FINANCIAL ASSET SECURITIES CORP., Depositor WELLS FARGO BANK, N.A., Servicer WELLS FARGO BANK, N.A., Master Servicer and Trust Administrator DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee POOLING AND SERVICING AGREEMENT Dated as of August 1, 2006...
FINANCIAL
ASSET SECURITIES CORP.,
Depositor
XXXXX
FARGO BANK, N.A.,
Servicer
XXXXX
FARGO BANK, N.A.,
Master
Servicer and Trust Administrator
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
Dated
as
of August 1, 2006
___________________________
Asset-Backed
Certificates, Series 2006-3
Table
of Contents
ARTICLE
I
DEFINITIONS
|
SECTION
1.01
|
Defined
Terms.
|
|
SECTION
1.02
|
Accounting.
|
|
SECTION
1.03
|
Allocation
of Certain Interest Shortfalls.
|
ARTICLE
II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
SECTION
2.01
|
Conveyance
of Mortgage Loans.
|
|
SECTION
2.02
|
Acceptance
by Trustee.
|
|
SECTION
2.03
|
Repurchase
or Substitution of Mortgage Loans by an 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
|
Representations
and Warranties of the Depositor.
|
|
SECTION
2.07
|
Issuance
of Certificates.
|
|
SECTION
2.08
|
Conveyance
of Subsequent Mortgage Loans.
|
|
SECTION
2.09
|
Conveyance
of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2, REMIC
3,
REMIC 4, REMIC 5, REMIC 6 and REMIC 7 by the Trustee; Issuance of
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;
Subcontractors.
|
|
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 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 and the Pre-Funding
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 Monthly Payments.
|
|
SECTION
3.26
|
Net
WAC Rate Carryover Reserve Account.
|
|
SECTION
3.27
|
Advance
Facility
|
|
SECTION
3.28
|
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
FLOW OF
FUNDS
|
SECTION
4.01
|
Distributions.
|
|
SECTION
4.02
|
[Reserved].
|
|
SECTION
4.03
|
Statements.
|
|
SECTION
4.04
|
Remittance
Reports; Advances.
|
|
SECTION
4.05
|
Commission
Reporting.
|
|
SECTION
4.06
|
Pre-Funding
Account.
|
|
SECTION
4.07
|
Interest
Coverage Accounts.
|
|
SECTION
4.08
|
Distributions
on the REMIC Regular Interests.
|
|
SECTION
4.09
|
Allocation
of Realized Losses.
|
|
SECTION
4.10
|
Swap
Account.
|
|
SECTION
4.11
|
Tax
Treatment of Swap Payments and Swap Termination Payments.
|
|
SECTION
4.12
|
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
|
Appointment
of Paying Agent.
|
ARTICLE
VI
THE
MASTER SERVICER aND THE DEPOSITOR
|
SECTION
6.01
|
Liability
of the Master Servicer, the Servicer and the Depositor.
|
|
SECTION
6.02
|
Merger
or Consolidation of, or Assumption of the Obligations of, the Master
Servicer or the Depositor.
|
|
SECTION
6.03
|
Limitation
on Liability of 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
|
Delegation
of Duties.
|
|
SECTION
6.07
|
[Reserved].
|
|
SECTION
6.08
|
Inspection.
|
|
SECTION
6.09
|
Duties
of the Credit Risk Manager.
|
|
Credit
Risk Manager.
|
|
SECTION
6.10
|
Limitation
Upon Liability of the Credit Risk Manager.
|
|
SECTION
6.11
|
Removal
of the Credit Risk Manager.
|
ARTICLE
VII
DEFAULT
|
SECTION
7.01
|
Master
Servicer Events of Termination and 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
|
Waiver
of Defaults.
|
|
SECTION
7.05
|
Notification
to Certificateholders.
|
|
SECTION
7.06
|
Survivability
of Servicer and Master Servicer Liabilities.
|
ARTICLE
VIII
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
|
Trustee
and Trust Administrator Not Liable for Certificates or Mortgage
Loans.
|
|
SECTION
8.04
|
Trustee
and Trust Administrator May Own Certificates.
|
|
SECTION
8.05
|
Trust
Administrator and Trustee Compensation and Expenses.
|
|
SECTION
8.06
|
Eligibility
Requirements for Trustee and Trust Administrator.
|
|
SECTION
8.07
|
Resignation
or Removal of Trustee or Trust Administrator.
|
|
SECTION
8.08
|
Successor
Trustee.
|
|
SECTION
8.09
|
Merger
or Consolidation of Trustee or Trust Administrator.
|
|
SECTION
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
8.11
|
Limitation
of Liability.
|
|
SECTION
8.12
|
Trustee
May Enforce Claims Without Possession of Certificates.
|
|
SECTION
8.13
|
Suits
for Enforcement.
|
|
SECTION
8.14
|
Waiver
of Bond Requirement.
|
|
SECTION
8.15
|
Waiver
of Inventory, Accounting and Appraisal Requirement.
|
ARTICLE
IX
REMIC
ADMINISTRATION
|
SECTION
9.01
|
REMIC
Administration.
|
|
SECTION
9.02
|
Prohibited
Transactions and Activities.
|
|
SECTION
9.03
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
ARTICLE
X
TERMINATION
|
SECTION
10.01
|
Termination.
|
|
SECTION
10.02
|
Additional
Termination Requirements.
|
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; Jurisdiction.
|
|
SECTION
11.05
|
Notices.
|
|
SECTION
11.06
|
Severability
of Provisions.
|
|
SECTION
11.07
|
Article
and Section References.
|
|
SECTION
11.08
|
Notice
to the Rating Agencies.
|
|
SECTION
11.09
|
Further
Assurances.
|
|
SECTION
11.10
|
Benefits
of Agreement.
|
|
SECTION
11.11
|
Acts
of Certificateholders.
|
|
SECTION
11.12
|
Intention
of the Parties and Interpretation.
|
Exhibits:
|
Exhibit
A-1
|
Form
of Class A-1 Certificates
|
|
Exhibit
A-2
|
Form
of Class A-2 Certificates
|
|
Exhibit
A-3
|
Form
of Class A-3 Certificates
|
|
Exhibit
A-4
|
Form
of Class A-4 Certificates
|
|
Exhibit
A-5
|
Form
of Class M-1 Certificates
|
|
Exhibit
A-6
|
Form
of Class M-2 Certificates
|
|
Exhibit
A-7
|
Form
of Class M-3 Certificates
|
|
Exhibit
A-8
|
Form
of Class M-4 Certificates
|
|
Exhibit
A-9
|
Form
of Class M-5 Certificates
|
|
Exhibit
A-10
|
Form
of Class M-6 Certificates
|
|
Exhibit
A-11
|
Form
of Class M-7 Certificates
|
|
Exhibit
A-12
|
Form
of Class M-8 Certificates
|
|
Exhibit
A-13
|
Form
of Class M-9 Certificates
|
|
Exhibit
A-14
|
Form
of Class M-10 Certificates
|
|
Exhibit
A-15
|
Form
of Class C Certificates
|
|
Exhibit
A-16
|
Form
of Class P Certificates
|
|
Exhibit
A-17
|
Form
of Class R Certificates
|
|
Exhibit
A-18
|
Form
of Class R-X Certificates
|
|
Exhibit
B
|
[Reserved]
|
|
Exhibit
C
|
Forms
of Assignment Agreements
|
|
Exhibit
D
|
Mortgage
Loan Schedule
|
|
Exhibit
E
|
Request
for Release
|
|
Exhibit
F-1
|
Form
of Trustee’s Initial Certification
|
|
Exhibit
F-2
|
Form
of Trustee’s Final Certification
|
|
Exhibit
F-3
|
Form
of Receipt of Mortgage Note
|
|
Exhibit
G
|
Form
of Cap Allocation Agreement
|
|
Exhibit
H
|
Form
of Lost Note Affidavit
|
|
Exhibit
I
|
Form
of Limited Power of Attorney
|
|
Exhibit
J
|
Form
of Investment Letter
|
|
Exhibit
K
|
Form
of Transfer Affidavit for Residual Certificates
|
|
Exhibit
L
|
Form
of Transferor Certificate
|
|
Exhibit
M
|
Form
of ERISA Representation Letter
|
|
Exhibit
N-1
|
Form
of Certification to be Provided by the Depositor with Form
10-K
|
|
Exhibit
N-2
|
Form
of Certification to be Provided to the Depositor by the
Servicer
|
|
Exhibit
O
|
Form
of Interest Rate Cap Agreement
|
|
Exhibit
P
|
Additional
Disclosure Notification
|
|
Exhibit
Q
|
Form
of Interest Rate Swap Agreement
|
|
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
|
Servicing
Criteria
|
|
Exhibit
T
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
U
|
Form
of Custodial Agreement
|
|
Exhibit
V
|
Form
of Addition Notice
|
|
Exhibit
W
|
Form
of Subsequent Transfer Instrument
|
|
Exhibit
X
|
Form
of Basis Risk Cap Agreement
|
|
Schedule
I
|
Prepayment
Charge Schedule
|
This
Pooling and Servicing Agreement is dated as of August 1, 2006 (the “Agreement”),
among FINANCIAL ASSET SECURITIES CORP., as depositor (the “Depositor”), XXXXX
FARGO BANK, N.A., as master servicer and trust administrator (the “Master
Servicer” and “Trust Administrator”), XXXXX FARGO BANK, N.A., as servicer (the
“Servicer”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (the
“Trustee”).
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of twenty-one classes
of
certificates, designated as (i) the Class A-1 Certificates, (ii) the Class
A-2
Certificates, (iii) the Class A-3 Certificates, (iv) the Class A-4 Certificates,
(v) the Class M-1 Certificates, (vi) the Class M-2 Certificates, (vii) the
Class
M-3 Certificates, (viii) the Class M-4 Certificates, (ix) the Class M-5
Certificates, (x) the Class M-6 Certificates, (xi) the Class M-7 Certificates,
(xii) the Class M-8 Certificates, (xiii) the Class M-9 Certificates, (xiv)
the
Class M-10 Certificates, (xv) the Class C Certificates, (xvi) the Class P
Certificates, (xvii) the Class R Certificates and (xviii) the Class R-X
Certificates.
REMIC
1
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets subject to
this Agreement (exclusive of the Pre-Funding Account, the Interest Coverage
Account, the Net WAC Rate Carryover Reserve Account, the Basis Risk Cap
Agreement, the Interest Rate Cap Agreement, the Cap Account, the Cap Allocation
Agreement, any Subsequent Mortgage Loan Interest, any Servicer Prepayment Charge
Payment Amounts, the Swap Account, the Supplemental Interest Trust and the
Interest Rate Swap Agreement) as a REMIC for federal income tax purposes, and
such segregated pool of assets shall be designated as “REMIC 1.” The Class R-1
Interest shall represent the sole class of “residual interests” in REMIC 1 for
purposes of the REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through
Rate, the initial Uncertificated Principal 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 1 Regular Interests (as defined herein).
None of the REMIC 1 Regular Interests shall be certificated.
|
Designation
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
|||
|
I-LT1
|
Variable(2)
|
$ |
840,218,205.11
|
November
25, 2035
|
||
|
I-LT1PF
|
Variable(2)
|
$ |
209,896,726.30
|
November
25, 0000
|
||
|
X-XXX
|
Variable(2)
|
$ |
100.00
|
November
25, 2035
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 1 Pass-Through Rate”
herein.
REMIC
2
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the REMIC 1 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as “REMIC 2.”
The Class R-2 Interest shall evidence the sole class of “residual interests” in
REMIC 2 for purposes of the REMIC Provisions under federal income tax law.
The
following table irrevocably sets forth the designation, the Uncertificated
REMIC
2 Pass-Through Rate, the initial Uncertificated Principal 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 2 Regular Interests (as
defined herein). None of the REMIC 2 Regular Interests shall be
certificated.
|
Designation
|
Uncertificated
REMIC 2
Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|||||
|
I
|
Variable(2)
|
$
|
96,159,233.85
|
November
25, 2036
|
||||
|
I-1-A
|
Variable(2)
|
$
|
13,484,678.46
|
November
25, 2036
|
||||
|
I-1-B
|
Variable(2)
|
$
|
13,484,678.46
|
November
25, 2036
|
||||
|
I-2-A
|
Variable(2)
|
$
|
14,488,122.22
|
November
25, 2036
|
||||
|
I-2-B
|
Variable(2)
|
$
|
14,488,122.22
|
November
25, 2036
|
||||
|
I-3-A
|
Variable(2)
|
$
|
15,092,064.39
|
November
25, 2036
|
||||
|
I-3-B
|
Variable(2)
|
$
|
15,092,064.39
|
November
25, 2036
|
||||
|
I-4-A
|
Variable(2)
|
$
|
14,925,372.54
|
November
25, 2036
|
||||
|
I-4-B
|
Variable(2)
|
$
|
14,925,372.54
|
November
25, 2036
|
||||
|
I-5-A
|
Variable(2)
|
$
|
14,716,907.06
|
November
25, 2036
|
||||
|
I-5-B
|
Variable(2)
|
$
|
14,716,907.06
|
November
25, 2036
|
||||
|
I-6-A
|
Variable(2)
|
$
|
14,499,296.86
|
November
25, 2036
|
||||
|
I-6-B
|
Variable(2)
|
$
|
14,499,296.86
|
November
25, 2036
|
||||
|
I-7-A
|
Variable(2)
|
$
|
13,965,799.88
|
November
25, 2036
|
||||
|
I-7-B
|
Variable(2)
|
$
|
13,965,799.88
|
November
25, 2036
|
||||
|
I-8-A
|
Variable(2)
|
$
|
13,463,823.16
|
November
25, 2036
|
||||
|
I-8-B
|
Variable(2)
|
$
|
13,463,823.16
|
November
25, 2036
|
||||
|
I-9-A
|
Variable(2)
|
$
|
12,966,619.72
|
November
25, 2036
|
||||
|
I-9-B
|
Variable(2)
|
$
|
12,966,619.72
|
November
25, 2036
|
||||
|
I-10-A
|
Variable(2)
|
$
|
14,939,551.23
|
November
25, 2036
|
||||
|
I-10-B
|
Variable(2)
|
$
|
14,939,551.23
|
November
25, 2036
|
||||
|
I-11-A
|
Variable(2)
|
$
|
15,378,371.96
|
November
25, 2036
|
||||
|
I-11-B
|
Variable(2)
|
$
|
15,378,371.96
|
November
25, 2036
|
||||
|
I-12-A
|
Variable(2)
|
$
|
16,095,212.99
|
November
25, 2036
|
||||
|
I-12-B
|
Variable(2)
|
$
|
16,095,212.99
|
November
25, 2036
|
||||
|
I-13-A
|
Variable(2)
|
$
|
28,021,324.47
|
November
25, 2036
|
||||
|
I-13-B
|
Variable(2)
|
$
|
28,021,324.47
|
November
25, 2036
|
||||
|
I-14-A
|
Variable(2)
|
$
|
56,148,640.76
|
November
25, 2036
|
||||
|
I-14-B
|
Variable(2)
|
$
|
56,148,640.76
|
November
25, 2036
|
||||
|
I-15-A
|
Variable(2)
|
$
|
85,325,393.78
|
November
25, 2036
|
||||
|
I-15-B
|
Variable(2)
|
$
|
85,325,393.78
|
November
25, 2036
|
||||
|
I-16-A
|
Variable(2)
|
$
|
7,274,909.95
|
November
25, 2036
|
||||
|
I-16-B
|
Variable(2)
|
$
|
7,274,909.95
|
November
25, 2036
|
||||
|
I-17-A
|
Variable(2)
|
$
|
8,207,873.55
|
November
25, 2036
|
||||
|
I-17-B
|
Variable(2)
|
$
|
8,207,873.55
|
November
25, 2036
|
||||
|
I-18-A
|
Variable(2)
|
$
|
29,725,102.14
|
November
25, 2036
|
||||
|
I-18-B
|
Variable(2)
|
$
|
29,725,102.14
|
November
25, 2036
|
||||
|
I-19-A
|
Variable(2)
|
$
|
4,118,356.11
|
November
25, 2036
|
||||
|
I-19-B
|
Variable(2)
|
$
|
4,118,356.11
|
November
25, 2036
|
||||
|
I-20-A
|
Variable(2)
|
$
|
3,912,756.16
|
November
25, 2036
|
||||
|
I-20-B
|
Variable(2)
|
$
|
3,912,756.16
|
November
25, 2036
|
||||
|
I-21-A
|
Variable(2)
|
$
|
3,718,049.25
|
November
25, 2036
|
||||
|
I-21-B
|
Variable(2)
|
$
|
3,718,049.25
|
November
25, 2036
|
||||
|
I-22-A
|
Variable(2)
|
$
|
3,533,631.08
|
November
25, 2036
|
||||
|
I-22-B
|
Variable(2)
|
$
|
3,533,631.08
|
November
25, 2036
|
||||
|
I-23-A
|
Variable(2)
|
$
|
3,358,931.99
|
November
25, 2036
|
||||
|
I-23-B
|
Variable(2)
|
$
|
3,358,931.99
|
November
25, 2036
|
||||
|
I-24-A
|
Variable(2)
|
$
|
3,278,158.40
|
November
25, 2036
|
||||
|
I-24-B
|
Variable(2)
|
$
|
3,278,158.40
|
November
25, 2036
|
||||
|
I-25-A
|
Variable(2)
|
$
|
3,215,871.31
|
November
25, 2036
|
||||
|
I-25-B
|
Variable(2)
|
$
|
3,215,871.31
|
November
25, 2036
|
||||
|
I-26-A
|
Variable(2)
|
$
|
4,539,564.22
|
November
25, 2036
|
||||
|
I-26-B
|
Variable(2)
|
$
|
4,539,564.22
|
November
25, 2036
|
||||
|
I-27-A
|
Variable(2)
|
$
|
11,981,636.10
|
November
25, 2036
|
||||
|
I-27-B
|
Variable(2)
|
$
|
11,981,636.10
|
November
25, 2036
|
||||
|
I-28-A
|
Variable(2)
|
$
|
3,098,639.82
|
November
25, 2036
|
||||
|
I-28-B
|
Variable(2)
|
$
|
3,098,639.82
|
November
25, 2036
|
||||
|
I-29-A
|
Variable(2)
|
$
|
2,579,407.24
|
November
25, 2036
|
||||
|
I-29-B
|
Variable(2)
|
$
|
2,579,407.24
|
November
25, 2036
|
||||
|
I-30-A
|
Variable(2)
|
$
|
8,731,037.09
|
November
25, 2036
|
||||
|
I-30-B
|
Variable(2)
|
$
|
8,731,037.09
|
November
25, 2036
|
||||
|
I-31-A
|
Variable(2)
|
$
|
1,230,181.98
|
November
25, 2036
|
||||
|
I-31-B
|
Variable(2)
|
$
|
1,230,181.98
|
November
25, 2036
|
||||
|
I-32-A
|
Variable(2)
|
$
|
1,108,540.37
|
November
25, 2036
|
||||
|
I-32-B
|
Variable(2)
|
$
|
1,108,540.37
|
November
25, 2036
|
||||
|
I-33-A
|
Variable(2)
|
$
|
1,068,844.73
|
November
25, 2036
|
||||
|
I-33-B
|
Variable(2)
|
$
|
1,068,844.73
|
November
25, 2036
|
||||
|
I-34-A
|
Variable(2)
|
$
|
1,030,578.00
|
November
25, 2036
|
||||
|
I-34-B
|
Variable(2)
|
$
|
1,030,578.00
|
November
25, 2036
|
||||
|
I-35-A
|
Variable(2)
|
$
|
993,688.09
|
November
25, 2036
|
||||
|
I-35-B
|
Variable(2)
|
$
|
993,688.09
|
November
25, 2036
|
||||
|
I-36-A
|
Variable(2)
|
$
|
958,124.88
|
November
25, 2036
|
||||
|
I-36-B
|
Variable(2)
|
$
|
958,124.88
|
November
25, 2036
|
||||
|
I-37-A
|
Variable(2)
|
$
|
923,840.09
|
November
25, 2036
|
||||
|
I-37-B
|
Variable(2)
|
$
|
923,840.09
|
November
25, 2036
|
||||
|
I-38-A
|
Variable(2)
|
$
|
890,787.26
|
November
25, 2036
|
||||
|
I-38-B
|
Variable(2)
|
$
|
890,787.26
|
November
25, 2036
|
||||
|
I-39-A
|
Variable(2)
|
$
|
858,921.65
|
November
25, 2036
|
||||
|
I-39-B
|
Variable(2)
|
$
|
858,921.65
|
November
25, 2036
|
||||
|
I-40-A
|
Variable(2)
|
$
|
828,200.16
|
November
25, 2036
|
||||
|
I-40-B
|
Variable(2)
|
$
|
828,200.16
|
November
25, 2036
|
||||
|
I-41-A
|
Variable(2)
|
$
|
798,581.30
|
November
25, 2036
|
||||
|
I-41-B
|
Variable(2)
|
$
|
798,581.30
|
November
25, 2036
|
||||
|
I-42-A
|
Variable(2)
|
$
|
806,297.38
|
November
25, 2036
|
||||
|
I-42-B
|
Variable(2)
|
$
|
806,297.38
|
November
25, 2036
|
||||
|
I-43-A
|
Variable(2)
|
$
|
740,268.09
|
November
25, 2036
|
||||
|
I-43-B
|
Variable(2)
|
$
|
740,268.09
|
November
25, 2036
|
||||
|
I-44-A
|
Variable(2)
|
$
|
734,093.45
|
November
25, 2036
|
||||
|
I-44-B
|
Variable(2)
|
$
|
734,093.45
|
November
25, 2036
|
||||
|
I-45-A
|
Variable(2)
|
$
|
19,221,797.50
|
November
25, 2036
|
||||
|
I-45-B
|
Variable(2)
|
$
|
19,221,797.50
|
November
25, 2036
|
||||
|
P
|
Variable(2)
|
$
|
100.00
|
November
25, 2036
|
||||
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 2 Pass-Through Rate”
herein.
