time of
issuance of the securities from the description in the final
prospectus,
provide updated Regulation AB disclosure about the actual asset
pool.
|
Depositor
|
|||
|
If
there are any new servicers or originators required to be disclosed
under
Regulation AB as a result of the foregoing, provide the information
called
for in Items 1108 and 1110 respectively.
|
Depositor
|
|||
|
7.01
|
Regulation
FD Disclosure
|
Depositor
|
||
|
8.01
|
Other
Events
|
|||
|
Any
event, with respect to which information is not otherwise called
for in
Form 8-K, that the registrant deems of importance to security
holders.
|
Depositor
|
|||
|
9.01
|
Financial
Statements and Exhibits
|
The
Responsible Party applicable to reportable event, other than
the
Trustee
|
||
|
10-K
|
Must
be filed within 90 days of the fiscal year end for the
registrant.
|
|||
|
9B
|
Other
Information
|
|||
|
Disclose
any information required to be reported on Form 8-K during the
fourth
quarter covered by the Form 10-K but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
above
|
|||
|
15
|
Exhibits
and Financial Statement Schedules
|
|||
|
Item
1112(b) - Significant
Obligor Financial Information
|
N/A
|
|||
|
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information
Determining
applicable disclosure threshold
Requesting
required financial information or effecting incorporation by
reference
|
Trust
Administrator Depositor
|
|||
|
Item
1115(b) - Derivative Counterparty Financial Information
Determining
current maximum probable exposure
Determining
current significance percentage
Requesting
required financial information or effecting incorporation by
reference
|
Depositor
Trust
Administrator
|
|||
|
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders,
including
proceedings known to be contemplated by governmental
authorities:
Seller
Depositor
Trustee
Issuing
entity
Master
Servicer
Originator
Custodian
|
Seller
Depositor
Trustee
Master
Servicer
Custodian
|
|||
|
Item
1119 - Affiliations and relationships between the following entities,
or
their respective affiliates, that are material to
Certificateholders:
Seller
Depositor
Trustee
Issuing
entity
Master
Servicer
Originator
Custodian
Credit
Enhancer/Support Provider, if any
Significant
Obligor, if any
|
(i)
All parties to the Pooling and Servicing Agreement (as to themselves),
(ii) the Depositor as to the Sponsor, Originator, Significant
Obligor,
Credit Enhancer/Support Provider and (iii) the Depositor as to
the Issuing
entity
|
|||
|
Item
1122 - Assessment of Compliance with Servicing
Criteria
|
Master
Servicer
Trust
Administrator
Custodian
Servicer
|
|||
|
Item
1123 -Servicer Compliance Statement
|
Master
Servicer
Servicer
|
|||
EXHIBIT
Q
ADDITIONAL
DISCLOSURE NOTIFICATION
**SEND
VIA FAX TO [XXX-XXX-XXXX] AND VIA EMAIL TO [ ] AND VIA OVERNIGHT MAIL
TO THE
ADDRESS IMMEDIATELY BELOW**
Xxxxx
Fargo Bank, N.A., as Trust Administrator
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attn:
Corporate Trust Services- [DEAL NAME]—SEC REPORT PROCESSING
Mortgage
Asset Securitization Transactions, Inc.
0000
Xxxxxx xx xxx Xxxxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required
Ladies
and Gentlemen:
In
accordance with Section [ ] of the Pooling and Servicing Agreement, dated
as of
October 1, 2006, among Mortgage Asset Securitization Transactions, Inc.
as
Depositor, Xxxxx Fargo Bank, N.A. as Master Servicer and Trust Administrator,
Ocwen Loan Servicing, LLC as Servicer and U.S. Bank National Association
as
Trustee, the undersigned, as [ ], hereby notifies you that certain events
have
come to our attention that [will] [may] need to be disclosed on Form
[10-D][10-K][8-K].
Description
of Additional Form [10-D][10-K][8-K] Disclosure:
List
of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:
Any
inquiries related to this notification should be directed to [ ], phone
number:
[ ]; email address: [ ].
[NAME
OF
PARTY],
as
[role]
By:___________________________________
Name:
Title:
EXHIBIT
R-1
FORM
OF DELINQUENCY REPORT
|
Column/Header
Name
|
Description
|
Decimal
|
Format
Comment
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may
be different
than the LOAN_NBR
|
|
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the originator.
|
|
|
|
CLIENT_NBR
|
Servicer
Client Number
|
||
|
SERV_INVESTOR_NBR
|
Contains
a unique number as assigned by an external servicer to identify
a group of
loans in their system.
|
|
|
|
BORROWER_FIRST_NAME
|
First
Name of the Borrower.
|
||
|
BORROWER_LAST_NAME
|
Last
name of the borrower.
|
||
|
PROP_ADDRESS
|
Street
Name and Number of Property
|
|
|
|
PROP_STATE
|
The
state where the property located.
|
|
|
|
PROP_ZIP
|
Zip
code where the property is located.
|
|
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date that the borrower's next payment is due to the servicer
at the end of
processing cycle, as reported by Servicer.
|
MM/DD/YYYY
|
|
|
LOAN_TYPE
|
Loan
Type (i.e. FHA, VA, Conv)
|
|
|
|
BANKRUPTCY_FILED_DATE
|
The
date a particular bankruptcy claim was filed.
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_CHAPTER_CODE
|
The
chapter under which the bankruptcy was filed.
|
|
|
|
BANKRUPTCY_CASE_NBR
|
The
case number assigned by the court to the bankruptcy
filing.
|
|
|
|
POST_PETITION_DUE_DATE
|
The
payment due date once the bankruptcy has been approved by the
courts
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_DCHRG_DISM_DATE
|
The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
Discharged
and/or a Motion For Relief Was Granted.
|
MM/DD/YYYY
|
|
|
LOSS_MIT_APPR_DATE
|
The
Date The Loss Mitigation Was Approved By The Servicer
|
MM/DD/YYYY
|
|
|
LOSS_MIT_TYPE
|
The
Type Of Loss Mitigation Approved For A Loan Such As;
|
||
|
LOSS_MIT_EST_COMP_DATE
|
The
Date The Loss Mitigation /Plan Is Scheduled To End/Close
|
MM/DD/YYYY
|
|
|
LOSS_MIT_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
MM/DD/YYYY
|
|
|
FRCLSR_APPROVED_DATE
|
The
date DA Admin sends a letter to the servicer with instructions
to begin
foreclosure proceedings.
|
MM/DD/YYYY
|
|
|
ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue Foreclosure
|
MM/DD/YYYY
|
|
|
FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_EXPECTED_DATE
|
The
date by which a foreclosure sale is expected to occur.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_DATE
|
The
actual date of the foreclosure sale.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_AMT
|
The
amount a property sold for at the foreclosure sale.
|
2
|
No
commas(,) or dollar signs ($)
|
|
EVICTION_START_DATE
|
The
date the servicer initiates eviction of the borrower.
|
MM/DD/YYYY
|
|
|
EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from
the
borrower.
|
MM/DD/YYYY
|
|
|
LIST_PRICE
|
The
price at which an REO property is marketed.
|
2
|
No
commas(,) or dollar signs ($)
|
|
LIST_DATE
|
The
date an REO property is listed at a particular price.
|
MM/DD/YYYY
|
|
|
OFFER_AMT
|
The
dollar value of an offer for an REO property.
|
2
|
No
commas(,) or dollar signs ($)
|
|
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
|
MM/DD/YYYY
|
|
|
REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to close.
|
MM/DD/YYYY
|
|
|
REO_ACTUAL_CLOSING_DATE
|
Actual
Date Of REO Sale
|
MM/DD/YYYY
|
|
|
OCCUPANT_CODE
|
Classification
of how the property is occupied.
|
|
|
|
PROP_CONDITION_CODE
|
A
code that indicates the condition of the property.
|
|
|
|
PROP_INSPECTION_DATE
|
The
date a property inspection is performed.
|
MM/DD/YYYY
|
|
|
APPRAISAL_DATE
|
The
date the appraisal was done.
|
MM/DD/YYYY
|
|
|
CURR_PROP_VAL
|
The
current "as is" value of the property based on brokers price
opinion or
appraisal.
|
2
|
|
|
REPAIRED_PROP_VAL
|
The
amount the property would be worth if repairs are completed
pursuant to a
broker's price opinion or appraisal.
|
2
|
|
|
If
applicable:
|
|
|
|
|
DELINQ_STATUS_CODE
|
FNMA
Code Describing Status of Loan
|
||
|
DELINQ_REASON_CODE
|
The
circumstances which caused a borrower to stop paying on a loan.
Code
indicates the reason why the loan is in default for this
cycle.
|
||
|
MI_CLAIM_FILED_DATE
|
Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT
|
Amount
of Mortgage Insurance Claim Filed
|
No
commas(,) or dollar signs ($)
|
|
|
MI_CLAIM_PAID_DATE
|
Date
Mortgage Insurance Company Disbursed Claim Payment
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT_PAID
|
Amount
Mortgage Insurance Company Paid On Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_FILED_DATE
|
Date
Claim Was Filed With Pool Insurance Company
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT
|
Amount
of Claim Filed With Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_PAID_DATE
|
Date
Claim Was Settled and The Check Was Issued By The Pool
Insurer
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT_PAID
|
Amount
Paid On Claim By Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_FILED_DATE
|
Date
FHA Part A Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_AMT
|
Amount
of FHA Part A Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part A Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part A Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_FILED_DATE
|
Date
FHA Part B Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_AMT
|
Amount
of FHA Part B Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part B Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part B Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
VA_CLAIM_FILED_DATE
|
Date
VA Claim Was Filed With the Veterans Admin
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_DATE
|
Date
Veterans Admin. Disbursed VA Claim Payment
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_AMT
|
Amount
Veterans Admin. Paid on VA Claim
|
2
|
No
commas(,) or dollar signs ($)
|
Standard
File Codes - Delinquency Reporting
The
Loss
Mit Type
field
should show the approved Loss Mitigation Code as follows:
| · |
ASUM-Approved
Assumption
|
| · |
BAP-Borrower
Assistance Program
|
| · |
CO-
Charge Off
|
| · |
DIL-
Deed-in-Lieu
|
| · |
FFA-
Formal Forbearance Agreement
|
| · |
MOD-
Loan Modification
|
| · |
PRE-
Pre-Sale
|
| · |
SS-
Short Sale
|
| · |
MISC-Anything
else approved by the PMI or Pool
Insurer
|
NOTE:
Xxxxx
Fargo Bank will accept alternative Loss Mitigation Types to those above,
provided that they are consistent with industry standards. If Loss Mitigation
Types other than those above are used, the Servicer must supply Xxxxx
Fargo Bank
with a description of each of the Loss Mitigation Types prior to sending
the
file.
The
Occupant
Code
field
should show the current status of the property code as follows:
| · |
Mortgagor
|
| · |
Tenant
|
| · |
Unknown
|
| · |
Vacant
|
The
Property
Condition
field
should show the last reported condition of the property as follows:
| · |
Damaged
|
| · |
Excellent
|
| · |
Fair
|
| · |
Gone
|
| · |
Good
|
| · |
Poor
|
| · |
Special
Hazard
|
| · |
Unknown
|
Standard
File Codes - Delinquency Reporting, Continued
The
FNMA
Delinquent Reason Code
field
should show the Reason for Delinquency as follows:
|
Delinquency
Code
|
Delinquency
Description
|
|
001
|
FNMA-Death
of principal mortgagor
|
|
002
|
FNMA-Illness
of principal mortgagor
|
|
003
|
FNMA-Illness
of mortgagor’s family member
|
|
004
|
FNMA-Death
of mortgagor’s family member
|
|
005
|
FNMA-Marital
difficulties
|
|
006
|
FNMA-Curtailment
of income
|
|
007
|
FNMA-Excessive
Obligation
|
|
008
|
FNMA-Abandonment
of property
|
|
009
|
FNMA-Distant
employee transfer
|
|
011
|
FNMA-Property
problem
|
|
012
|
FNMA-Inability
to sell property
|
|
013
|
FNMA-Inability
to rent property
|
|
014
|
FNMA-Military
Service
|
|
015
|
FNMA-Other
|
|
016
|
FNMA-Unemployment
|
|
017
|
FNMA-Business
failure
|
|
019
|
FNMA-Casualty
loss
|
|
022
|
FNMA-Energy
environment costs
|
|
023
|
FNMA-Servicing
problems
|
|
026
|
FNMA-Payment
adjustment
|
|
027
|
FNMA-Payment
dispute
|
|
029
|
FNMA-Transfer
of ownership pending
|
|
030
|
FNMA-Fraud
|
|
031
|
FNMA-Unable
to contact borrower
|
|
INC
|
FNMA-Incarceration
|
Standard
File Codes - Delinquency Reporting, Continued
The
FNMA
Delinquent Status Code
field
should show the Status of Default as follows:
|
Status
Code
|
Status
Description
|
|
09
|
Forbearance
|
|
17
|
Pre-foreclosure
Sale Closing Plan Accepted
|
|
24
|
Government
Seizure
|
|
26
|
Refinance
|
|
27
|
Assumption
|
|
28
|
Modification
|
|
29
|
Charge-Off
|
|
30
|
Third
Party Sale
|
|
31
|
Probate
|
|
32
|
Military
Indulgence
|
|
43
|
Foreclosure
Started
|
|
44
|
Deed-in-Lieu
Started
|
|
49
|
Assignment
Completed
|
|
61
|
Second
Lien Considerations
|
|
62
|
Veteran’s
Affairs-No Bid
|
|
63
|
Veteran’s
Affairs-Refund
|
|
64
|
Veteran’s
Affairs-Buydown
|
|
65
|
Chapter
7 Bankruptcy
|
|
66
|
Chapter
11 Bankruptcy
|
|
67
|
Chapter
13 Bankruptcy
|
EXHIBIT
R-2
MONTHLY
REMITTANCE ADVICE
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 10 digits
|
20
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
|
|
Text
up to 10 digits
|
10
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may
be different
than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
|
BORROWER_NAME
|
The
borrower name as received in the file. It is not separated
by first and
last name.
|
|
Maximum
length of 30 (Last, First)
|
30
|
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported
by the
Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the
processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next
payment is
due to the Servicer, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
|
|
|
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|||
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning
of the cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of
a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for
the current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount
for the
current cycle as reported by the Servicer -- only applicable
for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for
the current
reporting cycle as reported by the Servicer -- only applicable
for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan
as reported by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
|
|
|
|
|
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
|
MM/DD/YYYY
|
10
|
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
EXHIBIT
R-3
FORM
OF REALIZED LOSS REPORT
Exhibit
: Calculation
of Realized Loss/Gain Form 332- Instruction Sheet
NOTE:
Do not net or combine items. Show all expenses individually and all credits
as
separate line items. Claim packages are due on the remittance report
date. Late
submissions may result in claims not being passed until the following
month. The
Servicer is responsible to remit all funds pending loss approval and
/or
resolution of any disputed items.
1.
2. The
numbers on the 332 form correspond with the numbers listed below.
Liquidation
and Acquisition Expenses:
1.
The
Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
an
Amortization Schedule from date of default through liquidation breaking
out the
net interest and servicing fees advanced is required.
2.
The
Total
Interest Due less the aggregate amount of servicing fee that would have
been
earned if all delinquent payments had been made as agreed. For documentation,
an
Amortization Schedule from date of default through liquidation breaking
out the
net interest and servicing fees advanced is required.
3.
Accrued
Servicing Fees based upon the Scheduled Principal Balance of the Mortgage
Loan
as calculated on a monthly basis. For documentation, an Amortization
Schedule
from date of default through liquidation breaking out the net interest
and
servicing fees advanced is required.
4-12.
Complete
as applicable. Required documentation:
*
For
taxes and insurance advances - see page 2 of 332 form - breakdown required
showing period of
coverage, base tax, interest, penalty. Advances prior to default require
evidence of servicer efforts to recover advances.
*
For
escrow advances - complete payment history (to
calculate advances from last positive escrow balance forward)
*
Other
expenses - copies of corporate advance history showing all payments
*
REO
repairs > $1500 require explanation
*
REO
repairs >$3000 require evidence of at least 2 bids.
*
Short
Sale or Charge Off require P&L supporting the decision and WFB’s approved
Servicing Officer Certificate
*
Unusual
or extraordinary items may require further documentation.
13.
The
total
of lines 1 through 12.
3. Credits:
14-21.
Complete
as applicable. Required documentation:
*
Copy of
the HUD 1 from the REO sale. If a 3rd
Party
Sale, bid instructions and Escrow Agent / Attorney Letter of Proceeds
Breakdown.
*
Copy of
EOB for any MI or gov't guarantee
*
All
other credits need to be clearly defined on the 332
form
|
22.
|
The
total of lines 14 through 21.
|
Please
Note: For
HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b)
for Part
B/Supplemental proceeds.
Total
Realized Loss (or Amount of Any Gain)
23.
The
total
derived from subtracting line 22 from 13. If the amount represents a
realized
gain, show
the
amount in parenthesis ( ).
Exhibit
3A: Calculation
of Realized Loss/Gain Form 332
Prepared
by: __________________ Date:
_____________________
Phone:
______________________
Email Address:_____________________
|
Servicer Loan No.
|
Servicer Name
|
Servicer Address
|
XXXXX
FARGO BANK, N.A. Loan No._________________________________________
Borrower's
Name: _________________________________________________________
Property
Address: _________________________________________________________
Liquidation
Type: REO Sale
3rd
Party Sale
Short
Sale
Charge
Off
Was
this loan granted a Bankruptcy deficiency or cramdown Yes
No
If
“Yes”,
provide deficiency or cramdown amount
________________________________________
Liquidation
and Acquisition Expenses:
|
(1)
|
Actual
Unpaid Principal Balance of Mortgage Loan
|
$
_______________
|
(1)
|
||||
|
(2)
|
Interest
accrued at Net Rate
|
________________
|
(2)
|
||||
|
(3)
|
Accrued
Servicing Fees
|
________________
|
(3)
|
||||
|
(4)
|
Attorney's
Fees
|
________________
|
(4)
|
||||
|
(5)
|
Taxes
(see page 2)
|
________________
|
(5)
|
||||
|
(6)
|
Property
Maintenance
|
________________
|
(6)
|
||||
|
(7)
|
MI/Hazard
Insurance Premiums (see page 2)
|
________________
|
(7)
|
||||
|
(8)
|
Utility
Expenses
|
________________
|
(8)
|
||||
|
(9)
|
Appraisal/BPO
|
________________
|
(9)
|
||||
|
(10)
|
Property
Inspections
|
________________
|
(10)
|
||||
|
(11)
|
FC
Costs/Other Legal Expenses
|
________________
|
(11)
|
||||
|
(12)
|
Other
(itemize)
|
$________________
|
(12)
|
||||
|
Cash
for Keys__________________________
|
________________
|
||||||
|
HOA/Condo
Fees_______________________
|
________________
|
||||||
|
______________________________________
|
________________
|
||||||
|
______________________________________
|
________________
|
||||||
|
Total
Expenses
|
$
_______________
|
(13)
|
|||||
|
Credits:
|
|||||||
|
(14)
|
Escrow
Balance
|
$
_______________
|
(14)
|
||||
|
(15)
|
HIP
Refund
|
________________
|
(15)
|
||||
|
(16)
|
Rental
Receipts
|
________________
|
(16)
|
||||
|
(17)
|
Hazard
Loss Proceeds
|
________________
|
(17)
|
||||
|
(18)
|
Primary
Mortgage Insurance / Gov’t Insurance
|
________________
|
(18a)
|
||||
|
HUD
Part A
|
|||||||
|
HUD
Part B
|
________________
|
(18b)
|
|||||
|
(19)
|
Pool
Insurance Proceeds
|
________________
|
(19)
|
||||
|
(20)
|
Proceeds
from Sale of Acquired Property
|
________________
|
(20)
|
||||
|
(21)
|
Other
(itemize)
|
________________
|
(21)
|
||||
|
_________________________________________
|
_________________
|
||||||
|
_________________________________________
|
|
_________________
|
|||||
|
Total
Credits
|
$________________
|
|
(22)
|
||||
|
Total
Realized Loss (or Amount of Gain)
|
$________________
|
|
(23)
|
||||
Escrow
Disbursement Detail
|
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
EXHIBIT
S
LIST
OF
APPRAISAL FIRMS
[AVAILABLE
UPON REQUEST]
SCHEDULE
1
MORTGAGE
LOAN SCHEDULE
LOAN NUMBER SERVICER LOAN NUMBER UBS LOAN NUMBER ORIGINAL BALANCE CURRENT BALANCE SCHEDULED BALANCE ORIGINAL RATE
-----------------------------------------------------------------------------------------------------------------------------------------------
4857892 40039422 333914216 34,274.00 33,922.92 33,922.92 12.0000
5186036 40054223 333930471 38,000.00 37,385.80 37,385.80 9.9600
5200993 40048407 333930472 83,250.00 82,964.28 82,964.28 11.8350
5206479 40039547 333930473 249,802.00 249,712.60 249,712.60 9.6050
5367073 40048415 333930475 357,000.00 354,444.11 354,444.11 8.3200
5401757 40039430 333914218 63,600.00 62,638.05 62,638.05 9.9900
5439591 40048423 333914220 60,200.00 60,000.71 60,000.71 12.0000
5612775 40048431 333930444 412,000.00 408,281.35 408,281.35 10.2500
5858618 40039448 333930446 53,600.00 53,271.43 53,271.43 8.0600
6003735 40039554 333930447 67,500.00 67,357.30 67,357.30 11.1620
6142566 40054249 333914223 15,000.00 14,850.17 14,850.17 10.6500
6230817 40039455 333930448 84,400.00 84,200.06 84,200.06 11.3700
6252779 40039562 333930449 92,000.00 91,581.51 91,581.51 8.4000
6272199 40048449 333930450 35,000.00 34,865.44 34,865.44 9.0850
6317036 40039570 333930451 109,000.00 108,540.60 108,540.60 7.8550
6332340 40039588 333930453 189,600.00 188,863.46 188,863.46 8.2600
6345805 40048456 333930454 212,000.00 211,714.82 211,714.82 8.9000
6351803 40054538 333930455 82,400.00 82,052.32 82,052.32 8.6300
6355051 40054546 333930456 38,500.00 38,435.33 38,435.33 11.3600
6376172 40039596 333914225 16,000.00 15,906.33 15,906.33 11.3500
6410179 40039604 333930457 184,000.00 183,757.89 183,757.89 8.9750
6429682 40039612 333930458 38,400.00 38,286.99 38,286.99 9.6100
6435804 40039620 333930459 218,500.00 217,144.21 217,144.21 8.2800
6450654 40039638 333930461 144,000.00 143,390.06 143,390.06 7.8300
6454938 40039646 333930462 123,000.00 122,307.93 122,307.93 6.3800
6465090 40039653 333930463 112,500.00 112,227.91 112,227.91 7.4120
6487235 40039463 333930476 48,000.00 47,857.20 47,857.20 10.3100
6523138 40039471 333930477 140,000.00 139,583.81 139,583.81 9.5600
6528129 40054256 333930478 106,400.00 106,007.90 106,007.90 8.5200
6557987 40039661 333930480 124,000.00 123,499.29 123,499.29 9.4300
6561724 40039679 333930481 86,000.00 85,793.52 85,793.52 10.5700
6569370 40039489 333930482 60,000.00 59,891.08 59,891.08 11.8600
6577886 40039687 333930484 108,000.00 107,707.49 107,707.49 8.0050
6598569 40047292 333930485 112,000.00 111,623.67 111,623.67 8.9700
6604011 40039695 333930486 174,300.00 174,133.64 174,133.64 8.6630
6608988 40039703 333930487 134,950.00 134,651.06 134,651.06 8.9900
6629521 40048464 333930488 131,750.00 131,616.06 131,616.06 9.8400
6633291 40039497 333930489 113,400.00 112,853.61 112,853.61 7.1800
6647721 40039711 333930490 49,400.00 49,276.96 49,276.96 10.4000
6653703 40039729 333930491 244,000.00 243,631.01 243,631.01 8.5000
6668883 40047300 333930492 288,000.00 286,692.17 286,692.17 7.4800
6681308 40039737 333930493 72,800.00 72,680.49 72,680.49 8.2300
6688345 40054264 333930494 380,000.00 378,162.05 378,162.05 7.1600
6705263 40039745 334093720 68,000.00 67,734.34 67,734.34 11.0100
6712343 40054272 334093721 72,000.00 71,823.02 71,823.02 10.4600
6730360 40039752 333930497 83,950.00 83,886.05 83,886.05 10.1800
6745947 40054561 333930498 140,000.00 139,931.43 139,931.43 9.5200
6750608 40054587 333930499 51,000.00 50,926.54 50,926.54 12.0600
6751572 40039760 334093722 57,800.00 57,526.74 57,526.74 9.8600
6757140 40047318 333930500 79,200.00 78,891.98 78,891.98 8.2550
6763387 40039778 333930501 254,000.00 253,186.14 253,186.14 9.2000
6768220 40039786 333930502 120,000.00 119,624.86 119,624.86 9.3200
6786180 40047326 333930504 159,920.00 159,919.99 159,919.99 7.7700
6805048 40047334 333930506 141,733.00 141,143.00 141,143.00 6.9800
6815526 40039794 333930507 207,992.00 207,278.54 207,278.54 8.8700
6823421 40048472 333930508 132,000.00 131,577.92 131,577.92 9.2100
6825319 40039802 333930509 380,000.00 380,000.00 380,000.00 7.9150
6825947 40039810 333930510 55,120.00 54,995.38 54,995.38 8.8900
6828263 40047342 333930511 204,000.00 203,394.66 203,394.66 8.6700
6842181 40039828 333930513 124,000.00 123,894.07 123,894.07 9.8000
6843429 40054595 333930514 35,875.00 35,851.67 35,851.67 7.5700
6844054 40039836 333930515 243,750.00 243,282.87 243,282.87 10.7500
6846968 40039844 334093726 80,800.00 80,653.59 80,653.59 11.0100
6853022 40054603 333930516 50,001.00 49,882.43 49,882.43 9.7500
6864664 40039851 333930518 101,600.00 101,462.99 101,462.99 8.2550
6874036 40054611 333930519 301,000.00 300,244.24 300,244.24 6.0370