REMIC
3
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as “REMIC 3.”
The Class R-3 Interest shall evidence the sole class of “residual interests” in
REMIC 3 for purposes of the REMIC Provisions under federal income tax law.
The
following table irrevocably sets forth the designation, the Uncertificated
REMIC
3 Pass-Through Rate, the initial Uncertificated Principal 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 3 Regular Interests (as
defined herein). None of the REMIC 3 Regular Interests shall be
certificated.
|
Designation
|
Uncertificated
REMIC 3
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
|||
|
LTAA
|
Variable(2)
|
$
|
1,029,112,632.78
|
November
25, 2036
|
||
|
LTA1
|
Variable(2)
|
$
|
3,574,370.00
|
November
25, 2036
|
||
|
LTA2
|
Variable(2)
|
$
|
1,468,880.00
|
November
25, 2036
|
||
|
LTA3
|
Variable(2)
|
$
|
2,350,870.00
|
November
25, 2036
|
||
|
LTA4
|
Variable(2)
|
$
|
691,770.00
|
November
25, 2036
|
||
|
LTM1
|
Variable(2)
|
$
|
430,550.00
|
November
25, 2036
|
||
|
LTM2
|
Variable(2)
|
$
|
393,790.00
|
November
25, 2036
|
||
|
LTM3
|
Variable(2)
|
$
|
241,530.00
|
November
25, 2036
|
||
|
LTM4
|
Variable(2)
|
$
|
210,020.00
|
November
25, 2036
|
||
|
LTM5
|
Variable(2)
|
$
|
183,770.00
|
November
25, 2036
|
||
|
LTM6
|
Variable(2)
|
$
|
183,770.00
|
November
25, 2036
|
||
|
LTM7
|
Variable(2)
|
$
|
162,770.00
|
November
25, 2036
|
||
|
LTM8
|
Variable(2)
|
$
|
147,020.00
|
November
25, 2036
|
||
|
LTM9
|
Variable(2)
|
$
|
115,510.00
|
November
25, 2036
|
||
|
LTM10
|
Variable(2)
|
$
|
131,260.00
|
November
25, 2036
|
||
|
LTZZ
|
Variable(2)
|
$
|
10,716,418.63
|
November
25, 2036
|
||
|
LTP
|
Variable(2)
|
$
|
100.00
|
November
25, 2036
|
||
|
LTIO
|
Variable(2)
|
$
|
(3)
|
November
25, 2036
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 3 Pass-Through Rate”
herein.
(3) REMIC
3
Regular Interest LTIO will not have an Uncertificated Principal Balance, but
will accrue interest on its Uncertificated Notional Amount, as defined
herein.
REMIC
4
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the REMIC 3 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as “REMIC 4.”
The Class R-4 Interest shall evidence the sole class of “residual interests” in
REMIC 4 for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the Original Class Certificate Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each Class of Certificates that represents one or more of the “regular
interests” in REMIC 4 created hereunder:
|
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||
|
Class
A-1
|
$
|
357,437,000.00
|
Variable(2)
|
November
25, 2036
|
||
|
Class
A-2
|
$
|
146,888,000.00
|
|
Variable(2)
|
November
25, 2036
|
|
|
Class
A-3
|
$
|
235,087,000.00
|
Variable(2)
|
November
25, 2036
|
||
|
Class
A-4
|
$
|
69,177,000.00
|
Variable(2)
|
November
25, 2036
|
||
|
Class
M-1
|
$
|
43,055,000.00
|
Variable(2)
|
November
25, 2036
|
||
|
Class
M-2
|
$
|
39,379,000.00
|
Variable(2)
|
November
25, 2036
|
||
|
Class
M-3
|
$
|
24,153,000.00
|
Variable(2)
|
November
25, 2036
|
||
|
Class
M-4
|
$
|
21,002,000.00
|
Variable(2)
|
November
25, 2036
|
||
|
Class
M-5
|
$
|
18,377,000.00
|
Variable(2)
|
November
25, 2036
|
||
|
Class
M-6
|
$
|
18,377,000.00
|
Variable(2)
|
November
25, 2036
|
||
|
Class
M-7
|
$
|
16,277,000.00
|
Variable(2)
|
November
25, 2036
|
||
|
Class
M-8
|
$
|
14,702,000.00
|
Variable(2)
|
November
25, 2036
|
||
|
Class
M-9
|
$
|
11,551,000.00
|
Variable(2)
|
November
25, 2036
|
||
|
Class
M-10
|
$
|
13,126,000.00
|
Variable(2)
|
November
25, 2036
|
||
|
Class
C Interest
|
$
|
21,526,931.41
|
Variable(4)
|
November
25, 2036
|
||
|
Class
P Interest
|
$
|
100.00
|
N/A(5)
|
November
25, 2036
|
||
|
Class
IO Interest
|
$
|
(6)
|
(7)
|
November
25, 2036
|
________________
(1)
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2)
Calculated
in accordance with the definition of “Pass-Through Rate” herein.
(3)
Subject
to increase and limitation as set forth in the definition of “Pass-Through Rate”
herein.
(4)
The
Class
C Interest will accrue interest at its variable Pass-Through Rate on the
Notional Amount of the Class C Interest outstanding from time to time which
shall equal the aggregate Uncertificated Principal Balance of the REMIC 3
Regular Interests (other than REMIC 3 Regular Interest LTP). The Class C
Interest will not accrue interest on its Certificate Principal
Balance.
(5)
The
Class
P Interest will not accrue interest.
(6)
For
federal income tax purposes, the Class IO Interest will not have a Certificate
Principal Balance, but will have a notional amount equal to the Uncertificated
Notional Amount of REMIC 3 Regular Interest LTIO.
(7)
For
federal income tax purposes, the Class IO Interest will not have a Pass-Through
Rate, but will be entitled to 100% of the amounts distributed on REMIC 3 Regular
Interest LTIO.
REMIC
5
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class C Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC 5.”
The Class R-5 Interest represents the sole class of “residual interests” in
REMIC 5 for purposes of the REMIC Provisions.
The
following table sets forth (or describes) the designation, Pass-Through Rate
,
the Original Class 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 Class of Certificates that represents a “regular
interest” in REMIC 5 created hereunder:
|
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||
|
Class
C Certificates
|
$ |
21,526,931.41
|
Variable(2)
|
November
25, 2036
|
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) The
Class
C Certificates will receive 100% of amounts received in respect of the Class
C
Interest.
The
Class C Certificates will also be entitled to Subsequent Mortgage Loan Interest,
as a right with respect to a component of the Class C Certificates that will
not
be treated as a REMIC regular interest but rather as separate interest strips
from the Subsequent Mortgage Loans for a specified period of time.
REMIC
6
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 6.”
The Class R-6 Interest represents the sole class of “residual interests” in
REMIC 6 for purposes of the REMIC Provisions.
The
following table sets forth (or describes) the designation, Pass-Through Rate,
the Original Class 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 Class of Certificates that represents a “regular
interest” in REMIC 6 created hereunder:
|
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||
|
Class
P
|
$ |
100.00
|
Variable(2)
|
November
25, 2036
|
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) The
Class
P Certificates will receive 100% of amounts received in respect of the Class
P
Interest.
REMIC
7
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class IO Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC 7.”
The Class R-7 Interest represents the sole class of “residual interests” in
REMIC 7 for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the Original Class 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 7 Regular Interest, which will be
uncertificated.
|
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||
|
SWAP
IO
|
N/A
|
Variable(2)
|
November
25, 2036
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) REMIC
7
Regular Interest SWAP IO shall receive 100% of amounts received in respect
of
the Class IO Interest.
ARTICLE
I
DEFINITIONS
| SECTION 1.01 |
Defined
Terms.
|
Whenever
used in this Agreement or in the Preliminary Statement, the following words
and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all calculations in
respect of interest on the Floating Rate Certificates shall be made on the
basis
of the actual number of days elapsed and a 360-day year and all calculations
in
respect of interest on the
Class
C
Certificates and all other calculations of interest described herein shall
be
made on the basis of a 360-day year consisting of twelve 30-day months. The
Class P Certificates and the Residual Certificates are not entitled to
distributions in respect of interest and, accordingly, will not accrue
interest.
“10-K
Filing Deadline” has the meaning set forth in Section
4.05(a)(iv)(A).
“1933
Act”: The Securities Act of 1933, as amended.
“Account”:
Any of the Collection Account, Distribution Account, Pre-Funding Account,
Interest Coverage Account, Cap Account or Swap Account.
“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 Floating Rate 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 such Distribution Date. With respect to the Class C
Certificates and each Distribution Date, the calendar month prior to the month
of such Distribution Date.
“Addition
Notice”: With respect to the transfer of Subsequent Mortgage Loans to the Trust
Fund pursuant to Section 2.08, a notice of the Depositor’s designation of the
Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate
principal balance of such Subsequent Mortgage Loans as of the Subsequent Cut-off
Date. The Addition Notice shall be given not later than three Business Days
prior to the related Subsequent Transfer Date and shall be substantially in
the
form attached hereto as Exhibit V.
“Additional
Disclosure Notification”: The meaning set forth in Section 4.05(a)(ii).
“Additional
Form 10-D Disclosure”: The
meaning set forth in Section 4.05(a)(i).
“Additional
Form 10-K Disclosure”: The meaning set forth in Section
4.05(a)(iv).
“Adjustable-Rate
Mortgage Loan”: A first lien Mortgage Loan which provides at any period during
the life of such loan for the adjustment of the Mortgage Rate payable in respect
thereto. The Adjustable Rate Mortgage Loans are identified as such on the
Mortgage Loan Schedule.
“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 Servicing Fee Rate, (ii) the Administration 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 sum of (i) the Servicing Fee Rate and (ii) the Administration Fee Rate
and
(iii) the Credit Risk Manager Fee Rate.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, each adjustment date,
on 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.
“Administration
Fee”: The amount payable to the Trust Administrator on each Distribution Date
pursuant to Section 8.05 as compensation for all services rendered by the Trust
Administrator in the execution and administration of the trust created hereby
and in the exercise and performance of any of the powers and duties of the
Trust
Administrator hereunder, which amount, with respect to the Mortgage Loans and
REO Properties and for any calendar month, shall be equal to one-twelfth of
the
Administration Fee Rate (without regard to the words “per annum” in the
definition thereof) multiplied by the Stated Principal Balance of the Mortgage
Loans as of the first day of the related Due Period and amounts in the
Pre-Funding Account. The fee payable to the Trustee for all services rendered
by
it in the exercise and performance of any of its respective powers and duties
hereunder will be paid by the Trust Administrator on an annual basis from its
own funds in accordance with a separate agreement between the Trust
Administrator and the Trustee.
“Administration
Fee Rate”: 0.0050% per annum.
“Advance”:
As to any Mortgage Loan or REO Property, any advance made by the Master Servicer
or Servicer in respect of any Distribution Date pursuant to Section
4.04
“Advance
Facility”: As defined in Section 3.29 hereof.
“Advance
Facility Notice”: As defined in Section 3.29 hereof.
“Advance
Financing Person”: As defined in Section 3.29 hereof.
“Advance
Reimbursement Amounts”: As defined in Section 3.29 hereof.
“Adverse
REMIC Event”: As defined in Section 9.01(f) hereof.
“Affiliate”:
With respect to any Person, any other Person controlling, controlled by or
under
common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
or
indirectly, whether through ownership of voting securities, by contract or
otherwise and “controlling” and “controlled” shall have meanings correlative to
the foregoing.
“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, the sum of (i) any Realized Losses allocated to such
Class of Certificates on such Distribution Date and (ii) the amount of any
Allocated Realized Loss Amount for such Class of Certificates remaining
undistributed from the previous Distribution Date as reduced by an amount equal
to the increase in the related Certificate Principal Balance due to the receipt
of Subsequent Recoveries.
“Assessment
of Compliance”: As defined in Section 3.21.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form, which is sufficient under the laws of the jurisdiction wherein
the related Mortgaged Property is located to reflect or record the sale of
the
Mortgage.
“Assignment
Agreements”: Each Assignment and Recognition Agreement, dated the Closing Date,
among the Seller, the related Originator and the Depositor, pursuant to which
certain of the Seller’s rights under the related Master Agreement were assigned
to the Depositor, substantially in the forms attached hereto as Exhibit
C.
“Assumed
Final Maturity Date”: As to each Class of Certificates, the date set forth as
such in the Prospectus Supplement.
“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 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 during the related Prepayment Period, (c) the
aggregate of any amounts received in respect of a related REO Property withdrawn
from any REO Account and deposited in the Collection Account for such
Distribution Date, (d) the aggregate of any amounts deposited in the Collection
Account by the 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, (f) the aggregate
of any related advances made by the Trustee in respect of the Mortgage Loans
for
such Distribution Date pursuant to Section 7.02, (g) 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 Servicer Prepayment
Charge Payment Amount, (h) with respect to the Distribution Date immediately
following the end of the Funding Period, any amounts in the Pre-Funding Account
(exclusive of any investment income therein) after giving effect to any purchase
of Subsequent Mortgage Loans and (i) with respect to each Distribution Date
during the Funding Period and on the Distribution Date immediately following
the
end of the Funding Period, any amounts withdrawn by the Trust Administrator
from
the Interest Coverage Account for distribution on the Certificates on such
Distribution Date 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.09, (b) Extraordinary Trust Fund Expenses reimburseable to the
Trustee, the Servicer, the Master Servicer or the Trust Administrator pursuant
to 3A.12 or the Trustee pursuant to Section 3.11(b) or the Swap Provider
(including any New Swap Payment and Swap Termination Payment owed to the Swap
Provider but excluding any Swap Termination Payment owed to the Swap Provider
resulting from a Swap Provider Trigger Event), (b) amounts deposited in the
Collection Account or the Distribution Account pursuant to clauses (a) through
(g) above, as the case may be, in error, (c) 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 Servicer Prepayment Charge
Payment Amount, (d) any indemnification payments or expense reimbursements
made
by the Trust Fund pursuant to Section 6.03 or Section 8.05, (e) any Net Swap
Payment or Swap Termination Payment owed to the Swap Provider (other than any
Swap Termination Payment owed to the Swap Provider resulting from a Swap
Provider Trigger Event) and (f) 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 3A.12.
“Back-Up
Certification”: The meaning set forth in Section 4.05(a)(iv).
“Balloon
Mortgage Loan”: A Mortgage Loan that provides for the payment of the unamortized
Stated 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 Stated 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.
“Basis
Risk Cap Agreement”: The Basis Risk Cap Agreement between the Trust
Administrator on behalf of the Trust and the Cap Provider, a form of which
is
attached hereto as Exhibit X.
“Basis
Risk Cap Amount”: The Basis Risk Cap Amount for any Class of the Floating-Rate
Certificates is equal to (i) the aggregate amount received by the Trust from
the
Basis Risk Cap Agreement multiplied by (ii) a fraction equal to (a) the
Certificate Principal Balance of such Class immediately prior to the applicable
Distribution Date divided by (b) the aggregate Certificate Principal Balance
of
the Floating-Rate Certificates immediately prior to the applicable Distribution
Date.
“Book-Entry
Certificates”: Any of the Certificates that shall be registered in the name of
the Depository or its nominee, the ownership of which is reflected on the books
of the Depository or on the books of a Person maintaining an account with the
Depository (directly, as a “Depository Participant”, or indirectly, as an
indirect participant in accordance with the rules of the Depository and as
described in Section 5.02 hereof). On the Closing Date, the Floating Rate
Certificates shall be Book-Entry Certificates.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings institutions in the State of Delaware, the State of New York, the State
of Texas, the State of California, the State of Minnesota or in the city in
which the Corporate Trust Office of the Trustee or the Corporate Trust Office
of
the Trust Administrator is 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
4.12. The Cap Account must be an Eligible Account.
“Cap
Allocation Agreement”: The Cap Allocation Agreement, dated as of the Closing
Date between the Trust Administrator and the Cap Trustee, a form of which is
attached hereto as Exhibit G.
“Cap
Provider”: The Bank of New York.
“Cap
Trustee”: Xxxxx Fargo Bank, N.A., a national banking association, not in its
individual capacity but solely in its capacity as Cap Trustee, and any successor
thereto.
“Certificate”:
Any Regular Certificate or Residual Certificate.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or non-U.S. Person
shall not be a Holder of a Residual Certificate for any purpose 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 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 and the Trustee may conclusively rely
upon a certificate of the Depositor, the Servicer 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 and the Trustee 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
Margin”: With respect to the Floating Rate Certificates and for purposes of the
Marker Rate and the Maximum Uncertificated Accrued Interest Deferral Amount,
the
specified REMIC 3 Regular Interest, as follows:
|
Class
|
REMIC
3 Regular Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
A-1
|
LTA1
|
0.040%
|
0.080%
|
|
A-2
|
LTA2
|
0.090%
|
0.180%
|
|
A-3
|
LTA3
|
0.160%
|
0.320%
|
|
A-4
|
LTA4
|
0.250%
|
0.500%
|
|
M-1
|
LTM1
|
0.290%
|
0.435%
|
|
M-2
|
LTM2
|
0.300%
|
0.450%
|
|
M-3
|
LTM3
|
0.330%
|
0.495%
|
|
M-4
|
LTM4
|
0.380%
|
0.570%
|
|
M-5
|
LTM5
|
0.400%
|
0.600%
|
|
M-6
|
LTM6
|
0.450%
|
0.675%
|
|
M-7
|
LTM7
|
0.850%
|
1.275%
|
|
M-8
|
LTM8
|
1.000%
|
1.500%
|
|
M-9
|
LTM9
|
2.000%
|
3.000%
|
|
M-10
|
LTM10
|
2.300%
|
3.450%
|
__________
(1) For
the
Accrual Period for each Distribution Date on or prior to the Optional
Termination Date.
(2) For
each
other Accrual Period.
“Certificate
Owner”: With respect to each Book-Entry Certificate, any beneficial owner
thereof.
“Certificate
Principal Balance”: With respect to any Class of Regular Certificates (other
than the Class C Certificates) immediately prior to any Distribution Date,
will
be equal to the Initial Certificate Principal Balance thereof plus any
Subsequent Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 4.01, reduced by the sum of all amounts actually
distributed in respect of principal of such Class and, in the case of a
Mezzanine Certificate, Realized Losses allocated thereto on all prior
Distribution Dates. With respect to the Class C Certificates as of any date
of
determination, an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC 3 Regular Interests over (B)
the
then aggregate Certificate Principal Balance of the Floating Rate Certificates
and the Class P Certificates then outstanding.
“Certificate
Register” and “Certificate Registrar”: The register maintained and registrar
appointed pursuant to Section 5.02 hereof.
“Certification”:
As defined in Section 3.22(b)(ii).
“Certification
Parties”: The meaning set forth in Section 4.05(a)(iv).
“Certifying
Person”: The meaning set forth in Section 4.05(a)(iv).
“Class”:
Collectively, Certificates which have the same priority of payment and bear
the
same class designation and the form of which is identical except for variation
in the Percentage Interest evidenced thereby.
“Class
A-1 Certificate”: Any one of the Class A-1 Certificates executed by the
Trust
Administrator,
and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-1, representing (i) a Regular Interest in
REMIC
4, (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 by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-2, representing (i) a
Regular Interest in REMIC 4, (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 by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-3, representing (i) a
Regular Interest in REMIC 4, (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 by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-4, representing (i) a
Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
C
Certificates”: Any one of the Class C Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-15, representing (i) a Regular Interest in REMIC 5, (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
C
Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class C Certificates, evidencing a Regular Interest
in REMIC 4 for purposes of the REMIC Provisions.
“Class
IO
Distribution Amount”: As defined in Section 4.10 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 IO Interest on such Distribution
Date,
all as further provided in Section 4.10 hereof.
“Class
IO
Interest”: An uncertificated interest in the Trust Fund evidencing a Regular
Interest in REMIC 4.
“Class
M-1 Certificate”: Any one of the Class M-1 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-5, representing (i) a
Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
M-1 Credit Enhancement Percentage”: With respect to any Distribution Date, the
percentage obtained by dividing (x) the aggregate Certificate Principal Balance
of the Mezzanine Certificates (other than the Class M-1 Certificates) and the
Class CE Certificates by (y) 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 holders of the Certificates then entitled to distributions of
principal on such Distribution Date.
“Class
M-1 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date) and (ii) the Certificate Principal Balance of the Class
M-1 Certificates immediately prior to such Distribution Date over (y) the lesser
of (A) the product of (i) 62.20% and (ii) the 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 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) minus the
Overcollateralization Floor.
“Class
M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-6, representing (i) a
Regular Interest in REMIC 4, (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 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date) and (iii) the
Certificate Principal Balance of the Class M-2 Certificates immediately prior
to
such Distribution Date over (y) the lesser of (A) the product of (i) 69.70%
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 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) minus the Overcollateralization Floor.
“Class
M-3 Certificate”: Any one of the Class M-3 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-7, representing (i) a
Regular Interest in REMIC 4, (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 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 74.30% 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 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) minus the
Overcollateralization Floor.
“Class
M-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-8, representing (i) a
Regular Interest in REMIC 4, (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”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (v) 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) 78.30% 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 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) minus the Overcollateralization Floor.
“Class
M-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-9, representing (i) a
Regular Interest in REMIC 4, (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”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) 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 (vi) 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) 81.80% 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 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) minus the
Overcollateralization Floor.
“Class
M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-10, representing (i)
a
Regular Interest in REMIC 4, (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”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Class A Principal Distribution Amount
on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) 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), (vi) 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 (vii) 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) 85.30% 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 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) minus the Overcollateralization Floor.
“Class
M-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-11, representing (i)
a
Regular Interest in REMIC 4, (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”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) 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), (vi) 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), (vii) 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 (viii) 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) 88.40% 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 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) minus the
Overcollateralization Floor.
“Class
M-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-12, representing (i)
a
Regular Interest in REMIC 4, (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”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) 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), (vi) 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), (vii) 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), (viii) 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 (ix) 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) 91.20% 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 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) minus the Overcollateralization Floor.
“Class
M-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-13, representing (i)
a
Regular Interest in REMIC 4, (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”: The excess of (x) the sum of (i) the
Certificate Principal Balance of the Senior Certificates (after taking into
account the distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) 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), (vi) 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), (vii) 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), (viii) 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), (ix) 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 (x) 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) 93.40% 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 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) minus the
Overcollateralization Floor.
“Class
M-10 Certificate”: Any one of the Class M-10 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-14, representing (i)
a
Regular Interest in REMIC 4, (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”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) 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), (vi) 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), (vii) 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), (viii) 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), (ix) 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), (x) 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 (xi) 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) 95.90% 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 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) minus the Overcollateralization Floor.
“Class
P
Certificates”: Any one of the Class P Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-16, representing a Regular
Interest in REMIC 6.
“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 4 for purposes of the REMIC Provisions.
“Class
R
Certificate”: The Class R Certificate executed by the Trust Administrator, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-17 and evidencing the ownership of the Class
R-1 Interest, the Class R-2 Interest, the Class R-3 Interest and the Class
R-4
Interest.
“Class
R-X Certificate”: The Class R-X Certificate executed by the Trust Administrator,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-18 and evidencing the ownership of the
Class R-5 Interest, the Class R-6 Interest and the Class R-7
Interest.
“Class
R-1 Interest”: The uncertificated Residual Interest in REMIC 1.
“Class
R-2 Interest”: The uncertificated Residual Interest in REMIC 2.
“Class
R-3 Interest”: The uncertificated Residual Interest in REMIC 3.
“Class
R-4 Interest”: The uncertificated Residual Interest in REMIC 4.
“Class
R-5 Interest”: The uncertificated Residual Interest in REMIC 5.
“Class
R-6 Interest”: The uncertificated Residual Interest in REMIC 6.
“Class
R-7 Interest”: The uncertificated Residual Interest in REMIC 7.
“Close
of
Business”: As used herein, with respect to any Business Day, 5:00 p.m. (New York
time).
“Closing
Date”: August 17, 2006.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collection
Account”: The account or accounts created and maintained by the Servicer
pursuant to Section 3.10(a), which shall be entitled “Xxxxx Fargo Bank, N.A., as
Servicer for Deutsche Bank National Trust Company as Trustee, in trust for
the
registered Holders of Soundview Home Loan Trust 2006-3, Asset-Backed
Certificates, Series 2006-3,” which must be an Eligible Account.
“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.
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.
“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, 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx
00000-0000, 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—Soundview
2006-3 and (B) for all other purposes, Xxxxx Fargo Bank, N.A., 0000 Xxx
Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Services—
Soundview 2006-3, 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 3 Regular Interest set forth below, the
corresponding Regular Certificate set forth in the table below:
|
REMIC
3 Regular Interest
|
Regular
Certificate
|
|
LTA1
|
Class
A-1
|
|
LTA2
|
Class
A-2
|
|
LTA3
|
Class
A-3
|
|
LTA4
|
Class
A-4
|
|
LTM1
|
Class
M-1
|
|
LTM2
|
Class
M-2
|
|
LTM3
|
Class
M-3
|
|
LTM4
|
Class
M-4
|
|
LTM5
|
Class
M-5
|
|
LTM6
|
Class
M-6
|
|
LTM7
|
Class
M-7
|
|
LTM8
|
Class
M-8
|
|
LTM9
|
Class
M-9
|
|
LTM10
|
Class
M-10
|
|
LTP
|
Class
P
|
“Credit
Enhancement Percentage”: For any Distribution Date, the percentage equivalent of
a fraction, the numerator of which is the sum of the aggregate Certificate
Principal Balance of the Mezzanine Certificates and the Class C Certificates,
and the denominator of which is the sum of (x) the aggregate Stated Principal
Balance of the Mortgage Loans and (y) any amounts remaining on deposit in the
Pre-Funding Account (exclusive of any investment income therein), calculated
prior to taking into account payments of principal on the Mortgage Loans and
distribution of the Principal Distribution Amount to the Holders of 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”: Xxxxxxx Fixed Income Services Inc., a Colorado corporation,
formerly known as The Murrayhill 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”: 0.0120% 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 aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
“Custodial
Agreement”: The agreement dated August 1, 2006 among Deutsche Bank National
Trust Company, as trustee, JPMorgan Chase Bank, N.A., as custodian and Xxxxx
Fargo Bank, N.A., as master servicer and servicer.
“Custodian”:
Deutsche Bank National Trust Company, as custodian of the Mortgage Files, or
any
successor thereto with respect to all of the Mortgage Loans other than the
Centex Mortgage Loans. JPMorgan Chase Bank, National Association, as custodian
of the Mortgage Files with respect to the Centex Mortgage Loans.
“Cut-off
Date”: With respect to each Initial Mortgage Loan, August 1, 2006.
“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 Stated Principal Balance of the Mortgage Loan, which
valuation results from a proceeding initiated under the Bankruptcy
Code.
“Definitive
Certificates”: As defined in Section 5.02(c) hereof.
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by one or more
Qualified Substitute Mortgage Loans.
“Delinquency
Percentage”: For any Distribution Date, the percentage obtained by dividing (x)
the aggregate Stated Principal Balance of Mortgage Loans that are Delinquent
60
days or more (including Mortgage Loans that are in foreclosure, that have been
converted to REO Properties or that have been discharged by reason of bankruptcy
and are Delinquent 60 days or more) in each case, as of the last day of the
previous calendar month by (y) the aggregate Stated Principal Balance of the
Mortgage Loans (in each case, 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).
“Delinquent”:
With respect to any Mortgage Loan and related Monthly Payment, the Monthly
Payment due on a Due Date which is not made by the Close of Business on the
next
scheduled Due Date for such Mortgage Loan. For example, a Mortgage Loan is
60 or
more days Delinquent if the Monthly Payment due on a Due Date is not made by
the
Close of Business on the second scheduled Due Date after such Due
Date.
“Depositor”:
Financial Asset Securities Corp., a Delaware corporation, or any successor
in
interest.
“Depository”:
The initial Depository shall be The Depository Trust Company, whose nominee
is
Cede & Co., or any other organization registered as a “clearing agency”
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.
The
Depository shall initially be the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a “clearing corporation” as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of
New
York.
“Depository
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 any REMIC 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.
“Disqualified
Organization”: A “disqualified organization” under Section 860E of the Code,
which as of the Closing Date is any of: (i) the United States, any state or
political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (ii)
any
organization (other than a cooperative described in Section 521 of the Code)
which 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, (iii)
any
organization described in Section 1381(a)(2)(C) of the Code or (iv) an “electing
large partnership” within the meaning of Section 775 of the Code. A corporation
will not be treated as an instrumentality of the United States or of any state
or political subdivision thereof, if all of its activities are subject to tax
and a majority of its board of directors is not selected by a governmental
unit.
The term “United States”, “state” and “international organizations” shall have
the meanings set forth in Section 7701 of the Code.
“Distribution
Account”: The trust account or accounts created and maintained by the Trust
Administrator pursuant to Section 3.10(b) which shall be titled “Distribution
Account, Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the
registered Certificateholders of Soundview Home Loan Trust 2006-3, Asset-Backed
Certificates, Series 2006-3” and which must be an Eligible Account.
“Distribution
Date”: The 25th
day of
any calendar month, or if such 25th
day is
not a Business Day, the Business Day immediately following such 25th
day,
commencing in September 2006.
“Due
Date”: With respect to each Mortgage Loan and any Distribution Date, the first
day of the calendar month in which such Distribution Date occurs on which the
Monthly Payment for such Mortgage Loan was due (or, in the case of any Mortgage
Loan under the terms of which the Monthly Payment for such Mortgage Loan was
due
on a day other than the first day of the calendar month in which such
Distribution Date occurs, the day during the related Due Period on which such
Monthly Payment was due), exclusive of any days of grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the month preceding the month in which such Distribution Date
occurs and ending on the first day of the month in which such Distribution
Date
occurs.
“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 A-1+ by S&P,
F-1 by Fitch and P-1 by Xxxxx’x (or comparable ratings if S&P, Fitch and
Xxxxx’x are not the Rating Agencies) at the time any amounts are held on deposit
therein, (ii) an account or accounts the deposits in which are fully insured
by
the FDIC up to the insured amount, (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 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 and the Trustee. Eligible Accounts may bear interest.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Escrow
Payments”: The amounts constituting ground rents, taxes, assessments, water
rates, fire and hazard insurance premiums and other payments required to be
escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage
Loan.
“Excess
Overcollateralized Amount”: With respect to the Floating Rate 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 payment on such Distribution Date and (ii)
any
amounts received under the Interest Rate Swap Agreement for such purposes over
(iii) 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 Monthly Interest Distributable Amount distributable on the
Class C Certificates on such Distribution Date as reduced by Realized Losses
allocated thereto with respect to such Distribution Date pursuant to Section
4.08 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 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
Mae”: Federal National Mortgage Association or any successor
thereto.
“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.
“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 by the related
Originator, the Seller or the Servicer pursuant to or as contemplated by Section
2.03, Section 3.16(c) or Section 10.01, 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.
“Fitch”:
Fitch Ratings, or its successor in interest.
“Floating
Rate Certificates”: The Class A Certificates and the Mezzanine
Certificates.
“Floating
Swap Payment”: With respect to any Distribution Date, a floating amount equal to
the product of (i) Swap LIBOR, (ii) the related Base Calculation 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 Floating Rate Payer Payment Date (as defined in the Interest Rate
Swap
Agreement) to but excluding the current Floating Rate Payer Payment (or, for
the
first Floating Rate Payer Payment Date, the actual number of days elapsed from
the Closing Date to but excluding the first Floating Rate Payer Payment Date),
and the denominator of which is 360.
“Form
8-K
Disclosure Information”: The meaning set forth in Section
4.05(a)(iii).
“Formula
Rate”: For any Distribution Date and the Floating Rate Certificates, the lesser
of (a) the sum of (i) LIBOR plus (ii) the related Certificate Margin and (b)
the
Maximum Cap Rate.
“Xxxxxxx
Mac”: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
“Funding
Period”: The period beginning on the Closing Date and ending on the earlier to
occur of (a) the date upon which the amount on deposit in the Pre-Funding
Account (exclusive of any investment income therein) has been reduced to $10,000
or (b) November 15, 2006.
“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 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 of decreasing priority: 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 and Class M-10
Certificates.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class C
Certificates, the Class P Certificates and/or the Class R Certificates (or
any
portion thereof).
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, the Servicer or the Master Servicer and
their
respective Affiliates, (b) does not have any direct financial interest in or
any
material indirect financial interest in the Depositor or the Servicer or any
Affiliate thereof, and (c) is not connected with the Depositor or the Servicer
or any Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions; provided,
however, that a Person shall not fail to be Independent of the Depositor or
the
Servicer or any Affiliate thereof merely because such Person is the beneficial
owner of 1% or less of any class of securities issued by the Depositor or the
Servicer or any Affiliate thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Servicer or the Master
Servicer) that would be an “independent contractor” with respect to any of the
REMICs created hereunder within the meaning of Section 856(d)(3) of the Code
if
such REMIC 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
each such REMIC does not receive or derive any income from such Person and
provided that the relationship between such Person and such REMIC 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.
“Initial
Certificate Principal Balance”: With respect to any Regular Certificate, the
amount designated “Initial Certificate Principal Balance” on the face
thereof.
“Initial
Mortgage Loan”: Any of the Mortgage Loans included in the Trust Fund as of the
Closing Date. The aggregate principal balance of the Initial Mortgage Loans
as
of the Cut-off Date is equal to $840,218,305.11.
“Insurance
Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy
covering a Mortgage Loan, to the extent such proceeds are received by the
Servicer and 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
Coverage Account”: The account established and maintained pursuant to Section
4.08, which account contains an amount, to be paid by the Depositor to the
Trust
Administrator on the Closing Date, that equals $0.00.
“Interest
Determination Date”: With respect to the Floating Rate Certificates and each
Accrual Period, the second LIBOR Business Day preceding the commencement of
such
Accrual Period.
“Interest
Rate Cap Agreement”: The Interest Rate Cap Agreement between the Cap Trustee and
the Cap Provider, a form of which is attached hereto as Exhibit O.
“Interest
Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross
Border) dated the Closing Date (together with the schedule thereto, the Master
Agreement) between the Swap Provider 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 or amounts withdrawn from the
Interest Coverage Account.
“Late
Collections”: With respect to any Mortgage Loan, all amounts received by the
Servicer subsequent to the Determination Date immediately following any related
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 on
a
contractual basis for such Due Period and not previously recovered.
“LIBOR”:
With respect to each Accrual Period, the rate determined by the Trust
Administrator
on the
related Interest Determination Date on the basis of the London interbank offered
rate for one-month United States dollar deposits, as such rate appears on the
Telerate Page 3750, as of 11:00 a.m. (London time) on such Interest
Determination Date. If such rate does not appear on Telerate Page 3750, the
rate
for such Interest Determination Date will be determined on the basis of the
offered rates of the Reference Banks for one-month United States dollar
deposits, as of 11:00 a.m. (London time) on such Interest Determination Date.
The Trust Administrator will request the principal London office of each of
the
Reference Banks to provide a quotation of its rate. On such Interest
Determination Date, LIBOR for the related Accrual Period will be established
by
the Trust Administrator as follows:
(i) If
on
such Interest Determination Date two or more Reference Banks provide such
offered quotations, 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 of 1%); and
(ii) If
on
such Interest Determination Date fewer than two Reference Banks provide such
offered quotations, LIBOR for the related Accrual Period shall be the higher
of
(i) LIBOR as determined on the previous Interest Determination Date and (ii)
the
Reserve Interest Rate.
“LIBOR
Business Day”: Any day on which banks in London, England and The City of New
York are open and conducting transactions in foreign currency and
exchange.
“Liquidated
Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of
which the Servicer has determined, in accordance with the servicing procedures
specified herein, 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 the Trust Fund
by
reason of its being purchased, sold or replaced pursuant to or as contemplated
by Section 2.03, Section 3.16(c) or Section 10.01. 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 the
Trust
Fund by reason of its being sold or purchased pursuant to Section 3.23 or
Section 10.01.
“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 by means of a trustee’s sale, foreclosure sale or
otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan
or an
REO Property pursuant to or as contemplated by Section 2.03, Section 3.16(c),
Section 3.23 or Section 10.01.
“Loan-to-Value
Ratio”: As of any date and as to any Mortgage Loan, the fraction, expressed as a
percentage, the numerator of which is the Stated Principal Balance of the
Mortgage Loan and the denominator of which is the Value of the related Mortgaged
Property.
“Losses”:
As defined in Section 9.03.
“Lost
Note Affidavit”: With respect to any Mortgage Loan as to which the original
Mortgage Note has been permanently lost, misplaced or destroyed and has not
been
replaced, an affidavit from the related Originator certifying that the original
Mortgage Note has been lost, misplaced or destroyed (together with a copy of
the
related Mortgage Note) and indemnifying the Trust against any loss, cost or
liability resulting from the failure to deliver the original Mortgage Note
in
the form of Exhibit H hereto.