6875322 40054652 333930520 58,960.00 58,807.80 58,807.80 11.4600
6881460 40047359 333930521 256,000.00 254,973.96 254,973.96 8.1050
6882286 40039869 333914227 73,000.00 72,881.06 72,881.06 11.5000
6895742 40039877 333930522 162,000.00 161,688.09 161,688.09 9.6600
6898050 40054298 333930524 93,450.00 92,257.47 92,257.47 9.5600
6911267 40039885 333930525 132,750.00 132,516.78 132,516.78 7.3300
6913701 40039893 333930526 44,800.00 44,723.86 44,723.86 10.2500
6918411 40039901 334093728 192,000.00 191,703.13 191,703.13 7.7800
6924849 40039919 333930527 49,500.00 48,548.48 48,548.48 10.6600
6930291 40047367 333930529 220,000.00 220,000.00 220,000.00 7.8300
6933865 40054306 333930531 176,250.00 176,067.27 176,067.27 8.3800
6940878 40039927 333930532 50,400.00 50,289.66 50,289.66 10.1600
6941363 40047375 333930533 226,400.00 226,077.00 226,077.00 8.0600
6949481 40054660 334093730 108,000.00 107,823.30 107,823.30 11.4800
6950802 40054678 333930534 98,400.00 98,102.42 98,102.42 8.5850
6966907 40039935 333930536 440,000.00 438,992.96 438,992.96 8.8300
6968895 40047383 333930537 233,600.00 232,832.56 232,832.56 8.1700
6971501 40039943 333930538 108,000.00 107,328.21 107,328.21 10.8100
6973689 40039950 333930539 96,000.00 95,742.14 95,742.14 9.8350
6977771 40047391 333930540 227,500.00 226,650.26 226,650.26 7.5300
6980338 40039968 333914229 81,250.00 81,064.87 81,064.87 12.6000
6984348 40054694 333931119 119,700.00 119,396.89 119,396.89 9.4500
6984439 40054710 333931120 145,000.00 144,796.66 144,796.66 8.1200
6993398 40047409 333914230 39,569.00 39,479.79 39,479.79 9.9900
6994099 40047417 333931121 68,000.00 67,166.64 67,166.64 10.0100
6994354 40054314 333914231 52,000.00 51,728.25 51,728.25 11.9000
6995260 40039976 333914232 35,000.00 34,948.34 34,948.34 11.9500
6997712 40039984 334093732 51,300.00 51,219.31 51,219.31 10.6120
6999056 40039992 333931122 360,000.00 359,576.02 359,576.02 8.6550
7002363 40040008 333931123 56,000.00 55,903.85 55,903.85 11.2600
7004807 40040016 333931124 53,900.00 53,833.84 53,833.84 8.5800
7004898 40040024 333931125 148,000.00 147,805.69 147,805.69 8.8600
7005739 40047425 333931126 104,720.00 104,533.78 104,533.78 7.3300
7011778 40054348 333931127 63,750.00 63,679.65 63,679.65 10.9000
7011935 40040032 333931128 50,001.00 49,942.90 49,942.90 12.0000
7013865 40040040 333931129 76,000.00 75,186.09 75,186.09 8.9800
7014889 40040057 333931130 150,500.00 150,005.11 150,005.11 7.0300
7017171 40047433 333931131 61,072.00 60,935.08 60,935.08 8.9300
7022544 40054355 333914233 26,180.00 26,140.93 26,140.93 11.9000
7027469 40047441 333931133 131,600.00 131,521.85 131,521.85 7.8870
7035009 40040065 333931136 168,000.00 167,815.41 167,815.41 8.1800
7037567 40040073 333931137 55,600.00 55,521.48 55,521.48 11.1100
7037963 40040081 333914234 37,660.00 37,610.61 37,610.61 11.4500
7040256 40040099 333931138 123,200.00 123,055.56 123,055.56 6.9300
7042609 40040107 333931139 52,000.00 51,880.64 51,880.64 8.8170
7050644 40047458 333931140 200,800.00 200,489.09 200,489.09 7.7750
7051766 40040115 333931153 125,000.00 124,136.63 124,136.63 6.2500
7053085 40054363 333931154 98,400.00 98,244.47 98,244.47 9.2100
7054885 40040123 333914235 38,000.00 37,801.19 37,801.19 12.6000
7054919 40040131 333931155 112,000.00 111,792.15 111,792.15 9.8350
7056492 40047466 333931156 238,740.00 238,254.39 238,254.39 6.7300
7069115 40040149 333931157 178,640.00 178,479.58 178,479.58 8.8700
7077407 40040156 333931158 68,000.00 67,896.85 67,896.85 10.7800
7080104 40054728 333931161 220,000.00 219,815.45 219,815.45 9.1000
7085723 40054744 333931163 320,000.00 319,721.43 319,721.43 8.9750
7086705 40040164 333931164 196,000.00 195,679.16 195,679.16 7.5800
7086937 40048480 333931141 496,000.00 495,385.93 495,385.93 9.0500
7087141 40040172 333931142 208,000.00 207,870.78 207,870.78 9.1300
7090426 40040180 333914237 61,983.00 61,909.36 61,909.36 11.9000
7091333 40040198 333931145 48,000.00 47,587.40 47,587.40 11.4000
7091556 40048498 333931146 189,275.00 188,553.57 188,553.57 7.4300
7092810 40040206 333931147 153,750.00 153,158.37 153,158.37 7.3800
7092984 40040214 333931148 139,000.00 138,951.73 138,951.73 9.7050
7096845 40040222 333931149 50,000.00 28,321.25 28,321.25 11.6100
7101355 40048506 333931150 97,600.00 97,364.18 97,364.18 9.6800
7102775 40040230 333931151 97,600.00 97,423.62 97,423.62 9.9600
7105877 40040248 333931152 50,700.00 50,516.16 50,516.16 7.6800
7108962 40040255 334093733 61,600.00 61,528.13 61,528.13 11.0000
7109416 40048514 333931244 91,000.00 90,909.18 90,909.18 9.4500
7109838 40054751 333931245 56,250.00 56,174.88 56,174.88 10.0100
7112717 40048522 333931247 198,000.00 197,753.24 197,753.24 8.3800
7113087 40040263 333914239 25,980.00 25,933.31 25,933.31 9.9900
7115975 40040271 333931248 72,250.00 72,054.32 72,054.32 8.0050
7116544 40047474 333914240 86,000.00 85,840.40 85,840.40 10.9000
7134166 40040289 333914241 110,000.00 109,780.98 109,780.98 9.5000
7139207 40040297 333914242 82,800.00 82,689.04 82,689.04 11.3500
7140023 40040305 333931250 239,700.00 239,420.98 239,420.98 7.9800
7142284 40048530 334093735 70,000.00 69,974.93 69,974.93 10.9450
7144025 40040313 334093736 104,000.00 103,879.83 103,879.83 10.7100
7144959 40040321 333931252 30,000.00 29,965.89 29,965.89 12.1000
7146772 40040339 333931253 221,811.00 221,211.12 221,211.12 9.1200
7148398 40040347 334093737 104,000.00 103,955.01 103,955.01 10.1050
7159809 40054785 333931166 142,500.00 142,314.90 142,314.90 7.3050
7162241 40040354 333931167 109,000.00 108,612.50 108,612.50 6.6300
7165368 40040362 333931169 388,000.00 387,546.23 387,546.23 10.6300
7169006 40040370 333931170 105,000.00 104,779.12 104,779.12 9.4800
7176027 40048548 334093739 107,200.00 107,103.08 107,103.08 9.9180
7184203 40040404 333931175 455,000.00 453,810.64 453,810.64 8.1800
7184419 40040412 333931176 100,000.00 99,882.49 99,882.49 10.6100
7186919 40040420 333931177 110,250.00 110,107.68 110,107.68 10.1700
7187453 40040438 333931178 256,000.00 255,772.72 255,772.72 7.9100
7192255 40040446 333931179 92,050.00 91,972.18 91,972.18 8.0800
7193360 40040453 333914243 24,300.00 24,268.40 24,268.40 11.4900
7195480 40040461 333914244 21,200.00 21,161.92 21,161.92 9.9900
7195571 40040479 333931180 50,000.00 49,635.59 49,635.59 10.1100
7196249 40054801 333931181 132,300.00 132,242.83 132,242.83 8.9750
7200686 40040487 333931183 76,000.00 75,828.07 75,828.07 8.8870
7201916 40040495 333931185 50,001.00 48,953.47 48,953.47 8.9600
7205065 40040503 333931186 212,000.00 211,999.99 211,999.99 8.6000
7211196 40047482 333931187 250,000.00 249,359.62 249,359.62 8.2800
7211840 40040511 333931189 88,000.00 87,904.42 87,904.42 8.2200
7214760 40040529 333931190 204,000.00 203,546.15 203,546.15 8.9670
7215353 40048555 333931191 224,700.00 224,474.38 224,474.38 7.4800
7216187 40040537 333914245 49,000.00 48,936.90 48,936.90 10.2500
7218514 40040545 333931193 224,000.00 223,828.94 223,828.94 8.4300
7218696 40040552 333931194 392,000.00 391,858.22 391,858.22 9.5700
7221047 40040560 333931195 105,000.00 104,645.29 104,645.29 6.8920
7227374 40040578 333931196 196,000.00 195,714.08 195,714.08 10.9600
7227697 40047490 333931197 42,000.00 41,931.76 41,931.76 10.4600
7227911 40040586 333914246 29,380.00 29,324.01 29,324.01 10.6500
7236060 40047508 333931199 60,200.00 59,520.15 59,520.15 8.3800
7238637 40040602 333914247 76,600.00 76,531.34 76,531.34 11.8500
7238876 40040610 333931200 50,001.00 49,887.25 49,887.25 8.8600
7241474 40040628 333931201 82,600.00 82,373.88 82,373.88 6.4800
7243355 40040636 333914249 74,000.00 73,914.94 73,914.94 12.0500
7243876 40040644 333931202 271,200.00 270,795.71 270,795.71 7.1100
7244163 40040651 333914250 67,800.00 67,682.30 67,682.30 10.1500
7245434 40054835 333931203 104,000.00 103,802.68 103,802.68 9.7300
7249501 40054843 333914251 35,750.00 35,477.98 35,477.98 12.7000
7250160 40040669 333914252 44,000.00 43,947.73 43,947.73 11.9000
7252752 40048563 333931205 96,000.00 95,905.59 95,905.59 12.7500
7253081 40040677 333931206 56,250.00 55,977.87 55,977.87 10.0170
7253578 40040685 333914253 66,500.00 66,423.58 66,423.58 12.0500
7254949 40040693 333931208 160,000.00 159,932.73 159,932.73 11.3700
7260367 40040701 333931209 108,500.00 108,418.90 108,418.90 10.8050
7261266 40048571 333931210 180,500.00 180,260.63 180,260.63 8.1100
7261647 40048589 333931211 120,000.00 119,788.83 119,788.83 8.6920
7262389 40048597 333931212 71,250.00 71,192.00 71,192.00 12.2850
7263981 40048605 333931213 174,000.00 173,900.83 173,900.83 8.0300
7269079 40054850 333931215 146,000.00 145,916.56 145,916.56 9.4100
7269681 40040719 333931216 76,000.00 75,893.79 75,893.79 11.1600
7271109 40048613 333914254 87,000.00 86,885.93 86,885.93 11.4500
7278237 40040727 333931217 191,250.00 191,190.54 191,190.54 11.4000
7280761 40040735 333914255 56,000.00 55,945.66 55,945.66 11.4900
7281348 40054892 334093742 104,000.00 103,817.18 103,817.18 8.6970
7281520 40054918 333931219 258,750.00 258,524.96 258,524.96 10.1000
7284433 40040743 333931220 62,400.00 62,346.30 62,346.30 12.0350
7285091 40047516 333931221 300,000.00 299,744.19 299,744.19 8.0500
7289663 40054959 333914256 55,000.00 54,908.99 54,908.99 10.3750
7291461 40040750 333931223 83,000.00 82,754.21 82,754.21 7.5600
7291578 40040768 333931224 39,900.00 39,851.91 39,851.91 11.8350
7295330 40040776 333931225 247,500.00 247,336.83 247,336.83 8.9300
7296221 40040784 333931226 64,800.00 64,703.82 64,703.82 10.8800
7298417 40040792 334093744 76,000.00 75,860.32 75,860.32 8.4800
7298789 40040800 334093745 19,000.00 18,932.65 18,932.65 10.9000
7298813 40040818 334093746 52,250.00 52,237.57 52,237.57 10.9450
7301856 40040826 333931228 152,000.00 151,784.15 151,784.15 9.7200
7302474 40040834 333931229 112,700.00 112,616.22 112,616.22 10.8300
7304462 40040842 334093747 115,500.00 115,372.67 115,372.67 7.1500
7304751 40040859 333914257 117,000.00 116,865.54 116,865.54 12.0500
7307093 40040867 333931230 235,000.00 234,288.76 234,288.76 7.4500
7307903 40040875 334093748 154,500.00 154,294.80 154,294.80 6.4800
7307960 40040883 333931231 116,200.00 116,076.71 116,076.71 12.4100
7308513 40048621 333931232 180,000.00 179,861.66 179,861.66 6.9800
7308711 40040891 334093749 75,100.00 74,992.09 74,992.09 11.0300
7308927 40040909 333931233 140,000.00 139,684.83 139,684.83 8.9100
7309008 40054371 333931234 176,000.00 175,622.66 175,622.66 7.7200
7310790 40040917 333931235 156,800.00 156,648.36 156,648.36 9.6000
7312333 40040925 333931236 199,500.00 199,365.91 199,365.91 7.4550
7313158 40047524 333914258 53,000.00 52,927.42 52,927.42 11.2500
7314487 40040933 333931237 100,000.00 99,751.02 99,751.02 8.4200
7316789 40054967 333931239 92,000.00 91,805.12 91,805.12 7.7800
7317613 40054975 333931240 104,000.00 103,877.18 103,877.18 7.9300
7318371 40047532 333931241 135,800.00 135,357.82 135,357.82 7.0800
7318991 40054983 333931242 225,600.00 225,449.07 225,449.07 8.8800
7321243 40040941 333931243 248,900.00 248,816.03 248,816.03 11.1500
7322589 40047540 333914260 70,700.00 70,589.23 70,589.23 10.6300
7322951 40040958 333931254 133,000.00 132,896.20 132,896.20 6.9250
7327018 40040966 333931256 160,000.00 159,824.20 159,824.20 8.1800
7327091 40047557 333914261 40,000.00 39,932.04 39,932.04 10.2500
7327836 40040974 333914262 28,000.00 27,974.54 27,974.54 13.1000
7329386 40040982 333931257 380,000.00 380,000.00 380,000.00 8.6800
7330319 40040990 333931258 60,000.00 59,882.44 59,882.44 10.6600
7333917 40041006 333931259 178,500.00 178,395.29 178,395.29 7.9300
7334360 40041014 334093750 53,900.00 53,835.92 53,835.92 10.5550
7336548 40047565 333931263 111,432.00 111,204.02 111,204.02 9.3700
7338387 40041022 333931264 186,700.00 186,268.25 186,268.25 8.7800
7339435 40054991 334093751 301,122.00 301,035.12 301,035.12 7.9750
7340748 40048639 333931266 97,500.00 97,344.97 97,344.97 10.5600
7342835 40041030 333914263 99,000.00 98,575.97 98,575.97 10.5640
7344195 40048647 333931267 92,000.00 91,911.22 91,911.22 9.6100
7346380 40041048 333914264 45,000.00 44,931.57 44,931.57 10.9900
7346604 40041055 333931268 322,500.00 322,193.73 322,193.73 8.6800
7355852 40048654 333931270 254,925.00 254,779.72 254,779.72 8.0300
7356058 40041063 333931271 100,215.00 100,055.64 100,055.64 10.5600
7358062 40041071 333914265 26,320.00 26,272.07 26,272.07 9.9900
7359102 40041089 333931272 124,000.00 123,759.76 123,759.76 9.6300
7359508 40041097 333914266 31,000.00 30,963.17 30,963.17 11.9000
7360191 40041105 333914267 32,714.00 32,655.24 32,655.24 9.9900
7363690 40041113 334093753 128,000.00 127,970.15 127,970.15 8.7050
7364961 40055006 333931273 62,400.00 62,324.61 62,324.61 10.4800
7365307 40041121 333931274 236,000.00 235,863.95 235,863.95 7.9900
7367220 40048662 333931275 50,001.00 49,744.16 49,744.16 9.2600
7369432 40041139 333914268 60,000.00 59,892.47 59,892.47 10.0000
7369556 40041147 333931276 66,800.00 66,736.17 66,736.17 11.5600
7369564 40054405 333931277 282,750.00 282,379.10 282,379.10 11.2600
7370034 40041154 333914269 79,000.00 78,899.75 78,899.75 11.6000
7371107 40041162 333914270 21,700.00 21,670.87 21,670.87 9.9900
7374424 40055014 333931279 225,000.00 224,714.98 224,714.98 8.3000
7374598 40047573 333914271 100,000.00 99,890.07 99,890.07 12.2500
7374762 40048670 333931280 122,000.00 121,927.62 121,927.62 11.8600
7375652 40048688 333931281 100,000.00 99,808.55 99,808.55 8.2800
7378193 40041170 333931283 78,400.00 78,328.32 78,328.32 11.7600
7382211 40048696 333931284 64,000.00 63,905.66 63,905.66 7.5500
7382336 40041188 333931285 116,900.00 116,628.29 116,628.29 7.3300
7383631 40055022 333931286 103,500.00 103,423.88 103,423.88 10.8800
7385529 40041196 333931287 225,420.00 225,371.33 225,371.33 11.2550
7385842 40041204 334093754 81,000.00 80,913.68 80,913.68 11.0600
7386501 40048704 333931288 150,000.00 149,803.09 149,803.09 8.1250
7389844 40055030 333914275 55,000.00 54,901.43 54,901.43 10.0000
7392806 40048712 334093755 256,750.00 256,585.09 256,585.09 11.5000
7393713 40055048 334093756 192,000.00 191,961.07 191,961.07 9.1750
7396054 40041212 333914276 81,000.00 80,906.91 80,906.91 12.0500
7396609 40048720 333931290 198,114.00 198,010.52 198,010.52 8.3300
7397599 40048738 333931291 222,400.00 222,139.40 222,139.40 8.6800
7398001 40055055 333914277 65,000.00 64,874.57 64,874.57 9.6500
7398332 40048746 334093757 65,600.00 65,535.94 65,535.94 11.4600
7398563 40041220 333931293 63,750.00 63,608.86 63,608.86 8.4600
7398795 40047581 333931294 115,000.00 114,930.41 114,930.41 9.2600
7398837 40055063 333931295 150,500.00 150,328.86 150,328.86 10.7600
7400930 40041238 333914278 54,000.00 53,927.58 53,927.58 9.9900
7401557 40041246 334093758 39,000.00 38,937.57 38,937.57 10.5300
7401789 40041253 333914279 33,000.00 32,940.73 32,940.73 9.9900
7402092 40055089 333931296 57,000.00 56,938.59 56,938.59 11.0100
7404098 40041261 334093759 115,000.00 114,855.48 114,855.48 7.6300
7405954 40041279 333931297 234,000.00 233,844.61 233,844.61 8.9050
7408354 40047599 333931298 120,000.00 119,936.55 119,936.55 9.6700
7409758 40047607 333931299 240,000.00 239,711.66 239,711.66 7.8700
7410285 40041287 333931300 216,000.00 215,787.10 215,787.10 9.5100
7410525 40048753 333931302 100,000.00 99,887.68 99,887.68 8.8850
7410582 40055097 333931303 126,800.00 126,589.78 126,589.78 8.9800
7410590 40055105 333931304 187,500.00 187,332.07 187,332.07 7.8800
7413982 40048761 333931306 98,000.00 97,954.74 97,954.74 8.7500
7414949 40041295 333931307 50,001.00 49,934.21 49,934.21 10.0100
7415805 40041303 333914280 33,400.00 33,146.08 33,146.08 9.5500
7415938 40048779 333931309 105,300.00 105,197.07 105,197.07 9.5500
7416688 40048787 333931310 190,000.00 189,825.16 189,825.16 9.8350
7417819 40041311 334093761 145,000.00 144,707.18 144,707.18 8.1700
7417843 40041329 333931311 181,000.00 180,404.83 180,404.83 7.0300
7420755 40055113 333914281 115,000.00 114,842.14 114,842.14 11.2400
7423635 40048795 333931312 178,000.00 177,797.14 177,797.14 10.7500
7424211 40055121 333931313 81,000.00 80,909.57 80,909.57 10.8800
7424286 40054421 333931314 106,400.00 106,223.95 106,223.95 8.9900
7424740 40041337 333931315 256,000.00 255,650.79 255,650.79 9.9100
7424773 40041345 333931316 135,000.00 134,871.77 134,871.77 9.6850
7425176 40048803 333931317 75,000.00 74,977.66 74,977.66 10.2100
7425747 40055139 333931318 360,000.00 358,910.46 358,910.46 7.4500
7426455 40055154 333931320 98,252.00 98,096.08 98,096.08 7.1800
7426950 40055162 333914282 75,000.00 74,872.70 74,872.70 10.2550
7427966 40041352 334093762 128,000.00 127,867.99 127,867.99 11.2100
7428394 40048811 333931321 137,900.00 137,724.41 137,724.41 8.2750
7428725 40041360 333931322 90,300.00 90,200.03 90,200.03 8.9550
7429251 40041378 333931323 65,600.00 65,515.49 65,515.49 10.1800
7431174 40047615 333931325 500,000.00 499,625.96 499,625.96 8.5000
7433337 40048829 333931327 200,000.00 199,768.06 199,768.06 8.7300
7434368 40047623 333914283 75,300.00 75,153.93 75,153.93 9.6250
7434392 40041394 333931328 188,800.00 188,577.40 188,577.40 8.6500
7435241 40041402 333931329 83,200.00 83,161.91 83,161.91 12.7500
7435563 40055170 334093763 171,200.00 171,067.97 171,067.97 8.9600
7437775 40047631 333931330 142,800.00 142,711.91 142,711.91 7.7550
7437957 40055188 333931331 204,000.00 203,897.36 203,897.36 12.6000
7438211 40055204 333931333 192,000.00 191,888.99 191,888.99 7.9800
7438831 40055246 333931334 217,750.00 217,533.12 217,533.12 9.4600
7440431 40041410 334093764 90,300.00 90,094.85 90,094.85 7.4300
7440969 40047649 333931336 161,000.00 160,836.02 160,836.02 7.4300
7442064 40041428 333931337 126,000.00 125,943.59 125,943.59 8.8550
7442361 40048837 333931338 108,256.00 108,166.39 108,166.39 12.2100
7442684 40055253 334093765 76,500.00 76,440.63 76,440.63 12.5000
7443047 40055279 333931339 55,000.00 54,426.36 54,426.36 8.9300
7447063 40048845 333931341 86,250.00 86,221.85 86,221.85 9.9100
7447543 40055287 333931342 133,000.00 132,904.73 132,904.73 7.2300
7447618 40041436 333914285 21,180.00 21,151.58 21,151.58 9.9900
7449077 40041444 333914286 85,000.00 84,725.38 84,725.38 11.6000
7449192 40055295 333931343 112,000.00 111,841.46 111,841.46 9.7350
7451933 40041451 333931344 192,000.00 191,764.53 191,764.53 10.4700
7454267 40055303 333931345 183,120.00 182,981.38 182,981.38 8.4600
7455041 40041469 333931346 116,250.00 116,117.80 116,117.80 10.7600
7455124 40041477 333914287 105,000.00 104,892.64 104,892.64 11.2500
7455280 40041485 334093767 45,780.00 45,723.75 45,723.75 10.4000
7455629 40041493 333931347 154,000.00 153,862.87 153,862.87 9.9900
7455983 40048852 333931348 76,800.00 76,711.26 76,711.26 10.0800
7459951 40041501 333931349 160,000.00 159,822.64 159,822.64 7.1300
7460124 40039505 333931350 87,120.00 87,118.11 87,118.11 8.8300
7460827 40041519 333914288 21,780.00 21,749.73 21,749.73 9.9900
7460843 40055311 333931351 114,000.00 113,982.93 113,982.93 10.1800
7461312 40041527 333931352 176,000.00 175,937.84 175,937.84 10.9900
7461601 40055329 333931353 52,500.00 52,462.27 52,462.27 7.6600
7462179 40048860 333931354 87,445.00 87,287.55 87,287.55 8.5800
7462765 40055337 333931355 238,000.00 237,792.40 237,792.40 7.9800
7463268 40041535 333931356 238,000.00 237,819.98 237,819.98 10.7500
7463631 40041543 333914289 45,648.00 45,465.92 45,465.92 9.9900
7465933 40041550 333931358 200,340.00 200,194.45 200,194.45 7.1800
7466683 40041568 333931359 235,200.00 234,752.50 234,752.50 6.2500
7466873 40041576 333931360 130,110.00 129,955.31 129,955.31 6.8800
7466956 40041584 333931361 221,500.00 221,364.34 221,364.34 7.7800
7467160 40055360 333931362 224,000.00 223,836.29 223,836.29 8.5800
7467707 40055378 334093768 224,500.00 224,365.85 224,365.85 8.5670
7469901 40047656 333914290 75,000.00 74,891.91 74,891.91 9.6500
7471071 40041592 333931364 132,000.00 131,838.50 131,838.50 10.4200
7471550 40055386 333931365 62,300.00 62,206.31 62,206.31 7.4500
7472756 40055394 333931366 359,920.00 359,595.83 359,595.83 7.8600
7473861 40041600 333931368 40,000.00 39,964.19 39,964.19 12.0000
7473978 40054439 333931369 189,550.00 189,278.53 189,278.53 9.6800
7474026 40055402 333931370 80,800.00 80,748.27 80,748.27 11.9600
7475957 40055410 333931371 155,400.00 155,164.19 155,164.19 7.4050
7476518 40041618 333914291 31,200.00 31,122.22 31,122.22 10.5400
7476732 40055428 333931372 61,500.00 61,455.56 61,455.56 10.9600
7477011 40048886 334093769 136,500.00 136,462.31 136,462.31 12.1600
7478738 40041626 333931374 171,250.00 171,157.00 171,157.00 9.5800
7478779 40041634 333931375 78,200.00 78,155.31 78,155.31 12.0300
7478977 40055436 333931376 185,000.00 184,758.66 184,758.66 10.1200
7480619 40041642 333931377 117,000.00 116,818.71 116,818.71 7.3000
7480981 40041659 333931378 91,000.00 90,767.26 90,767.26 6.8300
7481625 40048894 333931380 132,452.00 132,263.66 132,263.66 7.7300
7482029 40055444 333931382 248,000.00 247,803.89 247,803.89 8.3100
7484306 40055469 334093770 135,450.00 135,258.05 135,258.05 9.7300
7484660 40041667 334093771 198,800.00 198,683.63 198,683.63 9.3300
7484694 40048902 333931384 297,500.00 297,282.66 297,282.66 10.9100
7485162 40041675 334093772 66,750.00 66,697.83 66,697.83 8.3500
7486699 40041683 334093773 350,000.00 349,757.35 349,757.35 11.1600
7487374 40048910 333931386 84,800.00 84,719.90 84,719.90 9.7120
7487556 40048928 334093774 156,800.00 156,341.17 156,341.17 6.9620
7489271 40041691 333931388 464,000.00 462,825.02 462,825.02 7.3500
7490592 40047664 333914293 125,000.00 124,832.71 124,832.71 10.0000
7491020 40055477 334093775 243,750.00 243,622.80 243,622.80 9.7120
7491442 40041709 333931389 120,000.00 119,819.64 119,819.64 9.4500
7491533 40041717 333931390 56,500.00 56,218.89 56,218.89 9.7100
7491921 40041725 333931391 171,500.00 171,358.68 171,358.68 6.7300
7492598 40041733 333931392 158,000.00 157,806.01 157,806.01 8.4620
7492622 40041741 333931393 88,550.00 88,440.76 88,440.76 8.4300
7493158 40055493 333931394 126,400.00 126,292.84 126,292.84 8.0700
7493505 40048936 333931397 198,440.00 198,318.97 198,318.97 11.7350
7493893 40041758 333931398 124,000.00 123,828.94 123,828.94 7.8800
7494040 40055501 333931399 57,600.00 57,455.56 57,455.56 10.4100
7494487 40041766 333931400 402,500.00 401,836.92 401,836.92 6.9900
7495120 40041774 333931401 146,250.00 145,996.21 145,996.21 6.7250
7495377 40048944 333931402 175,000.00 174,843.32 174,843.32 6.4300
7498819 40041782 334093776 143,120.00 142,882.94 142,882.94 8.9850
7499262 40048951 333931403 50,000.00 49,967.95 49,967.95 11.5100
7500671 40048969 334093777 162,500.00 162,188.89 162,188.89 8.2800
7502297 40047672 333931404 408,000.00 407,884.83 407,884.83 11.8300
7503295 40041790 333931406 139,500.00 139,473.37 139,473.37 11.6500
7503667 40048977 333931407 384,000.00 383,549.81 383,549.81 6.9300
7504889 40041808 333931409 212,000.00 211,863.89 211,863.89 9.0200
7506231 40055519 333931410 296,000.00 295,504.15 295,504.15 8.9300
7506736 40055527 333931411 432,000.00 431,849.98 431,849.98 9.7050
7506801 40055535 333931412 68,000.00 67,943.44 67,943.44 10.3100
7506991 40041816 333931413 111,612.00 111,456.45 111,456.45 7.8300
7507148 40041824 333931414 66,500.00 66,390.41 66,390.41 9.0100
7507163 40041832 334093780 436,000.00 435,801.49 435,801.49 9.3000
7507338 40055550 334093781 51,000.00 50,980.42 50,980.42 10.6600
7507908 40055568 334093782 37,600.00 37,592.32 37,592.32 13.5000
7508179 40048985 333931415 87,750.00 87,651.94 87,651.94 8.9100
7508757 40041840 333931416 56,250.00 55,984.53 55,984.53 8.6670
7509185 40055584 333931417 88,000.00 87,964.22 87,964.22 9.1800
7509458 40041857 334093784 232,000.00 231,852.82 231,852.82 9.0600
7511850 40041865 333931419 301,500.00 301,213.23 301,213.23 11.5800
7512288 40041873 333931421 168,750.00 168,654.88 168,654.88 8.0680
7512668 40041881 333931422 140,600.00 140,497.85 140,497.85 7.1800
7513104 40055592 333931423 479,920.00 479,640.92 479,640.92 7.9600
7513872 40041899 333931424 227,500.00 227,236.80 227,236.80 9.7300
7513930 40048993 333931425 257,000.00 256,711.09 256,711.09 7.0800
7515133 40041907 333931426 67,000.00 66,922.29 66,922.29 8.7300
7516784 40041915 333931427 70,000.00 69,980.38 69,980.38 10.4100
7517105 40055600 333931428 114,800.00 114,712.88 114,712.88 7.0250
7517303 40041923 333931429 160,000.00 159,711.32 159,711.32 8.5700
7517717 40041931 333931430 117,126.00 116,988.75 116,988.75 8.6800
7518087 40041949 333931431 43,000.00 42,934.99 42,934.99 10.4100
7518210 40055618 333931432 100,000.00 99,733.52 99,733.52 9.9500
7518244 40041956 333931433 45,200.00 45,172.42 45,172.42 11.7350
7518772 40041964 333931434 49,000.00 48,975.88 48,975.88 12.7000
7519390 40055634 333931435 119,980.00 119,898.60 119,898.60 11.2500