“Majority
Certificateholders”: The Holders of Certificates evidencing at least 51% of the
Voting Rights.
“Marker
Rate”: With respect to the Class C Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the Uncertificated
REMIC 3 Pass-Through Rates for each REMIC 3 Regular Interest (other than REMIC
3
Regular Interest LTAA, REMIC 3 Regular Interest LTIO and REMIC 3 Regular
Interest LTP), with the rate on each such REMIC 3 Regular Interest (other than
REMIC 3 Regular Interest LTZZ) subject to a cap equal to the Pass-Through Rate
for the Corresponding Certificate for the purpose of this calculation; and
with
the rate on REMIC 3 Regular Interest LTZZ subject to a cap of zero for the
purpose of this calculation; provided, however, that solely for this purpose,
calculations of the Uncertificated REMIC 3 Pass-Through Rate and the related
caps with respect to each such REMIC 3 Regular Interest (other than REMIC 3
Regular Interest LTZZ) shall be multiplied by a fraction, the numerator of
which
is the actual number of days in the related Accrual Period and the denominator
of which is 30.
“Master
Agreement”: Either of the Master Mortgage Loan Purchase and Interim Servicing
Agreement, between an Originator and the Seller.
“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 Termination”: One or more of the events described in Section
7.01(b).
“Master
Servicing Compensation”: The meaning specified in Section 3A.09.
“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 the completion, correction or manipulation of such servicing
data as may be required by the Trustee (or other successor master servicer)
to
correct any errors or insufficiencies in the servicing data or otherwise to
enable the Trustee (or other successor master servicer) to master service the
Mortgage Loans properly and effectively.
“Maximum
Cap Rate”: For any Distribution Date with respect to the Floating Rate
Certificates, a per annum rate equal to (i) the sum of (x) the weighted average
of the Adjusted Net Maximum Mortgage Rates of the Mortgage Loans, weighted
on
the basis of the outstanding Stated Principal Balances of the Mortgage Loans
as
of the first day of the calendar month preceding the month of such Distribution
Date and (y) 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 (ii) with respect to the Floating
Rate Certificates, multiplied by 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.
“Maximum
Mortgage Rate”: With respect to each Mortgage Loan, the percentage set forth in
the related Mortgage Note as the maximum Mortgage Rate thereunder.
“Maximum
Uncertificated Accrued Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (a) accrued interest at the Uncertificated
REMIC 3 Pass-Through Rate applicable to REMIC 3 Regular Interest LTZZ for such
Distribution Date on a balance equal to the Uncertificated Principal Balance
of
REMIC 3 Regular Interest LTZZ minus the REMIC 3 Overcollateralization Amount,
in
each case for such Distribution Date, over (b) the sum of the Uncertificated
Accrued Interest on REMIC 3 Regular Interest LTA1, REMIC 3 Regular Interest
LTA2, REMIC 3 Regular Interest LTA3, REMIC 3 Regular Interest LTA4, REMIC 3
Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest
LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3
Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest
LTM8, REMIC 3 Regular Interest LTM9 and REMIC 3 Regular Interest LTM10 with
the
rate on each such REMIC 3 Regular Interest subject to a cap equal to the
Pass-Through Rate for the related Corresponding Certificate for the purpose
of
this calculation; provided, however, that for this purpose, calculations of
the
Uncertificated REMIC 3 Pass-Through Rate and the related caps with respect
to
each such REMIC 3 Regular Interest (other than REMIC 3 Regular Interest 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.
“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
or Class M-10 Certificate.
“MIN”:
The Mortgage Identification Number for Mortgage Loans registered with MERS
on
the MERS® System.
“Minimum
Mortgage Rate”: With respect to each Mortgage Loan, the percentage set forth in
the related Mortgage Note as the minimum Mortgage Rate thereunder.
“MOM
Loan”: With respect to any applicable 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 Floating Rate Certificates
and the Class C 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
C
Certificates) of such Class immediately prior to such Distribution Date, in
each
case, reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest
Shortfalls (allocated to such Certificate based on its respective entitlements
to interest irrespective of any Net 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, (ii) any modifications to a Mortgage Loan
pursuant to Section 3.07 and (iii) 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
clause (ii) of Section 3.07 and (c) on the assumption that all other amounts,
if
any, due under such Mortgage Loan are paid when due.
“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”: Each mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03(d) as from time to time held as a part of the
Trust
Fund, 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 1
on such date, separately identifying the Mortgage Loans, attached hereto as
Exhibit D, as supplemented by each schedule of Subsequent Mortgage Loans. The
Mortgage Loan Schedule shall be prepared by the Seller and shall set forth
the
following information with respect to each Mortgage Loan, as
applicable:
| (1) |
the
Mortgage Loan identifying number;
|
| (2) |
[reserved];
|
| (3) |
the
state and zip code of the Mortgaged
Property;
|
| (4) |
a
code indicating whether the Mortgaged Property was represented by
the
borrower, at the time of origination, as being
owner-occupied;
|
| (5) |
the
type of Residential Dwelling constituting the Mortgaged
Property;
|
| (6) |
the
original months to maturity;
|
| (7) |
the
stated remaining months to maturity from the Cut-off Date (or Subsequent
Cut-off Date, with respect to a Subsequent Mortgage Loan) based on
the
original amortization schedule;
|
| (8) |
the
Loan-to-Value Ratio at origination;
|
| (9) |
the
Mortgage Rate in effect immediately following the Cut-off Date (or
Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan);
|
| (10) |
the
date on which the first Monthly Payment was due on the Mortgage
Loan;
|
| (11) |
the
stated maturity date;
|
| (12) |
the
amount of the Monthly Payment at
origination;
|
| (13) |
the
amount of the Monthly Payment due on the first Due Date after the
Cut-off
Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan);
|
| (14) |
the
last Due Date on which a Monthly Payment was actually applied to
the
unpaid Stated Principal Balance;
|
| (15) |
the
original principal amount of the Mortgage
Loan;
|
| (16) |
the
Stated Principal Balance of the Mortgage Loan as of the Close of
Business
on the Cut-off Date (or Subsequent Cut-off Date, with respect to
a
Subsequent Mortgage Loan);
|
| (17) |
a
code indicating the purpose of the Mortgage Loan (i.e., purchase
financing, rate/term refinancing, cash-out
refinancing);
|
| (18) |
the
Mortgage Rate at origination;
|
| (19) |
a
code indicating the documentation program (i.e., full documentation,
limited income verification, no income verification, alternative
income
verification);
|
| (20) |
the
risk grade;
|
| (21) |
the
Value of the Mortgaged Property;
|
| (22) |
the
sale price of the Mortgaged Property, if
applicable;
|
| (23) |
the
actual unpaid principal balance of the Mortgage Loan as of the Cut-off
Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan);
|
| (24) |
the
type and term of the related Prepayment
Charge;
|
| (25) |
with
respect to any Adjustable-Rate Mortgage Loan, the rounding code,
the
Minimum Mortgage Rate, the Maximum Mortgage Rate, the Gross Margin,
the
next Adjustment Date and the Periodic Rate
Cap;
|
| (26) |
the
program code;
|
| (27) |
the
lien priority; and
|
| (28) |
the
MIN, if applicable.
|
The
Mortgage Loan Schedule shall set forth the following information with respect
to
the Mortgage Loans as of the Cut-off Date (or Subsequent Cut-off Date, with
respect to a Subsequent Mortgage Loan): (1) the number of Mortgage Loans; (2)
the current Principal Balance of the Mortgage Loans; (3) the weighted average
Mortgage Rate of the Mortgage Loans and (4) the weighted average remaining
term
to maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended
from time to time by the Servicer in accordance with the provisions of this
Agreement. With respect to any Qualified Substitute Mortgage Loan, Cut-off
Date
shall refer to the Cut-off Date for such Mortgage Loan, determined in accordance
with the definition of Cut-off Date herein. On the Closing Date, the Depositor
will deliver to the Servicer, as of the Cut-off Date, an electronic copy of
the
Mortgage Loan Schedule.
“Mortgage
Note”: The original executed note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgage
Pool”: The pool of Mortgage Loans, identified on Exhibit D from time to time,
and any REO Properties acquired in respect thereof and as supplemented by any
Subsequent Mortgage Loans identified on each schedule of Subsequent Mortgage
Loans attached to a Subsequent Transfer Instrument.
“Mortgage
Rate”: With respect to each fixed-rate Mortgage Loan, the rate set forth in the
related Mortgage Note. With respect to each Adjustable-Rate 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 (A)
as
of any date of determination until the first Adjustment Date following the
Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan) shall be the rate set forth in the Mortgage Loan Schedule as the Mortgage
Rate in effect immediately following the Cut-off Date (or Subsequent Cut-off
Date, with respect to a Subsequent Mortgage Loan) and (B) as of any date of
determination thereafter shall be the rate as adjusted on the most recent
Adjustment Date, to equal the sum, rounded to the next highest or nearest 0.125%
(as provided in the Mortgage Note), of the Index, determined as set forth in
the
related Mortgage Note, plus the related Gross Margin subject to the limitations
set forth in the related Mortgage Note. 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 a fee simple estate in a parcel of 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 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 or ancillary
income received and retained in connection with the liquidation of such Mortgage
Loan or Mortgaged Property.
“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
Floating Rate Certificates, (B) the Unpaid Interest Shortfall Amounts for the
Senior 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.
“Net
Prepayment Interest Shortfall”: With respect to any Distribution Date, the
excess, if any, of any Prepayment Interest Shortfalls for such date over the
related Compensating Interest.
“Net
WAC
Rate”: With respect to the Floating Rate Certificates and (X) the first two
Distribution Dates, a per annum rate equal to (I) a fraction, expressed as
a
percentage, (1) the numerator of which is equal to the product of (A) 12
multiplied by (B) the sum of (i) the amount of interest which accrued on the
Initial Mortgage Loans in the prior calendar month (after giving effect to
principal prepayments) at their Adjusted Net Mortgage Rates and (ii) amounts
withdrawn from the Interest Coverage Account, if any, for such Distribution
Date
minus the amount of any Net Swap Payment and Swap Termination Payment (only
if
such Swap Termination Payment was not due to an event of default or certain
termination events with respect to the Swap Provider) made to the Swap Provider
and (2) the denominator of which is equal to the sum of (i) the aggregate Stated
Principal Balance of the Mortgage Loans as of the first day of the month
preceding the month in which such Distribution Date occurs, after giving effect
to principal prepayments received during the related Prepayment Period and
(ii)
the amounts on deposit in the Pre-Funding Account multiplied by (II) a fraction
whose numerator is 360 and whose denominator is the actual number of days in
the
related Accrual Period; and (Y) each Distribution Date thereafter, a per annum
rate equal to (I) a fraction, expressed as a percentage, (1) the numerator
of
which is equal to the product of (A) 12 multiplied by (B) the sum of (i) the
amount of interest which accrued on the Mortgage Loans in the prior calendar
month (after giving effect to principal prepayments) at their Adjusted Net
Mortgage Rates and (ii) amounts withdrawn from the Interest Coverage Account,
if
any, for such Distribution Date minus the amount of any Net Swap Payment and
Swap Termination Payment (only if such Swap Termination Payment was not due
to a
Swap Provider Termination Event) made to the Swap Provider and (2) the
denominator of which is equal to the sum of (i) the aggregate
Stated
Principal Balance of the Mortgage Loans as of the first day of the month
preceding the month in which such Distribution Date occurs, after giving effect
to principal prepayments received during the related Prepayment Period and
(ii)
the amounts on deposit in the Pre-Funding Account multiplied by (II) ) a
fraction whose numerator is 360 and whose denominator is the actual number
of
days in the related Accrual Period. For federal income tax purposes, the
equivalent of the foregoing shall be expressed as a per annum rate (which rate,
in the case of the Floating Rate Certificates, shall be multiplied by 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) equal to the
weighted average of the Uncertificated REMIC 3 Pass-Through Rates on each REMIC
3 Regular Interest (other than REMIC 3 Regular Interests LTIO), weighted on
the
basis of the Uncertificated Principal Balance of each such REMIC 3 Regular
Interest.
“Net
WAC
Rate Carryover Amount”: With respect to the Floating Rate 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 related
Formula Rate for the most recently ended Accrual Period.
“Net
WAC
Rate Carryover Reserve Account”: The account established and maintained pursuant
to Section 3.26.
“New
Lease”: Any lease of REO Property entered into on behalf of the Trust, including
any lease renewed or extended on behalf of the Trust if the Trust has the right
to renegotiate the terms of such lease.
“Nonrecoverable
Advance”: Any Advance or 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 or the Master Servicer, as applicable, will
not be ultimately recoverable from Late Collections, Insurance Proceeds,
Liquidation Proceeds or condemnation 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.
“Notional
Amount”: Immediately prior to any Distribution Date with respect to the Class C
Interest, the aggregate Uncertificated Principal Balance of the REMIC 3 Regular
Interests (other than the REMIC 3 Regular Interest LTP).
“Offered
Certificates”: The Class A Certificates and the Mezzanine Certificates (other
than the Class M-10 Certificates) offered to the public pursuant to the
Prospectus Supplement.
“Officers’
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 Originators,
the
Seller or the Depositor, as applicable.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be a
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 REMIC as a REMIC or (b) compliance with the REMIC
Provisions must be an opinion of Independent counsel.
“Optional
Termination Date”: The first Distribution Date on which the Terminator may opt
to terminate the Trust Fund pursuant to Section 10.01.
“Original
Class Certificate Principal Balance”:
With
respect to the Floating Rate Certificates, the Class C Certificates, the Class
C
Interest, the Class IO Interest, REMIC 7 Regular Interest SWAP IO, the Class
P
Certificates and the Class P Interest, the corresponding amounts set forth
opposite such Class above in the Preliminary Statement.
“Original
Pre-Funded Amount”: The amount deposited by the Depositor in the Pre-Funding
Account on the Closing Date, which amount is $209,896,726.30.
“Originator”:
Each of Aames Capital Corp., Centex Home Equity Company, LLC, Long Beach
Mortgage Company Meritage Mortgage Corporation and NovaStar Mortgage, Inc.
or
their respective successor in interest, as the context requires.
“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 (assuming that 100% of the Principal Remittance
Amount is applied as a principal distribution on such Distribution
Date).
“Overcollateralization
Floor”: $5,250,575.16.
“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) prior to the Stepdown Date, an amount
equal to 2.05% of the sum of (a) the aggregate Cut-off Date Principal Balance
of
the Initial Mortgage Loans and (b) the Original Pre-Funded Amount, (ii) on
or
after the Stepdown Date provided a Trigger Event is not in effect, the greater
of (A) 4.10% 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 (B) the
Overcollateralization Floor and
(iii)
on or after the Stepdown Date if a Trigger Event is in effect, the
Overcollateralization Target Amount for the immediately preceding Distribution
Date.
Notwithstanding the foregoing, on and after any Distribution Date following
the
reduction of the aggregate Certificate Principal Balance of the Floating Rate
Certificates to zero, the Overcollateralization Target Amount shall be
zero.
“Overcollateralized
Amount”: For any Distribution Date, the amount equal to (i) the sum of (a) 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) any funds on deposit in the Pre-Funding Accounts as of the
related Determination Date (exclusive of any investment income therein) minus
(ii) the aggregate Certificate Principal Balance of the Floating Rate
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 Floating
Rate Certificates and any Distribution Date, the lesser of (a) the related
Formula Rate and (b) the Net WAC Rate for such Distribution Date.
With
respect to the Class C Interest and any Distribution Date, a per annum rate
equal to the percentage equivalent of a fraction, the numerator of which is
(x)
the sum of (i) 100% of the interest on REMIC 3 Regular Interest LTP and (ii)
interest on the Uncertificated Balance of each REMIC 3 Regular Interest listed
in clause (y) at a rate equal to the related Uncertificated REMIC 3 Pass-Through
Rate minus the Marker Rate and the denominator of which is (y) the aggregate
Uncertificated Principal Balance of REMIC 3 Regular Interests XXXX, XXX0, XXX0,
XXX0, XXX0, XXX0, LTM2, LTM3, LTM4, LTM5, LTM6, LTM7, LTM8, LTM9 and
LTM10.
With
respect to the Class C Certificates, 100% of the interest distributable to
the
Class C Interest, expressed as a per annum rate.
The
Class
IO Interest shall not have a Pass-Through Rate, but interest for such Regular
Interest and each Distribution Date shall be an amount equal to 100% of the
amounts distributable to REMIC 3 Regular Interest LTIO.
The
REMIC
7 Regular Interest SWAP-IO Interest shall not have a Pass-Through Rate, but
interest for such Regular Interest and each Distribution Date shall be an amount
equal to 100% of the amounts distributable to the Class IO Interest for such
Distribution Date.
The
Class
P Certificates, Class R Certificates and Class R-X Certificates will not accrue
interest and therefore will not have a Pass-Through Rate.
“Paying
Agent”: Any paying agent appointed pursuant to Section 5.05.
“Percentage
Interest”: With respect to any Certificate (other than a Residual Certificate),
a fraction, expressed as a percentage, the numerator of which is the Initial
Certificate Principal Balance represented by such Certificate and the
denominator of which is the Original Class Certificate Principal Balance of
the
related Class. With respect to a Residual Certificate, the portion of the Class
evidenced thereby, expressed as a percentage, as stated on the face of such
Certificate; provided, however, that the sum of all such percentages for each
such Class totals 100%.
“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 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
Trustee, the Trust Administrator or any of their respective Affiliates or for
which an Affiliate of the Trustee or the Trust Administrator serves as an
advisor:
(1) 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;
(2) (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 one of the two highest
available ratings of Xxxxx’x and the highest available rating category of Fitch
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;
(3) 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 F-1+ or higher by Fitch, P-1 by
Xxxxx’x and rated A-1+ or higher by S&P, 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 Trust
Administrator
in
exchange for such collateral and (C) be delivered to the Trust Administrator
or,
if the Trust Administrator is supplying the collateral, an agent for the Trust
Administrator, in such a manner as to accomplish perfection of a security
interest in the collateral by possession of certificated
securities;
(4) 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 S&P (and if rated by any other Rating Agency, also by
such other Rating Agency) in its highest long-term unsecured rating category
at
the time of such investment or contractual commitment providing for such
investment;
(5) 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 S&P
(and if rated by any other Rating Agency, also by such other Rating Agency)
in
its highest short-term unsecured debt rating available at the time of such
investment;
(6) units
of
money market funds, including those money market funds managed or advised by
the
Trust Administrator or its Affiliates, that have been rated “AAA” by Fitch (if
rated by Fitch), “Aaa” by Xxxxx’x and “AAAm” or “AAAm-G” by S&P;
and
(i) if
previously confirmed in writing to the Trustee and the Trust Administrator,
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 Senior 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 a non-U.S. Person.
“Person”:
Any individual, corporation, limited liability company, partnership, 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.
“Pool
Balance”: As of any date of determination, the aggregate Stated Principal
Balance of the Mortgage Loans as of such date.
“Pre-Funding
Account”: The account established and maintained pursuant to Section 4.06, as
defined herein.
“Prepayment
Assumption”: As defined in the Prospectus Supplement.
“Prepayment
Charge”: With respect to any Mortgage Loan, the charges or premiums, if any, due
in connection with a full or partial Principal Prepayment of such Mortgage
Loan
in accordance with the terms thereof (other than any Servicer Prepayment Charge
Payment Amount).
“Prepayment
Charge Schedule”: As of any date, the list of Prepayment Charges on the Mortgage
Loans included in the Trust Fund on such date, attached hereto as Schedule
I
(including the prepayment charge summary attached thereto). The Prepayment
Charge Schedule shall set forth the following information with respect to each
Prepayment Charge:
(ii) the
Mortgage Loan identifying number;
(iii) a
code
indicating the type of Prepayment Charge;
(iv) the
state
of origination of the related Mortgage Loan;
(v) the
date
on which the first monthly payment was due on the related Mortgage
Loan;
(vi) the
term
of the related Prepayment Charge; and
(vii) the
Stated Principal Balance of the related Mortgage Loan as of the Cut-off Date
(or
Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan).