7519432 40055642 333931436 318,500.00 317,772.09 317,772.09 7.4000
7519515 40049009 333931437 196,191.00 196,012.94 196,012.94 9.9000
7520505 40055659 333931438 200,000.00 199,876.81 199,876.81 7.7600
7520570 40055667 333914296 50,000.00 49,956.98 49,956.98 10.1500
7521719 40049017 333931439 98,400.00 98,334.34 98,334.34 7.4800
7523137 40041972 333914297 27,900.00 27,862.58 27,862.58 9.9900
7523996 40041980 333931441 117,000.00 116,948.13 116,948.13 10.2500
7524630 40055675 333931442 290,500.00 290,277.38 290,277.38 6.9900
7525116 40055683 333931443 212,000.00 211,869.03 211,869.03 7.7500
7525603 40055691 333931444 343,000.00 342,614.13 342,614.13 10.8100
7525728 40055709 333931445 164,000.00 163,758.95 163,758.95 7.4300
7528367 40049025 334093786 404,000.00 403,303.73 403,303.73 9.2700
7528375 40055717 333931446 380,000.00 379,413.05 379,413.05 9.3200
7528458 40055774 333931447 121,200.00 121,001.14 121,001.14 9.0300
7529290 40041998 333931448 203,250.00 203,155.91 203,155.91 8.7420
7529407 40042004 333931450 169,600.00 169,507.46 169,507.46 8.1800
7529977 40042012 333931451 120,000.00 119,837.94 119,837.94 8.0000
7529985 40042020 333914298 15,600.00 15,585.57 15,585.57 11.7500
7530017 40042038 334093787 155,698.00 155,469.31 155,469.31 9.5600
7530363 40042046 333931452 208,000.00 207,678.34 207,678.34 7.3100
7530397 40042053 333931453 129,375.00 129,254.85 129,254.85 9.7920
7530702 40055782 333931454 60,000.00 59,959.37 59,959.37 11.2600
7530991 40049033 333931455 101,500.00 101,242.93 101,242.93 6.8800
7531023 40049041 333931456 325,000.00 324,672.07 324,672.07 5.9920
7531098 40042061 333931457 104,300.00 104,257.54 104,257.54 9.1750
7531825 40055816 333931458 240,000.00 239,639.06 239,639.06 7.4500
7532187 40054454 333931459 380,250.00 379,882.32 379,882.32 11.5050
7532492 40042079 333931460 80,000.00 79,908.62 79,908.62 10.7400
7532591 40042087 333931461 168,000.00 167,862.33 167,862.33 6.7500
7533466 40042095 334093790 276,500.00 276,164.98 276,164.98 6.8120
7533532 40042103 334093791 171,000.00 170,941.62 170,941.62 11.1000
7534076 40042111 333931462 75,001.00 74,519.33 74,519.33 6.8300
7535107 40055832 334093792 348,750.00 348,434.65 348,434.65 11.8100
7535180 40049058 333931463 60,000.00 59,938.58 59,938.58 9.3300
7535834 40042129 333931464 41,600.00 41,325.67 41,325.67 10.7600
7536154 40042137 333931465 495,600.00 495,187.05 495,187.05 6.6900
7536444 40042145 333931466 142,400.00 142,328.71 142,328.71 8.4750
7536568 40042152 333931467 196,000.00 195,745.94 195,745.94 8.1870
7537368 40042160 333931469 200,000.00 199,728.42 199,728.42 7.9600
7537616 40049066 334093793 112,000.00 111,797.51 111,797.51 8.5600
7539968 40042178 333931470 63,000.00 62,957.26 62,957.26 11.2500
7541253 40055840 333931472 388,000.00 387,817.08 387,817.08 8.6800
7542525 40055865 333931473 200,000.00 199,940.59 199,940.59 10.2200
7542814 40055881 333931474 134,800.00 134,703.20 134,703.20 10.9900
7543044 40049074 333931475 172,900.00 172,841.25 172,841.25 7.4050
7544265 40042186 333931476 50,000.00 49,938.95 49,938.95 8.4800
7544638 40042194 333931477 152,000.00 151,759.76 151,759.76 9.2100
7545650 40055899 333931478 74,900.00 74,859.33 74,859.33 12.2600
7546443 40055907 333931479 63,750.00 63,701.46 63,701.46 10.7200
7547581 40047698 333931480 154,000.00 153,914.73 153,914.73 8.1300
7548084 40049082 333931481 161,000.00 160,800.44 160,800.44 6.7300
7548555 40049090 333931482 150,000.00 149,858.12 149,858.12 9.7050
7548639 40042202 333914299 71,250.00 71,138.32 71,138.32 9.2500
7548787 40054462 333931483 71,600.00 71,522.86 71,522.86 11.0100
7548936 40042210 333914300 33,600.00 33,562.12 33,562.12 10.8020
7549769 40042228 333931485 352,000.00 351,511.95 351,511.95 7.8550
7550122 40049108 333931486 133,560.00 133,328.45 133,328.45 6.7300
7550528 40049116 333931487 165,000.00 164,808.14 164,808.14 8.3750
7551203 40042236 333931488 80,500.00 80,225.40 80,225.40 7.9900
7551500 40049124 333931489 181,600.00 181,530.62 181,530.62 6.9900
7552177 40042244 333931490 160,000.00 159,824.54 159,824.54 9.0000
7552698 40049132 333931491 180,000.00 179,745.08 179,745.08 7.7500
7553167 40042251 333931492 58,600.00 58,350.26 58,350.26 9.8100
7553753 40042269 334093796 171,000.00 170,625.73 170,625.73 7.6170
7554082 40042277 333931493 480,000.00 479,660.99 479,660.99 7.2800
7557572 40042285 333931494 161,000.00 160,775.65 160,775.65 7.8300
7557937 40049140 333931496 129,500.00 129,483.17 129,483.17 12.8600
7558257 40049157 333931497 136,000.00 135,842.29 135,842.29 8.7300
7559180 40049165 333931498 120,000.00 119,843.59 119,843.59 8.1600
7559545 40049173 333931499 527,138.00 526,793.57 526,793.57 8.9600
7559776 40042293 333914301 131,784.00 131,673.45 131,673.45 12.1500
7561319 40042301 333931500 128,000.00 127,937.24 127,937.24 9.9200
7562044 40055931 333931501 352,000.00 351,297.46 351,297.46 8.0750
7564271 40042319 333931502 66,000.00 65,939.15 65,939.15 11.7500
7565245 40049181 333931503 368,000.00 367,823.95 367,823.95 8.6300
7565633 40042327 334093798 104,000.00 103,788.52 103,788.52 8.9300
7565831 40042335 333931504 384,000.00 383,494.78 383,494.78 10.0800
7565997 40042343 333931505 262,800.00 262,233.17 262,233.17 7.6900
7566649 40055956 333931506 60,000.00 59,965.95 59,965.95 12.0600
7567019 40056020 333931507 189,900.00 189,732.36 189,732.36 10.0300
7569072 40056038 333931508 337,500.00 337,329.44 337,329.44 12.5800
7569247 40056053 333931510 90,100.00 90,078.81 90,078.81 10.9800
7570484 40054488 333931511 75,001.00 74,800.79 74,800.79 6.6100
7571540 40042350 333931512 216,000.00 215,866.75 215,866.75 7.7550
7571573 40042368 333931513 117,000.00 116,921.36 116,921.36 7.4550
7571722 40056087 333931514 144,000.00 143,796.06 143,796.06 7.7500
7571813 40056095 333931515 50,001.00 49,949.59 49,949.59 9.3100
7572191 40049199 334093799 108,000.00 107,957.08 107,957.08 10.5000
7572266 40049207 333931516 61,500.00 61,423.82 61,423.82 8.4100
7572852 40056103 333931517 176,500.00 176,255.62 176,255.62 7.8620
7574049 40042376 333931518 156,100.00 155,982.37 155,982.37 7.0500
7574221 40042384 333931519 47,680.00 47,653.23 47,653.23 12.1100
7574486 40039513 333931520 201,600.00 201,599.64 201,599.64 8.2300
7574544 40049215 333931521 504,000.00 503,749.52 503,749.52 8.5000
7575616 40056111 333931522 469,125.00 468,765.79 468,765.79 7.0000
7576739 40042392 333931523 267,000.00 266,783.27 266,783.27 8.2200
7578230 40042400 333931524 152,000.00 151,904.07 151,904.07 7.6750
7580939 40042418 333931525 500,000.00 499,740.38 499,740.38 8.3500
7581135 40056129 333931526 180,000.00 179,858.53 179,858.53 6.9000
7581549 40042426 333931527 50,000.00 49,982.00 49,982.00 9.5850
7582281 40056152 333931530 136,000.00 135,931.52 135,931.52 8.5050
7582547 40049223 333931531 108,000.00 107,866.77 107,866.77 8.4300
7582752 40056194 333931532 75,001.00 74,926.28 74,926.28 9.4600
7584394 40042434 333914302 43,500.00 43,437.18 43,437.18 9.6800
7585342 40042442 334093800 148,000.00 147,670.40 147,670.40 7.5300
7585664 40042459 333914303 39,450.00 39,408.78 39,408.78 11.1500
7587033 40056210 333931534 71,250.00 71,204.72 71,204.72 11.5500
7587447 40056236 333931535 60,000.00 59,939.60 59,939.60 9.4100
7587934 40042467 334093801 126,000.00 125,862.29 125,862.29 7.1800
7587942 40056244 333931536 50,001.00 49,935.14 49,935.14 8.1100
7588841 40042475 333931538 158,900.00 158,791.45 158,791.45 8.8100
7589021 40049249 333931539 240,000.00 239,846.55 239,846.55 7.6300
7590094 40042483 333931540 420,000.00 419,646.24 419,646.24 10.2500
7590698 40042491 333931541 128,100.00 127,937.06 127,937.06 8.2800
7592751 40042509 334093802 120,000.00 119,669.57 119,669.57 8.5800
7593072 40049256 333931543 83,000.00 82,683.49 82,683.49 7.0800
7593213 40049264 333931544 97,600.00 97,534.96 97,534.96 7.4850
7594062 40049272 333931545 304,000.00 303,380.10 303,380.10 7.5000
7594567 40056269 333931546 128,700.00 128,633.11 128,633.11 12.4550
7596299 40042517 333931547 296,000.00 295,508.24 295,508.24 8.9700
7596349 40056277 333931548 60,800.00 60,757.01 60,757.01 11.0600
7596786 40042525 333931549 101,520.00 101,383.85 101,383.85 8.0200
7597099 40042533 333931550 376,000.00 375,523.72 375,523.72 8.3000
7597412 40042541 333931551 85,000.00 84,919.68 84,919.68 9.7100
7598121 40056285 333931552 352,750.00 352,491.73 352,491.73 10.9000
7598188 40042558 333931553 50,800.00 50,759.96 50,759.96 10.5600
7598279 40049280 334093803 68,000.00 67,924.73 67,924.73 10.8850
7598592 40049298 333931554 76,500.00 76,446.71 76,446.71 11.1300
7599012 40056293 333931555 87,500.00 87,409.87 87,409.87 9.3000
7601172 40049306 333931556 192,500.00 192,419.38 192,419.38 9.0800
7601834 40056319 334093804 108,500.00 108,477.57 108,477.57 9.1100
7602972 40042566 333931558 143,100.00 143,003.96 143,003.96 11.3000
7603483 40042574 334093805 119,700.00 119,574.58 119,574.58 7.3300
7603822 40056327 333931559 63,000.00 62,959.62 62,959.62 11.5100
7604176 40042582 333931560 50,100.00 49,826.15 49,826.15 8.6670
7605330 40056335 333931561 110,000.00 109,923.06 109,923.06 11.1100
7605462 40042590 333931562 148,000.00 147,929.20 147,929.20 8.6300
7606940 40042608 333931563 99,920.00 99,797.74 99,797.74 10.4200
7607500 40042616 333931564 161,000.00 160,849.48 160,849.48 7.7300
7607518 40042624 333931565 50,001.00 49,959.40 49,959.40 10.3100
7607575 40049314 333931566 85,400.00 85,348.21 85,348.21 11.7600
7607609 40056343 333931567 83,300.00 83,250.80 83,250.80 11.8800
7607625 40049322 333931568 528,000.00 527,291.90 527,291.90 9.9900
7607898 40047706 334093807 52,500.00 52,452.94 52,452.94 11.8500
7607930 40042632 334093808 78,400.00 78,245.38 78,245.38 8.9300
7608656 40049330 333931569 500,000.00 499,440.22 499,440.22 8.9000
7608714 40056350 333931570 176,000.00 175,946.84 175,946.84 7.8170
7608912 40056368 333931571 120,000.00 119,834.46 119,834.46 7.8800
7609589 40054496 333931572 324,750.00 324,483.93 324,483.93 12.2550
7609704 40056392 333931573 68,000.00 67,959.53 67,959.53 7.8800
7609738 40056400 333931574 280,000.00 279,432.61 279,432.61 8.0000
7610454 40049348 334093809 60,800.00 60,777.41 60,777.41 10.8100
7611296 40042640 333931575 84,500.00 84,483.34 84,483.34 11.5480
7611304 40049355 333931576 280,000.00 279,902.33 279,902.33 9.6900
7612153 40042657 333931577 135,000.00 134,800.22 134,800.22 7.5550
7612617 40042665 333931578 205,700.00 205,536.83 205,536.83 6.8670
7613136 40056426 333931579 174,000.00 173,885.52 173,885.52 7.5300
7614167 40042673 333931580 55,500.00 55,459.66 55,459.66 7.6050
7614654 40056434 333931581 153,000.00 152,871.39 152,871.39 10.2600
7616204 40049363 334093810 192,000.00 191,913.87 191,913.87 13.1100
7617590 40049371 333931582 96,000.00 95,419.19 95,419.19 7.5170
7618382 40042681 333931584 318,750.00 318,633.58 318,633.58 7.1500
7618580 40042699 333931585 58,100.00 58,029.51 58,029.51 8.5100
7619562 40042707 333931586 102,400.00 102,294.08 102,294.08 9.2800
7620768 40042715 333931587 70,000.00 69,953.34 69,953.34 11.3300
7621717 40042723 333931588 205,100.00 204,874.70 204,874.70 10.9200
7621980 40049389 334093812 220,000.00 219,611.92 219,611.92 8.6800
7622129 40056442 333931589 97,500.00 97,386.93 97,386.93 8.7300
7622624 40056467 333931590 76,000.00 75,927.73 75,927.73 9.6800
7622814 40056475 333931591 245,000.00 244,681.96 244,681.96 8.1800
7624539 40042731 333931594 199,500.00 199,303.44 199,303.44 6.0800
7626369 40056483 333931595 130,500.00 130,474.30 130,474.30 11.5500
7626559 40056491 333931596 60,000.00 59,965.57 59,965.57 12.0100
7626591 40042749 333931597 384,000.00 383,826.83 383,826.83 8.8300
7626849 40042756 333931598 92,000.00 91,911.03 91,911.03 9.6000
7627318 40042764 333931599 83,300.00 83,203.39 83,203.39 8.7300
7627334 40056509 333931600 69,000.00 68,919.15 68,919.15 8.6800
7627995 40049397 333931601 104,000.00 103,827.56 103,827.56 8.9800
7628225 40056517 333931602 56,000.00 55,967.31 55,967.31 12.0100
7628902 40056525 333931603 120,000.00 119,770.85 119,770.85 8.6300
7629504 40056541 333931604 384,300.00 384,057.44 384,057.44 8.3000
7629926 40042772 333931605 318,750.00 318,538.52 318,538.52 7.5000
7630015 40056558 333931606 264,000.00 263,833.37 263,833.37 7.6750
7630080 40042780 333931607 75,001.00 74,950.22 74,950.22 11.2600
7630254 40042798 333931608 128,000.00 127,838.18 127,838.18 8.3100
7630692 40047714 333931609 198,750.00 198,705.32 198,705.32 12.4300
7631484 40042806 333931610 322,000.00 321,528.17 321,528.17 7.5800
7631930 40049405 333931611 423,750.00 423,750.00 423,750.00 6.4500
7632276 40049413 333931612 380,000.00 379,780.93 379,780.93 7.9900
7632532 40042814 333931613 243,750.00 243,643.90 243,643.90 8.9600
7633621 40042822 334093813 150,500.00 150,158.07 150,158.07 7.4300
7634264 40042830 333931614 71,960.00 71,885.55 71,885.55 9.2800
7634678 40047722 333931615 284,200.00 283,696.11 283,696.11 7.6620
7634975 40042848 334093814 174,250.00 174,154.92 174,154.92 8.1800
7635857 40042855 333931616 52,200.00 52,165.95 52,165.95 11.4300
7636145 40056574 333931617 160,000.00 159,765.54 159,765.54 7.5800
7636301 40042863 333931618 93,000.00 92,904.41 92,904.41 9.3100
7636848 40042871 333931619 298,000.00 297,795.41 297,795.41 7.3800
7637184 40049421 333931620 122,000.00 121,877.46 121,877.46 9.4200
7637523 40042889 333931621 599,900.00 599,207.18 599,207.18 8.7500
7639289 40056582 333931622 98,100.00 98,078.42 98,078.42 11.1950
7639370 40042897 333931623 53,000.00 52,931.30 52,931.30 10.1500
7639537 40056590 333914304 115,000.00 114,913.01 114,913.01 10.7500
7639628 40056616 333931624 176,000.00 175,704.87 175,704.87 6.9000
7639867 40056624 334093816 39,200.00 39,085.70 39,085.70 9.2900
7640063 40049439 333931625 178,500.00 178,331.09 178,331.09 10.3000
7640097 40049447 333931626 220,700.00 220,626.20 220,626.20 9.8300
7641202 40056640 333931627 116,250.00 116,141.32 116,141.32 9.7600
7641251 40049454 333931628 129,000.00 128,890.87 128,890.87 10.2300
7641715 40042905 333931629 253,300.00 253,005.05 253,005.05 8.7100
7642069 40054504 333931630 316,000.00 315,292.03 315,292.03 7.5000
7643018 40056657 333931631 100,000.00 99,887.11 99,887.11 8.8600
7643331 40056673 333931632 80,800.00 80,686.26 80,686.26 7.7800
7643612 40056681 333931633 80,000.00 79,939.95 79,939.95 10.7850
7643786 40042913 333931634 343,000.00 342,769.48 342,769.48 7.4550
7643869 40042921 333931635 150,000.00 149,751.42 149,751.42 6.9600
7645047 40056699 333931636 179,550.00 179,250.68 179,250.68 6.9300
7645161 40042939 334093817 168,000.00 167,966.40 167,966.40 12.8000
7645187 40042947 333931637 131,950.00 131,730.03 131,730.03 6.9300
7645195 40049462 333931638 375,000.00 374,892.96 374,892.96 10.3500
7645526 40056707 333931639 102,500.00 102,386.66 102,386.66 8.9600
7645625 40049470 334093818 227,500.00 227,368.28 227,368.28 7.9750
7645765 40042954 334093819 493,500.00 493,351.30 493,351.30 11.5000
7647001 40042962 333931640 140,000.00 139,769.35 139,769.35 6.9900
7647399 40042970 334093820 23,250.00 23,154.36 23,154.36 9.7500
7647845 40056731 333931641 157,500.00 157,254.62 157,254.62 7.2800
7647878 40056756 333931642 90,200.00 90,135.38 90,135.38 7.2300
7648033 40049488 333931643 223,200.00 223,043.46 223,043.46 7.3050
7648355 40056764 333931644 158,550.00 158,288.79 158,288.79 6.9900
7648850 40042988 333931645 73,600.00 73,543.23 73,543.23 10.6600
7649296 40042996 333931646 172,800.00 172,529.85 172,529.85 7.2550
7650377 40049496 333931647 365,000.00 364,165.80 364,165.80 7.4000
7650617 40049504 334093821 92,218.00 92,141.36 92,141.36 6.9300
7651409 40056772 333931648 171,000.00 170,959.10 170,959.10 10.9250
7651631 40049512 333931649 93,100.00 93,056.11 93,056.11 8.6800
7651771 40049520 333931650 207,316.00 207,027.10 207,027.10 7.8300
7652779 40043002 333931651 210,750.00 210,614.29 210,614.29 7.6050
7653058 40043010 333931652 57,600.00 57,466.47 57,466.47 11.0100
7653777 40043028 333931653 487,500.00 487,165.33 487,165.33 7.3800
7653835 40049538 334093822 96,000.00 95,929.48 95,929.48 10.8850
7654791 40043036 333931655 150,000.00 149,733.29 149,733.29 6.6000
7654841 40043044 333931656 287,000.00 286,882.63 286,882.63 9.1600
7655194 40043051 333931657 202,760.00 202,678.48 202,678.48 9.2170
7655368 40043069 333931658 224,000.00 223,700.22 223,700.22 8.0300
7655798 40043077 333931659 484,000.00 483,738.59 483,738.59 8.2150
7656168 40049546 333931660 129,600.00 129,458.77 129,458.77 9.0300
7656457 40043085 333931661 120,750.00 120,694.24 120,694.24 8.7500
7657570 40049553 333931662 130,000.00 129,883.50 129,883.50 9.9600
7657588 40043093 333931663 215,200.00 215,068.75 215,068.75 7.9300
7657703 40049561 333931664 90,500.00 90,349.14 90,349.14 6.9300
7657968 40043101 333931665 225,000.00 224,834.22 224,834.22 7.1300
7658016 40056798 333931666 223,200.00 223,025.88 223,025.88 7.2500
7658032 40056806 333931667 84,800.00 84,715.55 84,715.55 9.4600
7658115 40056814 333931668 114,000.00 113,909.28 113,909.28 6.8550
7658123 40056830 333931669 52,500.00 52,464.27 52,464.27 7.9300
7658156 40056848 333931670 58,400.00 58,367.57 58,367.57 12.1600
7658578 40049579 333931671 66,000.00 65,935.86 65,935.86 9.6100
7659170 40043119 334093823 90,000.00 89,874.87 89,874.87 7.8420
7659501 40056855 333931673 114,400.00 114,244.39 114,244.39 7.9500
7659543 40056863 333914306 58,000.00 57,941.25 57,941.25 9.3800
7659840 40056871 333931675 452,000.00 451,097.81 451,097.81 6.0000
7660525 40043127 333931676 289,600.00 289,416.17 289,416.17 7.6550
7660590 40043135 333931677 126,271.00 126,138.62 126,138.62 9.7600
7661556 40056889 333931679 96,605.00 96,555.27 96,555.27 8.3800
7661697 40043143 333931680 38,250.00 38,224.98 38,224.98 13.2600
7662091 40049587 333931681 460,000.00 459,699.54 459,699.54 7.5550
7662125 40056897 333931682 118,930.00 118,766.75 118,766.75 7.9050
7662455 40056905 333931683 172,875.00 172,625.20 172,625.20 7.6500
7662844 40049595 333931684 75,001.00 74,919.77 74,919.77 9.0600
7663131 40049603 333931685 135,100.00 134,883.27 134,883.27 7.1250
7663271 40043150 333931686 65,000.00 64,892.69 64,892.69 6.9800
7663354 40049611 334093824 155,200.00 155,171.53 155,171.53 9.5100
7663990 40049629 333931687 68,000.00 67,963.68 67,963.68 8.2550
7664675 40043168 333931688 386,400.00 386,140.00 386,140.00 7.6500
7665136 40043176 333931689 66,400.00 66,336.59 66,336.59 9.6600
7666043 40049637 333931690 73,600.00 73,442.34 73,442.34 10.6600
7666316 40056913 333931691 280,000.00 279,713.70 279,713.70 9.3350
7666639 40056939 333931692 101,700.00 101,631.00 101,631.00 11.2500
7666787 40047748 333931693 86,800.00 86,739.32 86,739.32 11.1130
7668858 40056947 333931694 211,200.00 211,139.34 211,139.34 10.3300
7669807 40049645 333931695 128,000.00 127,851.24 127,851.24 8.7200
7669815 40056962 333931696 101,250.00 101,222.64 101,222.64 10.5300
7669872 40043184 333931697 99,000.00 98,867.51 98,867.51 8.0300
7669922 40049652 333931698 332,000.00 331,858.45 331,858.45 9.0200
7670326 40056970 333931699 220,475.00 220,197.40 220,197.40 8.3300
7670946 40043192 333931701 134,160.00 134,030.38 134,030.38 9.6050
7671472 40043200 333931702 144,800.00 144,705.94 144,705.94 7.5750
7671522 40056988 333931703 60,550.00 60,471.39 60,471.39 8.1800
7671738 40057002 333931704 241,500.00 241,350.82 241,350.82 7.7500
7671803 40057010 333931705 86,400.00 86,267.72 86,267.72 7.3600
7671951 40049660 333931706 216,750.00 216,699.03 216,699.03 10.9800
7672090 40043218 333931707 187,000.00 186,950.70 186,950.70 10.6100
7672124 40057028 333931708 432,000.00 431,999.20 431,999.20 8.4700
7672223 40057036 333914307 108,000.00 107,929.88 107,929.88 11.6000
7672652 40043226 333931709 100,000.00 99,874.59 99,874.59 8.4300
7672694 40049678 333931710 248,800.00 248,800.00 248,800.00 8.4500
7672728 40043234 333931711 92,750.00 92,637.67 92,637.67 8.5200
7673015 40043242 333931712 212,000.00 211,868.28 211,868.28 7.7300
7673056 40049686 333931713 264,000.00 263,794.25 263,794.25 8.3600
7673262 40049694 333931714 270,000.00 269,693.30 269,693.30 8.8300
7673288 40043259 334093825 220,000.00 219,911.73 219,911.73 9.2500
7673460 40049702 333931715 164,500.00 164,182.78 164,182.78 6.1800
7673510 40057044 333931716 168,000.00 167,794.34 167,794.34 8.4670
7673577 40049710 333931717 90,000.00 89,901.91 89,901.91 9.0300
7673916 40049728 333931718 104,622.00 104,589.95 104,589.95 7.7670
7673924 40049736 333931719 116,000.00 115,833.79 115,833.79 7.6920
7674047 40057051 333931720 97,100.00 97,042.63 97,042.63 7.9050
7674146 40043267 333931721 80,000.00 79,961.66 79,961.66 8.6250
7674401 40043275 333931722 290,000.00 289,820.70 289,820.70 7.7470
7674815 40057069 333931723 72,000.00 71,911.18 71,911.18 9.1600
7675234 40057085 333931724 108,000.00 107,904.24 107,904.24 10.0100
7675424 40043283 333931725 102,400.00 102,294.08 102,294.08 9.2800
7676208 40049744 333931726 264,800.00 264,431.36 264,431.36 7.8350
7676315 40057093 334093826 105,000.00 104,913.95 104,913.95 6.7500
7676695 40049751 334093827 336,000.00 335,695.11 335,695.11 8.8800
7676711 40043291 333931727 76,250.00 76,152.02 76,152.02 8.2300
7677016 40057101 333931728 168,000.00 167,672.09 167,672.09 6.1170
7677164 40043309 333931729 232,000.00 231,968.75 231,968.75 12.7500
7677255 40049769 333931730 104,400.00 104,248.54 104,248.54 7.6300
7677826 40057119 333931732 412,000.00 411,858.85 411,858.85 9.7500
7677859 40043317 333931733 91,000.00 90,896.20 90,896.20 8.8100
7677982 40057143 333931734 150,000.00 149,903.97 149,903.97 7.6250
7678204 40057150 333931735 53,200.00 53,170.79 53,170.79 12.2100
7678949 40057168 333931736 375,000.00 374,999.63 374,999.63 8.4500
7679541 40043325 333931737 138,750.00 138,655.95 138,655.95 7.4250
7680572 40043333 333931738 102,000.00 101,978.68 101,978.68 11.3600
7680713 40057176 333931739 132,750.00 132,645.08 132,645.08 6.8800
7680986 40043341 333931740 99,450.00 99,396.82 99,396.82 8.2500
7681331 40043358 333931741 186,400.00 186,207.48 186,207.48 9.2870
7681653 40049777 333931742 235,000.00 234,605.52 234,605.52 6.9000
7682388 40043366 334093829 405,000.00 404,784.64 404,784.64 9.6500
7682602 40043374 333931743 255,000.00 254,814.60 254,814.60 7.1800
7683568 40043382 334093830 34,200.00 34,155.07 34,155.07 10.0870
7683659 40057184 333931744 161,000.00 160,897.65 160,897.65 7.6500
7684103 40057200 333931745 75,440.00 75,312.38 75,312.38 6.8550
7684384 40043390 334093831 250,000.00 249,562.36 249,562.36 6.6800
7684608 40043408 333931746 252,375.00 252,111.59 252,111.59 8.0800
7684889 40043416 333931747 331,800.00 331,626.96 331,626.96 8.3350
7685100 40049785 333931748 168,000.00 167,897.11 167,897.11 7.7800
7685126 40043424 333931749 118,400.00 118,350.27 118,350.27 9.0700
7685373 40043432 333931750 224,350.00 224,171.45 224,171.45 6.8550
7685431 40057218 333931751 200,000.00 199,844.08 199,844.08 10.6100
7685647 40057226 333931752 130,000.00 129,761.08 129,761.08 6.4300
7685753 40049793 333931753 150,500.00 150,350.72 150,350.72 6.0550
7686256 40043440 333931754 58,900.00 58,868.52 58,868.52 12.3300
7686363 40043457 334093833 81,000.00 80,935.34 80,935.34 10.5000
7686512 40043465 333931755 70,000.00 69,882.15 69,882.15 6.8800
7686744 40043473 333931756 76,000.00 75,893.66 75,893.66 7.8100
7687445 40057234 333931757 107,250.00 107,163.63 107,163.63 10.4600
7687544 40057242 333931758 65,800.00 65,735.06 65,735.06 9.5050
7688138 40049801 333931759 378,400.00 377,865.21 377,865.21 7.7600
7688161 40049819 334093834 18,450.00 18,423.07 18,423.07 9.6250
7688559 40043481 333931760 292,800.00 292,557.72 292,557.72 6.7150
7688567 40049827 333931761 148,000.00 147,908.02 147,908.02 11.6500
7688641 40043499 333931762 75,960.00 75,868.01 75,868.01 8.5200
7689011 40049835 333931763 118,000.00 117,943.38 117,943.38 8.6200
7689607 40057259 333931766 198,000.00 197,922.34 197,922.34 9.3000
7689904 40043507 334093836 544,000.00 543,622.92 543,622.92 8.7600
7690480 40047755 333931767 85,000.00 84,889.18 84,889.18 8.6250
7690852 40057267 333931768 371,250.00 371,037.51 371,037.51 8.0150
7691256 40049843 333931769 120,400.00 120,229.83 120,229.83 7.7600
7691348 40049850 334093838 350,000.00 349,605.42 349,605.42 10.8000
7691553 40057275 333931770 175,200.00 175,070.26 175,070.26 7.1120
7691991 40043515 333931771 122,000.00 121,850.12 121,850.12 8.4500
7692049 40057283 333931772 68,620.00 68,576.01 68,576.01 11.5100
7692635 40049868 333931773 192,000.00 191,751.77 191,751.77 8.2000
7693823 40049876 333931774 128,250.00 128,177.96 128,177.96 8.0800
7694292 40043523 333931776 100,100.00 100,009.35 100,009.35 9.9100
7694433 40057291 333931777 196,775.00 196,559.17 196,559.17 8.9990
7694698 40047763 333931778 229,000.00 228,829.77 228,829.77 10.8300