“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 occurring between the first day and the 13th
day of
the calendar month in which such Distribution Date occurs, an amount equal
to
interest (to the extent received) at the applicable Net Mortgage Rate on the
amount of such Principal Prepayment in full 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 Principal Prepayment during the portion of the
related Prepayment Period occurring from the first day of the related Prepayment
Period through the last day of the calendar month preceding the month in which
such Distribution Date occurs, an amount equal to one-month’s interest at the
applicable Net Mortgage Rate less any payments made by the Mortgagor on the
amount of such Principal Prepayment for the number of days commencing on the
date such Principal Prepayment is received and ending on the last day of the
calendar month preceding the month in which such Distribution Date
occurs.
“Prepayment
Period”: With respect to any Distribution Date, the period commencing on the
14th
day of
the calendar month preceding the calendar month in which such Distribution
Date
occurs (or, in the case of the first Distribution Date, from August 1, 2006)
and
ending on the 13th
day of
the calendar month in which the related Distribution Date occurs.
“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”: With respect to any Distribution Date, the sum of (i) the
Basic Principal Distribution Amount for such Distribution Date and (ii) the
Extra Principal Distribution Amount for such Distribution Date.
“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, that portion of
Available Funds equal to the sum of (i) each scheduled payment of principal
collected or advanced by the Servicer that were due during the related Due
Period, (ii) the principal portion of all partial and full Principal Prepayments
applied by the Servicer during the related Prepayment Period, (iii) the
principal portion of all related Net Liquidation Proceeds, Insurance Proceeds
and Subsequent Recoveries received during the related Prepayment Period with
respect to the Mortgage Loans, (iv) that portion of the Purchase Price,
representing principal of any repurchased Mortgage Loan, deposited to the
Collection Account during the related Prepayment Period, (v) the principal
portion of any related Substitution Adjustments deposited in the Collection
Account during the related Prepayment Period, (vi) on the Distribution Date
on
which the Trust Fund is to be terminated pursuant to Section 10.01, that portion
of the Termination Price, in respect of principal and (vii) on the Distribution
Date immediately following the end of the Funding Period, any remaining amounts
in the Pre-Funding Account (exclusive of any investment income therein) after
giving effect to any purchase of Subsequent Mortgage Loans.
“Prospectus
Supplement”: That certain Prospectus Supplement dated August 10, 2006 relating
to the public offering of the Offered Certificates.
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased by the
Seller or the Servicer pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 10.01, and as confirmed by an Officers’ Certificate from the
party purchasing the Mortgage Loan 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 10.01), (ii) in the case of (x) a
Mortgage Loan, accrued interest on such Stated Principal Balance at the
applicable 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, 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 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 4.04,
(iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan or REO Property pursuant to Section 3.23 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 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
Fund in connection with any violation with respect to such loan of any predatory
or abusive lending law. With respect to each Originator and any Mortgage Loan
or
REO Property to be purchased pursuant to or as contemplated by Section 2.03
or
10.01, and as confirmed by a certificate of an Officers’ Certificate of the
related Originator to the Trustee, an amount equal to the amount set forth
pursuant to the terms of the related Master Agreement.
“Qualified
Insurer”: Any insurance company acceptable to Xxxxxx Xxx.
“Qualified
Substitute Mortgage Loan”: With respect to the Seller, a mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement
which must, on the date of such substitution, (i) have an outstanding Stated
Principal Balance (or in the case of a substitution of more than one mortgage
loan for a Deleted Mortgage Loan, an aggregate 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 outstanding 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) if the
Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have
a
Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted
Mortgage Loan, (iv) if the Qualified Substitute Mortgage Loan is an
Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the
Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the Qualified
Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Gross
Margin equal to or greater than the Gross Margin of the Deleted Mortgage Loan,
(vi) if the Qualified Substitute Mortgage Loan is an 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) be current as of the date of substitution, (ix)
have a Loan-to-Value Ratio as of the date of substitution equal to or lower
than
the Loan-to-Value Ratio 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 been underwritten or
reunderwritten by the related Originator in accordance with the same
underwriting criteria and guidelines as the Deleted Mortgage Loan, (xii) be
a
first lien mortgage loan if the Deleted Mortgage Loan is a first lien mortgage
loan and (xiii) conform to each representation and warranty set forth in Section
3.01 of the Mortgage Loan Purchase Agreement or assigned to the Depositor
pursuant to the 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 Stated Principal Balance, the Mortgage
Rates described in clause (ii) hereof shall be satisfied for each such mortgage
loan, the risk gradings described in clause (x) hereof shall be satisfied as
to
each such mortgage loan, the terms described in clause (vii) hereof shall be
determined on the basis of weighted average remaining term to maturity (provided
that no such mortgage loan may have a remaining term to maturity longer than
the
Deleted Mortgage Loan), the Loan-to-Value Ratios described in clause (ix) 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 (xii) hereof must be satisfied as to each Qualified
Substitute Mortgage Loan or in the aggregate, as the case may be. With respect
to each Originator, a mortgage loan substituted for a Deleted Mortgage Loan
pursuant to the terms of the related Master Agreement which must, on the date
of
such substitution conform to the terms set forth in the related Master
Agreement.
“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, 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 (i) the Floating Rate Certificates, the Close of Business
on the Business Day immediately preceding the related Distribution Date;
provided, however, that following the date on which Definitive Certificates
for
any of the Floating Rate Certificates are available pursuant to Section 5.02,
the Record Date for such Certificates that are Definitive Certificates shall
be
the last Business Day of the calendar month preceding the month in which the
related Distribution Date occurs and (ii) the Class P Certificates, the Class
C
Certificates and the Residual Certificates, the Close of Business on the last
Business Day of the calendar month preceding the month in which the related
Distribution Date occurs.
“Reference
Banks”: Those banks (i) with an established place of business in London,
England, (ii) not controlling, under the control of or under common control
with
the Originators, the Master Servicer, the Servicer or any Affiliate thereof
and
(iii) which have been designated as such by the Trust Administrator, after
consultation with the Depositor; provided, however, that if fewer than two
of
such banks provide a LIBOR rate, then any leading banks selected by the Trust
Administrator after consultation with the Depositor which are engaged in
transactions in United States dollar deposits in the international Eurocurrency
market.
“Refinanced
Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
the related Mortgaged Property.
“Regular
Certificate”: Any of the Floating Rate Certificates, Class C Certificates or
Class P Certificates.
“Regulation
AB”: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100 - 229.1123, as such may be amended from time to time, and subject
to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be 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, or any state law providing for
similar relief.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage
Loan with respect to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended Due Period as a result of the
application of the Relief Act, the amount by which (i) interest collectible
on
such Mortgage Loan during such Due Period is less than (ii) one month’s interest
on the Stated Principal Balance of such Mortgage Loan at the Mortgage Rate
for
such Mortgage Loan before giving effect to the application of the Relief
Act.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“REMIC
1”: 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 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 Assignment Agreements
(including any security interest created thereby) and (v) the Collection
Account, the Distribution Account (subject to the last sentence of this
definition) 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, a REMIC election will not be made with respect to the Pre-Funding
Account, the Interest Coverage Account, the Net WAC Rate Carryover Reserve
Account, the Basis Risk Cap Agreement, the Interest Rate Cap Agreement, the
Cap
Account, the Cap Allocation Agreement, any Subsequent Mortgage Loan Interest,
any Servicer Prepayment Charge Payment Amounts, the Swap Account, the
Supplemental Interest Trust or the Interest Rate Swap Agreement.
“REMIC
1
Regular Interests”: Any of the separate non-certificated beneficial ownership
interests in REMIC 1 issued hereunder and designated as a “regular interest” in
REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto.
“REMIC
2”: The segregated pool of assets consisting of all of the REMIC 1 Regular
Interests and conveyed in trust to the Trustee, for the benefit of REMIC 3,
as
holder of the REMIC 2 Regular Interests, and the Class R Certificateholders,
as
Holders of the Class R-2 Interest, pursuant to Article II hereunder, and all
amounts deposited therein, with respect to which a separate REMIC election
is to
be made.
“REMIC
2
Regular Interests”: Any of the separate non-certificated beneficial ownership
interests in REMIC 2 issued hereunder and designated as a “regular interest” in
REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto.
“REMIC
3”: The segregated pool of assets consisting of all of the REMIC 2 Regular
Interests and conveyed in trust to the Trustee, for the benefit of REMIC 4,
as
holder of the REMIC 3 Regular Interests, and the Class R Certificateholders,
as
Holders of the Class R-3 Interest, pursuant to Article II hereunder, and all
amounts deposited therein, with respect to which a separate REMIC election
is to
be made.
“REMIC
3
Interest Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the aggregate Stated Principal Balance
of
the Mortgage Loans and related REO Properties then outstanding and (ii) the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTAA
minus
the Marker Rate, divided by (b) 12.
“REMIC
3
Overcollateralization Target Amount”: 1.00% of the Overcollateralization Target
Amount.
“REMIC
3
Overcollateralization Amount”: With respect to any date of determination, (i)
1.00% of the aggregate Uncertificated Principal Balance of the REMIC 3 Regular
Interests (other than REMIC 3 Regular Interest LTP) minus (ii) the aggregate
Uncertificated Principal Balance of REMIC 3 Regular Interest LTA1, REMIC 3
Regular Interest LTA2, REMIC 3 Regular Interest LTA3, REMIC 3 Regular Interest
LTA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3
Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest
LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3
Regular Interest LTM8, REMIC 3 Regular Interest LTM9 and REMIC 3 Regular
Interest LTM10, in each case as of such date of determination.
“REMIC
3
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 related REO Properties then outstanding and the amounts
on
deposit in the Pre-Funding Accounts (exclusive of any investment income therein)
and (ii) 1 minus a fraction, the numerator of which is two times the aggregate
Uncertificated Principal Balance of REMIC 3 Regular Interest LTA1, REMIC 3
Regular Interest LTA2, REMIC 3 Regular Interest LTA3, REMIC 3 Regular Interest
LTA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3
Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest
LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3
Regular Interest LTM8, REMIC 3 Regular Interest LTM9 and the denominator of
which is the aggregate Uncertificated Principal Balance of REMIC 3 Regular
Interest LTA1, REMIC 3 Regular Interest LTA2, REMIC 3 Regular Interest LTA3,
REMIC 3 Regular Interest LTA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular
Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4,
REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular
Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9,
REMIC 3 Regular Interest LTM10 and REMIC 3 Regular Interest LTZZ.
“REMIC
3
Regular Interests”: One of the separate non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and designated as a Regular Interest
in
REMIC 2. Each REMIC 3 Regular Interest shall accrue interest at the related
Uncertificated REMIC 3 Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto. The following is
a
list of each of the REMIC 3 Regular Interests: REMIC 3 Regular Interest LTAA,
REMIC 3 Regular Interest LTA1, REMIC 3 Regular Interest LTA2, REMIC 3 Regular
Interest LTA3, REMIC 3 Regular Interest LTA4, REMIC 3 Regular Interest LTM1,
REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular
Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6,
REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular
Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTZZ,
REMIC 3 Regular Interest LTP and REMIC 3 Regular Interest LTIO.
“REMIC
4”: The segregated pool of assets consisting of all of the REMIC 3 Regular
Interests conveyed in trust to the Trustee, for the benefit of the Holders
of
the Regular Certificates (other than the Class C Certificates or the Class
P
Certificates), the Class C Interest, the Class P Interest, the Class IO Interest
and the Class R Certificates (in respect of the Class R-4 Interest), pursuant
to
Article II hereunder, and all amounts deposited therein, with respect to which
a
separate REMIC election is to be made.
“REMIC
5”: The segregated pool of assets consisting of the Class C Interest conveyed
in
trust to the Trustee, for the benefit of the Holders of the Class C Certificates
and the Class R-X Certificates (in respect of the Class R-5 Interest), pursuant
to Article II hereunder, and all amounts deposited therein, with respect to
which a separate REMIC election is to be made.
“REMIC
6”: The segregated pool of assets consisting 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 Certificates (in respect of the Class R-6 Interest), pursuant
to Article II hereunder, and all amounts deposited therein, with respect to
which a separate REMIC election is to be made.
“REMIC
7”: The segregated pool of assets consisting of the Class IO Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the REMIC 7 Regular
Interest SWAP IO and the Class R-X Certificates (in respect of the Class R-7
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 real estate
mortgage investment conduits which appear at Section 860A through 860G of
Subchapter M of Chapter 1 of the Code, and related provisions, and regulations
and rulings promulgated thereunder, as the foregoing may be in effect from
time
to time.
“REMIC
Regular Interests”: The REMIC 1 Regular Interests, the REMIC 2 Regular
Interests, the REMIC 3 Regular Interests, the Class C Interest, the Class P
Interest and the Class IO Interest.
“Remittance
Report”: A report prepared by the Servicer and delivered to the Master Servicer
pursuant to Section 4.04.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code.
“REO
Account”: The account or accounts 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 the
Trust Fund.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of the Trust Fund, 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 10.01 that is allocable to such
REO
Property) or otherwise, net of any portion of such amounts (i) payable pursuant
to Section 3.23 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 for unpaid Servicing Fees in respect of the related Mortgage Loan
and unreimbursed Servicing Advances and 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 the Trust
Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section
3.23.
“Reporting
Servicer”: The meaning set forth in Section 4.05(a)(iv)(A).
“Reportable
Event”: The meaning set forth in Section 4.05(a)(iii).
“Request
for Release”: A release signed by a Servicing Officer, in 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
1%)
of the one-month United States dollar lending rates which banks in The City
of
New York 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, in the case of any Interest Determination
Date after the initial Interest Determination Date, the lowest one-month United
States dollar lending rate which such New York 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”: 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, any
director, any vice president, any assistant vice president, the Secretary,
any
assistant secretary, the Treasurer, any assistant treasurer 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
and, with respect to a particular matter, to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject.
“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”: A written certification signed by an officer of the Master
Servicer that complies with (i) the Xxxxxxxx-Xxxxx Act, and (ii) Exchange Act
Rules 13a-14(d) and 15d-14(d), as in effect from time to time; provided that
if,
after the Closing Date (a) the Xxxxxxxx-Xxxxx Act is amended, (b) the Rules
referred to in clause (ii) are modified or superseded by any subsequent
statement, rule or regulation of the Commission or any statement of a division
thereof, or (c) any future releases, rules and regulations are published by
the
Commission from time to time pursuant to the Xxxxxxxx-Xxxxx Act, which in any
such case affects the form or substance of the required certification and
results in the required certification being, in the reasonable judgment of
the
Master Servicer, materially more onerous that then form of the required
certification as of the Closing Date, the Xxxxxxxx-Xxxxx Certification shall
be
as agreed to by the Master Servicer and the Depositor following a negotiation
in
good faith to determine how to comply with any such new
requirements.
“Securities
Act”: The Securities Act of 1933, as amended, and the rules and regulations
thereunder.
“Seller”:
Greenwich Capital Financial Products, Inc., a Delaware corporation, in its
capacity as Seller under the Assignment Agreements.
“Senior
Certificate”: Any one of the Class A-1 Certificates, the Class A-2 Certificates,
the Class A-3 Certificates or the Class A-4 Certificates.
“Senior
Principal Distribution Amount”: The excess of (x) the Certificate Principal
Balance of the Senior Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) 54.00% 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 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) minus the related Overcollateralization Floor.
“Servicer”:
Xxxxx Fargo Bank, N.A. or any successor Servicer appointed as herein provided,
each in its capacity as a Servicer hereunder.
“Servicer
Certification”: As defined in Section 4.04.
“Servicer
Event of Termination”: One or more of the events described in Section
7.01.
“Servicer
Prepayment Charge Payment Amount”: The amounts payable by the Servicer in
respect of any waived Prepayment Charges pursuant to Section 2.05 or Section
3.01.
“Servicer
Remittance Date”: With respect to any Distribution Date, the third Business Day
prior to such Distribution Date.
“Servicing
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Servicing
Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the
Servicer in connection with a default, delinquency or other unanticipated event
by the Servicer in the performance of its servicing obligations, including,
but
not limited to, the cost of (i) the preservation, restoration and protection
of
a Mortgaged Property, (ii) any enforcement or judicial proceedings, including
foreclosures, in respect of a particular Mortgage Loan, including any expenses
incurred in relation to any such proceedings that result from the Mortgage
Loan
being registered on the MERS System, (iii) the management (including reasonable
fees in connection therewith) and liquidation of any REO Property, (iv) the
performance of its obligations under Section 3.01, Section 3.09, Section 3.13,
Section 3.14, Section 3.16 and Section 3.23. Servicing Advances shall 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 in respect of
a
Mortgage Loan or REO Property that, in the good faith business judgment of
the
Servicer, would not be ultimately recoverable from related Insurance Proceeds
or
Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.
The Servicer shall not be required to make any Servicing Advance that would
be a
Nonrecoverable Advance.
“Servicing
Criteria”: 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 outstanding principal balance of such Mortgage
Loan. 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”: 0.50% per annum.
“Servicing
Officer”: Any officer of the Servicer involved in, or responsible for, the
administration and servicing of Mortgage Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Servicer
to
the Master Servicer, the Trust Administrator, the Trustee and the Depositor
on
the Closing Date, 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 or the Master Servicer to correct any
errors or insufficiencies in the servicing data or otherwise to enable the
Trustee or the Master Servicer (or any successor servicer appointed pursuant
to
Section 7.02) to service the Mortgage Loans properly and effectively and any
fees associated with MERS.
“Startup
Day”: As defined in Section 9.01(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 outstanding principal balance of such Mortgage Loan
as
of the Cut-off Date 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 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 Due 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 the Trust Fund, minus 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 Distribution Date on which the aggregate
Certificate Principal Balance of the Senior Certificates has been reduced to
zero and (ii) the later to occur of (x) the Distribution Date occurring in
September 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 but prior to distribution
of
the Principal Distribution Amount to the Certificates then entitled to
distributions of principal on such Distribution Date) is equal to or greater
than 46.00%.
“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the
overall servicing of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans
under
the direction or authority of any Servicer (or a Sub-Servicer of any Servicer),
the Master Servicer, the Trustee, the Custodian or the Trust
Administrator.
“Subsequent
Assignment Agreements”: Each Assignment and Recognition Agreement, dated the
related Subsequent Transfer Date, among the Seller, the related Originator
and
the Depositor, pursuant to which certain of the Seller’s rights under the
related Master Agreement were assigned to the Depositor.
“Subsequent
Cut-off Date”: With respect to those Subsequent Mortgage Loans sold to the Trust
Fund pursuant to a Subsequent Transfer Instrument, the later of (i) first day
of
the month in which the related Subsequent Transfer Date occurs or (ii) the
date
of origination of such Mortgage Loan.
“Subsequent
Mortgage Loan”: A Mortgage Loan sold by the Depositor to the Trust Fund pursuant
to Section 2.08, such Mortgage Loan being identified on the Mortgage Loan
Schedule attached to a Subsequent Transfer Instrument.
“Subsequent
Mortgage Loan Interest”: Any amount constituting a monthly payment of interest
received or advanced at the Adjusted Net Mortgage Rate with respect to (i)
a
Subsequent Mortgage Loan during the Due Period relating to the first two
Distribution Date in excess of 0.00% per annum. The Subsequent Mortgage Loan
Interest shall be distributable to the Class C Certificates. The Subsequent
Mortgage Loan Interest shall not be an asset of any REMIC.