7695109 40057309 334093839 275,600.00 275,518.86 275,518.86 7.9050
7695471 40043531 333931779 235,200.00 235,017.43 235,017.43 10.6300
7695711 40057317 333931780 360,000.00 359,841.67 359,841.67 8.9150
7695943 40057325 333931781 176,000.00 175,840.26 175,840.26 9.9000
7696503 40043549 333931782 100,000.00 99,875.37 99,875.37 8.3800
7696610 40057333 333931783 279,200.00 279,059.61 279,059.61 8.4600
7696842 40043556 333931784 110,000.00 109,859.51 109,859.51 8.2600
7697352 40043564 333931785 65,250.00 65,164.83 65,164.83 8.3800
7697535 40043572 333931786 157,250.00 157,182.15 157,182.15 8.9800
7697592 40043580 333931787 76,000.00 75,928.19 75,928.19 9.7100
7697907 40057358 333931788 156,500.00 156,142.70 156,142.70 7.6500
7698152 40057366 333931789 228,750.00 228,618.88 228,618.88 8.0100
7698376 40047771 334093840 32,250.00 32,019.92 32,019.92 10.2500
7698400 40049884 333931790 247,500.00 247,314.84 247,314.84 8.5000
7698616 40057382 333931791 576,000.00 575,685.37 575,685.37 9.0000
7699168 40049892 333931792 170,000.00 169,841.05 169,841.05 9.7600
7699648 40057390 333931793 308,000.00 307,568.18 307,568.18 7.8000
7700107 40057408 333931794 164,000.00 163,793.51 163,793.51 8.3300
7700248 40049900 333931795 312,000.00 311,797.66 311,797.66 7.5800
7700727 40057416 333914308 78,000.00 77,955.04 77,955.04 11.9900
7700743 40057424 333931797 73,840.00 73,160.64 73,160.64 11.1100
7701006 40057432 333931799 63,000.00 62,899.04 62,899.04 7.1300
7701386 40049926 333931801 70,000.00 69,661.11 69,661.11 10.0100
7701642 40057440 333931802 52,500.00 52,460.36 52,460.36 10.7600
7701758 40043598 333931803 136,000.00 135,925.34 135,925.34 12.2100
7701808 40057481 333931804 108,500.00 108,365.15 108,365.15 8.4300
7701857 40043606 333931805 73,600.00 73,566.08 73,566.08 12.9900
7701972 40043614 333931806 321,750.00 321,558.26 321,558.26 7.8750
7702012 40057499 333931807 102,800.00 102,652.51 102,652.51 7.6850
7702376 40043622 333931808 176,000.00 175,935.38 175,935.38 9.5200
7702400 40057515 333931809 172,000.00 171,784.34 171,784.34 8.3500
7702731 40057531 333931810 102,000.00 101,982.07 101,982.07 11.9100
7703101 40057549 333931811 171,500.00 171,366.31 171,366.31 10.6100
7703374 40049934 333931812 213,500.00 213,286.01 213,286.01 9.4300
7703440 40043630 333931813 187,200.00 186,930.60 186,930.60 7.6700
7703846 40057572 333931814 166,400.00 166,338.52 166,338.52 9.5000
7704521 40043648 333931816 250,000.00 249,736.22 249,736.22 9.1850
7704604 40057580 333931817 200,000.00 199,688.86 199,688.86 7.2800
7704893 40043655 333931819 140,000.00 139,522.45 139,522.45 7.9900
7705932 40049942 333931820 140,800.00 140,721.76 140,721.76 12.1550
7706179 40043663 333931821 114,750.00 114,581.85 114,581.85 7.5800
7706385 40043671 333931822 124,000.00 123,895.55 123,895.55 10.2500
7706492 40043689 333931823 314,000.00 313,829.18 313,829.18 8.1900
7706773 40049959 333931824 96,800.00 96,700.49 96,700.49 9.3100
7707672 40043697 333931825 514,400.00 514,118.93 514,118.93 8.1750
7707706 40057598 333931826 185,000.00 184,874.77 184,874.77 7.4300
7708175 40049967 333931827 66,500.00 66,461.18 66,461.18 11.9350
7708662 40043705 333931828 240,000.00 239,904.17 239,904.17 9.2400
7708985 40043713 333931829 250,250.00 250,084.99 250,084.99 8.0800
7709157 40049975 333931830 425,000.00 424,617.62 424,617.62 6.4120
7709355 40057606 333931831 185,500.00 185,145.36 185,145.36 6.2250
7710015 40049983 333931832 528,000.00 527,114.64 527,114.64 6.9000
7710056 40049991 333931833 93,750.00 93,688.33 93,688.33 7.5300
7710494 40043721 333931834 430,000.00 429,350.75 429,350.75 7.4300
7710510 40043739 333931835 155,400.00 155,288.68 155,288.68 7.2300
7711120 40043747 333931836 454,750.00 454,528.79 454,528.79 12.7500
7711179 40043754 333931837 390,000.00 389,330.29 389,330.29 6.7800
7711294 40043762 333931838 95,500.00 95,448.57 95,448.57 8.2250
7711542 40043770 333931839 136,000.00 135,843.57 135,843.57 8.7700
7711625 40057622 333931840 200,000.00 199,850.54 199,850.54 7.0800
7711757 40057630 333931841 85,400.00 85,348.45 85,348.45 7.8300
7711930 40050007 333931842 325,500.00 325,311.81 325,311.81 7.9800
7712052 40050015 333931843 132,000.00 131,846.60 131,846.60 8.7200
7712268 40043788 333931844 220,000.00 219,705.57 219,705.57 8.0300
7712433 40050023 333931845 135,000.00 134,941.24 134,941.24 8.9500
7712466 40050031 333931846 171,200.00 170,434.81 170,434.81 8.4600
7712490 40043796 333931847 161,250.00 161,201.49 161,201.49 7.8300
7712557 40057648 333931848 236,000.00 235,720.03 235,720.03 8.6200
7712656 40057655 333931849 288,000.00 287,533.89 287,533.89 7.0800
7713233 40057663 333931850 108,000.00 107,921.95 107,921.95 10.9600
7713555 40043804 333931851 160,000.00 159,832.40 159,832.40 9.2200
7713829 40057671 333931852 255,500.00 255,323.04 255,323.04 11.1550
7714058 40057705 333914309 43,800.00 43,752.46 43,752.46 9.0500
7714116 40050049 333931853 68,000.00 67,822.70 67,822.70 10.1100
7714207 40043812 334093841 46,500.00 46,436.44 46,436.44 9.9000
7714744 40057713 333931854 239,920.00 239,714.80 239,714.80 6.6000
7715006 40043820 333931855 130,000.00 129,808.36 129,808.36 7.5500
7715246 40043838 333931856 66,000.00 65,927.87 65,927.87 9.0350
7715444 40057747 333931857 130,400.00 130,215.78 130,215.78 9.0800
7715535 40043846 333931858 85,000.00 84,972.24 84,972.24 9.9100
7715923 40057754 333931859 123,500.00 123,367.64 123,367.64 9.1100
7715956 40050056 333931860 592,000.00 591,715.97 591,715.97 8.6200
7716061 40043853 333931861 423,750.00 423,547.29 423,547.29 8.6300
7716103 40057770 333931862 180,000.00 179,744.06 179,744.06 7.7300
7716111 40057788 333931863 170,000.00 169,672.16 169,672.16 6.1800
7716160 40043861 333931864 142,800.00 142,690.42 142,690.42 6.9850
7716376 40047789 333931865 192,500.00 190,971.74 190,971.74 9.2050
7716806 40057796 333931866 143,000.00 142,931.98 142,931.98 8.6500
7716822 40057804 333931867 227,500.00 227,289.21 227,289.21 6.3050
7716905 40057838 333931868 77,000.00 76,957.37 76,957.37 8.1300
7717440 40057853 333931869 248,000.00 247,828.52 247,828.52 7.3550
7717481 40047797 333931870 424,000.00 423,760.47 423,760.47 8.0600
7717564 40050064 333931871 161,000.00 160,876.62 160,876.62 6.9900
7717812 40057861 333931872 90,900.00 90,830.19 90,830.19 10.6800
7718190 40043879 333931873 244,000.00 243,824.47 243,824.47 7.2150
7718398 40043887 333931874 91,000.00 90,877.27 90,877.27 7.9920
7718539 40043895 333931875 93,000.00 92,954.20 92,954.20 12.7600
7718729 40050072 333931876 277,000.00 276,705.59 276,705.59 9.1500
7718893 40043903 333931877 222,000.00 221,827.94 221,827.94 6.9500
7718976 40050080 333931878 50,500.00 50,349.67 50,349.67 9.5350
7719362 40043911 333931880 250,000.00 249,698.21 249,698.21 8.5350
7720303 40057879 333931881 377,000.00 376,876.29 376,876.29 9.8920
7720402 40057887 333931882 378,000.00 377,658.82 377,658.82 6.9300
7720436 40057895 333931883 243,100.00 242,923.47 242,923.47 8.7800
7720741 40057903 333931884 90,000.00 89,864.10 89,864.10 7.4300
7720881 40043929 333931885 61,600.00 61,294.25 61,294.25 10.5600
7720899 40043937 333931886 124,000.00 123,952.88 123,952.88 9.4050
7721855 40057911 333931887 272,000.00 271,862.82 271,862.82 8.4500
7722010 40057929 333931888 234,500.00 234,247.87 234,247.87 9.0950
7722069 40043945 333931889 200,000.00 199,666.60 199,666.60 6.9300
7722085 40057937 333931890 184,000.00 183,914.29 183,914.29 8.7200
7722101 40057960 333931891 300,000.00 299,772.11 299,772.11 10.7300
7722200 40057978 333931892 46,000.00 45,898.04 45,898.04 11.3500
7722564 40043952 333931893 199,500.00 199,413.42 199,413.42 8.9600
7722911 40050098 333931894 152,000.00 151,876.29 151,876.29 10.4100
7723000 40057986 333931895 1,190,000.00 1,188,394.49 1,188,394.49 7.9900
7723513 40057994 333931896 176,250.00 176,192.46 176,192.46 9.9100
7723588 40058018 333931897 32,400.00 32,376.73 32,376.73 10.9900
7723943 40043960 333931898 67,550.00 67,454.25 67,454.25 7.7800
7723950 40043978 333931899 68,000.00 67,841.49 67,841.49 11.7100
7723984 40047805 333931900 114,000.00 113,854.86 113,854.86 8.2750
7724065 40043986 333931901 195,000.00 194,898.14 194,898.14 8.3300
7724115 40058026 333931902 94,500.00 94,424.18 94,424.18 10.5000
7724198 40043994 334093843 382,500.00 382,217.50 382,217.50 10.8600
7725146 40058034 333931904 608,800.00 608,100.53 608,100.53 8.7750
7725252 40050106 333931905 117,600.00 117,535.82 117,535.82 8.1800
7725484 40044000 333931906 85,000.00 84,873.68 84,873.68 7.5100
7726078 40050114 333931907 258,400.00 258,081.58 258,081.58 8.4350
7726607 40058042 333931908 213,000.00 212,890.36 212,890.36 8.3800
7726755 40058059 333931909 88,200.00 88,051.52 88,051.52 6.8800
7726839 40058067 333931910 235,000.00 234,693.06 234,693.06 8.1500
7726862 40044018 333931911 182,000.00 181,864.94 181,864.94 7.1050
7726904 40044026 333931912 132,000.00 131,874.30 131,874.30 6.2050
7727159 40050122 333931913 103,920.00 103,801.95 103,801.95 8.8300
7727696 40044034 333931914 116,000.00 115,889.68 115,889.68 9.6800
7727845 40044042 333931915 98,000.00 97,964.71 97,964.71 9.5850
7728215 40058083 333931916 221,250.00 221,089.76 221,089.76 10.9500
7728512 40044059 333931918 104,000.00 103,883.36 103,883.36 9.2100
7728538 40044067 333931919 172,400.00 172,186.47 172,186.47 8.4100
7728637 40058091 333914310 255,000.00 254,856.56 254,856.56 12.1000
7728835 40050130 333931920 100,800.00 100,678.81 100,678.81 8.5550
7729007 40058109 333931921 154,000.00 153,876.59 153,876.59 6.8300
7729098 40050148 333931922 161,000.00 160,870.06 160,870.06 6.8050
7729312 40058133 333931923 144,000.00 143,886.19 143,886.19 6.8800
7729361 40044075 333931924 49,350.00 49,310.19 49,310.19 10.5700
7729379 40050155 333931925 103,500.00 103,360.35 103,360.35 7.9900
7729403 40050163 334093844 127,500.00 127,472.19 127,472.19 8.9300
7729429 40058141 333931926 188,000.00 187,791.68 187,791.68 8.9500
7729445 40058158 333931927 140,000.00 139,923.15 139,923.15 12.2100
7729809 40044083 333931928 105,000.00 104,826.68 104,826.68 6.9800
7729908 40044091 333931929 107,200.00 107,112.28 107,112.28 10.3850
7730112 40044109 333931930 53,600.00 53,542.84 53,542.84 9.1350
7730542 40058166 333931932 280,000.00 279,805.00 279,805.00 11.1300
7730591 40050171 333931933 209,625.00 209,546.36 209,546.36 7.0550
7730781 40044117 333931934 490,750.00 490,356.72 490,356.72 6.8300
7732019 40050189 334093845 137,200.00 137,109.79 137,109.79 8.1000
7732332 40044125 333931935 80,800.00 80,761.21 80,761.21 12.8100
7732621 40044133 333931936 200,000.00 199,843.84 199,843.84 6.9300
7732704 40058182 333931938 252,000.00 251,670.87 251,670.87 8.1500
7732845 40058190 333931939 149,400.00 149,351.86 149,351.86 9.9900
7732860 40044141 333931940 105,000.00 104,769.71 104,769.71 7.0800
7733280 40044158 333914311 93,100.00 92,997.68 92,997.68 8.9900
7733512 40044166 333931941 126,000.00 125,792.50 125,792.50 6.9920
7733876 40044174 333931943 234,000.00 233,598.29 233,598.29 6.7800
7734445 40058208 333931944 166,315.00 166,185.06 166,185.06 10.6000
7734601 40058216 333931945 165,000.00 164,766.34 164,766.34 7.7500
7734619 40044182 333931946 177,750.00 177,667.42 177,667.42 8.7300
7735012 40050197 333931947 123,750.00 123,669.74 123,669.74 7.5800
7735046 40058232 333931948 152,000.00 151,894.83 151,894.83 11.1600
7735228 40058265 333931949 161,000.00 160,678.94 160,678.94 6.0050
7735384 40044190 333931950 270,000.00 269,857.95 269,857.95 8.3050
7735608 40044208 333931951 406,250.00 406,134.54 406,134.54 11.4500
7735616 40058273 334093846 209,000.00 208,822.05 208,822.05 6.6120
7735673 40050205 333931952 380,800.00 380,636.21 380,636.21 8.9900
7735897 40044216 333931953 300,000.00 299,805.43 299,805.43 7.5800
7735962 40050213 333931954 176,800.00 176,569.32 176,569.32 8.1550
7736101 40044224 334093847 75,000.00 74,933.36 74,933.36 10.0000
7736291 40047813 333931956 119,000.00 118,858.98 118,858.98 8.6250
7736572 40044232 333931957 128,250.00 128,053.24 128,053.24 7.4800
7737240 40050221 333931958 150,000.00 149,849.33 149,849.33 9.4200
7737323 40044240 333931959 127,000.00 126,906.21 126,906.21 12.1000
7737679 40044257 333931960 118,000.00 117,861.02 117,861.02 8.6550
7737786 40044265 333931961 596,250.00 595,810.06 595,810.06 7.1250
7737976 40050239 333931962 101,500.00 101,413.28 101,413.28 6.6000
7738016 40058299 333931963 83,700.00 83,684.02 83,684.02 11.6500
7738164 40050247 333931964 77,000.00 76,948.43 76,948.43 11.3100
7738370 40050254 334093848 75,695.00 75,429.23 75,429.23 7.7100
7738511 40058323 333931965 206,250.00 205,916.19 205,916.19 7.0800
7738776 40044273 333931966 110,500.00 110,463.59 110,463.59 9.8800
7739188 40044281 333931967 323,000.00 322,668.00 322,668.00 9.3100
7739386 40044299 333931968 174,250.00 174,189.93 174,189.93 9.7300
7739741 40058331 333931969 357,000.00 356,935.88 356,935.88 11.8420
7740491 40044307 333931970 500,000.00 499,587.41 499,587.41 6.7250
7740541 40058349 333931971 385,000.00 384,767.58 384,767.58 7.8300
7740640 40044315 333931972 476,000.00 475,675.06 475,675.06 7.4000
7740939 40050262 333931973 132,000.00 131,776.68 131,776.68 6.8550
7741119 40050270 334093849 16,750.00 16,733.44 16,733.44 9.5000
7741135 40044323 333931974 178,500.00 178,396.79 178,396.79 7.9800
7741515 40058356 333931975 105,000.00 104,833.38 104,833.38 7.1800
7741846 40058364 333931976 133,000.00 132,920.16 132,920.16 7.8500
7741879 40050288 333931977 120,000.00 119,819.98 119,819.98 8.0100
7742075 40044331 333931978 164,000.00 163,942.27 163,942.27 9.6600
7742141 40044349 333931979 410,000.00 409,274.53 409,274.53 6.6250
7742422 40058372 333931980 74,970.00 74,913.26 74,913.26 7.0350
7742471 40044356 333931981 337,500.00 337,291.51 337,291.51 7.7500
7742638 40058380 334093850 72,000.00 71,959.42 71,959.42 8.8500
7742885 40044364 333931982 138,565.00 138,292.21 138,292.21 5.7550
7743917 40050296 333931983 206,250.00 205,887.09 205,887.09 6.6800
7744022 40058430 333931984 280,000.00 279,907.08 279,907.08 9.8550
7744071 40050312 333931985 354,237.00 354,060.18 354,060.18 8.4850
7744311 40050320 333931986 199,500.00 199,409.23 199,409.23 8.8000
7744451 40058448 333931987 120,000.00 119,829.19 119,829.19 7.7250
7744592 40044372 333931988 108,000.00 107,881.32 107,881.32 8.9900
7745219 40058463 333931989 252,000.00 251,585.66 251,585.66 7.0000
7745235 40058471 333931990 160,000.00 159,752.33 159,752.33 7.3050
7745631 40058513 333931991 88,559.00 88,508.63 88,508.63 12.0500
7745797 40050338 333931992 123,000.00 122,848.28 122,848.28 8.4300
7745888 40044380 333931993 104,960.00 104,856.55 104,856.55 9.5100
7746092 40044398 333931994 112,000.00 111,907.50 111,907.50 6.7550
7746175 40044406 333931995 236,250.00 236,032.37 236,032.37 9.8300
7746589 40044414 333931998 250,000.00 249,632.72 249,632.72 7.5670
7746621 40044422 333931999 352,000.00 351,789.02 351,789.02 7.8550
7746886 40047821 333932001 185,250.00 185,121.44 185,121.44 12.3300
7747009 40058521 334093851 600,000.00 599,540.25 599,540.25 7.3400
7747207 40058539 333932003 117,000.00 116,904.57 116,904.57 10.4000
7747736 40058562 333932004 75,000.00 74,853.02 74,853.02 7.7800
7747868 40044430 333932005 250,000.00 249,865.16 249,865.16 8.2200
7747900 40044448 333932006 400,000.00 399,651.13 399,651.13 6.5250
7747959 40050346 333932007 196,000.00 195,878.92 195,878.92 7.7500
7748015 40044455 333932008 210,000.00 209,871.64 209,871.64 7.7870
7748346 40044463 333932009 87,500.00 87,457.89 87,457.89 8.6100
7748429 40058570 333932010 102,000.00 101,852.03 101,852.03 7.6300
7748742 40058588 333932011 180,000.00 179,862.06 179,862.06 6.9900
7749039 40058604 333932013 92,000.00 91,821.82 91,821.82 9.1600
7749047 40044471 333932014 52,500.00 52,456.79 52,456.79 10.3600
7749328 40050353 333932015 180,000.00 179,708.66 179,708.66 7.0800
7749534 40058612 333932016 136,800.00 136,590.34 136,590.34 7.3550
7749781 40044489 333932017 232,500.00 232,138.31 232,138.31 7.2800
7750003 40058638 333932018 190,000.00 189,901.62 189,901.62 8.3600
7750201 40058646 333932019 236,000.00 235,820.92 235,820.92 10.7350
7750904 40058661 333932020 340,000.00 339,549.12 339,549.12 8.0750
7751092 40058679 333932021 211,500.00 211,332.25 211,332.25 10.5300
7751464 40044497 333932022 294,000.00 293,449.17 293,449.17 6.3300
7751803 40044505 333932023 280,000.00 279,804.31 279,804.31 7.3170
7751860 40044513 333932024 92,000.00 91,884.64 91,884.64 8.3500
7751944 40050379 333932025 94,400.00 94,339.49 94,339.49 11.5100
7752173 40050387 334093853 162,000.00 161,910.21 161,910.21 8.9300
7752215 40044521 333932026 350,000.00 349,831.58 349,831.58 8.6100
7752645 40050395 333932027 213,750.00 213,596.88 213,596.88 7.2300
7752728 40058687 333932028 196,000.00 195,713.94 195,713.94 7.6000
7752785 40044539 333932029 78,000.00 77,899.25 77,899.25 8.2050
7752975 40044547 333932030 216,000.00 215,764.62 215,764.62 9.0300
7753007 40044554 333932031 260,000.00 259,620.92 259,620.92 7.6050
7753015 40050403 333932032 218,400.00 218,186.99 218,186.99 9.5600
7753056 40044562 333932033 100,800.00 100,637.01 100,637.01 8.9100
7753080 40044570 333932034 180,000.00 179,890.55 179,890.55 7.8050
7753270 40044588 333932035 348,000.00 347,799.37 347,799.37 7.9900
7753452 40058695 333932036 255,000.00 254,644.29 254,644.29 7.8250
7753536 40058703 333932037 112,000.00 111,876.16 111,876.16 8.9600
7753684 40044596 333932038 124,000.00 123,883.45 123,883.45 9.7350
7753957 40050429 333932039 113,400.00 113,301.09 113,301.09 10.0870
7754575 40044604 333932040 84,700.00 84,630.69 84,630.69 6.7550
7754617 40050452 333932041 144,200.00 144,073.70 144,073.70 10.1600
7755143 40058711 333932042 120,000.00 119,841.03 119,841.03 8.0800
7755150 40044612 333932043 310,000.00 309,821.29 309,821.29 7.9900
7755358 40058729 334093854 262,500.00 262,266.39 262,266.39 6.5870
7755523 40050460 334093855 264,000.00 263,861.98 263,861.98 9.2100
7755762 40044620 333932045 221,200.00 221,102.65 221,102.65 8.9130
7756463 40044638 333932046 108,000.00 107,930.46 107,930.46 7.6050
7756471 40044646 333932047 92,000.00 91,981.20 91,981.20 9.1500
7756547 40058760 333932048 247,500.00 247,356.90 247,356.90 7.9800
7756885 40047839 333932049 200,000.00 199,849.28 199,849.28 7.0500
7757073 40050478 333914312 104,000.00 103,863.53 103,863.53 8.7500
7757545 40058778 333932050 126,000.00 125,834.76 125,834.76 8.1300
7757685 40044653 333932051 213,750.00 213,577.49 213,577.49 6.8050
7757933 40058794 333932052 50,001.00 49,929.61 49,929.61 7.7100
7758147 40044661 333932053 320,000.00 319,763.90 319,763.90 7.1250
7758360 40044679 333932054 180,000.00 179,862.44 179,862.44 7.0000
7758436 40044687 333932055 169,000.00 168,834.40 168,834.40 6.1000
7758444 40058810 333932056 124,000.00 123,805.17 123,805.17 7.2300
7758675 40044695 333932057 265,200.00 264,961.86 264,961.86 9.9500
7759186 40044703 334093856 50,000.00 49,980.15 49,980.15 10.5050
7759590 40044711 333932059 496,000.00 495,759.22 495,759.22 8.5800
7759814 40044729 333932060 168,750.00 168,612.87 168,612.87 6.7800
7760754 40058828 333932061 95,000.00 94,858.82 94,858.82 7.5100
7760846 40044737 333932062 328,000.00 327,868.65 327,868.65 9.2300
7760986 40047847 333932063 320,000.00 319,748.52 319,748.52 6.9000
7761042 40050486 333932064 115,000.00 114,846.09 114,846.09 8.0300
7761224 40058844 333932067 165,000.00 164,708.03 164,708.03 6.6250
7761315 40044745 333932068 288,000.00 287,782.63 287,782.63 10.7600
7761364 40050494 333932069 84,000.00 83,919.78 83,919.78 9.6600
7761471 40044752 333932070 357,700.00 357,121.08 357,121.08 7.0800
7761703 40058877 333932072 80,000.00 79,910.97 79,910.97 8.9300
7761778 40044760 333932073 93,500.00 93,455.52 93,455.52 8.6500
7761927 40058919 333932075 80,750.00 80,683.14 80,683.14 10.3300
7762008 40058950 333932076 117,600.00 117,460.78 117,460.78 8.6300
7762248 40058968 333932077 363,750.00 363,549.80 363,549.80 8.1500
7762669 40044778 333932078 77,700.00 77,557.61 77,557.61 6.7800
7762768 40044786 333932079 341,000.00 340,587.92 340,587.92 8.5300
7762826 40058976 333932080 442,500.00 442,122.51 442,122.51 6.6050
7763121 40058984 333932081 369,750.00 369,642.84 369,642.84 10.3000
7763196 40050510 333932082 401,250.00 400,934.65 400,934.65 6.9000
7763337 40058992 333932083 97,600.00 97,480.84 97,480.84 8.4800
7763501 40059008 333932084 105,950.00 105,752.59 105,752.59 6.3600
7763758 40059016 333932085 153,000.00 152,893.31 152,893.31 7.3250
7764053 40059024 333932086 156,000.00 155,931.39 155,931.39 8.9150
7764335 40050528 334093857 88,000.00 87,978.24 87,978.24 8.5050
7764574 40050536 333932088 110,250.00 110,143.43 110,143.43 6.1500
7764780 40044794 333932089 376,000.00 375,746.94 375,746.94 7.4500
7764897 40044802 333932090 250,000.00 249,818.38 249,818.38 7.1800
7765324 40059032 333914313 18,000.00 17,921.42 17,921.42 11.1300
7765621 40059040 333932091 170,400.00 170,336.11 170,336.11 9.4500
7765795 40044810 333932092 60,000.00 59,398.58 59,398.58 9.6100
7766298 40044828 333932093 60,000.00 59,932.25 59,932.25 8.8600
7767106 40059057 333932096 104,000.00 103,876.36 103,876.36 8.6100
7767411 40050544 333932097 67,200.00 67,133.76 67,133.76 9.5100
7767874 40044836 333932099 250,000.00 249,780.92 249,780.92 10.2300
7768112 40059073 333932100 285,000.00 284,562.78 284,562.78 7.3500
7768245 40059099 333914314 159,000.00 158,858.43 158,858.43 9.9900
7768476 40050551 333932101 106,000.00 105,906.03 105,906.03 10.0100
7768542 40059107 333932102 129,430.00 129,404.37 129,404.37 9.2550
7768856 40059115 333932104 139,200.00 139,079.19 139,079.19 10.1100
7768948 40059123 333932105 134,400.00 134,221.04 134,221.04 8.0550
7769128 40044844 333932107 384,000.00 383,435.25 383,435.25 8.5300
7769177 40044851 333932108 221,600.00 221,442.91 221,442.91 7.2670
7769383 40059131 333932109 157,500.00 157,402.15 157,402.15 7.7300
7769581 40044869 333932110 87,000.00 86,690.90 86,690.90 7.6600
7770183 40044877 333932111 600,000.00 599,613.10 599,613.10 7.6000
7771157 40059149 333932115 135,200.00 135,059.45 135,059.45 7.9800
7771264 40044885 333932116 225,000.00 224,588.11 224,588.11 6.4500
7771595 40044893 333932117 432,000.00 431,844.68 431,844.68 9.5900
7771892 40044901 333932119 214,500.00 214,297.14 214,297.14 6.2300
7771934 40059164 333932120 81,000.00 80,910.51 80,910.51 5.6550
7772395 40044919 333932121 232,000.00 231,862.13 231,862.13 7.8850
7772460 40050577 333932122 236,000.00 235,714.21 235,714.21 8.5200
7772775 40044927 333932123 86,250.00 86,116.79 86,116.79 7.3170
7773054 40059172 333932124 112,500.00 112,467.18 112,467.18 10.2800
7773120 40059180 333932125 563,500.00 563,402.49 563,402.49 11.9600
7773286 40050585 334093858 91,500.00 91,420.90 91,420.90 6.7300
7773542 40059206 333932126 124,000.00 123,832.52 123,832.52 7.9850
7773831 40059222 333932127 114,030.00 113,842.14 113,842.14 6.9900
7773898 40044935 333932128 448,000.00 447,740.98 447,740.98 7.9800
7774037 40050593 334093859 240,000.00 239,880.19 239,880.19 9.4300
7774391 40044943 333932129 108,500.00 108,437.32 108,437.32 8.7300
7774847 40059230 333932130 80,000.00 79,095.96 79,095.96 7.4600
7774912 40059248 333932131 427,500.00 427,332.59 427,332.59 9.3050
7775109 40059255 333932132 86,100.00 85,800.74 85,800.74 6.6550
7775125 40059263 333914315 101,250.00 101,186.73 101,186.73 11.6250
7775166 40044950 333932133 109,000.00 108,374.62 108,374.62 9.1100
7775554 40050601 333932134 128,000.00 127,838.18 127,838.18 8.3100
7775570 40044968 333932135 62,300.00 62,223.15 62,223.15 8.4300
7775810 40059271 334093860 150,000.00 149,877.25 149,877.25 6.7550
7775851 40059289 333932136 135,000.00 134,932.50 134,932.50 8.4800
7775869 40050619 333932137 231,562.00 231,392.03 231,392.03 7.5550
7776263 40044976 333932139 53,300.00 53,229.02 53,229.02 8.0550
7776313 40044984 333932141 400,000.00 399,770.07 399,770.07 8.0000
7776651 40059297 333932142 140,000.00 139,922.50 139,922.50 8.1300
7776776 40050635 333932143 56,250.00 56,191.56 56,191.56 9.2600
7776826 40044992 333932144 215,000.00 214,749.64 214,749.64 8.7100
7776867 40045007 333932145 104,250.00 104,083.92 104,083.92 7.1600
7776941 40050676 333932146 132,000.00 131,885.92 131,885.92 10.1300
7777246 40059305 333932147 124,000.00 123,923.95 123,923.95 11.7100
7777303 40059313 333932148 152,000.00 151,853.94 151,853.94 9.6300
7777410 40050684 333932149 188,000.00 187,821.23 187,821.23 9.6800
7777535 40059347 333932150 56,700.00 56,418.57 56,418.57 7.7600
7777790 40045015 333932151 378,000.00 377,736.78 377,736.78 7.3300
7778137 40050692 333932152 58,800.00 58,784.90 58,784.90 12.4850
7779192 40045023 333932153 184,000.00 183,803.62 183,803.62 9.1300
7779226 40050700 334093861 93,030.00 92,996.54 92,996.54 7.2050
7779648 40059354 333932154 368,000.00 367,557.11 367,557.11 8.5500