“Sub-Servicer”:
Any Person with which the Servicer has entered into a Sub- Servicing Agreement
and which meets the qualifications of a Sub-Servicer pursuant to Section
3.02.
“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 as provided
in Section 3.02.
“Subsequent
Recoveries”: As of any Distribution Date, amounts received by the Servicer (net
of any related expenses permitted to be reimbursed) pursuant to Section 3.11
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.
“Subsequent
Transfer Date”: With respect to each Subsequent Transfer Instrument, the date on
which the related Subsequent Mortgage Loans are sold to the Trust
Fund.
“Subsequent
Transfer Instrument”: Each Subsequent Transfer Instrument, dated as of a
Subsequent Transfer Date, executed by the Trustee and the Depositor
substantially in the form attached hereto as Exhibit W, by which Subsequent
Mortgage Loans are transferred to the Trust Fund.
“Substitution
Adjustment”: As defined in Section 2.03(d) hereof.
“Supplemental
Interest Trust”: As defined in Section 4.10(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
4.10. The Swap Account must be an Eligible Account.
“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 Amount of the REMIC 7 Regular
Interest SWAP IO and the scheduled notional amount.
“Swap
LIBOR”:
A per annum rate equal to the floating rate payable by the Swap Provider under
the Swap Agreement.
“Swap
Provider”: The Bank of New York.
“Swap
Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
an 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 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) an Additional Termination Event under
the
Interest Rate Swap Agreement with respect to which the Swap Provider is the
sole
Affected Party.
“Swap
Termination Payment”: The payment due to either party under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap
Agreement.
“Tax
Matters Person”: The tax matters person appointed pursuant to Section 9.01(e)
hereof.
“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 the REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
by
the Trust Administrator on behalf of each REMIC, 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.
“Termination
Price”: As defined in Section 10.01(a) hereof.
“Terminator”:
As defined in Section 10.01(a) hereof.
“Trigger
Event”: A Trigger Event is in effect with respect to any Distribution Date on or
after the Stepdown Date if:
(i)(a)
the Delinquency Percentage exceeds 34.75% of the Credit Enhancement Percentage
the Delinquency Percentage;
(ii) 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 divided by the aggregate Stated Principal
Balance of the Initial Mortgage Loans as of the Cut-off Date and the Original
Pre-Funded Amounts (the “Realized Loss Percentage”), exceeds the applicable
percentages set forth below with respect to such Distribution Date:
|
Distribution
Date Occurring In
|
Percentage
|
|
September
2008 through August 2009
|
1.65%
for the first month, plus an additional 1/12th
of
2.05% for each month thereafter.
|
|
September
2009 through August 2010
|
3.70%
for the first month, plus an additional 1/12th
of
2.10% for each month thereafter.
|
|
September
2010 through August 2011
|
5.80%
for the first month, plus an additional 1/12th
of
1.70% for each month thereafter.
|
|
September
2011 through August 2012
|
7.50%
for the first month, plus an additional 1/12th
of
0.90% for each month thereafter.
|
|
September
2012 and thereafter
|
8.40%.
|
“Trust”:
Soundview Home Loan Trust 2006-3, the trust created hereunder.
“Trust
Administrator”: Xxxxx Fargo Bank, N.A., or any successor in interest, or any
successor trust administrator appointed as herein provided.
“Trust
Fund”: All of the assets of the Trust, which is the trust created hereunder
consisting of REMIC 2, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6, REMIC 7,
the
Pre-Funding Account, the Interest Coverage Account, any Subsequent Mortgage
Loan
Interest, any Servicer Prepayment Charge Payment Amounts, the Net WAC Rate
Carryover Reserve Account, the Swap Account, the Supplemental Interest Trust,
the Interest Rate Swap Agreement, the Basis Risk Cap Agreement, distributions
made to the Trust Administrator by the Cap Trustee pursuant to the Cap
Allocation Agreement and the Cap Account.
“Trustee”:
Deutsche Bank National Trust Company, a national banking association, or any
successor trustee appointed as herein provided.
“Trustee
Compensation”: Such compensation, if any, as set forth in the separate fee
schedule between the Trustee and the Depositor, which compensation shall be
payable to the Trustee on each Distribution Date pursuant to Section 8.05 as
compensation for all services rendered by it in the execution of the trust
hereby created and in the exercise and performance of any of the powers and
duties of the Trustee hereunder.
“Uncertificated
Accrued Interest”: With respect to each REMIC Regular Interest on each
Distribution Date, an amount equal to one month’s interest at the related
Uncertificated REMIC Pass-Through Rate on the Uncertificated Principal Balance
of such REMIC Regular Interest. In each case, Uncertificated Accrued Interest
will be reduced by any Net Prepayment Interest Shortfalls, Relief Act Interest
Shortfalls (allocated to such REMIC Regular Interests based on their respective
entitlements to interest irrespective of any Net Prepayment Interest Shortfalls
and Relief Act Interest Shortfalls for such Distribution Date).
“Uncertificated
Notional Amount”: With respect to REMIC 3 Regular Interest LTIO and each
Distribution Date listed below, the aggregate Uncertificated Principal Balance
of the REMIC 2 Regular Interests ending with the designation “A” listed
below:
|
Distribution
Date
|
REMIC
3 Regular Interests
|
|
1st
through 6th
|
I-1-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
|
|
00
|
X-0-X
through X-00-X
|
|
00
|
X-0-X
xxxxxxx X-00-X
|
|
00
|
X-0-X
through X-00-X
|
|
00
|
X-0-X
xxxxxxx X-00-X
|
|
00
|
X-0-X
through I-45-A
|
|
15
|
I-10-A
through I-45-A
|
|
16
|
I-11-A
through I-45-A
|
|
17
|
I-12-A
through I-45-A
|
|
18
|
I-13-A
through I-45-A
|
|
19
|
I-14-A
through I-45-A
|
|
20
|
I-15-A
through I-45-A
|
|
21
|
I-16-A
through I-45-A
|
|
22
|
I-17-A
through I-45-A
|
|
23
|
I-18-A
through I-45-A
|
|
24
|
I-19-A
through I-45-A
|
|
25
|
I-20-A
through I-45-A
|
|
26
|
I-21-A
through I-45-A
|
|
27
|
I-22-A
through I-45-A
|
|
28
|
I-23-A
through I-45-A
|
|
29
|
I-24-A
through I-45-A
|
|
30
|
I-25-A
through I-45-A
|
|
31
|
I-26-A
through I-45-A
|
|
32
|
I-27-A
through I-45-A
|
|
33
|
I-28-A
through I-45-A
|
|
34
|
I-29-A
through I-45-A
|
|
35
|
I-30-A
through I-45-A
|
|
36
|
I-31-A
through I-45-A
|
|
37
|
I-32-A
through I-45-A
|
|
38
|
I-33-A
through I-45-A
|
|
39
|
I-34-A
through I-45-A
|
|
40
|
I-35-A
through I-45-A
|
|
41
|
I-36-A
through I-45-A
|
|
42
|
I-37-A
through I-45-A
|
|
43
|
I-38-A
through I-45-A
|
|
44
|
I-39-A
through I-45-A
|
|
45
|
I-40-A
through I-45-A
|
|
46
|
I-41-A
through I-45-A
|
|
47
|
I-42-A
through I-45-A
|
|
48
|
I-43-A
through I-45-A
|
|
49
|
I-44-A
and I-45-A
|
|
50
|
I-45-A
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC 3 Regular Interest
LTIO.
“Uncertificated
Principal Balance”: With respect to each REMIC Regular Interest, the amount of
such REMIC Regular Interest outstanding as of any date of determination. As
of
the Closing Date, the Uncertificated Principal Balance of each REMIC Regular
Interest shall equal the amount set forth in the Preliminary Statement hereto
as
its initial Uncertificated Principal Balance. On each Distribution Date, the
Uncertificated Principal Balance of each REMIC Regular Interest shall be reduced
by all distributions of principal made on such REMIC Regular Interest on such
Distribution Date pursuant to Section 4.08 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 4.08, and the Uncertificated Principal Balance
of
REMIC Regular Interest LTZZ shall be increased by interest deferrals as provided
in Section 4.08. With respect to the Class C Interest as of any date of
determination, an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC 3 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. The
Uncertificated Principal Balance of each REMIC Regular Interest that has an
Uncertificated Principal Balance shall never be less than zero.
“Uncertificated
REMIC Pass-Through Rate”: The Uncertificated REMIC 1 Pass-Through Rate, the
Uncertificated REMIC 2 Pass-Through Rate or the Uncertificated REMIC 3
Pass-Through Rate, as applicable.
“Uncertificated
REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interest LT1 and
REMIC 1 Regular Interest LTP, and (i) the first two Distribution Dates, the
weighted average of the Adjusted Net Mortgage Rates of the Initial Mortgage
Loans and (ii) thereafter, the weighted average of the Adjusted Net Mortgage
Rates of the Mortgage Loans. With respect to REMIC 1 Regular Interest LT1PF
and
(i) the first two Distribution Dates, 0.00% and (ii) thereafter, the weighted
average of the Adjusted Net Mortgage Rates of the Mortgage Loans.
“Uncertificated
REMIC 2 Pass-Through Rate”: With respect to REMIC 2 Regular Interest I and REMIC
2 Regular Interest P, a per annum rate equal to the weighted average of the
Uncertificated REMIC 1 Pass-Through Rates on the REMIC 1 Regular Interests
(weighted on the basis of the Uncertificated Principal Balance of each such
REMIC 1 Regular Interest). With respect to each REMIC 2 Regular Interest ending
with the designation “A”, a per annum rate equal to the weighted average of the
Uncertificated REMIC 1 Pass-Through Rates on the REMIC 1 Regular Interests
(weighted on the basis of the Uncertificated Principal Balance of each such
REMIC 1 Regular Interest) multiplied by 2, subject to a maximum rate of 11.100%.
With respect to each REMIC 2 Regular Interest ending with the designation “B”,
the greater of (x) a per annum rate equal to the excess, if any, of (i) 2
multiplied by the weighted average of the Uncertificated REMIC 1 Pass-Through
Rates on the REMIC 1 Regular Interests (weighted on the basis of the
Uncertificated Principal Balance of each such REMIC 1 Regular Interest) over
(ii) 11.100% and (y) 0.00%.
“Uncertificated
REMIC 3 Pass-Through Rate”:
With
respect to REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTA1, REMIC
3
Regular Interest LTA2, REMIC 3 Regular Interest LTA3, REMIC 3 Regular Interest
LTA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3
Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest
LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3
Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest
LTM10, REMIC 3 Regular Interest LTZZ and REMIC 3 Regular Interest LTP,
a
per
annum rate (but not less than zero) equal to the weighted average of (v) with
respect to REMIC 2 Regular Interest I and REMIC 2 Regular Interest P, the
Uncertificated REMIC 2 Pass-Through Rates for such REMIC 2 Regular Interests
for
each such Distribution Date, (w) with respect to REMIC 2 Regular Interests
ending with the designation “B”, the weighted average of the Uncertificated
REMIC 2 Pass-Through Rates for such REMIC 2 Regular Interests, weighted on
the
basis of the Uncertificated Principal Balance of such REMIC 2 Regular Interests
for each such Distribution Date and (x) with respect to REMIC 2 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 2
Regular Interest listed below, weighted on the basis of the Uncertificated
Principal Balance of each such REMIC 2 Regular Interest for each such
Distribution Date:
|
Distribution
Date
|
REMIC
2 Regular Interest
|
Rate
|
|
1st
through 5th
|
I-1-A
through I-45-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
6
|
I-1-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
7
|
I-2-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
8
|
I-3-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
and I-2-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
9
|
I-4-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-3-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
10
|
I-5-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-4-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
11
|
I-6-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-5-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
12
|
I-7-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-6-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
13
|
I-8-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-7-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
15
|
I-9-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-8-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
15
|
I-10-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-9-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
16
|
I-11-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-10-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
17
|
I-12-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-11-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
18
|
I-13-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-12-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
19
|
I-14-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-13-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
20
|
I-15-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-14-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
21
|
I-16-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-15-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
22
|
I-17-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-16-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
23
|
I-18-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-17-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
24
|
I-19-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-18-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
25
|
I-20-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-19-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
26
|
I-21-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-20-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
27
|
I-22-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-21-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
28
|
I-23-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-22-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
29
|
I-24-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-23-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
30
|
I-25-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-24-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
31
|
I-26-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-25-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
32
|
I-27-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-26-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
33
|
I-28-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-27-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
34
|
I-29-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-28-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
35
|
I-30-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-29-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
36
|
I-31-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-30-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
37
|
I-32-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-31-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
38
|
I-33-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-32-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
39
|
I-34-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-33-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
40
|
I-35-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-34-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
41
|
I-36-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-35-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
42
|
I-37-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-36-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
43
|
I-38-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-37-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
44
|
I-39-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-38-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
45
|
I-40-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-39-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
46
|
I-41-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-40-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
47
|
I-42-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-41-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
48
|
I-43-A
through I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-42-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
49
|
I-44-A
and I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-43-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
50
|
I-45-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-44-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
thereafter
|
I-1-A
through I-45-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
With
respect to REMIC 3 Regular Interest LTIO, and (a) the first 5 Distribution
Dates, the excess of (i) the weighted average of the Uncertificated REMIC 2
Pass-Through Rates for REMIC 2 Regular Interests ending with the designation
“A”
over (ii) the weighted average of the Uncertificated REMIC 2 Pass-Through Rates
for REMIC 2 Regular Interests ending with the designation “A”, and (b) the sixth
Distribution Date through the 50th
Distribution Date, the excess of (i) the weighted average of the Uncertificated
REMIC 2 Pass-Through Rates for REMIC 2 Regular Interests ending with the
designation “A” over (ii) 2 multiplied by Swap LIBOR, and (c) thereafter 0.00%.
“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” or “U.S. Person”: A citizen or resident of the United States, a
corporation, partnership (or other entity treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States, any state thereof, or the District
of Columbia (except in the case of a partnership, to the extent provided in
Treasury Regulations) provided that, for purposes solely of the restrictions
on
the transfer of Residual 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 the income of
which from sources without the United States is includible in gross income
for
United States federal income tax purposes regardless of its connection with
the
conduct of a trade or business within the United States, or a trust if a court
within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust. The term “United States”
shall have the meaning set forth in Section 7701 of the Code or successor
provisions.
“Unpaid
Interest Shortfall Amount”: With respect to the Floating Rate 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 distributed 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 Mortgaged Property, the lesser of (i) the value thereof
as
determined by an appraisal made for the originator of the Mortgage Loan at
the
time of origination of the Mortgage Loan by an appraiser who met the minimum
requirements of Xxxxxx Xxx and Xxxxxxx Mac and (ii) the purchase price paid
for
the related Mortgaged Property by the Mortgagor with the proceeds of the
Mortgage Loan.
“Voting
Rights”: The portion of the voting rights of all of the Certificates which is
allocated to any Certificate. At all times the Floating Rate Certificates and
the Class C Certificates shall have 98% of the Voting Rights (allocated among
the Holders of the Floating Rate Certificates and the Class C Certificates
in
proportion to the then outstanding Certificate Principal Balances of their
respective Certificates), the Class P Certificates shall have 1% of the Voting
Rights and the Residual Certificates shall have 1% of the Voting Rights. The
Voting Rights allocated to any Class of Certificates (other than the Class
P
Certificates and the Residual Certificates) shall be allocated among all Holders
of each such Class in proportion to the outstanding Certificate Principal
Balance of such Certificates and the Voting Rights allocated to the Class P
Certificates and the Residual Certificates shall be allocated among all Holders
of each such Class in proportion to such Holders’ respective Percentage
Interest; provided, however that when none of the Regular Certificates are
outstanding, 100% of the Voting Rights shall be allocated among Holders of
the
Residual Certificates in accordance with such Holders’ respective Percentage
Interests in the Certificates of such Class.
| SECTION 1.02 |
Accounting.
|
Unless
otherwise specified herein, for the purpose of any definition or calculation,
whenever amounts are required to be netted, subtracted or added or any
distributions are taken into account such definition or calculation and any
related definitions or calculations shall be determined without duplication
of
such functions.
| SECTION 1.03 |
Allocation
of Certain Interest Shortfalls.
|
For
purposes of calculating the amount of the Monthly Interest Distributable Amount
for the Floating Rate Certificates and the Class C Certificates for any
Distribution Date, (1) the aggregate amount of any Net Prepayment Interest
Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the
Mortgage Loans for any Distribution Date shall be allocated first, among the
Class C Certificates on a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
Pass-Through Rate on the Notional Amount of each such Certificate and,
thereafter, among the Floating Rate 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 shall be allocated among the Class C Certificates
on a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
Pass-Through Rate on the Notional Amount of each such Certificate.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 1 Regular Interests for any Distribution Date, the aggregate amount of
any
Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated to REMIC 1 Regular Interest LT1 and REMIC 1 Regular Interest LT1PF,
in
each case to the extent of one month’s interest at the then applicable
respective Uncertificated REMIC 1 Pass-Through Rate on the respective
Uncertificated Principal Balance of each such Uncertificated REMIC 1 Interest;
provided, however, with respect to the first two Distribution Dates, such
amounts relating to the Initial Mortgage Loans shall be allocated to REMIC
1
Regular Interest LT1 and such amounts relating to the Subsequent Mortgage Loans
shall be allocated to REMIC 1 Regular Interest LT1PF.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 2 Regular Interests for any Distribution Date the aggregate amount of
any
Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans shall be allocated first, to REMIC
2
Regular Interest I and to the REMIC 2 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
Uncertificated REMIC 2 Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC 2 Regular Interest, and then, to REMIC
2
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 Uncertificated
REMIC 2 Pass-Through Rates on the respective Uncertificated Principal Balances
of each such REMIC 2 Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 3 Regular Interests for any Distribution Date, the aggregate amount of
any
Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated among REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTA1,
REMIC 3 Regular Interest LTA2, REMIC 3 Regular Interest LTA3, REMIC 3 Regular
Interest LTA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2,
REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular
Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7,
REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular
Interest LTM10 and REMIC 3 Regular Interest LTZZ pro
rata based
on,
and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 3 Pass-Through Rate on the respective Uncertificated
Principal Balance of each such REMIC 3 Regular Interest.
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
ORIGINAL
ISSUANCE OF CERTIFICATES
| SECTION 2.01 |
Conveyance
of Mortgage Loans.
|
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 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 (i) each Mortgage Loan identified on the
Mortgage Loan Schedule, including the related Cut-off Date Principal Balance,
all interest accruing thereon on and after the Cut-off Date and all collections
in respect of interest and principal due after the Cut-off Date; (ii) property
which secured each such Mortgage Loan and which has been acquired by foreclosure
or deed in lieu of foreclosure; (iii) its interest in any insurance policies
in
respect of the Mortgage Loans; (iv) the rights of the Depositor under the Master
Agreements (as assigned to the Depositor pursuant to the terms of the Assignment
Agreements), (v) the
right
to receive any amounts payable under the Basis Risk Cap Agreement and the
Interest Rate Swap Agreement,
(vi)
payments made to the Cap Trustee by the Interest Rate Cap Provider and the
Cap
Account, (vii) all other assets included or to be included in the Trust Fund
and
(viii) all proceeds of any of the foregoing. Such assignment includes all
interest and principal due and collected by the Depositor or the Servicer after
the Cut-off Date with respect to the Mortgage Loans.
In
connection with such transfer and assignment, the Depositor, does hereby deliver
to, and deposit with, the Trustee (or the Custodian on behalf of the Trustee),
the following documents or instruments with respect to each Initial Mortgage
Loan so transferred and assigned and in accordance with Section 2.08, deliver
or
caused to be delivered to the Trustee (or the Custodian on behalf of the
Trustee) with respect to each Subsequent Mortgage Loan, the following documents
or instruments (with respect to each Mortgage Loan, a “Mortgage
File”):
(i) the
original Mortgage Note including any riders thereto, endorsed either (A) in
blank, in which case the Trustee shall cause the endorsement to be completed
or
(B) in the following form: “Pay to the order of Deutsche Bank National Trust
Company, as Trustee, without recourse” or with respect to any lost Mortgage
Note, an original Lost Note Affidavit stating that the original mortgage note
was lost, misplaced or destroyed, together with a copy of the related mortgage
note; provided, however, that such substitutions of Lost Note Affidavits for
original Mortgage Notes may occur only with respect to Mortgage Loans, the
aggregate Cut-off Date Principal Balance of which is less than or equal to
1.00%
of the Pool Balance as of the Cut-off Date;
(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 or, if such Mortgage or power of attorney has
been
submitted for recording but has not been returned from the applicable public
recording office, has been lost or is not otherwise available, a copy of such
Mortgage or power of attorney, as the case may be, certified to be a true and
complete copy of the original submitted for recording;
(iii) unless
the Mortgage Loan is registered on the MERS® System, an original Assignment, in
form and substance acceptable for recording. The Mortgage shall be assigned
either (A) in blank or (B) to “Deutsche Bank National Trust Company, as Trustee,
without recourse”;
(iv) an
original of any intervening assignment of Mortgage showing a complete chain
of
assignments (or to MERS if the Mortgage Loan is registered on the MERS® System
and noting the presence of MIN);
(v) the
original or a certified copy of lender’s title insurance policy;
and
(vi) the
original or copies of each assumption, modification, written assurance or
substitution agreement, if any.
The
Depositor herewith also delivers to the Trustee an executed copy of each
Assignment Agreement and each Master Agreement.
If
any of
the documents referred to in Section 2.01(ii), (iii) or (iv) above has as of
the
Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage
Loans) 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) no later
than the Closing Date (or Subsequent Transfer Date, with respect to Subsequent
Mortgage Loans), of a copy of each such document certified by the related
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 related
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, or a
certified copy thereof, was not delivered pursuant to Section 2.01(v) above,
the
Depositor shall deliver or cause to be delivered to the Trustee (or the
Custodian on behalf of the Trustee), the original or a copy of a written
commitment or interim binder or preliminary report of title issued by the title
insurance or escrow company, with the original or a certified copy thereof
to be
delivered to the Trustee (or the Custodian on behalf of the Trustee), promptly
upon receipt thereof. The Servicer or the Depositor shall deliver or cause
to be
delivered to the Trustee or the Custodian promptly upon receipt thereof any
other 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.
Upon
discovery or receipt of notice of any materially defective document in, or
that
a document is missing from, a Mortgage File, the Trustee shall enforce the
obligations of the related Originator under the related Master Agreement to
cure
such defect or deliver such missing document to the Trustee (or the Custodian
on
behalf of the Trustee) within 90 days. If such Originator does not cure such
defect or deliver such missing document within such time period, the Trustee
shall use commercially reasonable efforts to enforce the obligations of such
Originator to either repurchase or substitute for such Mortgage Loan in
accordance with Section 2.03; provided, however, that the Trustee shall not
be
under any obligation to take any action pursuant to this paragraph unless
directed by the Depositor and provided, further, the Depositor hereby agrees
to
assist the Trustee in enforcing any obligations of either Originator to
repurchase or substitute for a Mortgage Loan which has breached a representation
or warranty under the related Assignment Agreement. In connection with the
foregoing, it is understood that the Trustee shall have no duty to discover
any
such defects except in the course of performing its review of the Mortgage
Files
to the extent set forth herein.
Except
with respect to any Mortgage Loan for which MERS is identified on the Mortgage,
the Trustee (upon receipt of notice from the Custodian) shall enforce the
obligations of each Originator under the related Master Agreement to cause
the
Assignments which were delivered in blank to be completed and to record all
Assignments referred to in Section 2.01(iii) hereof and, to the extent
necessary, in Section 2.01(iv) hereof. The Trustee shall enforce the obligations
of each Originator under the related Master Agreement to deliver such
assignments for recording within 180 days of the Closing Date. In the event
that
any such Assignment is lost or returned unrecorded because of a defect therein,
the Trustee shall enforce the obligations of each Originator under the related
Master Agreement to promptly have a substitute Assignment prepared or have
such
defect cured, as the case may be, and thereafter cause each such Assignment
to
be duly recorded.
Notwithstanding
the foregoing, for administrative convenience and facilitation of servicing
and
to reduce closing costs, the Assignments shall not be required to be submitted
for recording (except with respect to any Mortgage Loan located in Maryland)
unless the Trustee and the Depositor receive notice that such failure to record
would result in a withdrawal or a downgrading by any Rating Agency of the rating
on any Class of Certificates; provided, however, each Assignment, except with
respect to any Mortgage Loan for which MERS is identified on the Mortgage,
shall
be submitted for recording in the manner described above, at no expense to
the
Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction
by the Holders of Certificates entitled to at least 25% of the Voting Rights,
(ii) the occurrence of a Servicer Event of Termination, (iii) the occurrence
of
a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the
occurrence of a servicing transfer as described in Section 7.02 hereof, (v)
upon
receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency
or foreclosure relating to the Mortgagor under the related Mortgage and (vi)
upon receipt of notice from the Servicer, any Mortgage Loan that is 90 days
or
more Delinquent. In the event of (i) through (vi) set forth in the immediately
preceding sentence, the Trustee shall enforce the obligations of the related
Originator to deliver such Assignments for recording as provided above, promptly
and in any event within 30 days following receipt of notice by the related
Originator. Notwithstanding the foregoing, if the related Originator fails
to
pay the cost of recording the Assignments, such expense will be paid by the
Trustee and the Trustee shall be reimbursed for such expenses by the Trust.
In
the event an Assignment is not recorded, neither the Trustee nor the Servicer
will have any liability for its failure to act on notices that were not received
and would have been had such Assignment been recorded, except, in the case
of
the Trustee, with respect to Mortgage Loans that are subject to provisions
(i)
through (vi) set forth in this paragraph, if the Trustee shall have failed
to
timely request the related Originator to cause such Assignments to be
recorded.
The
Servicer shall forward to the Custodian original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan
entered into in accordance with this Agreement within two weeks of their
execution; provided, however, that the Servicer shall provide the Custodian
with
a certified true copy of any such document submitted for recordation within
two
weeks of its execution, and shall provide the original of any document submitted
for recordation or a copy of such document certified by the appropriate public
recording office to be a true and complete copy of the original within 365
days
of its submission for recordation. In the event that the Servicer cannot provide
a copy of such document certified by the public recording office within such
365
day period, the Servicer shall deliver to the Custodian, within such 365 day
period, an Officers’ Certificate of the Servicer which shall (A) identify the
recorded document, (B) state that the recorded document has not been delivered
to the Custodian due solely to a delay caused by the public recording office,
(C) state the amount of time generally required by the applicable recording
office to record and return a document submitted for recordation, if known
and
(D) specify the date the applicable recorded document is expected to be
delivered to the Custodian, and, upon receipt of a copy of such document
certified by the public recording office, the Servicer shall immediately deliver
such document to the Custodian. In the event the appropriate public recording
office will not certify as to the accuracy of such document, the Servicer shall
deliver a copy of such document certified by an officer of the Servicer to
be a
true and complete copy of the original to the Custodian.
The
parties 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 Interest Rate Swap Agreement (in its capacity as
Supplemental Interest Trust Trustee), the Interest Rate Cap Agreement (in its
capacity as Cap Trustee), the Cap Allocation Agreement and the Basis Risk Cap
Agreement. The Depositor, the Servicer and the Holders of the Floating Rate
Certificates by their acceptance of such Certificates acknowledge and agree
that
the Trust Administrator shall execute, deliver and perform its obligations
under
the Interest Rate Swap Agreement, the Interest Rate Cap Agreement, the Cap
Allocation Agreement and the Basis Risk Cap Agreement and shall do so solely
in
its capacity as Supplemental Interest Trust Trustee, Cap Trustee or Trust
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 Interest Rate Swap Agreement, the Interest Rate
Cap Agreement, the Cap Allocation Agreement and the Basis Risk Cap Agreement,
and the performance of its duties and satisfaction of its obligations
thereunder.
| SECTION 2.02 |
Acceptance
by Trustee.
|
Subject
to the provisions of Section 2.01 and subject to the review described below
and
any exceptions noted on the exception report described in the next paragraph
below, the Trustee acknowledges receipt (or receipt by the Custodian on behalf
of the Trustee) of the documents referred to in Section 2.01 above and all
other
assets included in the definition of “Trust Fund” 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 “Trust Fund” in trust for the exclusive use
and benefit of all present and future Certificateholders.
The
Trustee agrees to execute and deliver to the Depositor and the Servicer on
or
prior to the Closing Date an acknowledgment of receipt of the related original
Mortgage Note for each Mortgage Loan (with any exceptions noted), substantially
in the form attached as Exhibit F-3 hereto.
The
Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit
of
the Certificateholders, to review, or that it has reviewed pursuant to Section
2.01 (or to cause the Custodian to review or that it has caused the Custodian
to
have reviewed) each Mortgage File on or prior to the Closing Date, with respect
to each Initial Mortgage Loan (or, with respect to any document delivered after
the Startup Day, within 45 days of receipt and with respect to any Qualified
Substitute Mortgage Loan, within 45 days after the assignment thereof). The
Trustee further agrees, for the benefit of the Certificateholders, to certify
to
the Depositor and the Servicer in substantially the form attached hereto as
Exhibit F-1, within 45 days after the Closing Date, with respect to each Initial
Mortgage Loan, or on or prior to the Subsequent Transfer Date, with respect
to
each Subsequent Mortgage Loan (and to cause the Custodian to certify to the
Depositor and the Servicer in substantially the form attached as Exhibit 1
to
the Custodial Agreement, on the Closing Date), with respect to each Mortgage
Loan (or, with respect to any document delivered after the Startup Day, within
45 days of receipt and with respect to any Qualified Substitute Mortgage, within
45 days after the assignment thereof) 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 required to be
delivered to it pursuant to Section 2.01 of this Agreement are in its
possession, (ii) such documents have been reviewed by it and have not been
mutilated, damaged or torn and appear on their face to 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) and (3) of the 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, as applicable) is under no duty or
obligation to inspect, review or examine any such documents, instruments,
certificates or other papers to determine that they are genuine, legally
enforceable, valid or binding or appropriate for the represented purpose or
that
they have actually been recorded or that they are other than what they purport
to be on their face.
Prior
to
the first anniversary date of this Agreement the Trustee shall deliver (or
cause
the Custodian to deliver) to the Depositor the Trustee, the Servicer and the
Master Servicer a final certification in the form annexed hereto as Exhibit
F-2
(or, in the case of the Custodian, Exhibit 2 to the Custodial Agreement), with
any applicable exceptions noted thereon.
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, as
applicable) finds any document or documents constituting a part of a Mortgage
File to be missing or not to conform with respect to any characteristics which
are within the scope of the Trustee’s (or the Custodian’s, as applicable) review
as provided herein, at the conclusion of its review, the Trustee (or the
Custodian on behalf of the Trustee) shall so notify the Seller, the Depositor,
the related Originator the Trustee, the Servicer and the Master Servicer. In
addition, upon the discovery by the Depositor or the Servicer or the Master
Servicer (or upon receipt by the Trustee of written notification of such breach)
of a breach of any of the representations and warranties made by an Originator
in the related Master Agreement or the Seller in the related Assignment
Agreement in respect of any Mortgage Loan which materially adversely affects
such Mortgage Loan or the interests of the Certificateholders in such Mortgage
Loan, the party discovering such breach shall give prompt written notice to
the
other parties to this Agreement.
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.
| SECTION 2.03 |
Repurchase
or Substitution of Mortgage Loans by an Originator or the
Seller.
|
(a) Upon
discovery or receipt of written notice from the Custodian of any materially
defective document in, or that a document is missing from, a Mortgage File
or of
the breach by an Originator or the Seller, as applicable, of any representation,
warranty or covenant under a Master Agreement or an Assignment Agreement, as
applicable, in respect of any Mortgage Loan which materially adversely affects
the value of such Mortgage Loan or the interest therein of the
Certificateholders, the Trustee shall request that the related Originator
deliver such missing document or that the Originator or the Seller cure such
defect or breach within 90 days from the date such Originator or the Seller
was
notified of such missing document, defect or breach, and if such Originator
or
the Seller does not deliver such missing document or cure such defect or breach
in all material respects during such period, the Trustee shall enforce (in
the
manner set forth in Section 2.01) such Originator’s obligation under the related
Master Agreement or the Seller’s obligation under the related Assignment
Agreement and notify such Originator or the Seller, as applicable, of its
obligation to repurchase such Mortgage Loan from the Trust Fund at the Purchase
Price on or prior to the Determination Date following the expiration of such
90
day period (subject to Section 2.03(e)). 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 related Originator or the 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 related Originator
or the Seller, as applicable, shall furnish to it and as shall be necessary
to
vest in the related Originator or Seller, as applicable, any Mortgage Loan
released pursuant hereto and the Trustee and the Custodian shall have no further
responsibility with regard to such Mortgage File (it being understood that
the
Trustee shall have no responsibility for determining the sufficiency of such
assignment for its intended purpose). In lieu of repurchasing any such Mortgage
Loan as provided above, an Originator or the Seller, as applicable, may cause
such Mortgage Loan to be removed from the Trust Fund (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(d); provided, however, the Seller may not substitute for any Mortgage
Loan
which breaches a representation or warranty regarding abusive or predatory
lending laws. In furtherance of the foregoing, if an Originator or the Seller,
as applicable, is not a member of MERS and repurchases a Mortgage Loan which
is
registered on the MERS® System, such Originator or the 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 such Originator or the Seller, as applicable, and
shall cause such Mortgage to be removed from registration on the MERS® System in
accordance with MERS’ rules and regulations. It is understood and agreed that
the obligation of an Originator or the 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 against
either Originator or the Seller, as applicable, respecting such omission, defect
or breach available to the Trustee on behalf of the
Certificateholders.
(b) Within
90
days of the earlier of discovery by the Depositor or receipt of notice by the
Depositor of the breach of any representation, warranty or covenant of the
Depositor set forth in Section 2.06, which materially and adversely affects
the
interests of the Certificateholders in any Mortgage Loan, the Depositor shall
cure such breach in all material respects.
(c) Within
90
days of the earlier of discovery by the Servicer or receipt of notice by the
Servicer of the breach of any representation, warranty or covenant of the
Servicer set forth in Section 2.05 which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the Servicer shall
cure such breach in all material respects.
(d) Any
substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
made pursuant to Section 2.03(a) must be effected prior to the last Business
Day
that is within two years after the Closing Date. As to any Deleted Mortgage
Loan
for which the Originator or the Seller, as applicable, substitutes a Qualified
Substitute Mortgage Loan or Loans, such substitution shall be effected by the
related Originator or the 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 and the Assignment to 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
(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 45 days thereafter,
shall review such documents as specified in Section 2.02 and deliver to the
Depositor and the Servicer, with respect to such Qualified Substitute Mortgage
Loan or Loans, a certification substantially in the form attached hereto as
Exhibit F-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 and the Servicer a certification
substantially in the form of Exhibit F-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 the Trust Fund and will be retained by
the
related Originator or the Seller, as applicable. For the month of substitution,
distributions to Certificateholders will reflect the collections and recoveries
in respect of such Deleted Mortgage Loan in the Due Period preceding the month
of substitution and the related Originator or the Seller, as applicable, shall
thereafter be entitled to retain all amounts subsequently received in respect
of
such Deleted Mortgage Loan. The Servicer shall give or cause to be given written
notice to the Trustee, who shall forward such notice to the Certificateholders,
that such substitution has taken place, shall amend the Mortgage Loan Schedule
to reflect the removal of such Deleted Mortgage Loan from the terms of this
Agreement and the substitution of the 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 and the
Servicer. Upon such substitution by an Originator or the Seller, as applicable,
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 related Assignment Agreement, including all applicable
representations and warranties thereof included in such Assignment Agreement
as
of the date of substitution.
For
any
month in which an Originator or the 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”), if any,
by which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds
the aggregate, as to each such Qualified Substitute Mortgage Loan, of 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 Mortgage
Rate. On the date of such substitution, the related Originator or the 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, 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 certification by
the
Servicer of such deposit, shall release to the related Originator or the 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, as the related Originator or the Seller, as applicable, shall deliver
to it and as shall be necessary to vest therein any Deleted Mortgage Loan
released pursuant hereto.
In
addition, pursuant to the terms of the related Assignment Agreement, the related
Originator or the Seller, as applicable, shall obtain at its own expense and
deliver to the Trustee and the Trust Administrator an Opinion of Counsel to
the
effect that such substitution will not cause (a) any federal tax to be imposed
on the Trust Fund, including without limitation, any federal tax imposed on
“prohibited transactions” under Section 860F(a)(I) of the Code or on
“contributions after the startup date” under Section 860G(d)(I) of the Code or
(b) any REMIC to fail to qualify as a REMIC at any time that any Certificate
is
outstanding. If such Opinion of Counsel can not be delivered, then such
substitution may only be effected at such time as the required Opinion of
Counsel can be given.
(e) Upon
discovery by the Depositor, 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.
In
connection therewith, the related Originator or the Depositor, as the case
may
be, shall repurchase or, subject to the limitations set forth in Section
2.03(d), 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 (i) by the related Originator 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 related Originator
under
the related Assignment Agreement or (ii) the Depositor, if the affected Mortgage
Loan’s status as a non-qualified mortgage is a breach of any representation or
warranty of the Depositor set forth in Section 2.06, or if its 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) or 2.03(d), if made by an Originator, or Section 2.03(b), if
made by the Depositor. The Trustee shall reconvey to the Depositor or the
related Originator, as the case may be, 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.
(f) Upon
discovery or receipt of written notice of a breach by the Seller of any
representation, warranty or covenant made by the Seller under the Assignment
Agreement in respect of any Mortgage Loan which materially adversely affects
the
value of such Mortgage Loan or the interest therein of the Certificateholders,
and if either (i) such Mortgage Loan is not in breach of any representation,
warranty or covenant of the related Originator or (ii) the related Originator
has failed to remedy such representation, warranty or covenant with respect
to
such Mortgage Loan, then the Trustee shall enforce the obligation of the Seller
to remedy such breach, to the extent provided in the Assignment Agreement,
in
the manner and within the time periods set forth in the Assignment
Agreement.
| SECTION 2.04 |
[Reserved].
|
| SECTION 2.05 |
Representations,
Warranties and Covenants of the Servicer and the Master
Servicer.
|
(a) The
Servicer hereby represents, warrants and covenants to the Trust Administrator
and the Trustee, for the benefit of each of the Trustee, the Trust
Administrator, the Certificateholders and to the Depositor that as of the
Closing Date or as of such date specifically provided herein:
(i) The
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 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;
(ii) 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 Depositor and the Trust
Administrator, 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;
(iii) 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
charter of by-laws 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,
(y)
the business, operations, financial condition, properties or assets of the
Servicer taken as a whole or (z) the legality, validity or enforceability of
this Agreement;
(iv) The
Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211
of
the National Housing Act. 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;
(v) 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;
(vi) 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;
(vii) 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 the validity or enforceability of, this
Agreement;
(viii) 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;
(ix) [reserved];
and
(x) Neither
this Agreement nor any information, certificate of an officer, statement
furnished in writing or report delivered to the Trustee by the Servicer in
connection with the transactions contemplated hereby contains or will contain
any untrue statement of a material fact.