7779804 40045031 333932155 352,500.00 352,306.27 352,306.27 8.1550
7779820 40059362 333932156 252,000.00 251,770.32 251,770.32 9.8800
7779986 40045049 333932157 385,000.00 384,887.74 384,887.74 10.2800
7780042 40059370 333932158 500,000.00 499,762.57 499,762.57 8.6550
7780653 40059396 333932159 65,000.00 64,889.93 64,889.93 6.8500
7780851 40059404 333932161 49,500.00 49,397.38 49,397.38 11.8500
7781099 40045056 333932162 165,000.00 164,797.71 164,797.71 8.4600
7781230 40059438 333932163 50,100.00 50,062.90 50,062.90 10.8470
7781248 40059446 333932164 99,000.00 98,982.15 98,982.15 11.8300
7781255 40050726 334093862 112,000.00 111,965.45 111,965.45 11.6600
7781412 40059453 333932165 292,000.00 291,575.97 291,575.97 7.6250
7781479 40050742 333932166 141,600.00 141,385.12 141,385.12 7.4050
7781511 40050783 333932167 240,000.00 239,930.00 239,930.00 10.2800
7781701 40059461 333914316 150,000.00 149,833.78 149,833.78 8.9500
7782352 40059479 333932168 424,000.00 423,740.32 423,740.32 7.7800
7782410 40059487 333932169 251,250.00 251,062.26 251,062.26 7.0800
7782428 40059495 333932170 173,000.00 172,795.18 172,795.18 8.6300
7782568 40047854 333932171 240,500.00 240,285.41 240,285.41 9.9800
7782642 40050817 333932172 116,250.00 116,091.24 116,091.24 7.9300
7782923 40059503 333932173 206,250.00 205,899.69 205,899.69 6.8550
7783061 40045064 333932174 138,500.00 138,310.84 138,310.84 7.9300
7783111 40059537 333932175 62,400.00 62,292.31 62,292.31 10.0100
7783293 40045072 333932176 294,000.00 293,818.65 293,818.65 7.7550
7783897 40045080 333932177 337,500.00 337,284.23 337,284.23 7.6300
7784051 40059545 333932178 269,500.00 269,338.98 269,338.98 8.1950
7784556 40050833 333932179 247,000.00 246,920.63 246,920.63 11.4750
7785181 40059552 333932181 76,500.00 76,484.06 76,484.06 11.3700
7785249 40059594 333932182 135,000.00 134,937.47 134,937.47 8.7400
7785520 40059602 333932183 390,000.00 389,767.26 389,767.26 7.8700
7785751 40059651 333932184 185,000.00 184,708.29 184,708.29 7.2120
7785819 40059669 333932185 420,000.00 419,807.20 419,807.20 8.7700
7785942 40059685 333932186 384,000.00 383,706.55 383,706.55 7.0000
7785983 40050874 333932187 203,000.00 202,802.70 202,802.70 6.1300
7786601 40059693 333932188 54,450.00 54,411.00 54,411.00 11.0000
7786866 40045098 333932189 120,000.00 119,883.80 119,883.80 8.5750
7786924 40059701 333932190 80,000.00 79,905.04 79,905.04 8.6170
7787401 40059719 333932192 140,000.00 139,791.97 139,791.97 7.5100
7787575 40050882 334093863 290,175.00 290,087.69 290,087.69 7.8300
7787690 40047862 333914317 66,600.00 66,547.01 66,547.01 10.4900
7787831 40059735 333932193 950,941.00 949,266.55 949,266.55 6.6500
7787914 40059743 333932194 108,000.00 107,909.21 107,909.21 10.2600
7787930 40059750 333932195 28,000.00 27,971.15 27,971.15 9.3000
7787997 40045106 333932196 105,500.00 105,377.64 105,377.64 8.7300
7788003 40050890 334093864 70,400.00 70,381.98 70,381.98 12.5000
7788052 40050916 333932197 69,000.00 68,847.72 68,847.72 7.4100
7788102 40059768 333932198 156,000.00 155,899.16 155,899.16 7.5920
7788235 40059776 333932199 86,250.00 86,122.98 86,122.98 7.5550
7788359 40059784 333932200 125,250.00 125,138.94 125,138.94 10.0100
7788383 40045114 334093865 181,500.00 181,389.14 181,389.14 8.4600
7788474 40050924 333932201 112,000.00 111,828.50 111,828.50 7.3600
7788490 40050940 333932202 144,500.00 144,262.41 144,262.41 7.0000
7788524 40059792 333932203 49,200.00 49,152.91 49,152.91 9.6500
7788664 40050957 333932204 51,375.00 51,321.57 51,321.57 9.2550
7788862 40050965 333932205 131,250.00 131,213.51 131,213.51 12.1300
7789001 40059800 333932206 330,000.00 329,794.98 329,794.98 7.7300
7789019 40059818 333932207 315,000.00 314,860.02 314,860.02 8.8800
7789324 40059842 333932208 119,000.00 118,805.69 118,805.69 7.0350
7789340 40045122 333932209 82,400.00 82,355.99 82,355.99 8.2550
7789852 40059883 333932212 141,600.00 141,413.17 141,413.17 8.1000
7789977 40045130 333932213 245,000.00 244,509.76 244,509.76 5.9870
7790256 40050973 333932214 82,500.00 82,437.84 82,437.84 7.0500
7790421 40059891 333932215 176,400.00 176,267.07 176,267.07 7.0500
7790777 40045148 333932216 589,950.00 588,980.01 588,980.01 7.0000
7790876 40050981 333932217 91,700.00 91,640.54 91,640.54 7.8300
7791312 40059909 333932218 275,000.00 274,801.35 274,801.35 7.2000
7791361 40045155 333932219 293,000.00 292,486.58 292,486.58 6.6750
7791452 40059933 333932220 84,000.00 83,809.72 83,809.72 7.5600
7792179 40051013 333932221 80,500.00 80,400.69 80,400.69 8.4300
7792294 40045163 333932222 348,300.00 348,214.23 348,214.23 10.8300
7792385 40059941 333932223 120,000.00 119,959.01 119,959.01 9.7600
7792435 40059958 333932224 162,000.00 161,957.55 161,957.55 10.6300
7792765 40045171 333932225 255,500.00 255,353.35 255,353.35 8.0050
7792831 40059974 333932226 164,000.00 163,813.71 163,813.71 8.8300
7793003 40059982 333914318 36,600.00 36,431.38 36,431.38 10.5500
7793441 40059990 333932227 245,600.00 245,513.41 245,513.41 9.6550
7793599 40060006 333932228 20,500.00 20,483.05 20,483.05 10.3400
7793656 40060014 333932229 149,000.00 148,896.39 148,896.39 7.3350
7793946 40060048 333932230 60,000.00 59,926.74 59,926.74 8.4800
7794514 40060055 333932232 171,500.00 171,389.44 171,389.44 7.6300
7794852 40060063 333932233 106,400.00 106,325.57 106,325.57 11.1100
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7795016 40060105 333932235 399,000.00 398,752.81 398,752.81 7.7400
7795214 40060139 333932236 284,000.00 283,851.65 283,851.65 8.3300
7795271 40051039 333932237 102,200.00 102,034.59 102,034.59 7.0800
7795420 40060188 334093866 64,000.00 63,981.99 63,981.99 12.0750
7795784 40045189 333932238 133,600.00 133,368.38 133,368.38 6.7300
7795818 40045197 333932239 118,660.00 118,600.67 118,600.67 8.4800
7796055 40060196 333932240 100,000.00 99,966.34 99,966.34 9.8100
7796402 40060204 334093867 176,000.00 175,960.69 175,960.69 8.8500
7797442 40051047 333932242 198,750.00 198,579.34 198,579.34 10.1600
7797566 40051070 333932243 271,200.00 271,040.92 271,040.92 7.9300
7797608 40060212 333932244 172,000.00 171,773.74 171,773.74 8.1250
7797640 40045205 333932245 136,500.00 136,399.77 136,399.77 7.1420
7797780 40045213 333932246 246,000.00 245,923.82 245,923.82 7.7300
7797822 40060238 333932247 92,650.00 92,562.83 92,562.83 9.7300
7797848 40060261 333932248 161,000.00 160,736.83 160,736.83 7.0300
7798051 40060279 333932249 138,750.00 138,434.21 138,434.21 7.5300
7798093 40051088 333932250 101,250.00 101,090.92 101,090.92 7.2300
7798697 40045221 333932251 255,500.00 255,243.90 255,243.90 9.4300
7798838 40051112 333932252 98,000.00 97,885.16 97,885.16 8.6800
7798846 40060287 333932253 182,716.00 182,430.29 182,430.29 7.8300
7799216 40045239 333932254 250,250.00 250,056.08 250,056.08 7.1800
7799455 40060295 333932255 77,000.00 76,860.53 76,860.53 6.5050
7799547 40045247 333932256 178,500.00 178,339.08 178,339.08 6.4050
7799554 40060311 333932257 93,750.00 92,854.65 92,854.65 10.4600
7799836 40051120 334093868 320,640.00 320,473.08 320,473.08 9.2300
7799851 40060337 333932258 428,720.00 428,591.94 428,591.94 7.8550
7800055 40060345 333932259 208,000.00 207,744.73 207,744.73 8.4550
7800204 40045254 333932260 240,000.00 239,700.30 239,700.30 8.3700
7800352 40051146 334093869 116,000.00 115,978.65 115,978.65 9.5000
7800378 40045262 333932261 100,000.00 99,959.11 99,959.11 9.1600
7800451 40060352 333932262 550,000.00 549,095.69 549,095.69 7.0000
7800543 40051153 333932263 200,000.00 199,819.64 199,819.64 9.9300
7800964 40047870 333932264 252,000.00 251,842.07 251,842.07 7.7000
7801442 40060378 333932265 88,500.00 88,352.11 88,352.11 6.9300
7801822 40060386 333932266 171,000.00 170,716.34 170,716.34 6.9550
7801830 40060394 333932267 322,000.00 321,427.45 321,427.45 6.6000
7801970 40045270 334093870 380,000.00 379,731.80 379,731.80 7.7500
7802044 40045288 333932268 350,000.00 349,735.84 349,735.84 10.7600
7802168 40051179 333932269 90,500.00 90,318.21 90,318.21 5.9670
7802184 40045296 333932270 53,000.00 52,914.29 52,914.29 7.0850
7802432 40060402 333932271 431,250.00 430,941.42 430,941.42 7.2500
7802697 40045304 333932272 169,500.00 169,302.20 169,302.20 8.7600
7802796 40045312 333932273 50,050.00 50,014.98 50,014.98 11.1100
7802903 40060428 333932274 320,000.00 319,772.08 319,772.08 7.2500
7803075 40047888 333932275 201,000.00 200,812.23 200,812.23 6.2750
7803513 40060436 333932277 82,500.00 82,335.47 82,335.47 6.0050
7803711 40060451 333932279 107,625.00 107,530.93 107,530.93 10.0800
7803968 40045320 334093871 100,500.00 100,437.02 100,437.02 8.3350
7804057 40060469 333932281 259,250.00 259,047.45 259,047.45 10.6000
7804735 40060493 333932284 103,200.00 103,115.10 103,115.10 10.3600
7804826 40047896 333932285 180,000.00 179,973.16 179,973.16 12.4300
7804867 40047904 333932286 245,000.00 244,904.00 244,904.00 6.9000
7805161 40051195 333932288 90,460.00 90,344.93 90,344.93 8.2800
7805468 40045338 333932289 96,000.00 95,950.51 95,950.51 8.3750
7805559 40060535 333932290 150,500.00 150,285.78 150,285.78 7.7250
7805583 40045346 333932291 322,500.00 322,061.35 322,061.35 7.9500
7805633 40060543 333932292 132,000.00 131,823.32 131,823.32 8.0300
7805773 40045353 333932293 319,500.00 319,212.18 319,212.18 9.9350
7805831 40060576 333932294 112,000.00 111,927.64 111,927.64 11.4730
7805914 40060584 334093872 195,000.00 194,925.50 194,925.50 6.9900
7805922 40045361 333932295 88,400.00 88,319.85 88,319.85 9.9050
7806102 40060592 333932296 128,700.00 128,403.12 128,403.12 7.3800
7806177 40060600 333932297 136,500.00 136,422.66 136,422.66 8.0500
7806268 40047912 333932298 166,000.00 165,927.62 165,927.62 10.0680
7806276 40051203 333932299 111,200.00 111,122.63 111,122.63 11.1350
7806326 40051211 333932300 75,728.00 75,700.73 75,700.73 7.2000
7806508 40060618 333932302 262,500.00 262,340.14 262,340.14 7.8000
7807001 40060626 333932303 75,100.00 75,004.47 75,004.47 8.2800
7807233 40060634 333932304 153,750.00 153,567.22 153,567.22 8.6100
7807407 40060659 333932305 131,250.00 131,160.53 131,160.53 7.4050
7807639 40060675 333932306 84,800.00 84,696.77 84,696.77 9.5350
7807704 40060709 333932307 216,000.00 215,897.73 215,897.73 8.6650
7807969 40045379 333932308 250,000.00 249,803.52 249,803.52 6.9000
7808306 40060717 333914319 56,000.00 55,953.34 55,953.34 10.3000
7808314 40060725 333932309 155,400.00 155,310.14 155,310.14 7.9800
7808520 40060741 333932310 85,000.00 84,985.06 84,985.06 11.9100
7808751 40060766 333932311 200,000.00 199,907.10 199,907.10 8.7300
7808884 40047920 333932312 76,000.00 75,962.26 75,962.26 12.6600
7808900 40060774 333932313 170,000.00 169,746.87 169,746.87 7.5000
7809155 40060782 333932314 63,600.00 63,426.50 63,426.50 9.7600
7809734 40051229 333932315 217,500.00 217,327.39 217,327.39 6.8650
7809924 40060790 333914320 46,400.00 46,369.46 46,369.46 11.3900
7809965 40045387 333932316 149,250.00 149,073.99 149,073.99 7.8000
7810013 40060808 333932317 52,000.00 51,939.06 51,939.06 8.6800
7810054 40060824 333932318 89,600.00 89,507.32 89,507.32 9.2800
7810203 40060840 333932319 54,375.00 54,309.78 54,309.78 9.1350
7810419 40060857 333932320 416,250.00 415,969.85 415,969.85 7.4500
7810443 40060865 333932321 228,000.00 227,594.99 227,594.99 6.6050
7810716 40060873 333932322 27,500.00 27,477.44 27,477.44 10.3750
7810872 40045395 333932323 188,000.00 187,919.38 187,919.38 9.0000
7811839 40051245 333932326 115,200.00 115,161.46 115,161.46 9.8300
7812100 40060899 333932327 30,000.00 29,970.81 29,970.81 10.9900
7812274 40051252 333932328 147,000.00 146,964.32 146,964.32 8.5680
7812399 40060907 333932329 33,000.00 32,972.96 32,972.96 10.3800
7812670 40051278 333932330 152,000.00 151,787.11 151,787.11 7.8050
7812811 40045403 333932331 307,500.00 307,363.36 307,363.36 8.8800
7812845 40060915 333932332 66,500.00 66,476.28 66,476.28 11.0000
7812852 40060923 333932333 140,000.00 139,758.24 139,758.24 6.7500
7813124 40060931 333932334 186,200.00 186,078.02 186,078.02 11.4100
7813272 40051328 333932335 88,000.00 87,918.59 87,918.59 9.8100
7813298 40045411 333932336 228,000.00 227,878.46 227,878.46 8.2600
7813355 40060949 333932337 105,000.00 104,828.37 104,828.37 7.0300
7813785 40045429 333932338 205,000.00 204,951.35 204,951.35 8.6450
7813819 40060972 333932339 136,000.00 135,920.79 135,920.79 11.9430
7813835 40051336 333932340 256,800.00 256,585.30 256,585.30 10.2850
7813892 40045437 333932341 50,001.00 49,941.56 49,941.56 8.6100
7814106 40061020 333914321 84,694.00 84,600.93 84,600.93 8.9900
7814130 40061038 333932342 75,001.00 74,900.63 74,900.63 8.0300
7814296 40045445 333932343 220,000.00 219,918.38 219,918.38 9.4850
7814601 40061053 333932344 251,250.00 250,999.22 250,999.22 9.4500
7814809 40061061 333932345 150,000.00 149,943.92 149,943.92 9.4600
7814866 40045452 333932346 240,000.00 239,780.66 239,780.66 6.3550
7815145 40061087 333932347 222,600.00 222,427.72 222,427.72 6.9550
7815277 40045460 333932348 201,600.00 201,394.94 201,394.94 9.3600
7815384 40045478 333932349 202,000.00 201,698.03 201,698.03 7.4800
7815442 40061129 333932350 117,750.00 117,702.29 117,702.29 6.7800
7815715 40061145 333932351 248,000.00 247,938.84 247,938.84 10.8250
7815970 40045486 333932352 159,750.00 159,533.54 159,533.54 7.9900
7816036 40061178 333932353 85,100.00 84,984.16 84,984.16 7.9470
7816069 40045494 333932354 133,000.00 132,713.32 132,713.32 6.6050
7816291 40045502 333932355 118,300.00 118,206.50 118,206.50 6.8800
7816457 40061202 333932356 245,000.00 244,585.25 244,585.25 7.5050
7816556 40061228 333932357 92,000.00 91,937.59 91,937.59 11.2500
7816754 40061236 333932358 165,000.00 164,955.83 164,955.83 10.5600
7816861 40047938 333932359 215,000.00 214,787.14 214,787.14 6.0620
7816929 40061244 333932360 115,050.00 114,871.02 114,871.02 7.2800
7817174 40045510 333932361 108,800.00 108,737.27 108,737.27 7.9900
7817323 40061285 333932362 72,000.00 71,932.69 71,932.69 9.7600
7817422 40061293 333932363 120,000.00 119,871.39 119,871.39 9.1100
7817570 40061301 333932364 108,000.00 107,916.42 107,916.42 6.9550
7817752 40061319 333932365 227,000.00 226,815.50 226,815.50 9.8050
7817901 40061327 333932366 147,000.00 146,850.48 146,850.48 9.3600
7817992 40051344 333932367 140,700.00 140,616.76 140,616.76 7.9000
7818065 40045528 333932368 115,920.00 115,810.47 115,810.47 9.7100
7818073 40051351 333932369 190,000.00 189,683.16 189,683.16 6.9550
7818255 40061343 333932370 86,100.00 86,032.07 86,032.07 6.9000
7818412 40061350 333932372 164,500.00 164,390.22 164,390.22 7.4800
7818495 40047946 333932373 460,000.00 459,790.70 459,790.70 8.8000
7818537 40061376 333930541 307,500.00 307,262.03 307,262.03 6.9550
7818545 40061384 333930542 435,000.00 434,211.37 434,211.37 6.5000
7818594 40051369 333930543 100,001.00 99,829.48 99,829.48 6.7850
7818677 40061392 333930544 630,000.00 629,760.58 629,760.58 9.4050
7818933 40061400 333930545 112,000.00 111,782.43 111,782.43 6.1420
7818974 40045536 333930546 108,000.00 107,863.47 107,863.47 8.3100
7819238 40061418 333930548 393,750.00 393,423.29 393,423.29 6.7050
7819295 40051393 333930549 104,000.00 103,938.98 103,938.98 11.9100
7819642 40061426 333930550 281,400.00 281,124.26 281,124.26 6.1000
7819709 40061442 333930551 154,000.00 153,880.81 153,880.81 6.9550
7819832 40061467 333930552 33,600.00 33,578.88 33,578.88 11.6000
7820103 40061475 333930553 50,001.00 49,728.74 49,728.74 8.7100
7820293 40045544 333930554 183,750.00 183,678.15 183,678.15 9.3100
7820327 40061491 333930555 252,000.00 251,607.59 251,607.59 7.2750
7820574 40045551 333930556 140,000.00 139,978.91 139,978.91 10.1600
7821010 40051401 333930557 101,250.00 101,176.44 101,176.44 7.1800
7821895 40051427 333930558 262,500.00 262,366.84 262,366.84 8.4300
7821960 40051443 333930559 87,500.00 87,374.32 87,374.32 7.6800
7822224 40061509 333930560 95,200.00 95,085.83 95,085.83 8.5670
7822281 40051450 333930561 112,000.00 111,924.54 111,924.54 7.9800
7822463 40051468 333930562 65,000.00 64,974.54 64,974.54 9.3050
7822695 40051476 333930563 172,200.00 172,055.26 172,055.26 10.2600
7822711 40061517 333930564 175,000.00 174,859.74 174,859.74 6.8300
7822992 40061525 333930565 112,100.00 112,064.90 112,064.90 11.5930
7823271 40045569 333930566 147,500.00 147,282.14 147,282.14 7.9900
7823685 40061558 333930567 64,800.00 64,756.03 64,756.03 11.2500
7823818 40051484 333930568 175,500.00 175,283.52 175,283.52 8.4300
7823909 40061566 333930569 133,000.00 132,719.49 132,719.49 6.1300
7823974 40045577 333930570 296,000.00 295,861.70 295,861.70 8.7100
7824204 40061582 333930571 121,500.00 121,431.98 121,431.98 12.1300
7824329 40061590 333930572 66,500.00 66,461.18 66,461.18 8.6800
7824436 40061624 333930573 200,000.00 199,861.66 199,861.66 7.8500
7824501 40061632 333930574 260,000.00 259,695.05 259,695.05 8.6750
7824568 40051492 333930575 210,500.00 210,409.46 210,409.46 8.9900
7824592 40045585 333930576 58,500.00 58,453.80 58,453.80 10.5500
7824832 40061640 333930577 310,000.00 309,478.13 309,478.13 6.8800
7825128 40061657 333930578 100,800.00 100,615.23 100,615.23 7.0350
7825151 40061665 333930579 228,000.00 227,773.85 227,773.85 9.4800
7825276 40047953 333930580 224,000.00 223,863.60 223,863.60 7.8000
7825433 40051500 333930581 127,000.00 126,930.30 126,930.30 8.1600
7825466 40045593 333930582 60,000.00 59,914.25 59,914.25 7.7050
7825474 40045601 333930583 50,001.00 49,950.66 49,950.66 9.4100
7825680 40051526 333930584 95,900.00 95,753.03 95,753.03 7.3550
7826365 40045619 333930585 88,000.00 87,930.66 87,930.66 10.5600
7826381 40047961 333930586 203,000.00 202,659.60 202,659.60 6.9000
7826530 40061699 333930587 60,000.00 59,925.98 59,925.98 8.4300
7826985 40047979 333930588 315,000.00 314,734.56 314,734.56 6.6500
7826993 40045627 333930589 101,500.00 101,332.46 101,332.46 6.9800
7827207 40061723 333930590 84,000.00 83,873.70 83,873.70 10.2100
7827264 40045635 333930591 146,400.00 145,957.78 145,957.78 9.6600
7827280 40045643 333930592 257,600.00 257,433.37 257,433.37 8.1800
7827637 40061731 333914322 44,700.00 44,658.11 44,658.11 9.7500
7827835 40061749 333930593 75,000.00 74,965.97 74,965.97 8.8100
7828718 40061764 333930596 252,000.00 251,882.07 251,882.07 8.7050
7828742 40061772 333930597 318,750.00 318,504.15 318,504.15 6.9670
7828775 40045650 333930599 350,000.00 349,779.42 349,779.42 7.6800
7828908 40061780 333930600 90,750.00 90,673.72 90,673.72 10.2600
7829013 40051534 333930601 130,825.00 130,686.82 130,686.82 9.1800
7829054 40061814 333930602 176,250.00 176,180.96 176,180.96 10.5850
7829153 40061848 333930603 308,000.00 307,802.62 307,802.62 11.5100
7829179 40045668 333930604 217,500.00 217,179.68 217,179.68 7.5550
7829369 40051542 333930605 116,900.00 116,761.46 116,761.46 8.6250
7829898 40051559 333930606 147,200.00 147,031.05 147,031.05 8.7800
7829948 40061863 333930607 409,500.00 409,305.84 409,305.84 8.6600
7829997 40045676 333930608 360,000.00 359,743.59 359,743.59 7.2500
7830060 40051575 333930609 135,200.00 135,155.47 135,155.47 9.8800
7830102 40061871 333930610 154,000.00 153,823.25 153,823.25 8.7800
7830490 40045684 333930611 116,250.00 116,166.36 116,166.36 10.9800
7830698 40061913 333930612 137,500.00 137,420.51 137,420.51 7.9800
7831134 40051591 334093873 60,000.00 59,978.18 59,978.18 10.9100
7831449 40061921 333930613 108,000.00 107,892.42 107,892.42 9.4600
7831456 40061996 333930614 58,500.00 58,470.67 58,470.67 9.4100
7831506 40051625 333930615 60,000.00 59,943.29 59,943.29 9.7100
7831977 40045692 333930616 98,700.00 98,584.34 98,584.34 8.6800
7832280 40051633 333930617 200,000.00 199,931.65 199,931.65 7.3850
7832371 40051658 333930618 52,000.00 51,942.14 51,942.14 8.9300
7832686 40051674 333930619 180,000.00 179,786.04 179,786.04 8.6100
7832744 40062010 334093874 160,000.00 159,960.50 159,960.50 8.5100
7832991 40045700 333930620 79,200.00 79,108.53 79,108.53 8.7500
7833064 40045718 333930621 287,200.00 286,983.66 286,983.66 7.0550
7833080 40051682 333930622 348,750.00 348,622.62 348,622.62 7.1500
7833676 40045726 334093875 42,800.00 42,437.57 42,437.57 10.4400
7833734 40062028 333930623 284,800.00 284,800.00 284,800.00 8.1000
7833866 40047987 333930625 360,000.00 359,924.85 359,924.85 11.3620
7833940 40051716 333930626 53,550.00 53,513.56 53,513.56 7.9300
7834070 40051724 333914323 29,000.00 28,971.35 28,971.35 9.5000
7834120 40062036 333930627 152,000.00 151,937.28 151,937.28 9.1300
7834641 40062044 333930628 200,000.00 199,719.59 199,719.59 7.8000
7834922 40062077 333930629 345,000.00 344,701.18 344,701.18 6.5500
7835044 40062085 333930630 227,500.00 227,297.72 227,297.72 6.4550
7835069 40051732 333930631 109,000.00 108,849.62 108,849.62 7.8800
7835101 40062093 334093876 262,400.00 262,198.54 262,198.54 7.3300
7835291 40051740 333930632 120,000.00 119,311.22 119,311.22 8.3100
7835606 40062101 333930633 164,800.00 164,637.23 164,637.23 9.5000
7835887 40047995 333930634 295,000.00 294,771.38 294,771.38 6.9500
7835945 40062119 333930635 363,750.00 363,492.91 363,492.91 7.2800
7836141 40062127 333930636 600,000.00 599,673.58 599,673.58 12.2500
7836240 40062135 333930637 103,000.00 102,859.34 102,859.34 7.9300
7836299 40051757 334093877 94,400.00 94,381.45 94,381.45 9.2800
7836620 40062143 333930638 137,500.00 137,399.26 137,399.26 7.1500
7836711 40062176 333930639 433,500.00 433,199.86 433,199.86 7.3500
7836794 40045734 333930640 159,600.00 159,317.60 159,317.60 6.6250
7836851 40062184 333930641 277,500.00 277,266.20 277,266.20 6.6500
7836935 40062192 333930642 192,500.00 192,233.09 192,233.09 7.8550
7837339 40062200 333930643 418,000.00 417,892.84 417,892.84 10.7000
7837578 40051765 333930644 75,600.00 75,474.59 75,474.59 6.9550
7837750 40062218 333930645 77,000.00 76,897.99 76,897.99 8.0800
7837818 40062242 333930646 96,000.00 95,939.57 95,939.57 7.6850
7838063 40045742 333930647 59,500.00 59,398.75 59,398.75 6.8250
7838113 40062259 333930648 204,000.00 204,000.00 204,000.00 8.2500
7838279 40045759 333930649 57,600.00 57,561.84 57,561.84 11.3600
7838501 40062275 333930650 124,000.00 123,953.50 123,953.50 9.4500
7838527 40062283 333930651 182,000.00 181,734.38 181,734.38 7.6000
7838667 40051773 333930652 50,000.00 49,916.56 49,916.56 8.3550
7838774 40045767 333930653 192,000.00 191,845.04 191,845.04 6.8050
7838857 40045775 333930654 295,750.00 295,462.78 295,462.78 9.5800
7839624 40062309 333930655 113,600.00 113,443.27 113,443.27 7.8800
7839640 40062317 333930656 205,600.00 205,366.45 205,366.45 8.8300
7839764 40039521 334093878 212,000.00 211,814.77 211,814.77 6.6750
7839814 40062333 333930657 408,000.00 407,804.82 407,804.82 8.6300
7840606 40062358 333930659 171,000.00 170,859.88 170,859.88 6.7500
7840630 40062366 334093879 94,500.00 94,420.29 94,420.29 6.8550
7840648 40062374 333930660 200,000.00 199,741.44 199,741.44 8.2000
7840739 40062390 333930661 68,750.00 68,709.48 68,709.48 11.8900
7840770 40051781 333930662 69,000.00 68,894.66 68,894.66 7.3750
7841141 40062408 333930664 260,000.00 259,638.56 259,638.56 7.8420
7841240 40062416 333930665 325,000.00 324,555.26 324,555.26 7.9200
7841828 40062432 333930666 375,000.00 374,888.96 374,888.96 10.2300
7841935 40051815 333930667 134,400.00 134,183.52 134,183.52 7.0300
7842420 40062440 333930668 254,000.00 254,000.00 254,000.00 7.3500
7842701 40062465 333930669 58,900.00 58,865.55 58,865.55 11.9250
7842818 40062473 333930670 54,000.00 53,970.61 53,970.61 12.2500
7842859 40051823 333930671 66,500.00 66,426.01 66,426.01 9.1100
7842974 40045783 333930672 262,500.00 262,313.03 262,313.03 7.2500
7843154 40062481 333930673 113,750.00 113,583.88 113,583.88 7.5970
7843212 40051872 333930674 67,200.00 67,143.02 67,143.02 10.2200
7843386 40045791 333930675 109,800.00 109,717.49 109,717.49 10.7800
7843394 40051906 333930676 100,001.00 99,829.48 99,829.48 6.7850
7843527 40062499 333930677 440,000.00 439,876.87 439,876.87 10.4150
7843600 40062507 333930678 345,000.00 344,800.54 344,800.54 7.9800
7843857 40062515 333930679 115,000.00 114,926.37 114,926.37 7.6250
7843865 40051914 333930680 81,200.00 81,123.27 81,123.27 9.7100
7844210 40062523 333930681 303,300.00 303,041.79 303,041.79 10.2000
7844293 40048001 333914324 53,600.00 53,479.62 53,479.62 11.2500
7844632 40062564 333930682 308,000.00 307,579.37 307,579.37 7.9300
7844699 40051922 333930683 110,000.00 109,580.53 109,580.53 7.0800
7844723 40062572 333930684 126,000.00 125,813.33 125,813.33 7.5250
7844855 40062580 333914325 150,000.00 149,507.68 149,507.68 8.3000
7845209 40062598 333930685 174,400.00 174,278.68 174,278.68 11.1350
7845449 40062614 333930686 74,000.00 73,379.70 73,379.70 9.1100
7845712 40051930 333930687 307,500.00 307,108.88 307,108.88 8.2800
7845795 40045809 333914326 50,700.00 50,638.36 50,638.36 8.5000
7845845 40062630 333930688 45,600.00 45,569.72 45,569.72 11.3500
7845951 40062655 333930689 190,000.00 189,707.35 189,707.35 7.3300
7846041 40051948 333930690 308,000.00 307,809.74 307,809.74 7.7500
7846405 40045817 333930691 96,000.00 95,914.14 95,914.14 9.9700
7846496 40045825 333930692 93,600.00 93,481.43 93,481.43 8.3000
7846678 40051971 333930693 53,500.00 53,468.19 53,468.19 11.8500
7846892 40062663 333914327 35,400.00 35,368.55 35,368.55 10.0000
7846926 40051989 333930694 350,000.00 349,864.91 349,864.91 10.6350
7847213 40062689 333930695 161,600.00 161,357.21 161,357.21 7.4550
7847304 40062697 333930696 76,000.00 75,932.65 75,932.65 10.0600
7847361 40045833 333930697 45,300.00 45,184.00 45,184.00 10.2500
7847817 40062713 333930699 428,750.00 428,502.82 428,502.82 7.9900
7848245 40062721 333930700 368,000.00 367,809.18 367,809.18 8.3550
7848336 40062747 333930701 90,000.00 89,637.88 89,637.88 12.0000
7848377 40048019 333930702 233,000.00 232,746.08 232,746.08 9.0300
7848815 40062754 334093880 270,000.00 269,861.34 269,861.34 9.2950
7848963 40052011 333930703 238,000.00 237,877.90 237,877.90 9.3000
7849136 40062788 333930704 101,250.00 101,144.82 101,144.82 9.2600
7849177 40052029 333930705 169,600.00 169,482.74 169,482.74 7.3550
7849250 40062812 333930706 60,300.00 60,256.08 60,256.08 10.9250
7849409 40062820 333930707 70,400.00 70,361.70 70,361.70 12.2500
7849722 40062838 333930708 215,000.00 214,876.05 214,876.05 7.9900
7849862 40045841 333930709 264,000.00 263,813.32 263,813.32 11.0600
7850076 40045858 333930710 119,000.00 118,941.59 118,941.59 9.5100
7850613 40062846 333930711 177,800.00 177,506.51 177,506.51 6.9800
7850738 40039539 333914329 105,300.00 105,193.22 105,193.22 9.3750
7850761 40045866 333930712 210,000.00 209,670.85 209,670.85 7.2420
7851082 40045874 333930713 288,000.00 287,477.87 287,477.87 6.5000
7851165 40052052 333930714 225,750.00 225,660.43 225,660.43 6.8550
7851371 40045882 333930715 160,000.00 159,910.40 159,910.40 8.0900
7851934 40062853 333930716 154,000.00 153,778.81 153,778.81 7.6800
7852122 40062861 333930717 39,900.00 39,874.30 39,874.30 11.4900
7852882 40052078 333930718 76,000.00 75,924.12 75,924.12 9.4600
7853039 40052094 334093881 50,200.00 50,178.54 50,178.54 10.1600
7853070 40045890 333930719 70,000.00 69,919.33 69,919.33 8.7600
7853161 40052102 333930720 244,500.00 244,323.37 244,323.37 7.2000
7853229 40062879 333930721 108,500.00 108,297.50 108,297.50 6.3500
7853286 40045908 333930722 110,000.00 109,899.75 109,899.75 9.8800
7853294 40045916 333930723 97,500.00 97,415.38 97,415.38 10.1100
7853849 40062895 334093882 371,000.00 370,857.85 370,857.85 6.9800
7853997 40045924 333930724 61,750.00 61,701.22 61,701.22 10.5500
7854268 40045932 333930725 195,000.00 194,940.57 194,940.57 10.1350
7854326 40062903 333930726 87,000.00 86,900.77 86,900.77 8.8100
7854532 40062911 333930727 154,700.00 154,448.62 154,448.62 7.0600
7854664 40045940 333930728 230,400.00 230,264.34 230,264.34 7.9170
7854896 40045957 333914330 68,400.00 68,346.84 68,346.84 10.6250
7855026 40062929 333914331 84,975.00 84,924.75 84,924.75 11.8750
7855091 40045965 333914332 41,000.00 40,972.11 40,972.11 11.2400
7855190 40045973 333914333 72,000.00 71,935.89 71,935.89 9.9900
7855430 40062937 333914334 25,950.00 25,843.08 25,843.08 11.7500
7855596 40052110 333930729 231,000.00 230,603.04 230,603.04 6.7750
7855604 40062945 333930730 140,000.00 139,852.89 139,852.89 9.2050
7855638 40062952 333914335 63,460.00 63,412.00 63,412.00 10.7500
7855836 40062960 334093884 256,000.00 255,829.96 255,829.96 8.0500
7856065 40048027 333930731 231,000.00 230,674.51 230,674.51 7.7750
7856479 40045999 333914336 142,500.00 142,343.40 142,343.40 8.9900
7856826 40062978 333930733 380,000.00 379,656.01 379,656.01 9.9120
7856941 40062994 333930734 135,000.00 134,967.30 134,967.30 8.5750
7858061 40046005 333930735 165,000.00 164,933.82 164,933.82 9.2250
7858210 40063000 333930736 147,000.00 146,909.86 146,909.86 11.7100
7858285 40046013 333930737 128,000.00 127,973.17 127,973.17 11.3500
7858301 40063018 333930738 73,500.00 73,458.34 73,458.34 12.1000
7858319 40063026 333930739 66,400.00 66,357.20 66,357.20 11.4850
7858392 40046021 333914337 79,600.00 79,541.75 79,541.75 10.9020
7858509 40063034 333930740 73,500.00 73,433.01 73,433.01 9.8800
7858707 40063059 333914338 97,500.00 97,411.04 97,411.04 9.8750
7858715 40063067 333930741 216,000.00 215,930.65 215,930.65 9.9900
7858731 40063075 333930742 91,000.00 90,888.43 90,888.43 8.4600
7858939 40063083 333930743 84,000.00 83,873.79 83,873.79 7.4550
7859010 40063091 333930744 59,850.00 59,830.57 59,830.57 11.4300
7859127 40063109 333930745 248,000.00 247,850.62 247,850.62 7.8380
7859184 40046039 333930746 51,200.00 51,165.72 51,165.72 11.3100
7859507 40052128 333930747 147,000.00 146,774.48 146,774.48 7.3500
7859663 40046047 333930748 1,087,500.00 1,086,747.04 1,086,747.04 7.3500
7859747 40063117 333914339 34,200.00 34,162.88 34,162.88 9.0500
7859879 40046054 333930749 98,000.00 97,831.10 97,831.10 6.7600
7859911 40063133 333930750 138,400.00 138,363.93 138,363.93 8.3250
7859986 40048035 333930751 103,500.00 103,386.27 103,386.27 8.9900
7860117 40063174 333930752 151,500.00 151,413.38 151,413.38 8.7800
7860141 40052136 333930753 50,800.00 50,757.06 50,757.06 10.2350
7860299 40046062 333930754 102,400.00 102,316.66 102,316.66 10.4100
7860521 40063182 333930755 128,000.00 127,891.26 127,891.26 10.2100
7860901 40063190 333930756 50,100.00 50,067.89 50,067.89 11.5100
7860976 40048043 333930757 275,250.00 275,035.91 275,035.91 6.9370
7861024 40063224 333930758 119,000.00 118,979.85 118,979.85 12.0300
7861107 40063232 333930759 77,000.00 76,906.23 76,906.23 8.4930
7861933 40052144 334093885 364,500.00 364,390.96 364,390.96 7.8500
7862048 40052169 333930760 146,400.00 146,358.64 146,358.64 10.3830
7862147 40063240 333930762 102,000.00 101,877.99 101,877.99 8.5800
7862436 40063257 333914340 26,000.00 25,979.81 25,979.81 10.6300
7862519 40063265 333930763 196,000.00 195,915.57 195,915.57 8.9850
7862618 40063273 333930764 138,000.00 137,939.03 137,939.03 8.9000
7862675 40046070 333930765 66,500.00 66,478.25 66,478.25 9.9050
7863061 40052177 334093886 127,500.00 127,464.57 127,464.57 8.1050
7863400 40052185 333930766 119,250.00 119,208.31 119,208.31 7.3050
7863467 40046088 333930767 176,000.00 175,754.74 175,754.74 7.8300
7863707 40063281 333930768 81,200.00 81,143.06 81,143.06 7.3050
7863871 40052193 333930769 341,250.00 339,257.09 339,257.09 7.9200
7864325 40063299 333930771 112,500.00 112,475.83 112,475.83 8.9800
7864820 40063315 334093887 276,000.00 275,933.64 275,933.64 8.6000
7865348 40063323 333930772 369,000.00 368,952.19 368,952.19 10.6500
7865355 40063349 333930773 102,000.00 101,870.79 101,870.79 8.3000
7865629 40063364 333930774 128,800.00 128,707.39 128,707.39 7.2170
7865967 40046096 333914341 102,600.00 102,487.25 102,487.25 8.9900
7866197 40046104 334093888 30,000.00 29,975.41 29,975.41 10.3800
7866361 40046112 333930775 120,000.00 119,866.49 119,866.49 8.9300
7866411 40063380 334093889 204,000.00 203,913.22 203,913.22 6.6050
7866460 40046120 334093890 52,000.00 51,966.84 51,966.84 8.2500
7866734 40063414 333930776 153,000.00 152,820.73 152,820.73 8.6800
7866767 40046138 333930777 60,000.00 59,915.53 59,915.53 7.7800
7867013 40063455 333930778 50,100.00 50,089.07 50,089.07 8.9300
7867237 40063471 334093891 96,000.00 95,984.61 95,984.61 9.9550
7867914 40063521 333930779 96,000.00 95,961.52 95,961.52 10.4600
7868433 40063539 333930780 128,000.00 127,910.96 127,910.96 11.1350
7868623 40063547 333930781 431,650.00 431,502.14 431,502.14 9.7500
7868706 40063554 333914342 55,200.00 55,155.93 55,155.93 10.5000
7868896 40052201 333930782 172,500.00 172,201.11 172,201.11 7.5550
7869050 40063570 333914343 80,000.00 79,931.65 79,931.65 10.1830
7869175 40046146 334093893 106,400.00 106,318.31 106,318.31 7.3300
7869316 40063588 333930784 154,000.00 153,897.22 153,897.22 7.4800
7869571 40063604 333930785 83,750.00 83,669.86 83,669.86 9.6500
7869720 40052227 334093894 431,250.00 431,123.93 431,123.93 7.9300
7870025 40063620 333930786 190,000.00 189,808.75 189,808.75 9.4100
7870330 40063638 333930787 128,600.00 128,458.69 128,458.69 8.9900
7870348 40063661 333930788 190,000.00 189,882.63 189,882.63 7.7500
7870462 40052235 333930789 288,000.00 287,803.68 287,803.68 7.4050
7870470 40052243 333930790 150,500.00 150,385.60 150,385.60 7.3800
7870561 40048050 333914344 90,000.00 89,928.15 89,928.15 10.5000
7870843 40063679 333930792 205,000.00 204,869.30 204,869.30 7.6400
7871064 40046153 333930793 191,250.00 191,125.09 191,125.09 7.5550
7871577 40046161 333930794 487,500.00 487,380.17 487,380.17 8.5250
7871817 40063687 333930795 32,130.00 32,100.82 32,100.82 9.9000
7872617 40063729 333930796 231,000.00 230,808.78 230,808.78 6.9500
7872773 40052268 333930797 192,000.00 191,867.33 191,867.33 7.8550
7873219 40063737 333930798 143,500.00 143,293.90 143,293.90 7.6800
7873490 40046179 333930799 396,000.00 395,734.62 395,734.62 7.4650
7873722 40063745 333930800 155,400.00 155,143.48 155,143.48 6.9800
7873763 40046187 334093895 150,000.00 149,936.55 149,936.55 10.2100
7874092 40063752 333914345 38,750.00 38,725.92 38,725.92 11.6500
7874225 40063760 334093896 57,360.00 57,304.64 57,304.64 9.6100
7874639 40063778 334093897 119,000.00 118,958.10 118,958.10 7.2800
7874837 40063786 333930801 273,750.00 273,694.05 273,694.05 11.4300
7875008 40063794 333914346 71,200.00 71,146.14 71,146.14 10.7500
7875271 40052292 333930802 118,080.00 117,894.46 117,894.46 7.2300
7875370 40046195 334093898 75,000.00 74,972.99 74,972.99 7.2000
7875412 40063802 333930803 69,000.00 68,949.25 68,949.25 10.8800
7875719 40063810 333914347 28,500.00 28,468.67 28,468.67 8.9900
7875917 40063844 333930804 176,000.00 175,931.13 175,931.13 6.9050
7875966 40052300 333930805 135,000.00 134,832.79 134,832.79 8.4100
7876303 40063851 333930806 314,000.00 313,712.13 313,712.13 9.9100
7876345 40063877 333914348 87,500.00 87,454.87 87,454.87 12.4900
7876659 40052334 333930808 297,500.00 297,345.14 297,345.14 8.3420
7877186 40052342 333930809 58,000.00 57,941.57 57,941.57 9.4050
7877202 40063885 333930810 126,000.00 125,908.97 125,908.97 7.2000
7877327 40063919 333930811 131,250.00 131,174.00 131,174.00 7.9750
7877442 40063935 333930812 92,000.00 91,909.13 91,909.13 9.5000
7877483 40046203 333930813 104,000.00 103,871.19 103,871.19 8.4100
7877582 40046211 333930814 80,000.00 79,862.13 79,862.13 6.7600
7877640 40052375 333930815 131,250.00 131,230.53 131,230.53 10.2100
7877731 40063968 333914349 57,600.00 57,557.83 57,557.83 10.9000
7877764 40046229 333914350 135,000.00 134,879.80 134,879.80 9.9900
7878739 40063976 333930816 239,000.00 238,609.34 238,609.34 7.0300
7878861 40063984 333930817 57,500.00 57,451.57 57,451.57 10.2500
7879158 40063992 333930818 316,000.00 315,796.22 315,796.22 7.6000
7879596 40052383 334093899 217,500.00 217,344.94 217,344.94 7.7000
7879810 40064008 333930819 131,500.00 131,414.71 131,414.71 7.5800
7879984 40048068 333930820 91,000.00 90,897.58 90,897.58 8.8750
7880412 40064016 333930821 337,500.00 336,980.88 336,980.88 7.3370
7880602 40064024 333930822 109,000.00 108,911.09 108,911.09 10.4000
7880750 40064040 333930823 195,000.00 194,839.52 194,839.52 6.9800
7880826 40064065 334093900 369,000.00 368,972.37 368,972.37 12.4000
7880859 40064073 333930824 87,750.00 87,687.94 87,687.94 11.0600
7881238 40052409 333930825 187,200.00 186,928.42 186,928.42 7.6300
7881253 40064123 333930826 219,100.00 218,691.48 218,691.48 6.3550
7881287 40064149 333930827 166,500.00 166,380.72 166,380.72 11.0000
7881295 40046237 334093901 72,000.00 71,971.99 71,971.99 10.6000
7881386 40064172 333930828 46,800.00 46,764.60 46,764.60 10.7500
7881485 40046245 333930829 282,000.00 281,808.54 281,808.54 7.9420
7881642 40064180 333930830 141,500.00 141,311.77 141,311.77 8.0600
7881915 40064214 333930831 272,000.00 271,843.20 271,843.20 7.9900
7882004 40064222 333930832 343,760.00 343,285.30 343,285.30 7.8750
7882046 40064248 333930833 200,000.00 199,976.38 199,976.38 10.9500
7882186 40046252 333930834 58,450.00 58,374.58 58,374.58 8.2100
7882533 40064263 333930835 165,000.00 164,858.32 164,858.32 10.1600
7882558 40064271 333930836 216,550.00 216,274.57 216,274.57 8.2800
7882772 40046260 333930837 269,500.00 269,044.08 269,044.08 6.8550
7882798 40048076 333914351 30,000.00 29,976.26 29,976.26 10.5400
7882897 40046278 333930838 90,750.00 90,661.87 90,661.87 9.5800
7883804 40064289 333930839 126,000.00 125,912.25 125,912.25 7.3300
7883903 40064305 333930840 200,000.00 199,941.54 199,941.54 7.9300
7884224 40064313 334093902 344,250.00 344,225.31 344,225.31 12.5350
7884802 40064321 333930841 28,800.00 28,785.50 28,785.50 12.6000
7884950 40064339 333930842 154,500.00 154,265.54 154,265.54 7.4050
7885015 40052458 333930843 71,250.00 71,197.43 71,197.43 7.5300
7885205 40064347 334093903 96,000.00 95,968.70 95,968.70 11.4100
7885346 40064354 333930844 157,500.00 157,437.94 157,437.94 6.8800
7885585 40046286 333930845 61,875.00 61,842.87 61,842.87 12.4600
7885619 40064362 333930846 235,000.00 234,924.33 234,924.33 9.9550
7885882 40046294 333930847 265,000.00 264,595.86 264,595.86 7.3800
7886021 40064388 334093904 568,000.00 567,858.53 567,858.53 8.4800
7886070 40064396 333914352 98,000.00 97,892.13 97,892.13 8.9900
7886476 40046302 333930848 252,000.00 251,801.41 251,801.41 10.5600
7886765 40048084 333914353 106,000.00 105,919.83 105,919.83 10.7500
7887060 40052466 333930849 202,500.00 202,439.86 202,439.86 7.8750
7887425 40064412 333930850 147,000.00 146,671.84 146,671.84 7.3050
7887607 40064420 333914354 93,900.00 93,825.05 93,825.05 10.5000
7887706 40052474 333930851 50,100.00 50,054.45 50,054.45 10.3600
7887763 40048092 333914355 70,500.00 70,454.62 70,454.62 11.4900
7888019 40064438 333930852 364,000.00 363,864.78 363,864.78 7.0900
7888084 40046310 333930853 168,750.00 168,598.47 168,598.47 9.9500
7888357 40064446 333930854 200,000.00 199,837.57 199,837.57 8.8300
7888647 40064461 333930855 250,250.00 250,084.20 250,084.20 7.5050
7888936 40064487 333930856 248,000.00 247,665.41 247,665.41 7.9900
7889041 40064495 333930857 64,800.00 64,758.82 64,758.82 11.5500
7889066 40046328 333930858 348,750.00 348,611.59 348,611.59 9.2600
7889108 40064503 333930859 160,000.00 159,715.50 159,715.50 6.6000
7889736 40064511 333930860 199,000.00 198,878.85 198,878.85 8.0300
7889819 40052482 333930861 116,800.00 116,701.20 116,701.20 10.2300
7889827 40052508 333930862 193,600.00 193,366.03 193,366.03 8.5300
7889843 40064529 333930863 456,000.00 455,718.31 455,718.31 8.4050
7890148 40064537 333930864 75,075.00 75,010.19 75,010.19 10.1350
7890379 40064545 333930865 34,000.00 33,979.51 33,979.51 11.8800
7890536 40064552 333930866 144,300.00 144,225.72 144,225.72 8.3800
7890833 40064560 333930867 132,000.00 131,935.75 131,935.75 9.5500
7890841 40064578 333930868 170,000.00 169,827.99 169,827.99 9.3850
7890874 40048100 333914356 60,000.00 59,943.77 59,943.77 9.7500
7890924 40052532 334093905 80,000.00 79,975.85 79,975.85 11.7600
7891146 40064586 333930869 123,000.00 122,913.36 122,913.36 7.7600
7891195 40052540 333930870 263,200.00 263,129.37 263,129.37 8.2250
7891294 40048118 333930871 120,000.00 119,944.72 119,944.72 9.8100
7891351 40064602 334093906 143,000.00 142,953.51 142,953.51 7.5600
7891435 40064610 333930872 66,600.00 66,526.82 66,526.82 8.9900
7891625 40064628 333930873 187,200.00 187,169.49 187,169.49 12.1500
7891641 40064636 333930874 140,000.00 139,959.43 139,959.43 7.9600
7891682 40046336 333930875 244,000.00 243,642.47 243,642.47 7.5800
7891831 40064677 333930876 210,000.00 209,774.20 209,774.20 9.6300
7891963 40064693 333930877 56,250.00 56,206.31 56,206.31 10.6270
7893001 40052557 334093907 122,500.00 122,405.01 122,405.01 7.2800
7893100 40064719 333930878 175,950.00 175,810.94 175,810.94 6.8800
7893142 40064727 333930879 170,000.00 169,880.61 169,880.61 7.3000
7893241 40064735 333930880 110,000.00 109,929.67 109,929.67 7.6300
7893274 40064750 333930881 39,300.00 39,202.34 39,202.34 8.9900
7893340 40052565 334093908 323,200.00 323,056.71 323,056.71 9.9900
7893423 40064768 333930882 160,000.00 159,909.27 159,909.27 8.6100
7893431 40064784 333914358 62,000.00 61,960.93 61,960.93 11.5870
7893449 40064800 333930883 208,000.00 207,820.09 207,820.09 6.5550
7893761 40046344 333930884 340,000.00 339,754.81 339,754.81 10.9800
7894249 40064818 333914359 39,000.00 38,977.52 38,977.52 11.9900
7894280 40046351 333930886 226,100.00 225,706.11 225,706.11 6.7050
7894447 40052573 333930887 142,000.00 141,970.11 141,970.11 9.0500
7894512 40064826 333930888 56,000.00 55,954.42 55,954.42 10.4100
7894801 40064867 333914360 200,000.00 199,806.59 199,806.59 9.6000
7894926 40064875 333930889 264,000.00 263,829.26 263,829.26 7.5900
7894959 40064883 333930890 113,625.00 113,588.74 113,588.74 7.6250
7895279 40046369 333930891 464,000.00 463,710.41 463,710.41 8.3550
7895360 40064909 333930892 75,900.00 75,832.56 75,832.56 10.0000
7895436 40064917 333914361 113,000.00 112,918.85 112,918.85 10.9900
7895675 40064925 333930893 75,600.00 75,536.38 75,536.38 10.2550
7895790 40046377 333930894 216,000.00 215,897.73 215,897.73 8.6650
7895857 40064974 333930895 89,440.00 89,279.73 89,279.73 8.4350
7896053 40064990 333930897 280,000.00 279,865.06 279,865.06 8.6050
7896343 40065005 334093909 42,000.00 41,973.14 41,973.14 8.2350
7896368 40048126 333930898 217,081.00 217,011.47 217,011.47 7.6120
7896384 40046385 333930899 60,000.00 59,820.79 59,820.79 9.0500
7896418 40065013 334093910 75,600.00 75,558.40 75,558.40 8.9680
7897077 40052581 333930900 200,000.00 199,887.29 199,887.29 8.8500
7897085 40048134 333914362 65,000.00 64,933.04 64,933.04 9.3000
7897275 40046393 333930902 355,000.00 354,688.60 354,688.60 10.0600
7897317 40065047 333930903 75,950.00 75,830.96 75,830.96 7.2420
7897762 40046401 334093911 92,650.00 92,640.18 92,640.18 11.3000
7898067 40046419 333930904 127,500.00 127,478.63 127,478.63 12.0600
7898075 40046427 334093912 249,600.00 249,400.39 249,400.39 7.1250
7898190 40052599 333930905 128,100.00 128,006.44 128,006.44 7.5800
7898224 40065062 334093913 436,000.00 435,845.20 435,845.20 7.2500
7898679 40046435 334093914 88,000.00 87,962.77 87,962.77 10.2100
7898695 40052607 334093915 121,000.00 120,963.91 120,963.91 7.8600
7898745 40065070 333914363 96,900.00 96,824.71 96,824.71 10.6250
7898984 40046443 333930906 219,750.00 219,575.24 219,575.24 7.3550
7899271 40065088 333930907 81,500.00 81,429.56 81,429.56 10.1300
7899438 40065112 334093916 154,000.00 153,947.60 153,947.60 7.4000
7899966 40052649 333930908 205,000.00 204,932.20 204,932.20 7.5000
7900004 40052656 333930909 152,000.00 151,812.69 151,812.69 8.4350
7900251 40065120 333914364 51,000.00 50,951.20 50,951.20 9.6500
7900327 40065138 333930910 170,000.00 169,889.58 169,889.58 8.1600
7900517 40065153 333914365 41,427.00 41,392.11 41,392.11 10.2500
7900608 40065187 333930911 233,750.00 232,950.69 232,950.69 7.9700
7900921 40065195 333914366 51,000.00 50,890.67 50,890.67 11.6000
7901044 40065211 333930912 203,000.00 202,835.97 202,835.97 6.9000
7901564 40046450 334093917 233,800.00 233,654.82 233,654.82 8.3800
7902232 40065229 333930913 195,200.00 195,050.20 195,050.20 6.9850
7902505 40065245 333930914 400,000.00 399,857.98 399,857.98 7.2500
7902745 40065252 333930915 311,500.00 311,036.19 311,036.19 7.5000
7902927 40065260 333930916 245,000.00 244,769.54 244,769.54 6.2500
7902984 40046468 333930917 75,001.00 74,947.31 74,947.31 7.6800
7903305 40065278 334093918 256,000.00 255,899.36 255,899.36 10.5500
7903362 40046476 333930918 101,600.00 101,105.88 101,105.88 9.9600
7903487 40048142 333930919 440,000.00 439,494.46 439,494.46 8.7750
7903578 40052664 334093919 126,900.00 126,886.22 126,886.22 11.2200
7904402 40065310 333930922 427,000.00 426,646.87 426,646.87 6.9550
7904493 40046484 333930923 164,000.00 163,839.72 163,839.72 9.5500
7904600 40065328 334093920 168,000.00 167,973.51 167,973.51 10.0100
7904618 40052672 334093921 90,400.00 90,342.77 90,342.77 8.2850
7904931 40065336 333930924 72,800.00 72,776.78 72,776.78 11.5100
7905227 40065351 333930926 114,000.00 113,933.11 113,933.11 11.9100
7905425 40065377 333930927 101,250.00 101,209.15 101,209.15 10.4300
7905623 40052680 334093923 112,000.00 111,953.21 111,953.21 10.2680
7905680 40048159 333914367 79,000.00 78,933.46 78,933.46 10.2500
7905896 40046492 334093924 136,000.00 135,970.99 135,970.99 9.0050
7905946 40065385 333930928 416,500.00 415,936.93 415,936.93 7.9800
7905953 40065393 333930929 203,000.00 202,839.84 202,839.84 10.5550
7905979 40052698 333930930 84,500.00 84,472.45 84,472.45 11.4100
7906142 40065401 333930931 73,600.00 73,506.38 73,506.38 8.2800
7906183 40046500 333930932 210,000.00 209,856.85 209,856.85 7.4050
7906324 40065427 333930933 43,750.00 43,716.91 43,716.91 10.7500
7906480 40046518 333914368 45,000.00 44,949.36 44,949.36 8.8750
7906605 40065435 333930934 238,000.00 237,810.32 237,810.32 6.8500
7907207 40065476 333930935 94,500.00 94,401.64 94,401.64 9.2500
7907504 40065500 333930937 265,000.00 264,865.77 264,865.77 8.4350
7907629 40052706 334093925 302,400.00 302,168.74 302,168.74 7.3500
7907868 40046526 333930938 177,100.00 176,772.54 176,772.54 7.1000
7908049 40065518 333930939 160,000.00 159,902.16 159,902.16 8.4550
7908080 40048167 333914369 56,700.00 56,582.44 56,582.44 11.8500
7908965 40052714 333930940 152,000.00 151,756.40 151,756.40 7.1300
7909096 40052748 334093926 116,800.00 116,742.00 116,742.00 9.4550
7909146 40065534 333930941 350,000.00 349,919.01 349,919.01 8.7300
7909344 40065559 333930942 350,000.00 349,797.93 349,797.93 8.2050
7909435 40065575 333930943 161,000.00 160,896.91 160,896.91 7.6250
7910433 40065583 333930944 73,950.00 73,902.51 73,902.51 11.5000
7910532 40065591 333930945 42,900.00 42,871.70 42,871.70 11.3800
7910862 40052755 333930947 176,000.00 175,973.08 175,973.08 10.1100
7910870 40048175 334093927 329,000.00 328,865.58 328,865.58 6.7500
7911399 40052789 333930948 240,000.00 239,819.01 239,819.01 7.4200
7911621 40065609 333930949 204,000.00 203,939.06 203,939.06 7.8550
7912082 40046534 334093928 92,000.00 91,948.26 91,948.26 8.8600
7912397 40052805 333930950 204,000.00 203,862.84 203,862.84 7.9900
7912603 40065625 333914370 27,000.00 26,972.17 26,972.17 9.3000
7913056 40065633 333930952 552,500.00 552,066.41 552,066.41 6.9050
7913080 40046542 333930953 54,000.00 53,801.13 53,801.13 12.9300
7913171 40052839 333930954 160,000.00 159,970.65 159,970.65 9.5100
7913551 40052870 333930955 138,750.00 138,702.79 138,702.79 7.4000
7913650 40065641 334093929 151,500.00 151,467.46 151,467.46 8.9820
7913940 40065658 333930956 84,000.00 83,963.31 83,963.31 10.0600
7914260 40052912 333930957 218,400.00 218,069.18 218,069.18 7.4140
7914583 40046559 333914371 54,000.00 53,968.95 53,968.95 12.0000
7914609 40065666 334093930 332,500.00 332,219.85 332,219.85 6.6500
7914682 40046567 334093931 155,000.00 154,964.10 154,964.10 8.7270
7914906 40065674 333930958 281,000.00 280,847.80 280,847.80 8.2050
7915119 40065682 334093932 487,500.00 487,349.91 487,349.91 7.7500
7915648 40065740 333930959 110,000.00 109,848.25 109,848.25 7.8800
7915754 40065757 333930960 384,000.00 383,823.98 383,823.98 8.7750
7915887 40046575 333930961 170,000.00 169,825.26 169,825.26 9.3100
7916026 40065773 333914372 28,750.00 28,724.62 28,724.62 10.0300
7916075 40048183 333930962 111,250.00 111,156.39 111,156.39 10.2550
7916240 40052938 334093933 73,800.00 73,771.61 73,771.61 10.6500
7916349 40052946 334093934 444,000.00 443,643.17 443,643.17 7.1000
7916836 40065799 333930963 235,000.00 234,946.81 234,946.81 8.8050
7916976 40046583 333930964 162,400.00 162,131.94 162,131.94 6.9800
7916984 40046591 333930965 113,400.00 113,318.58 113,318.58 10.9900
7917255 40065807 334093935 176,000.00 175,925.13 175,925.13 6.6050
7917347 40065815 333914373 90,000.00 89,753.83 89,753.83 9.7500
7917362 40052953 333930966 109,900.00 109,818.44 109,818.44 7.5000
7917826 40052961 333930967 79,050.00 79,010.95 79,010.95 9.4800
7917834 40065823 333930968 75,750.00 75,712.68 75,712.68 8.5300
7918055 40052995 334093936 207,880.00 207,845.12 207,845.12 9.8050
7918154 40065831 333930969 141,680.00 141,583.57 141,583.57 7.9300
7918204 40065849 333914374 60,000.00 59,869.48 59,869.48 11.4900
7918691 40046609 333930970 72,500.00 72,455.44 72,455.44 11.7000
7918766 40053001 333930971 128,000.00 127,786.63 127,786.63 6.9300
7918972 40053019 334093937 121,450.00 121,433.41 121,433.41 10.4800