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 to the related Custodian on its behalf and shall inure to the benefit
of the Trustee, the Trust Administrator, the Depositor and the
Certificateholders. Upon discovery by any of the Depositor, the Servicer, 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, Prepayment Charge 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 Trustee and the Trust Administrator. 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 Master Agreements respecting
a
breach of the representations, warranties and covenants of the
Originators.
(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:
(i) 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;
(ii) 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;
(iii) 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;
(iv) 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;
(v) 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;
(vi) 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,
(vii) 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
(viii) 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 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 |
Representations
and Warranties of the Depositor.
|
The
Depositor represents and warrants to the Trust, the Servicer and the Trustee
on
behalf of the Certificateholders as follows:
(i) This
agreement constitutes a legal, valid and binding obligation of the Depositor,
enforceable against the Depositor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors’ rights in general and except as such
enforceability may be limited by general principles of equity (whether
considered in a proceeding at law or in equity);
(ii) Immediately
prior to the sale and assignment by the Depositor to the Trustee on behalf
of
the Trust of each Mortgage Loan, the Depositor had good and marketable title
to
each Mortgage Loan (insofar as such title was conveyed to it by the Seller)
subject to no prior lien, claim, participation interest, mortgage, security
interest, pledge, charge or other encumbrance or other interest of any
nature;
(iii) As
of the
Closing Date, the Depositor has transferred all right, title and interest in
the
Mortgage Loans to the Trustee on behalf of the Trust;
(iv) The
Depositor has not transferred the Mortgage Loans to the Trustee on behalf of
the
Trust with any intent to hinder, delay or defraud any of its
creditors;
(v) The
Depositor has been duly incorporated and is validly existing as a corporation
in
good standing under the laws of Delaware, with full corporate power and
authority to own its assets and conduct its business as presently being
conducted;
(vi) The
Depositor is not in violation of its articles of incorporation or by-laws or
in
default in the performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Depositor is a party
or
by which it or its properties may be bound, which default might result in any
material adverse changes in the financial condition, earnings, affairs or
business of the Depositor or which might materially and adversely affect the
properties or assets, taken as a whole, of the Depositor;
(vii) The
execution, delivery and performance of this Agreement by the Depositor, and
the
consummation of the transactions contemplated thereby, do not and will not
result in a material breach or violation of any of the terms or provisions
of,
or, to the knowledge of the Depositor, constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Depositor is a party or by which the Depositor is bound
or to which any of the property or assets of the Depositor is subject, nor
will
such actions result in any violation of the provisions of the articles of
incorporation or by-laws of the Depositor or, to the best of the Depositor’s
knowledge without independent investigation, any statute or any order, rule
or
regulation of any court or governmental agency or body having jurisdiction
over
the Depositor or any of its properties or assets (except for such conflicts,
breaches, violations and defaults as would not have a material adverse effect
on
the ability of the Depositor to perform its obligations under this
Agreement);
(viii) To
the
best of the Depositor’s knowledge without any independent investigation, no
consent, approval, authorization, order, registration or qualification of or
with any court or governmental agency or body of the United States or any other
jurisdiction is required for the issuance of the Certificates, or the
consummation by the Depositor of the other transactions contemplated by this
Agreement, except such consents, approvals, authorizations, registrations or
qualifications as (a) may be required under State securities or Blue Sky laws,
(b) have been previously obtained or (c) the failure of which to obtain would
not have a material adverse effect on the performance by the Depositor of its
obligations under, or the validity or enforceability of, this Agreement;
and
(ix) There
are
no actions, proceedings or investigations pending before or, to the Depositor’s
knowledge, threatened by any court, administrative agency or other tribunal
to
which the Depositor is a party or of which any of its properties is the subject:
(a) which if determined adversely to the Depositor would have a material adverse
effect on the business, results of operations or financial condition of the
Depositor; (b) asserting the invalidity of this Agreement or the Certificates;
(c) seeking to prevent the issuance of the Certificates or the consummation
by
the Depositor of any of the transactions contemplated by this Agreement, as
the
case may be; or (d) which might materially and adversely affect the performance
by the Depositor of its obligations under, or the validity or enforceability
of,
this Agreement.
| SECTION 2.07 |
Issuance
of Certificates.
|
The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
to it of the Mortgage Files, subject to the provisions of Sections 2.01 and
2.02, together with the assignment to it of all other assets included in the
Trust Fund, receipt of which is hereby acknowledged. Concurrently with such
assignment and delivery and in exchange therefor, the Trust Administrator,
pursuant to the written request of the Depositor executed by an officer of
the
Depositor, has executed, authenticated and delivered to or upon the order of
the
Depositor, the Certificates in authorized denominations. The interests evidenced
by the Certificates constitute the entire beneficial ownership interest in
the
Trust Fund.
| SECTION 2.08 |
Conveyance
of Subsequent Mortgage Loans.
|
(a) Subject
to the conditions set forth in paragraph (b) below in consideration of the
Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the
Depositor of all or a portion of the balance of funds in the Pre-Funding
Account, the Depositor shall on any Subsequent Transfer Date sell, transfer,
assign, set over and convey without recourse to the Trust Fund but subject
to
the other terms and provisions of this Agreement all of the right, title and
interest of the Depositor in and to (i) the Subsequent Mortgage Loans identified
on the Mortgage Loan Schedule attached to the related Subsequent Transfer
Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii)
all
interest accruing thereon on and after the Subsequent Cut-off Date and all
collections in respect of interest and principal due after the Subsequent
Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans
to be delivered pursuant to Section 2.01 and the other items in the related
Mortgage Files; provided, however, that the Depositor reserves and retains
all
right, title and interest in and to principal received and interest accruing
on
the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date.
The
transfer to the Trustee for deposit in the Mortgage Pool by the Depositor of
the
Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall be
absolute and is intended by the Depositor, the Servicer, the Master Servicer,
the Trust Administrator, the Trustee and the Certificateholders to constitute
and to be treated as a sale of the Subsequent Mortgage Loans by the Depositor
to
the Trust Fund. The related Mortgage File for each Subsequent Mortgage Loan
shall be delivered to the Trustee (or the Custodian on behalf of the Trustee)
at
least three Business Days prior to the related Subsequent Transfer
Date.
The
purchase price paid by the Trustee from amounts released from the Pre-Funding
Account shall be one-hundred percent (100%) of the aggregate Stated Principal
Balance of the Subsequent Mortgage Loans so transferred (as identified on the
Mortgage Loan Schedule provided by the Depositor). This Agreement shall
constitute a fixed-price purchase contract in accordance with Section
860G(a)(3)(A)(ii) of the Code.
(b) The
Depositor shall transfer to the Trustee for deposit in the Mortgage Pool the
Subsequent Mortgage Loans and the other property and rights related thereto
as
described in paragraph (a) above, and the Trustee shall release or cause the
Trust Administrator to release funds from the Pre-Funding Account only upon
the
satisfaction of each of the following conditions on or prior to the related
Subsequent Transfer Date:
(i) the
Depositor shall have provided the Trustee, the Trust Administrator and the
Rating Agencies with a timely Addition Notice and shall have provided any
information reasonably requested by the Trustee or the Trust Administrator
with
respect to the Subsequent Mortgage Loans;
(ii) the
Depositor shall have delivered to the Trustee and the Trust Administrator a
duly
executed Subsequent Transfer Instrument, which shall include a Mortgage Loan
Schedule listing the Subsequent Mortgage Loans, and the Seller shall have
delivered a computer file acceptable to the Trustee and the Trust Administrator
containing such Mortgage Loan Schedule to the Trustee at least three Business
Days prior to the related Subsequent Transfer Date;
(iii) as
of
each Subsequent Transfer Date, as evidenced by delivery of the Subsequent
Transfer Instrument, substantially in the form of Exhibit W, the Depositor
shall
not be insolvent nor shall it have been rendered insolvent by such transfer
nor
shall it be aware of any pending insolvency;
(iv) such
sale
and transfer shall not result in a material adverse tax consequence to the
Trust
Fund or the Certificateholders;
(v) the
Funding Period shall not have terminated;
(vi) the
Depositor shall not have selected the Subsequent Mortgage Loans in a manner
that
it believed to be adverse to the interests of the
Certificateholders;
(vii) the
Depositor shall have delivered to the Trustee and the Trust Administrator a
Subsequent Transfer Instrument confirming the satisfaction of the conditions
precedent specified in this Section 2.08 and, pursuant to the Subsequent
Transfer Instrument, assigned to the Trustee without recourse for the benefit
of
the Certificateholders all the right, title and interest of the Depositor,
in,
to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent
of
the Subsequent Mortgage Loans; and
(viii) the
Depositor shall have delivered to the Trustee and the Trust Administrator an
Opinion of Counsel addressed to the Trustee, the Trust Administrator and the
Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans
substantially in the form of the Opinion of Counsel delivered to the Trustee
on
the Closing Date regarding the true sale of the Subsequent Mortgage
Loans.
(c) The
obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any
Subsequent Transfer Date is subject to the satisfaction of the conditions set
forth in the immediately preceding paragraph and the accuracy of the following
representations and warranties with respect to each such Subsequent Mortgage
Loan determined as of the applicable Subsequent Cut-off Date: (i) such
Subsequent Mortgage Loan may not be 60 or more days delinquent as of the last
day of the month preceding the Subsequent Cut-off Date; (ii) the original term
to stated maturity of such Subsequent Mortgage Loan will not be less than 180
months and will not exceed 360 months; (iii) the Subsequent Mortgage Loan may
not provide for negative amortization; (iv) such Subsequent Mortgage Loan will
not have a loan-to-value ratio greater than 100.00%; (v) such Subsequent
Mortgage Loans will have, as of the Subsequent Cut-off Date, a weighted average
term since origination not in excess of 4 months; (vi) such Subsequent Mortgage
Loan, if a fixed rate Mortgage Loan, shall have a Mortgage Rate that is not
less
than 5.500% per annum; (vii) such Subsequent Mortgage Loan must have a first
payment date occurring on or before November 1, 2006 and will include 30 days’
interest thereon; (viii) if the Subsequent Mortgage Loan is an Adjustable-Rate
Mortgage Loan, the Subsequent Mortgage Loan will have a Gross Margin not less
than 4.500% per annum; (ix) if the Subsequent Mortgage Loan is an
Adjustable-Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Maximum
Mortgage Rate not less than 10.000% and a Minimum Mortgage Rate not less than
2.250% per annum and (x) such Subsequent Mortgage Loan shall have been
underwritten in accordance with the related Originator’s underwriting
standards.
(d) Following
the purchase of any Subsequent Mortgage Loan by the Trust, the Mortgage Loans
(including such Subsequent Mortgage Loans) will: (i) have a weighted average
original term to stated maturity of not more than 360 months; (ii) in the case
of the fixed rate Mortgage Loans, have a weighted average Mortgage Rate of
not
less than 5.500% per annum; (iii) have a weighted average Loan-to-Value Ratio
of
not more than 82.00%; (iv) have no Mortgage Loan with a Stated Principal Balance
at origination in excess of $1,200,000; (v) will consist of Mortgage Loans
with
Prepayment Charges representing no less than 70.00% by aggregate Stated
Principal Balance of the Mortgage Loans; (vi) have no more than 21% fixed rate
Mortgage Loans; (vii) have a weighted average FICO score of not less than 615.
For purposes of the calculations described in this paragraph, percentages of
the
Mortgage Loans will be based on the Stated Principal Balance of the Initial
Mortgage Loans as of the Cut-off Date and the Stated Principal Balance of the
Subsequent Mortgage Loans as of the related Subsequent Cut-off
Date.
(e) Notwithstanding
the foregoing, any Subsequent Mortgage Loan may be rejected by any Rating Agency
if the inclusion of any such Subsequent Mortgage Loan would adversely affect
the
ratings of any Class of Certificates. At least one Business Day prior to the
Subsequent Transfer Date, each Rating Agency shall notify the Trustee and the
Trust Administrator as to which Subsequent Mortgage Loans, if any, shall not
be
included in the transfer on the Subsequent Transfer Date; provided, however,
that the Seller shall have delivered to each Rating Agency at least three
Business Days prior to such Subsequent Transfer Date a computer file acceptable
to each Rating Agency describing the characteristics specified in paragraphs
(c)
and (d) above.
| SECTION 2.09 |
Conveyance
of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2, REMIC
3,
REMIC 4, REMIC 5, REMIC 6 and REMIC 7 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 1 for the benefit of the holders of the
REMIC 1 Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-1 Interest). The Trustee acknowledges
receipt of the assets described in the definition of REMIC 1 and declares that
it holds and will hold the same in trust for the exclusive use and benefit
of
the holders of the REMIC 1 Regular Interests and the Class R Certificates (in
respect of the Class R-1 Interest). The interests evidenced by the Class R-1
Interest, together with the REMIC 1 Regular Interests, constitute the entire
beneficial ownership interest in REMIC 1.
(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
1 Regular Interests for the benefit of the holders of the REMIC 2 Regular
Interests (which are uncertificated) and the Class R Certificates (in respect
of
the Class R-2 Interest). The Trustee acknowledges receipt of the REMIC 1 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 2 Regular Interests and
the Class R Certificates (in respect of the Class R-2 Interest). The interests
evidenced by the Class R-2 Interest, together with the REMIC 2 Regular
Interests, constitute the entire beneficial ownership interest in REMIC
2.
(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
2 Regular Interests for the benefit of the holders of the REMIC 3 Regular
Interests (which are uncertificated) and the Class R Certificates (in respect
of
the Class R-3 Interest). The Trustee acknowledges receipt of the REMIC 2 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 3 Regular Interests and
the Class R Certificates (in respect of the Class R-3 Interest). The interests
evidenced by the Class R-3 Interest, together with the REMIC 3 Regular
Interests, constitute the entire beneficial ownership interest in REMIC
3.
(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 REMIC
3 Regular Interests (which are uncertificated) for the benefit of the Holders
of
the Regular Certificates (other than the Class C Certificates or the Class
P
Certificates), the
Class
C Interest, the Class P Interest, the Class IO Interest and
the
Class R Certificates (in respect of the Class R-4 Interest). The Trustee
acknowledges receipt of the REMIC 4 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 Regular Certificates (other than the Class C Certificates or Class P
Certificates), the Class C Interest, the Class P Interest, the Class IO Interest
and the Class R Certificates (in respect of the Class R-4 Interest). The
interests evidenced by the Class R-4 Interest, together with the Regular
Certificates (other than the Class C Certificates or Class P Certificates),
the
Class C Interest, the Class P Interest and the Class IO Interest, constitute
the
entire beneficial ownership interest in REMIC 4.
(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
C Interest (which is uncertificated) for the benefit of the Holders of the
Class
C Certificates and the Class R-X Certificates (in respect of the Class R-5
Interest). The Trustee acknowledges receipt of the Class C 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 C Certificates and the Class R-X Certificates (in
respect of the Class R-5 Interest). The interests evidenced by the Class R-5
Interest, together with the Class C Certificates, constitute the entire
beneficial ownership interest in REMIC 5.
(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
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-6
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-6 Interest). The interests evidenced by the Class R-6
Interest, together with the Class P Certificates, constitute the entire
beneficial ownership interest in REMIC 6.
(g) 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
IO Interest (which is uncertificated) for the benefit of the Holders of the
REMIC 7 Regular Interest SWAP IO and the Class R-X Certificates (in respect
of
the Class R-7 Interest). The Trustee acknowledges receipt of the Class IO
Interest and declares that it holds and will hold the same in trust for the
exclusive use and benefit of the Holders of the REMIC 7 Regular Interest SWAP
IO
and the Class R-X Certificates (in respect of the Class R-7 Interest). The
interests evidenced by the Class R-7 Interest, together with the REMIC 7 Regular
Interest SWAP IO, constitute the entire beneficial ownership interest in REMIC
7.
(h) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC 1 and the
acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and
subsection (a) hereof, (ii) the assignment and delivery to the Trustee of REMIC
2 (including the Residual Interest therein represented by the Class R-2
Interest) and the acceptance by the Trustee thereof, pursuant to subsection
(b)
hereof, (iii) the assignment and delivery to the Trustee of REMIC 3 (including
the Residual Interest therein represented by the Class R-3 Interest) and the
acceptance by the Trustee thereof, pursuant to subsection (c) hereof, (iv)
the
assignment and delivery to the Trustee of REMIC 4 (including the Residual
Interest therein represented by the Class R-4 Interest) and the acceptance
by
the Trustee thereof, pursuant to subsection (d) hereof, (v) the assignment
and
delivery to the Trustee of REMIC 5 (including the Residual Interest therein
represented by the Class R-5 Interest) and the acceptance by the Trustee
thereof, pursuant to subsection (e) hereof, (vi) the assignment and delivery
to
the Trustee of REMIC 6 (including the Residual Interest therein represented
by
the Class R-6 Interest) and the acceptance by the Trustee thereof, pursuant
to
subsection (f) hereof, and (vii) the assignment and delivery to the Trustee
of
REMIC 7 (including the Residual Interest therein represented by the Class R-7
Interest) and the acceptance by the Trustee thereof, pursuant to subsection
(g)
hereof, the Trustee, pursuant to the written request of the Depositor executed
by an officer of the Depositor, has executed, authenticated and delivered to
or
upon the order of the Depositor, (A) the Class R Certificates in authorized
denominations evidencing the Class R-1 Interest, the Class R-2 Interest, the
Class R-3 Interest and the Class R-4 Interest and (B) the Class R-X Certificates
in authorized denominations evidencing the Class R-5 Interest, the Class R-6
Interest and the Class R-7 Interest.
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:
(1) any
relationship that the Servicer, any Sub-Servicer or any Affiliate of the
Servicer or any Sub-Servicer may have with the related Mortgagor;
(2) the
ownership or non-ownership of any Certificate by the Servicer or any Affiliate
of the Servicer;
(3) the
Servicer’s obligation to make Advances or Servicing Advances; or
(4) 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
or
(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. If a Prepayment Charge is waived, other than
in
accordance with the standards set forth in (i), (ii), (iii) or (iv) above,
and
such waiver 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.
If
a
Prepayment Charge is waived as permitted by meeting the standard described
in
clauses (ii), (iii) or (iv) above, then the Trustee (upon receipt of written
notice from the Servicer that such waiver has occurred) shall work with the
Depositor to enforce the obligation of the Originators 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.
If a Prepayment Charge is waived other than in accordance with (i), (ii), (iii)
or (iv) 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.
To
the
extent consistent with the foregoing, the Servicer shall also 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 respective 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 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, and upon notice to 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 any standard hazard
insurance policy. Subject to Section 3.17, the Trustee shall execute, at the
written request of the Servicer, and furnish to the Servicer and any
Sub-Servicer such documents as are necessary or appropriate to enable the
Servicer or any Sub-Servicer to carry out their servicing and administrative
duties hereunder, and the Trustee hereby grants to the Servicer a power of
attorney to carry out such duties. The Trustee shall not be liable for the
actions of the Servicer or any Sub-Servicers under such powers of
attorney.
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 principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit provided,
however, that (subject to Section 3.07) the Servicer may capitalize the amount
of any Servicing Advances incurred pursuant to this Section 3.01 in connection
with the modification of a Mortgage Loan.
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 (i) incurred as a result of
MERS
discontinuing or becoming unable to continue operations in connection with
the
MERS System or (ii) if the affected Mortgage Loan is in default or, in the
judgment of the Servicer, such default is reasonably foreseeable, incurred
in
connection with the actions described in the preceding sentence, shall be
subject to withdrawal by the Servicer from the Collection Account.
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 (except with respect to a Mortgage Loan that is in default or,
in
the judgment of the Servicer, such default is reasonably foreseeable) that
would
change the Mortgage Rate, reduce or increase the principal balance (except
for
reductions resulting from actual payments of principal) or change the final
maturity date on such Mortgage Loan 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
final, temporary or proposed Treasury