7919285 40065856 333930972 66,000.00 65,964.08 65,964.08 12.2500
7919350 40065898 333930973 410,000.00 409,689.89 409,689.89 10.7500
7919897 40048191 333914375 72,000.00 71,944.05 71,944.05 10.6250
7920077 40048209 334093939 156,000.00 155,902.54 155,902.54 8.3500
7920390 40046617 333930976 392,000.00 391,797.92 391,797.92 8.3750
7920549 40065906 333930977 50,001.00 49,947.68 49,947.68 9.1350
7920606 40065914 333930978 20,000.00 19,908.70 19,908.70 10.6500
7920697 40046625 333914376 42,000.00 41,967.80 41,967.80 10.6880
7920713 40065948 333914377 61,000.00 60,933.11 60,933.11 9.0000
7921182 40046633 333930979 33,000.00 32,971.94 32,971.94 10.2050
7921208 40053027 334093940 76,000.00 75,951.38 75,951.38 8.2350
7921265 40046641 334093941 223,000.00 222,932.56 222,932.56 7.8120
7921679 40046658 333930980 57,750.00 57,716.77 57,716.77 12.0000
7921786 40046666 334093942 165,000.00 164,914.99 164,914.99 9.2800
7921927 40065955 334093943 65,800.00 65,775.23 65,775.23 10.7500
7922016 40065963 333930981 130,900.00 130,823.21 130,823.21 7.9300
7922958 40065971 333930983 66,500.00 66,400.59 66,400.59 7.4800
7923204 40066003 333930984 112,000.00 111,823.71 111,823.71 7.2260
7923352 40066029 333930985 588,000.00 587,779.54 587,779.54 9.4500
7923923 40066060 333914378 58,200.00 58,161.78 58,161.78 11.4000
7924376 40046674 333930986 300,001.00 299,944.64 299,944.64 9.4300
7924814 40066078 333930987 256,000.00 255,940.49 255,940.49 8.7150
7924830 40066086 333930988 170,000.00 169,782.43 169,782.43 8.2500
7924921 40066094 333930989 42,400.00 42,176.06 42,176.06 9.0500
7925340 40066102 334093944 124,500.00 124,476.11 124,476.11 9.3600
7925845 40053035 333930990 365,000.00 364,916.28 364,916.28 8.7600
7926157 40066136 333930991 156,000.00 155,908.74 155,908.74 8.3300
7926249 40066169 333930992 271,000.00 270,821.97 270,821.97 7.5350
7927247 40053043 334093945 85,400.00 85,365.40 85,365.40 10.4100
7927288 40048217 333930993 260,000.00 259,838.56 259,838.56 8.3800
7927619 40053068 334093946 154,125.00 154,036.50 154,036.50 8.7600
7927791 40053076 334093947 115,200.00 115,116.62 115,116.62 7.6250
7928500 40066177 333914379 33,000.00 32,857.53 32,857.53 11.2500
7928518 40066185 333930994 165,000.00 164,889.96 164,889.96 8.0300
7929151 40053100 334093948 83,000.00 82,966.37 82,966.37 10.4100
7929771 40046682 333930995 191,250.00 191,168.71 191,168.71 9.0300
7930175 40053118 333930996 50,001.00 49,950.14 49,950.14 9.3600
7930183 40048225 333930997 260,600.00 260,542.31 260,542.31 8.8800
7930381 40048233 333914380 96,000.00 95,608.24 95,608.24 11.8500
7930456 40066193 333914381 61,000.00 60,970.82 60,970.82 12.8250
7930498 40046690 333914382 25,250.00 25,237.57 25,237.57 12.7000
7930514 40066201 333930998 200,000.00 199,845.75 199,845.75 10.6600
7930621 40066219 334093949 190,000.00 189,907.72 189,907.72 9.5600
7930688 40046708 333914383 83,500.00 83,425.80 83,425.80 10.0000
7930738 40066227 334093950 362,800.00 362,737.16 362,737.16 9.7000
7931025 40066243 333930999 259,000.00 258,842.28 258,842.28 7.8000
7931090 40046716 333931000 30,000.00 29,979.65 29,979.65 11.2500
7931207 40066276 333914384 51,500.00 51,471.02 51,471.02 12.1000
7931447 40066284 334093951 176,000.00 175,697.57 175,697.57 6.7750
7931900 40066292 334093952 456,200.00 456,039.44 456,039.44 11.0600
7931975 40048241 333931001 117,000.00 116,833.46 116,833.46 7.7250
7932205 40066300 333931002 272,550.00 272,360.22 272,360.22 7.3300
7932668 40048258 333914385 79,500.00 79,407.24 79,407.24 8.7000
7932676 40046724 333931004 381,000.00 380,658.43 380,658.43 6.4250
7932684 40046732 333931005 77,000.00 76,900.04 76,900.04 8.1800
7932718 40066318 333931006 328,000.00 327,900.46 327,900.46 7.8000
7932809 40053126 333931007 162,500.00 162,378.79 162,378.79 7.4750
7932866 40048266 334093953 34,600.00 34,586.97 34,586.97 10.7500
7933054 40053209 334093954 100,001.00 99,931.27 99,931.27 7.8100
7933153 40066334 333931008 440,000.00 439,661.86 439,661.86 6.9800
7933161 40046740 334093955 352,000.00 351,872.34 351,872.34 7.1750
7933294 40048274 334093956 265,000.00 264,940.37 264,940.37 8.8250
7933385 40053217 334093957 84,000.00 83,975.75 83,975.75 11.9600
7933419 40066367 333931009 250,000.00 249,862.64 249,862.64 8.9720
7933708 40066375 333931010 333,750.00 333,413.36 333,413.36 9.4000
7933880 40046757 333931011 133,000.00 132,973.79 132,973.79 9.2700
7933948 40066383 333914387 55,000.00 54,756.73 54,756.73 10.9900
7934656 40066391 333931012 34,800.00 34,774.40 34,774.40 10.8800
7934805 40066417 333914388 50,100.00 50,055.38 50,055.38 9.9900
7935067 40046765 333931013 62,500.00 62,413.46 62,413.46 10.3600
7935083 40046773 333931014 40,400.00 40,361.57 40,361.57 9.6800
7935109 40066425 333931015 111,000.00 110,937.55 110,937.55 12.1000
7935117 40066433 333931016 180,500.00 180,418.43 180,418.43 9.9000
7935216 40053225 334093960 64,400.00 64,350.80 64,350.80 7.3550
7935570 40053233 333931017 98,000.00 97,844.49 97,844.49 7.1800
7935737 40066441 333931018 132,000.00 131,917.95 131,917.95 8.3750
7935786 40046781 333914389 55,000.00 54,962.68 54,962.68 11.2500
7935794 40046799 334093961 191,250.00 191,180.14 191,180.14 7.1500
7935950 40066490 334093962 95,480.00 95,405.96 95,405.96 7.2800
7936057 40066516 333931019 512,000.00 511,683.72 511,683.72 7.7500
7936149 40066524 333931020 458,500.00 458,350.54 458,350.54 11.4100
7936669 40053258 334093963 105,000.00 104,939.71 104,939.71 8.7600
7936867 40053266 333931021 65,000.00 64,952.52 64,952.52 7.5800
7937345 40053274 333931023 351,750.00 351,532.48 351,532.48 8.4000
7937469 40046807 334093964 167,200.00 167,087.62 167,087.62 7.9920
7937642 40066532 333931024 38,000.00 37,955.48 37,955.48 8.6800
7937691 40053282 334093965 240,000.00 239,925.04 239,925.04 7.7000
7938095 40046815 333931025 121,000.00 120,880.49 120,880.49 9.5000
7938681 40046823 334093966 153,000.00 152,871.45 152,871.45 6.8750
7939291 40048282 333931026 229,600.00 229,545.20 229,545.20 8.6250
7939457 40053290 333931027 178,400.00 178,329.86 178,329.86 10.5500
7939820 40066540 334093967 187,600.00 187,520.75 187,520.75 6.6300
7940257 40066565 333914390 115,000.00 114,880.30 114,880.30 9.2500
7940901 40066573 333914391 39,000.00 38,839.33 38,839.33 11.7500
7941040 40066581 334093969 280,000.00 279,920.94 279,920.94 8.0500
7941214 40066599 333914392 24,600.00 24,537.01 24,537.01 10.2500
7941339 40066615 333931028 79,000.00 78,913.36 78,913.36 9.0000
7941685 40048290 333931029 103,600.00 103,565.48 103,565.48 11.3100
7941727 40066680 333914393 120,000.00 119,874.30 119,874.30 9.2500
7941743 40066698 333931030 25,050.00 25,030.16 25,030.16 10.5400
7942063 40066706 333931031 17,000.00 16,985.52 16,985.52 10.2000
7942691 40066730 333931032 32,000.00 31,977.01 31,977.01 10.9900
7942725 40053308 333931033 57,800.00 57,771.27 57,771.27 12.6550
7942816 40066755 334093970 50,000.00 49,985.56 49,985.56 11.9600
7943178 40066789 333914394 28,000.00 27,981.97 27,981.97 11.4900
7943301 40066797 334093971 146,250.00 146,188.80 146,188.80 10.2600
7944002 40066805 333931034 252,000.00 251,855.34 251,855.34 8.0050
7944077 40046831 334093972 476,000.00 475,877.74 475,877.74 8.3750
7944127 40066813 333914395 25,000.00 24,930.02 24,930.02 10.6000
7944176 40046849 333914396 45,000.00 44,975.51 44,975.51 12.2500
7944317 40066821 333931035 227,000.00 226,668.71 226,668.71 7.6000
7944564 40048308 333931036 311,250.00 311,131.03 311,131.03 10.6800
7945496 40046856 333931038 18,480.00 18,464.86 18,464.86 10.3800
7945553 40066839 333931039 110,000.00 109,891.36 109,891.36 9.5000
7945967 40046864 333931040 71,600.00 71,555.01 71,555.01 11.6000
7946049 40066854 333931041 264,000.00 263,208.07 263,208.07 6.3750
7946247 40066862 333914398 36,000.00 35,969.67 35,969.67 10.2500
7946304 40066870 333914399 74,800.00 74,749.80 74,749.80 11.3000
7946544 40053316 333931043 303,576.00 303,472.85 303,472.85 7.4050
7946569 40048316 333931044 231,000.00 230,948.72 230,948.72 8.8700
7947039 40066888 333931045 36,400.00 36,223.45 36,223.45 9.9900
7947153 40066896 333931046 70,800.00 70,456.62 70,456.62 9.9900
7947617 40053324 334093973 111,200.00 111,186.37 111,186.37 10.8300
7947930 40066938 333914400 94,000.00 93,902.15 93,902.15 9.2500
7948037 40053332 334093974 136,100.00 136,052.42 136,052.42 7.3050
7948094 40046872 333914401 24,700.00 24,677.77 24,677.77 9.9400
7948169 40046880 333931047 56,100.00 56,050.15 56,050.15 10.0000
7948474 40046898 334093975 592,000.00 591,764.77 591,764.77 6.8500
7949001 40066961 334093976 104,400.00 104,375.69 104,375.69 8.7100
7949357 40066979 333931048 287,000.00 286,797.93 286,797.93 11.0800
7949605 40066995 333931049 495,000.00 494,729.06 494,729.06 8.9900
7949696 40046906 334093977 104,800.00 104,740.13 104,740.13 8.7850
7949845 40067001 334093978 62,000.00 61,950.50 61,950.50 10.5000
7950355 40067019 333931051 95,400.00 95,350.36 95,350.36 12.4500
7950488 40046914 333914402 132,000.00 131,925.75 131,925.75 12.1000
7950504 40067027 333931052 49,250.00 49,166.67 49,166.67 10.6300
7950512 40067050 333931053 85,000.00 84,876.23 84,876.23 8.7300
7950546 40067068 333931054 24,000.00 23,979.33 23,979.33 10.1500
7950561 40048324 333931055 265,000.00 264,759.49 264,759.49 9.9000
7950611 40067084 333914403 24,600.00 24,577.55 24,577.55 9.8750
7950637 40067092 333914404 39,000.00 38,971.29 38,971.29 10.8750
7951254 40067118 334093979 250,000.00 249,835.79 249,835.79 8.1050
7951387 40046922 334093980 180,800.00 180,678.49 180,678.49 7.9920
7951486 40048332 333931056 48,000.00 47,951.80 47,951.80 9.6250
7951510 40053340 334093981 93,750.00 93,704.94 93,704.94 9.6100
7951569 40046930 333931057 160,000.00 159,956.50 159,956.50 8.1800
7951650 40067126 333931058 24,400.00 24,382.08 24,382.08 10.8900
7951692 40053357 333931059 117,600.00 117,537.87 117,537.87 9.1600
7952179 40053365 334093982 64,000.00 63,973.78 63,973.78 10.3600
7952468 40046948 334093983 348,750.00 348,686.42 348,686.42 9.5300
7952534 40053381 333931060 333,600.00 333,365.73 333,365.73 7.3000
7952542 40067142 334093984 47,100.00 47,081.78 47,081.78 10.6250
7952591 40053407 333931061 122,500.00 122,404.05 122,404.05 7.2300
7952617 40067159 334093985 70,400.00 70,368.76 70,368.76 9.9850
7953474 40053423 333931062 189,000.00 188,842.93 188,842.93 6.9300
7953524 40067167 333931063 225,000.00 224,960.86 224,960.86 9.6850
7954001 40053449 334093986 320,000.00 319,808.12 319,808.12 8.5500
7954209 40053456 334093987 244,000.00 243,845.36 243,845.36 8.2800
7954936 40067183 333931064 119,000.00 118,972.37 118,972.37 8.7200
7955172 40046955 334093988 88,000.00 87,969.45 87,969.45 7.3300
7955966 40053464 334093989 81,250.00 81,183.13 81,183.13 6.9800
7956170 40046963 333931065 304,000.00 303,921.92 303,921.92 8.3750
7956790 40067191 333914407 22,400.00 22,382.07 22,382.07 10.4900
7956899 40046971 333931066 58,400.00 58,363.31 58,363.31 11.6000
7956923 40067209 333914408 43,500.00 43,459.23 43,459.23 9.7500
7957038 40067217 333931067 150,000.00 149,921.19 149,921.19 8.3100
7957368 40046989 334093990 348,750.00 348,632.33 348,632.33 7.4300
7957855 40067241 334093991 80,400.00 80,365.40 80,365.40 10.1300
7957871 40053480 333931068 424,000.00 423,876.24 423,876.24 7.9350
7958515 40053498 333931069 96,000.00 95,918.63 95,918.63 6.8300
7958861 40046997 334093992 95,000.00 94,962.24 94,962.24 10.5000
7958945 40067258 333914409 29,520.00 29,392.55 29,392.55 11.2500
7959000 40067274 334093993 40,725.00 40,693.38 40,693.38 10.6300
7959224 40053506 333914410 52,500.00 52,448.70 52,448.70 9.5520
7959497 40067282 333931070 57,600.00 57,059.82 57,059.82 11.2500
7959661 40053514 334093994 140,000.00 139,683.66 139,683.66 10.7100
7959794 40053530 334093995 53,100.00 53,073.14 53,073.14 9.3680
7960578 40047003 333914411 59,980.00 59,815.09 59,815.09 9.7500
7960586 40048340 333931071 123,500.00 123,384.29 123,384.29 9.7500
7960982 40047011 334093996 57,400.00 57,364.39 57,364.39 8.3850
7961055 40067290 333914412 44,000.00 43,967.25 43,967.25 10.8250
7961402 40067308 333931072 324,000.00 323,936.33 323,936.33 9.2800
7962483 40047029 333914413 92,500.00 92,398.36 92,398.36 8.9900
7962996 40053555 334093997 68,000.00 67,958.68 67,958.68 8.4850
7963507 40067316 334093998 190,000.00 189,860.54 189,860.54 7.5550
7963515 40067324 333931073 64,500.00 64,452.51 64,452.51 10.8750
7963812 40067332 334093999 54,400.00 54,374.34 54,374.34 9.7000
7964208 40067357 333931074 96,000.00 95,988.34 95,988.34 10.8600
7964828 40067373 334094000 328,000.00 327,889.34 327,889.34 7.4300
7965015 40053589 333931076 50,001.00 49,983.96 49,983.96 11.2100
7965080 40047037 333931077 193,600.00 193,572.78 193,572.78 10.3850
7965288 40067399 334094001 61,500.00 61,475.02 61,475.02 10.4000
7966401 40067407 334094002 328,000.00 327,769.89 327,769.89 7.7800
7966476 40048357 333931078 251,250.00 251,160.79 251,160.79 7.2500
7966930 40067415 333931079 332,500.00 332,376.14 332,376.14 7.0800
7967003 40067449 333931080 60,000.00 59,960.48 59,960.48 8.0920
7967581 40067456 333931081 23,000.00 22,979.51 22,979.51 9.9900
7967789 40053597 334094003 106,500.00 106,467.60 106,467.60 11.7230
7967821 40067464 333914414 66,000.00 65,927.63 65,927.63 9.0000
7968621 40067480 333931082 247,000.00 246,880.53 246,880.53 9.5800
7969298 40053605 334094004 104,000.00 103,933.64 103,933.64 8.2470
7969652 40067498 333931083 249,600.00 249,336.38 249,336.38 9.1800
7969702 40053613 334094005 72,000.00 71,967.61 71,967.61 9.9220
7969884 40047045 333931084 69,000.00 68,931.85 68,931.85 9.5000
7970932 40053621 334094007 126,000.00 125,887.85 125,887.85 6.5800
7971286 40053639 333931085 273,000.00 272,906.44 272,906.44 7.3750
7971492 40047052 333931086 343,000.00 342,701.69 342,701.69 10.1000
7972003 40067506 333931087 437,500.00 437,403.15 437,403.15 8.8800
7972029 40053647 333931088 185,600.00 185,462.39 185,462.39 7.5050
7972276 40047060 333931089 185,250.00 185,105.62 185,105.62 6.9300
7973092 40047078 333931090 293,000.00 292,583.40 292,583.40 7.7300
7973621 40067530 333931091 150,000.00 149,979.04 149,979.04 10.4050
7973936 40067548 334094008 110,600.00 110,517.91 110,517.91 7.5000
7974025 40053662 334094009 148,750.00 148,732.05 148,732.05 10.8800
7974850 40053670 334094010 97,125.00 97,092.41 97,092.41 7.4500
7975360 40067555 334094011 54,000.00 53,954.99 53,954.99 10.3000
7976509 40067563 334094013 300,000.00 299,913.81 299,913.81 7.9900
7976665 40047086 334094014 100,800.00 100,779.89 100,779.89 9.2300
7977275 40053688 333931092 331,500.00 331,346.32 331,346.32 9.7800
7977358 40067571 334094015 226,100.00 226,026.81 226,026.81 7.5750
7978034 40067621 333931093 160,000.00 159,904.89 159,904.89 8.5920
7978430 40053704 333931094 156,800.00 156,669.04 156,669.04 6.9050
7978828 40067639 333914415 54,000.00 53,946.65 53,946.65 9.5000
7979412 40067647 333931095 184,000.00 183,922.84 183,922.84 10.2500
7979818 40067654 333931096 199,430.00 199,376.49 199,376.49 8.2250
7979917 40067670 333931097 189,000.00 188,924.15 188,924.15 10.4550
7979990 40053712 333931098 136,000.00 135,902.03 135,902.03 7.2100
7980063 40053720 333931099 301,000.00 300,793.89 300,793.89 7.9000
7980410 40067696 333914416 131,250.00 131,105.76 131,105.76 8.9900
7980931 40053746 334094016 52,000.00 51,986.24 51,986.24 12.3500
7981681 40047094 333931100 161,000.00 160,840.30 160,840.30 6.0550
7981699 40047102 334094017 487,500.00 487,324.05 487,324.05 7.1920
7981780 40053753 334094018 318,750.00 318,567.75 318,567.75 8.7800
7981889 40053761 334094019 112,000.00 111,972.73 111,972.73 12.7230
7982101 40067704 334094020 387,000.00 386,952.57 386,952.57 10.8300
7982226 40067720 333931101 140,400.00 140,379.17 140,379.17 10.2100
7982317 40067738 333931102 238,000.00 237,975.60 237,975.60 11.4050
7982408 40053779 333931103 244,800.00 244,725.95 244,725.95 10.1600
7984628 40067746 333914417 33,000.00 32,977.27 32,977.27 11.1840
7985724 40053811 334094021 68,800.00 68,778.29 68,778.29 11.5600
7985880 40048365 333914418 27,750.00 27,565.41 27,565.41 10.0000
7986292 40067753 334094022 80,400.00 80,368.93 80,368.93 10.6300
7986375 40053837 333931104 151,200.00 151,140.84 151,140.84 6.9050
7986631 40067779 334094023 123,250.00 123,166.96 123,166.96 7.9800
7988330 40067795 334094025 172,000.00 171,862.45 171,862.45 7.1250
7988603 40053886 334094026 375,000.00 374,910.76 374,910.76 8.6350
7989908 40067803 334094027 244,000.00 243,876.13 243,876.13 9.3500
7989965 40053894 334094028 171,500.00 171,456.65 171,456.65 8.4300
7990823 40067829 333931106 81,000.00 80,944.11 80,944.11 7.8630
7991854 40067845 334094029 375,000.00 374,839.38 374,839.38 6.5800
7992464 40047110 334094030 170,000.00 169,963.52 169,963.52 8.9850
7992852 40067878 334094031 306,000.00 305,943.71 305,943.71 9.5000
7993124 40053902 334094032 118,000.00 117,957.86 117,957.86 7.2300
7993223 40067886 333931107 150,000.00 149,919.92 149,919.92 9.1100
7993348 40067894 334094033 125,000.00 124,942.66 124,942.66 9.8300
7994155 40053928 334094034 70,400.00 70,374.47 70,374.47 10.9220
7994718 40067902 334094035 83,000.00 82,952.05 82,952.05 8.7300
7994981 40053936 334094036 207,000.00 206,917.74 206,917.74 10.5000
7995061 40053944 334094037 219,600.00 219,531.02 219,531.02 7.6800
7995335 40067944 334094038 27,270.00 27,259.73 27,259.73 10.7500
7995590 40053951 334094039 344,000.00 343,909.82 343,909.82 8.3050
7995632 40067951 334094040 364,000.00 363,855.85 363,855.85 6.8620
7996168 40047128 334094041 414,000.00 413,904.91 413,904.91 8.7550
7996366 40047136 334094042 280,000.00 279,948.49 279,948.49 9.5000
7996499 40048373 333931108 200,250.00 200,186.11 200,186.11 10.0300
7997257 40067977 333931109 217,000.00 216,943.28 216,943.28 8.3150
7999006 40067985 334094043 157,500.00 157,444.47 157,444.47 7.2750
7999048 40067993 333931110 58,500.00 58,474.46 58,474.46 13.2300
7999253 40068009 334094044 46,400.00 46,382.07 46,382.07 10.6300
7999964 40053985 334094045 100,000.00 99,944.57 99,944.57 8.9300
8000804 40068017 333931111 346,500.00 346,241.02 346,241.02 10.8050
8001372 40054009 333931112 286,400.00 286,313.34 286,313.34 7.8100
8001976 40054017 334094046 320,000.00 319,965.89 319,965.89 11.2800
8004418 40068058 334094047 250,000.00 249,904.75 249,904.75 7.0000
8005126 40054025 334094048 94,400.00 94,318.00 94,318.00 6.7050
8005167 40068108 334094049 28,500.00 28,488.18 28,488.18 10.3000
8005183 40054041 333931113 300,000.00 299,902.19 299,902.19 7.5500
8005670 40048381 334094050 105,000.00 104,957.18 104,957.18 10.3800
8007700 40054058 334094051 159,000.00 158,885.04 158,885.04 7.6300
8008054 40054090 333931114 185,500.00 185,396.21 185,396.21 8.8850
8009268 40047144 333931115 260,000.00 259,921.54 259,921.54 11.7600
8009375 40047151 333931116 100,000.00 99,977.00 99,977.00 8.7500
8009441 40054108 334094052 297,500.00 297,414.58 297,414.58 7.9920
8009557 40068124 334094053 40,500.00 40,407.80 40,407.80 10.6300
8010431 40068132 334094054 78,500.00 78,451.01 78,451.01 8.3550
8011363 40047169 334094056 247,200.00 247,052.69 247,052.69 8.5800
8011652 40068140 334094057 39,750.00 39,733.33 39,733.33 10.2500
8011819 40068199 334094058 160,000.00 159,894.37 159,894.37 8.0800
8012353 40068223 333931117 242,400.00 242,114.21 242,114.21 8.6500
8012411 40068231 333931118 277,500.00 277,393.98 277,393.98 6.9900
8013773 40047177 334094060 172,000.00 171,849.13 171,849.13 6.6550
8014110 40068249 334094061 157,000.00 156,867.57 156,867.57 6.8550
8015026 40068256 334094062 193,500.00 193,426.28 193,426.28 7.0000
8016180 40047185 334094063 22,500.00 22,491.34 22,491.34 10.6500
8017295 40047193 334094064 101,050.00 101,032.01 101,032.01 9.6100
8017881 40047201 334094065 352,000.00 351,860.13 351,860.13 6.8500
8018376 40047219 334094067 199,000.00 198,925.87 198,925.87 7.0800
8022014 40068272 334094068 238,000.00 237,906.74 237,906.74 6.9000
8022469 40068280 334094069 72,500.00 72,472.70 72,472.70 10.7500
8022865 40054116 334094070 152,000.00 151,893.79 151,893.79 7.8000
8024689 40047227 334094072 127,500.00 126,547.53 126,547.53 10.8100
8025553 40068298 334094073 204,750.00 204,659.22 204,659.22 9.9900
8026023 40068306 334094075 412,500.00 412,378.54 412,378.54 7.9050
8026072 40047235 334094076 147,000.00 146,927.08 146,927.08 9.4600
8028367 40047243 334094077 384,000.00 383,872.05 383,872.05 11.3100
8028623 40054124 334094078 56,250.00 56,227.69 56,227.69 10.5100
8028631 40068314 334094079 157,600.00 157,555.83 157,555.83 8.0750
8029134 40068322 334094080 106,200.00 106,145.63 106,145.63 9.3100
8029712 40068348 334094081 104,520.00 104,479.17 104,479.17 10.5800
8031270 40047250 334094082 93,000.00 92,939.68 92,939.68 8.1670
8032054 40054132 334094083 135,000.00 134,912.67 134,912.67 8.1800
8032732 40068355 334094084 109,500.00 109,457.69 109,457.69 10.6300
8033326 40068363 334094085 240,000.00 239,957.03 239,957.03 9.5900
8037087 40054140 334094086 307,500.00 307,438.11 307,438.11 9.2000
8039075 40047268 334094087 340,000.00 339,939.31 339,939.31 9.6000
8039737 40054165 334094088 158,200.00 158,142.70 158,142.70 7.1800
8048571 40054173 334094089 370,000.00 369,905.10 369,905.10 8.3800
8048654 40068389 334094090 269,500.00 269,428.83 269,428.83 8.2800
8049058 40068397 334094091 144,000.00 143,956.04 143,956.04 7.7800
8049827 40068405 334094092 274,400.00 274,313.43 274,313.43 8.9800
8052482 40068413 334094093 27,600.00 27,537.17 27,537.17 10.6300
8054041 40068421 334094094 286,000.00 285,932.94 285,932.94 8.6850
8055428 40054181 334094095 159,000.00 158,937.78 158,937.78 6.9050
8061384 40054199 334094096 210,000.00 209,954.60 209,954.60 8.9600
8066987 40048399 334094098 98,000.00 97,960.03 97,960.03 10.3800
8069478 40068439 334094099 320,000.00 319,915.37 319,915.37 8.2750
8073793 40047276 334094100 250,400.00 250,297.69 250,297.69 6.7500
8080871 40054207 334094101 194,000.00 193,873.73 193,873.73 8.1500
8086464 40047284 334094102 31,500.00 31,486.66 31,486.66 10.2050
8103608 40068447 334094103 79,000.00 78,969.61 78,969.61 10.6500
ORIGINAL CURRENT ORIGINATION FIRST PAY
LOAN NUMBER CURRENT RATE SERVICING LPMI NET RATE PAYMENT PI DATE DATE
---------------------------------------------------------------------------------------------------------------------------
4857892 12.0000 0.5 0 11.48 352.55 352.55 09/07/05 10/01/05
5186036 9.9600 0.5 0 9.44 365.71 365.71 11/03/05 12/01/05
5200993 11.8350 0.5 0 11.315 845.77 845.77 11/04/05 12/01/05
5206479 9.6050 0.5 0 9.085 2043.98 2043.98 07/18/06 09/01/06
5367073 8.3200 0.5 0 7.8 2699.61 2699.61 11/02/05 12/01/05
5401757 9.9900 0.5 0 9.47 613.34 613.34 11/03/05 12/01/05
5439591 12.0000 0.5 0 11.48 619.23 619.23 10/19/05 12/01/05
5612775 10.2500 0.5 0 9.73 3691.94 3691.94 12/05/05 01/01/06
5858618 8.0600 0.5 0 7.54 395.55 395.55 12/30/05 02/01/06
6003735 11.1620 0.5 0 10.642 651.1 651.1 03/21/06 05/01/06
6142566 10.6500 0.5 0 10.13 151.28 151.28 01/24/06 03/01/06
6230817 11.3700 0.5 0 10.85 827.45 827.45 02/28/06 04/01/06
6252779 8.4000 0.5 0 7.88 700.89 700.89 03/02/06 04/01/06
6272199 9.0850 0.5 0 8.565 283.77 283.77 02/21/06 04/01/06
6317036 7.8550 0.5 0 7.335 788.82 788.82 03/14/06 05/01/06
6332340 8.2600 0.5 0 7.74 1425.74 1425.74 03/20/06 05/01/06
6345805 8.9000 0.5 0 8.38 1618.99 1618.99 03/15/06 05/01/06
6351803 8.6300 0.5 0 8.11 641.2 641.2 02/21/06 04/01/06
6355051 11.3600 0.5 0 10.84 377.16 377.16 04/13/06 06/01/06
6376172 11.3500 0.5 0 10.83 156.62 156.62 03/27/06 05/01/06
6410179 8.9750 0.5 0 8.455 1415.77 1415.77 03/15/06 05/01/06
6429682 9.6100 0.5 0 9.09 325.98 325.98 03/21/06 05/01/06
6435804 8.2800 0.5 0 7.76 1646.13 1646.13 03/09/06 05/01/06
6450654 7.8300 0.5 0 7.31 1039.61 1039.61 03/16/06 05/01/06
6454938 6.3800 0.5 0 5.86 767.77 767.77 03/29/06 05/01/06
6465090 7.4120 0.5 0 6.892 733.03 733.03 03/02/06 04/01/06
6487235 10.3100 0.5 0 9.79 432.28 432.28 03/06/06 04/01/06
6523138 9.5600 0.5 0 9.04 1183.33 1183.33 03/17/06 05/01/06
6528129 8.5200 0.5 0 8 819.64 819.64 03/09/06 05/01/06
6557987 9.4300 0.5 0 8.91 1036.34 1036.34 03/21/06 05/01/06
6561724 10.5700 0.5 0 10.05 791.18 791.18 03/14/06 05/01/06
6569370 11.8600 0.5 0 11.34 610.71 610.71 03/09/06 05/01/06
6577886 8.0050 0.5 0 7.485 792.85 792.85 06/06/06 07/01/06
6598569 8.9700 0.5 0 8.45 898.76 898.76 03/09/06 05/01/06
6604011 8.6630 0.5 0 8.143 1299.44 1299.44 05/19/06 07/01/06
6608988 8.9900 0.5 0 8.47 1084.87 1084.87 05/31/06 07/01/06
6629521 9.8400 0.5 0 9.32 1102.22 1102.22 03/15/06 05/01/06
6633291 7.1800 0.5 0 6.66 768.22 768.22 03/15/06 05/01/06
6647721 10.4000 0.5 0 9.88 448.2 448.2 03/22/06 05/01/06
6653703 8.5000 0.5 0 7.98 1788.75 1788.75 03/15/06 05/01/06
6668883 7.4800 0.5 0 6.96 2009.8 2009.8 03/24/06 05/01/06
6681308 8.2300 0.5 0 7.71 518.8 518.8 03/23/06 05/01/06
6688345 7.1600 0.5 0 6.64 2569.12 2569.12 03/30/06 05/01/06
6705263 11.0100 0.5 0 10.49 666.97 666.97 04/04/06 05/01/06
6712343 10.4600 0.5 0 9.94 656.46 656.46 03/30/06 05/01/06
6730360 10.1800 0.5 0 9.66 724.75 724.75 05/01/06 06/01/06
6745947 9.5200 0.5 0 9 1179.24 1179.24 08/10/06 10/01/06
6750608 12.0600 0.5 0 11.54 526.95 526.95 04/18/06 06/01/06
6751572 9.8600 0.5 0 9.34 519.54 519.54 04/03/06 05/01/06
6757140 8.2550 0.5 0 7.735 595.29 595.29 04/04/06 05/01/06
6763387 9.2000 0.5 0 8.68 2080.4 2080.4 03/29/06 05/01/06
6768220 9.3200 0.5 0 8.8 993.31 993.31 03/28/06 05/01/06
6786180 7.7700 0.5 0 7.25 1035.48 1035.48 05/22/06 07/01/06
6805048 6.9800 0.5 0 6.46 941.05 941.05 04/11/06 06/01/06
6815526 8.8700 0.5 0 8.35 1654.14 1654.14 04/05/06 05/01/06
6823421 9.2100 0.5 0 8.69 1082.11 1082.11 03/30/06 05/01/06
6825319 7.9150 0.5 0 7.395 2506.42 2506.42 03/24/06 05/01/06
6825947 8.8900 0.5 0 8.37 439.16 439.16 06/05/06 07/01/06
6828263 8.6700 0.5 0 8.15 1593.23 1593.23 04/06/06 06/01/06
6842181 9.8000 0.5 0 9.28 1033.51 1033.51 04/13/06 06/01/06
6843429 7.5700 0.5 0 7.05 237.94 237.94 08/02/06 09/01/06
6844054 10.7500 0.5 0 10.23 2275.36 2275.36 05/01/06 06/01/06
6846968 11.0100 0.5 0 10.49 770.09 770.09 04/25/06 06/01/06
6853022 9.7500 0.5 0 9.23 429.59 429.59 04/20/06 06/01/06
6864664 8.2550 0.5 0 7.735 725.95 725.95 04/11/06 06/01/06
6874036 6.0370 0.5 0 5.517 1663.92 1663.92 05/01/06 06/01/06
6875322 11.4600 0.5 0 10.94 582.08 582.08 04/26/06 06/01/06
6881460 8.1050 0.5 0 7.585 1897.21 1897.21 04/06/06 05/01/06
6882286 11.5000 0.5 0 10.98 722.92 722.92 05/04/06 06/01/06
6895742 9.6600 0.5 0 9.14 1381.14 1381.14 05/17/06 07/01/06
6898050 9.5600 0.5 0 9.04 979.22 979.22 05/02/06 06/01/06
6911267 7.3300 0.5 0 6.81 856.96 856.96 05/01/06 06/01/06
6913701 10.2500 0.5 0 9.73 401.46 401.46 05/30/06 07/01/06
6918411 7.7800 0.5 0 7.26 1303.41 1303.41 04/27/06 06/01/06
6924849 10.6600 0.5 0 10.14 672.37 672.37 06/02/06 07/01/06
6930291 7.8300 0.5 0 7.31 1435.5 1435.5 05/03/06 06/01/06
6933865 8.3800 0.5 0 7.86 1276.02 1276.02 06/01/06 07/01/06
6940878 10.1600 0.5 0 9.64 448.27 448.27 05/01/06 06/01/06
6941363 8.0600 0.5 0 7.54 1584.39 1584.39 04/26/06 06/01/06
6949481 11.4800 0.5 0 10.96 1067.87 1067.87 04/18/06 06/01/06
6950802 8.5850 0.5 0 8.065 762.55 762.55 05/01/06 06/01/06
6966907 8.8300 0.5 0 8.31 3486.66 3486.66 05/23/06 07/01/06
6968895 8.1700 0.5 0 7.65 1741.84 1741.84 05/02/06 06/01/06
6971501 10.8100 0.5 0 10.29 1013.04 1013.04 05/22/06 07/01/06
6973689 9.8350 0.5 0 9.315 830.79 830.79 05/09/06 07/01/06
6977771 7.5300 0.5 0 7.01 1595.39 1595.39 05/02/06 06/01/06
6980338 12.6000 0.5 0 12.08 873.46 873.46 04/19/06 06/01/06
6984348 9.4500 0.5 0 8.93 1002.14 1002.14 05/01/06 06/01/06
6984439 8.1200 0.5 0 7.6 1021.29 1021.29 04/20/06 06/01/06
6993398 9.9900 0.5 0 9.47 346.96 346.96 05/02/06 06/01/06
6994099 10.0100 0.5 0 9.49 731.15 731.15 05/01/06 06/01/06
6994354 11.9000 0.5 0 11.38 568.95 568.95 05/02/06 06/01/06
6995260 11.9500 0.5 0 11.43 358.67 358.67 04/18/06 06/01/06
6997712 10.6120 0.5 0 10.092 473.57 473.57 05/11/06 07/01/06
6999056 8.6550 0.5 0 8.135 2807.73 2807.73 07/21/06 09/01/06
7002363 11.2600 0.5 0 10.74 544.34 544.34 04/28/06 06/01/06
7004807 8.5800 0.5 0 8.06 398.43 398.43 05/02/06 06/01/06
7004898 8.8600 0.5 0 8.34 1175.97 1175.97 08/08/06 09/01/06
7005739 7.3300 0.5 0 6.81 676.02 676.02 05/01/06 06/01/06
7011778 10.9000 0.5 0 10.38 602.3 602.3 06/30/06 08/01/06
7011935 12.0000 0.5 0 11.48 514.32 514.32 06/08/06 07/01/06
7013865 8.9800 0.5 0 8.46 769.94 769.94 05/17/06 07/01/06
7014889 7.0300 0.5 0 6.51 1004.32 1004.32 06/01/06 07/01/06
7017171 8.9300 0.5 0 8.41 488.33 488.33 05/24/06 07/01/06
7022544 11.9000 0.5 0 11.38 267.28 267.28 05/01/06 06/01/06
7027469 7.8870 0.5 0 7.367 903.89 903.89 07/26/06 09/01/06
7035009 8.1800 0.5 0 7.66 1190.88 1190.88 05/10/06 07/01/06
7037567 11.1100 0.5 0 10.59 534.12 534.12 06/09/06 07/01/06
7037963 11.4500 0.5 0 10.93 371.51 371.51 05/18/06 07/01/06
7040256 6.9300 0.5 0 6.41 759.35 759.35 06/16/06 08/01/06
7042609 8.8170 0.5 0 8.297 411.58 411.58 05/31/06 07/01/06
7050644 7.7750 0.5 0 7.255 1362.4 1362.4 05/01/06 06/01/06
7051766 6.2500 0.5 0 5.73 769.65 769.65 05/01/06 06/01/06
7053085 9.2100 0.5 0 8.69 806.67 806.67 06/28/06 08/01/06
7054885 12.6000 0.5 0 12.08 434.42 434.42 05/05/06 06/01/06
7054919 9.8350 0.5 0 9.315 969.26 969.26 05/25/06 07/01/06
7056492 6.7300 0.5 0 6.21 1437.02 1437.02 05/19/06 07/01/06
7069115 8.8700 0.5 0 8.35 1360.11 1360.11 05/22/06 07/01/06
7077407 10.7800 0.5 0 10.26 636.31 636.31 05/30/06 07/01/06
7080104 9.1000 0.5 0 8.58 1713.95 1713.95 05/16/06 07/01/06
7085723 8.9750 0.5 0 8.455 2462.2 2462.2 05/15/06 07/01/06
7086705 7.5800 0.5 0 7.06 1301.43 1301.43 05/03/06 06/01/06
7086937 9.0500 0.5 0 8.53 3845.06 3845.06 05/05/06 07/01/06
7087141 9.1300 0.5 0 8.61 1625.28 1625.28 06/29/06 08/01/06
7090426 11.9000 0.5 0 11.38 632.8 632.8 05/05/06 07/01/06
7091333 11.4000 0.5 0 10.88 557.69 557.69 06/01/06 07/01/06
7091556 7.4300 0.5 0 6.91 1314.38 1314.38 05/02/06 06/01/06
7092810 7.3800 0.5 0 6.86 1062.44 1062.44 05/01/06 06/01/06
7092984 9.7050 0.5 0 9.185 1148.2 1148.2 07/17/06 09/01/06
7096845 11.6100 0.5 0 11.09 499.35 499.35 05/23/06 07/01/06
7101355 9.6800 0.5 0 9.16 833.53 833.53 05/01/06 06/01/06
7102775 9.9600 0.5 0 9.44 853.63 853.63 05/19/06 07/01/06
7105877 7.6800 0.5 0 7.16 360.78 360.78 05/05/06 06/01/06
7108962 11.0000 0.5 0 10.48 586.64 586.64 06/30/06 08/01/06
7109416 9.4500 0.5 0 8.93 761.86 761.86 07/19/06 09/01/06
7109838 10.0100 0.5 0 9.49 494.05 494.05 06/16/06 08/01/06
7112717 8.3800 0.5 0 7.86 1505.65 1505.65 07/13/06 09/01/06
7113087 9.9900 0.5 0 9.47 227.81 227.81 06/05/06 07/01/06
7115975 8.0050 0.5 0 7.485 530.4 530.4 06/01/06 07/01/06
7116544 10.9000 0.5 0 10.38 812.51 812.51 05/01/06 06/01/06
7134166 9.5000 0.5 0 8.98 924.94 924.94 05/23/06 07/01/06
7139207 11.3500 0.5 0 10.83 810.5 810.5 05/05/06 07/01/06
7140023 7.9800 0.5 0 7.46 1663.07 1663.07 05/17/06 07/01/06
7142284 10.9450 0.5 0 10.425 646.74 646.74 07/06/06 08/01/06
7144025 10.7100 0.5 0 10.19 967.7 967.7 06/30/06 08/01/06
7144959 12.1000 0.5 0 11.58 310.9 310.9 06/01/06 07/01/06
7146772 9.1200 0.5 0 8.6 1803.93 1803.93 05/02/06 06/01/06
7148398 10.1050 0.5 0 9.585 920.76 920.76 08/16/06 10/01/06
7159809 7.3050 0.5 0 6.785 917.29 917.29 07/26/06 09/01/06
7162241 6.6300 0.5 0 6.11 698.3 698.3 05/18/06 07/01/06
7165368 10.6300 0.5 0 10.11 3586.96 3586.96 06/08/06 08/01/06
7169006 9.4800 0.5 0 8.96 881.37 881.37 06/02/06 07/01/06
7176027 9.9180 0.5 0 9.398 934.27 934.27 07/11/06 09/01/06
7184203 8.1800 0.5 0 7.66 3395.9 3395.9 05/31/06 07/01/06
7184419 10.6100 0.5 0 10.09 922.98 922.98 06/08/06 08/01/06
7186919 10.1700 0.5 0 9.65 981.41 981.41 06/13/06 08/01/06
7187453 7.9100 0.5 0 7.39 1762.73 1762.73 06/28/06 08/01/06
7192255 8.0800 0.5 0 7.56 645.57 645.57 06/26/06 08/01/06
7193360 11.4900 0.5 0 10.97 240.46 240.46 06/06/06 07/01/06
7195480 9.9900 0.5 0 9.47 185.89 185.89 06/05/06 07/01/06
7195571 10.1100 0.5 0 9.59 442.86 442.86 06/07/06 07/01/06
7196249 8.9750 0.5 0 8.455 1017.97 1017.97 07/31/06 09/01/06
7200686 8.8870 0.5 0 8.367 605.35 605.35 05/24/06 07/01/06
7201916 8.9600 0.5 0 8.44 632.31 632.31 06/01/06 07/01/06
7205065 8.6000 0.5 0 8.08 1519.33 1519.33 05/24/06 07/01/06
7211196 8.2800 0.5 0 7.76 1883.45 1883.45 05/31/06 07/01/06
7211840 8.2200 0.5 0 7.7 626.45 626.45 06/07/06 07/01/06
7214760 8.9670 0.5 0 8.447 1636.59 1636.59 06/01/06 07/01/06
7215353 7.4800 0.5 0 6.96 1475.37 1475.37 06/22/06 08/01/06
7216187 10.2500 0.5 0 9.73 439.09 439.09 06/15/06 08/01/06
7218514 8.4300 0.5 0 7.91 1630.22 1630.22 06/15/06 08/01/06
7218696 9.5700 0.5 0 9.05 3196.81 3196.81 07/20/06 09/01/06
7221047 6.8920 0.5 0 6.372 690.97 690.97 05/25/06 07/01/06
7227374 10.9600 0.5 0 10.44 1860.64 1860.64 06/06/06 07/01/06
7227697 10.4600 0.5 0 9.94 382.94 382.94 06/01/06 07/01/06
7227911 10.6500 0.5 0 10.13 272.05 272.05 05/19/06 07/01/06
7236060 8.3800 0.5 0 7.86 588.59 588.59 05/31/06 07/01/06
7238637 11.8500 0.5 0 11.33 779.09 779.09 06/16/06 08/01/06
7238876 8.8600 0.5 0 8.34 397.3 397.3 05/24/06 07/01/06
7241474 6.4800 0.5 0 5.96 521.01 521.01 06/08/06 08/01/06
7243355 12.0500 0.5 0 11.53 764.03 764.03 05/11/06 07/01/06
7243876 7.1100 0.5 0 6.59 1707.04 1707.04 05/23/06 07/01/06
7244163 10.1500 0.5 0 9.63 602.53 602.53 05/23/06 07/01/06
7245434 9.7300 0.5 0 9.21 892 892 05/25/06 07/01/06
7249501 12.7000 0.5 0 12.18 445.29 445.29 06/09/06 07/01/06
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7971492 10.1000 0.5 0 9.58 3035.45 3035.45 08/03/06 09/01/06
7972003 8.8800 0.5 0 8.36 3334.35 3334.35 08/09/06 10/01/06
7972029 7.5050 0.5 0 6.985 1298.38 1298.38 08/08/06 10/01/06
7972276 6.9300 0.5 0 6.41 1141.8 1141.8 08/08/06 09/01/06
7973092 7.7300 0.5 0 7.21 2095.04 2095.04 08/10/06 09/01/06
7973621 10.4050 0.5 0 9.885 1321.59 1321.59 08/09/06 10/01/06
7973936 7.5000 0.5 0 6.98 773.34 773.34 08/14/06 10/01/06
7974025 10.8800 0.5 0 10.36 1366.62 1366.62 08/16/06 10/01/06
7974850 7.4500 0.5 0 6.93 635.57 635.57 08/17/06 10/01/06
7975360 10.3000 0.5 0 9.78 485.91 485.91 08/04/06 09/01/06
7976509 7.9900 0.5 0 7.47 2083.69 2083.69 08/15/06 10/01/06
7976665 9.2300 0.5 0 8.71 795.43 795.43 08/17/06 10/01/06
7977275 9.7800 0.5 0 9.26 2855.41 2855.41 08/09/06 10/01/06
7977358 7.5750 0.5 0 7.055 1500.45 1500.45 08/17/06 10/01/06
7978034 8.5920 0.5 0 8.072 1240.71 1240.71 08/10/06 10/01/06
7978430 6.9050 0.5 0 6.385 1033.21 1033.21 08/09/06 10/01/06
7978828 9.5000 0.5 0 8.98 454.07 454.07 08/02/06 09/01/06
7979412 10.2500 0.5 0 9.73 1648.83 1648.83 08/09/06 10/01/06
7979818 8.2250 0.5 0 7.705 1420.44 1420.44 08/09/06 10/01/06
7979917 10.4550 0.5 0 9.935 1722.51 1722.51 08/08/06 10/01/06
7979990 7.2100 0.5 0 6.69 865.97 865.97 08/09/06 09/01/06
7980063 7.9000 0.5 0 7.38 2187.69 2187.69 08/08/06 10/01/06
7980410 8.9900 0.5 0 8.47 1055.13 1055.13 08/02/06 09/01/06
7980931 12.3500 0.5 0 11.83 548.93 548.93 08/16/06 10/01/06
7981681 6.0550 0.5 0 5.535 892.03 892.03 08/02/06 09/01/06
7981699 7.1920 0.5 0 6.672 3097.7 3097.7 08/15/06 10/01/06
7981780 8.7800 0.5 0 8.26 2514.44 2514.44 08/15/06 10/01/06
7981889 12.7230 0.5 0 12.203 1214.75 1214.75 08/16/06 10/01/06
7982101 10.8300 0.5 0 10.31 3540.11 3540.11 08/14/06 10/01/06
7982226 10.2100 0.5 0 9.69 1215.4 1215.4 08/08/06 10/01/06
7982317 11.4050 0.5 0 10.885 2286.39 2286.39 08/08/06 10/01/06
7982408 10.1600 0.5 0 9.64 2109.51 2109.51 08/03/06 09/01/06
7984628 11.1840 0.5 0 10.664 318.87 318.87 08/02/06 09/01/06
7985724 11.5600 0.5 0 11.04 684.48 684.48 08/14/06 10/01/06
7985880 10.0000 0.5 0 9.48 298.21 298.21 08/02/06 09/01/06
7986292 10.6300 0.5 0 10.11 743.28 743.28 08/09/06 10/01/06
7986375 6.9050 0.5 0 6.385 929.19 929.19 08/10/06 10/01/06
7986631 7.9800 0.5 0 7.46 902.65 902.65 08/15/06 10/01/06
7988330 7.1250 0.5 0 6.605 1158.8 1158.8 08/17/06 10/01/06
7988603 8.6350 0.5 0 8.115 2787.68 2787.68 08/16/06 10/01/06
7989908 9.3500 0.5 0 8.83 2025.04 2025.04 08/17/06 10/01/06
7989965 8.4300 0.5 0 7.91 1248.14 1248.14 08/17/06 10/01/06
7990823 7.8630 0.5 0 7.343 586.64 586.64 08/10/06 10/01/06
7991854 6.5800 0.5 0 6.06 2216.87 2216.87 08/10/06 10/01/06
7992464 8.9850 0.5 0 8.465 1309.36 1309.36 08/17/06 10/01/06
7992852 9.5000 0.5 0 8.98 2478.79 2478.79 08/16/06 10/01/06
7993124 7.2300 0.5 0 6.71 753.09 753.09 08/16/06 10/01/06
7993223 9.1100 0.5 0 8.59 1218.83 1218.83 08/09/06 10/01/06
7993348 9.8300 0.5 0 9.31 1081.3 1081.3 08/14/06 10/01/06
7994155 10.9220 0.5 0 10.402 666.29 666.29 08/16/06 10/01/06
7994718 8.7300 0.5 0 8.21 651.78 651.78 08/15/06 10/01/06
7994981 10.5000 0.5 0 9.98 1893.51 1893.51 08/15/06 10/01/06
7995061 7.6800 0.5 0 7.16 1474.42 1474.42 08/11/06 10/01/06
7995335 10.7500 0.5 0 10.23 254.56 254.56 08/11/06 10/01/06
7995590 8.3050 0.5 0 7.785 2470.95 2470.95 08/15/06 10/01/06
7995632 6.8620 0.5 0 6.342 2225.62 2225.62 08/14/06 10/01/06
7996168 8.7550 0.5 0 8.235 3115.57 3115.57 08/15/06 10/01/06
7996366 9.5000 0.5 0 8.98 2268.18 2268.18 08/15/06 10/01/06
7996499 10.0300 0.5 0 9.51 1705.14 1705.14 08/10/06 09/01/06
7997257 8.3150 0.5 0 7.795 1560.35 1560.35 08/08/06 10/01/06
7999006 7.2750 0.5 0 6.755 1010.37 1010.37 08/15/06 10/01/06
7999048 13.2300 0.5 0 12.71 657.66 657.66 08/07/06 09/01/06
7999253 10.6300 0.5 0 10.11 428.96 428.96 08/08/06 10/01/06
7999964 8.9300 0.5 0 8.41 799.6 799.6 08/16/06 10/01/06
8000804 10.8050 0.5 0 10.285 3248.85 3248.85 08/08/06 09/01/06
8001372 7.8100 0.5 0 7.29 1950.65 1950.65 08/10/06 10/01/06
8001976 11.2800 0.5 0 10.76 3042.11 3042.11 08/16/06 10/01/06
8004418 7.0000 0.5 0 6.48 1553.58 1553.58 08/17/06 10/01/06
8005126 6.7050 0.5 0 6.185 609.46 609.46 08/17/06 10/01/06
8005167 10.3000 0.5 0 9.78 256.45 256.45 08/09/06 10/01/06
8005183 7.5500 0.5 0 7.03 1985.31 1985.31 08/09/06 10/01/06
8005670 10.3800 0.5 0 9.86 951.07 951.07 08/08/06 10/01/06
8007700 7.6300 0.5 0 7.11 1125.94 1125.94 08/17/06 10/01/06
8008054 8.8850 0.5 0 8.365 1477.26 1477.26 08/10/06 10/01/06
8009268 11.7600 0.5 0 11.24 2626.46 2626.46 08/10/06 10/01/06
8009375 8.7500 0.5 0 8.23 752.17 752.17 08/10/06 10/01/06
8009441 7.9920 0.5 0 7.472 2066.77 2066.77 08/16/06 10/01/06
8009557 10.6300 0.5 0 10.11 450.96 450.96 08/17/06 10/01/06
8010431 8.3550 0.5 0 7.835 595.55 595.55 08/16/06 10/01/06
8011363 8.5800 0.5 0 8.06 1914.79 1914.79 08/16/06 10/01/06
8011652 10.2500 0.5 0 9.73 356.2 356.2 08/10/06 10/01/06
8011819 8.0800 0.5 0 7.56 1182.96 1182.96 08/15/06 10/01/06
8012353 8.6500 0.5 0 8.13 1889.68 1889.68 08/08/06 09/01/06
8012411 6.9900 0.5 0 6.47 1722.46 1722.46 08/09/06 10/01/06
8013773 6.6550 0.5 0 6.135 1104.75 1104.75 08/15/06 10/01/06
8014110 6.8550 0.5 0 6.335 1029.29 1029.29 08/16/06 10/01/06
8015026 7.0000 0.5 0 6.48 1202.47 1202.47 08/16/06 10/01/06
8016180 10.6500 0.5 0 10.13 208.35 208.35 08/11/06 10/01/06
8017295 9.6100 0.5 0 9.09 827.23 827.23 08/17/06 10/01/06
8017881 6.8500 0.5 0 6.33 2149.2 2149.2 08/16/06 10/01/06
8018376 7.0800 0.5 0 6.56 1248.23 1248.23 08/17/06 10/01/06
8022014 6.9000 0.5 0 6.38 1461.76 1461.76 08/17/06 10/01/06
8022469 10.7500 0.5 0 10.23 676.78 676.78 08/11/06 10/01/06
8022865 7.8000 0.5 0 7.28 1094.21 1094.21 08/14/06 10/01/06
8024689 10.8100 0.5 0 10.29 1195.95 1195.95 08/15/06 10/01/06
8025553 9.9900 0.5 0 9.47 1795.32 1795.32 08/15/06 10/01/06
8026023 7.9050 0.5 0 7.385 2838.8 2838.8 08/14/06 10/01/06
8026072 9.4600 0.5 0 8.94 1231.77 1231.77 08/17/06 10/01/06
8028367 11.3100 0.5 0 10.79 3747.15 3747.15 08/15/06 10/01/06
8028623 10.5100 0.5 0 9.99 514.97 514.97 08/16/06 10/01/06
8028631 8.0750 0.5 0 7.555 1104.69 1104.69 08/17/06 10/01/06
8029134 9.3100 0.5 0 8.79 878.31 878.31 08/15/06 10/01/06
8029712 10.5800 0.5 0 10.06 962.35 962.35 08/15/06 10/01/06
8031270 8.1670 0.5 0 7.647 693.26 693.26 08/17/06 10/01/06
8032054 8.1800 0.5 0 7.66 1007.58 1007.58 08/17/06 10/01/06
8032732 10.6300 0.5 0 10.11 1012.3 1012.3 08/15/06 10/01/06
8033326 9.5900 0.5 0 9.07 1960.97 1960.97 08/15/06 10/01/06
8037087 9.2000 0.5 0 8.68 2419.39 2419.39 08/15/06 10/01/06
8039075 9.6000 0.5 0 9.08 2780.69 2780.69 08/15/06 10/01/06
8039737 7.1800 0.5 0 6.66 1003.86 1003.86 08/17/06 10/01/06
8048571 8.3800 0.5 0 7.86 2678.73 2678.73 08/16/06 10/01/06
8048654 8.2800 0.5 0 7.76 1930.72 1930.72 08/15/06 10/01/06
8049058 7.7800 0.5 0 7.26 977.56 977.56 08/16/06 10/01/06
8049827 8.9800 0.5 0 8.46 2112.4 2112.4 08/16/06 10/01/06
8052482 10.6300 0.5 0 10.11 307.32 307.32 08/11/06 10/01/06
8054041 8.6850 0.5 0 8.165 2136.99 2136.99 08/17/06 10/01/06
8055428 6.9050 0.5 0 6.385 977.13 977.13 08/16/06 10/01/06
8061384 8.9600 0.5 0 8.44 1613.4 1613.4 08/15/06 10/01/06
8066987 10.3800 0.5 0 9.86 887.67 887.67 08/17/06 10/01/06
8069478 8.2750 0.5 0 7.755 2291.3 2291.3 08/16/06 10/01/06
8073793 6.7500 0.5 0 6.23 1510.81 1510.81 08/17/06 10/01/06
8080871 8.1500 0.5 0 7.63 1443.85 1443.85 08/15/06 10/01/06
8086464 10.2050 0.5 0 9.685 281.22 281.22 08/16/06 10/01/06
8103608 10.6500 0.5 0 10.13 731.52 731.52 08/17/06 10/01/06
MATURITY AS OF ORIGINAL REMAINING ORIGINAL PREPAY
LOAN NUMBER DATE DATE LOAN AGE TERM TERM (STATED) AMORT TERM ORIGINAL TERM
------------------------------------------------------------------------------------------------------------
4857892 09/01/20 10/01/06 13 180 167 360 0
5186036 11/01/25 10/01/06 11 240 229 240 0
5200993 11/01/35 10/01/06 11 360 349 360 0
5206479 08/01/36 10/01/06 2 360 358 480 12
5367073 11/01/35 10/01/06 11 360 349 360 0
5401757 11/01/25 10/01/06 11 240 229 240 24
5439591 11/01/20 10/01/06 11 180 169 360 24
5612775 12/01/35 10/01/06 10 360 350 360 24
5858618 01/01/36 10/01/06 9 360 351 360 0
6003735 04/01/36 10/01/06 6 360 354 360 0
6142566 02/01/26 10/01/06 8 240 232 240 36
6230817 03/01/36 10/01/06 7 360 353 360 0
6252779 03/01/36 10/01/06 7 360 353 360 24
6272199 03/01/36 10/01/06 7 360 353 360 0
6317036 04/01/36 10/01/06 6 360 354 360 24
6332340 04/01/36 10/01/06 6 360 354 360 0
6345805 04/01/36 10/01/06 6 360 354 480 24
6351803 03/01/36 10/01/06 7 360 353 360 24
6355051 05/01/36 10/01/06 5 360 355 360 0
6376172 04/01/21 10/01/06 6 180 174 360 36
6410179 04/01/36 10/01/06 6 360 354 480 24
6429682 04/01/36 10/01/06 6 360 354 360 24
6435804 04/01/36 10/01/06 6 360 354 360 24
6450654 04/01/36 10/01/06 6 360 354 360 24
6454938 04/01/36 10/01/06 6 360 354 360 24
6465090 03/01/36 10/01/06 7 360 353 480 24
6487235 03/01/36 10/01/06 7 360 353 360 0
6523138 04/01/36 10/01/06 6 360 354 360 24
6528129 04/01/36 10/01/06 6 360 354 360 24
6557987 04/01/36 10/01/06 6 360 354 360 0
6561724 04/01/36 10/01/06 6 360 354 360 24
6569370 04/01/36 10/01/06 6 360 354 360 0
6577886 06/01/36 10/01/06 4 360 356 360 0
6598569 04/01/36 10/01/06 6 360 354 360 24
6604011 06/01/36 10/01/06 4 360 356 480 0
6608988 06/01/36 10/01/06 4 360 356 360 24
6629521 04/01/36 10/01/06 6 360 354 480 0
6633291 04/01/36 10/01/06 6 360 354 360 36
6647721 04/01/36 10/01/06 6 360 354 360 0
6653703 04/01/36 10/01/06 6 360 354 480 24
6668883 04/01/36 10/01/06 6 360 354 360 24
6681308 04/01/36 10/01/06 6 360 354 480 24
6688345 04/01/36 10/01/06 6 360 354 360 24
6705263 04/01/31 10/01/06 6 300 294 300 0
6712343 04/01/36 10/01/06 6 360 354 360 0
6730360 05/01/36 10/01/06 5 360 355 480 24
6745947 09/01/36 10/01/06 1 360 359 360 24
6750608 05/01/36 10/01/06 5 360 355 360 24
6751572 04/01/31 10/01/06 6 300 294 300 36
6757140 04/01/36 10/01/06 6 360 354 360 24
6763387 04/01/36 10/01/06 6 360 354 360 0
6768220 04/01/36 10/01/06 6 360 354 360 24
6786180 06/01/36 10/01/06 4 360 356 300 24
6805048 05/01/36 10/01/06 5 360 355 360 24
6815526 04/01/36 10/01/06 6 360 354 360 0
6823421 04/01/36 10/01/06 6 360 354 360 24
6825319 04/01/36 10/01/06 6 360 354 300 0
6825947 06/01/36 10/01/06 4 360 356 360 24
6828263 05/01/36 10/01/06 5 360 355 360 24
6842181 05/01/36 10/01/06 5 360 355 480 24
6843429 08/01/36 10/01/06 2 360 358 480 24
6844054 05/01/36 10/01/06 5 360 355 360 0
6846968 05/01/36 10/01/06 5 360 355 360 0
6853022 05/01/36 10/01/06 5 360 355 360 0
6864664 05/01/36 10/01/06 5 360 355 480 24
6874036 05/01/36 10/01/06 5 360 355 480 24
6875322 05/01/36 10/01/06 5 360 355 360 24
6881460 04/01/36 10/01/06 6 360 354 360 24
6882286 05/01/21 10/01/06 5 180 175 360 36
6895742 06/01/36 10/01/06 4 360 356 360 0
6898050 05/01/21 10/01/06 5 180 175 180 0
6911267 05/01/36 10/01/06 5 360 355 480 24
6913701 06/01/36 10/01/06 4 360 356 360 0
6918411 05/01/36 10/01/06 5 360 355 480 24
6924849 06/01/16 10/01/06 4 120 116 120 0
6930291 05/01/36 10/01/06 5 360 355 300 24
6933865 06/01/36 10/01/06 4 360 356 480 24
6940878 05/01/36 10/01/06 5 360 355 360 0
6941363 05/01/36 10/01/06 5 360 355 480 24
6949481 05/01/36 10/01/06 5 360 355 360 0
6950802 05/01/36 10/01/06 5 360 355 360 0
6966907 06/01/36 10/01/06 4 360 356 360 0
6968895 05/01/36 10/01/06 5 360 355 360 24
6971501 06/01/36 10/01/06 4 360 356 360 0
6973689 06/01/36 10/01/06 4 360 356 360 0
6977771 05/01/36 10/01/06 5 360 355 360 36
6980338 05/01/21 10/01/06 5 180 175 360 36
6984348 05/01/36 10/01/06 5 360 355 360 24
6984439 05/01/36 10/01/06 5 360 355 480 0
6993398 05/01/21 10/01/06 5 180 175 360 0
6994099 05/01/21 10/01/06 5 180 175 180 36
6994354 05/01/26 10/01/06 5 240 235 240 0
6995260 05/01/21 10/01/06 5 180 175 360 0
6997712 06/01/36 10/01/06 4 360 356 360 24
6999056 08/01/36 10/01/06 2 360 358 360 0
7002363 05/01/36 10/01/06 5 360 355 360 0
7004807 05/01/36 10/01/06 5 360 355 480 24
7004898 08/01/36 10/01/06 2 360 358 360 24
7005739 05/01/36 10/01/06 5 360 355 480 24
7011778 07/01/36 10/01/06 3 360 357 360 24
7011935 06/01/36 10/01/06 4 360 356 360 0
7013865 06/01/21 10/01/06 4 180 176 180 0
7014889 06/01/36 10/01/06 4 360 356 360 36
7017171 06/01/36 10/01/06 4 360 356 360 24
7022544 05/01/21 10/01/06 5 180 175 360 0
7027469 08/01/36 10/01/06 2 360 358 480 0
7035009 06/01/36 10/01/06 4 360 356 480 24
7037567 06/01/36 10/01/06 4 360 356 360 24
7037963 06/01/21 10/01/06 4 180 176 360 0
7040256 07/01/36 10/01/06 3 360 357 480 24
7042609 06/01/36 10/01/06 4 360 356 360 0
7050644 05/01/36 10/01/06 5 360 355 480 24
7051766 05/01/36 10/01/06 5 360 355 360 36
7053085 07/01/36 10/01/06 3 360 357 360 24
7054885 05/01/26 10/01/06 5 240 235 240 0
7054919 06/01/36 10/01/06 4 360 356 360 24
7056492 06/01/36 10/01/06 4 360 356 480 24
7069115 06/01/36 10/01/06 4 360 356 480 24
7077407 06/01/36 10/01/06 4 360 356 360 36
7080104 06/01/36 10/01/06 4 360 356 480 0
7085723 06/01/36 10/01/06 4 360 356 480 0
7086705 05/01/36 10/01/06 5 360 355 480 24
7086937 06/01/36 10/01/06 4 360 356 480 0
7087141 07/01/36 10/01/06 3 360 357 480 24
7090426 06/01/21 10/01/06 4 180 176 360 24
7091333 06/01/21 10/01/06 4 180 176 180 0
7091556 05/01/36 10/01/06 5 360 355 360 24
7092810 05/01/36 10/01/06 5 360 355 360 24
7092984 08/01/36 10/01/06 2 360 358 480 24
7096845 06/01/36 10/01/06 4 360 356 360 0
7101355 05/01/36 10/01/06 5 360 355 360 0
7102775 06/01/36 10/01/06 4 360 356 360 0
7105877 05/01/36 10/01/06 5 360 355 360 24
7108962 07/01/36 10/01/06 3 360 357 360 24
7109416 08/01/36 10/01/06 2 360 358 360 0
7109838 07/01/36 10/01/06 3 360 357 360 24
7112717 08/01/36 10/01/06 2 360 358 360 24
7113087 06/01/21 10/01/06 4 180 176 360 0
7115975 06/01/36 10/01/06 4 360 356 360 24
7116544 05/01/21 10/01/06 5 180 175 360 36
7134166 06/01/21 10/01/06 4 180 176 360 0
7139207 06/01/21 10/01/06 4 180 176 360 0
7140023 06/01/36 10/01/06 4 360 356 480 24
7142284 07/01/36 10/01/06 3 360 357 480 24
7144025 07/01/36 10/01/06 3 360 357 360 0
7144959 06/01/21 10/01/06 4 180 176 360 36
7146772 05/01/36 10/01/06 5 360 355 360 36
7148398 09/01/36 10/01/06 1 360 359 360 0
7159809 08/01/36 10/01/06 2 360 358 480 24
7162241 06/01/36 10/01/06 4 360 356 360 36
7165368 07/01/36 10/01/06 3 360 357 360 0
7169006 06/01/36 10/01/06 4 360 356 360 36
7176027 08/01/36 10/01/06 2 360 358 360 24
7184203 06/01/36 10/01/06 4 360 356 360 0
7184419 07/01/36 10/01/06 3 360 357 360 36
7186919 07/01/36 10/01/06 3 360 357 360 0
7187453 07/01/36 10/01/06 3 360 357 480 24
7192255 07/01/36 10/01/06 3 360 357 480 24
7193360 06/01/21 10/01/06 4 180 176 360 0
7195480 06/01/21 10/01/06 4 180 176 360 0
7195571 06/01/36 10/01/06 4 360 356 360 0
7196249 08/01/36 10/01/06 2 360 358 480 0
7200686 06/01/36 10/01/06 4 360 356 360 24
7201916 06/01/16 10/01/06 4 120 116 120 0
7205065 06/01/36 10/01/06 4 360 356 300 0
7211196 06/01/36 10/01/06 4 360 356 360 0
7211840 06/01/36 10/01/06 4 360 356 480 24
7214760 06/01/36 10/01/06 4 360 356 360 0
7215353 07/01/36 10/01/06 3 360 357 480 24
7216187 07/01/21 10/01/06 3 180 177 360 24
7218514 07/01/36 10/01/06 3 360 357 480 24
7218696 08/01/36 10/01/06 2 360 358 480 24
7221047 06/01/36 10/01/06 4 360 356 360 24
7227374 06/01/36 10/01/06 4 360 356 360 24
7227697 06/01/36 10/01/06 4 360 356 360 0
7227911 06/01/21 10/01/06 4 180 176 360 36
7236060 06/01/21 10/01/06 4 180 176 180 36
7238637 07/01/21 10/01/06 3 180 177 360 24
7238876 06/01/36 10/01/06 4 360 356 360 0
7241474 07/01/36 10/01/06 3 360 357 360 24
7243355 06/01/21 10/01/06 4 180 176 360 36
7243876 06/01/36 10/01/06 4 360 356 480 24
7244163 06/01/21 10/01/06 4 180 176 360 36
7245434 06/01/36 10/01/06 4 360 356 360 0
7249501 06/01/21 10/01/06 4 180 176 180 0
7250160 06/01/21 10/01/06 4 180 176 360 24
7252752 06/01/36 10/01/06 4 360 356 360 24
7253081 08/01/21 10/01/06 2 180 178 180 0
7253578 06/01/21 10/01/06 4 180 176 360 36
7254949 06/01/36 10/01/06 4 360 356 480 0
7260367 08/01/36 10/01/06 2 360 358 360 24
7261266 08/01/36 10/01/06 2 360 358 360 0
7261647 07/01/36 10/01/06 3 360 357 360 0
7262389 07/01/36 10/01/06 3 360 357 360 0
7263981 08/01/36 10/01/06 2 360 358 480 24
7269079 07/01/36 10/01/06 3 360 357 480 24
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7
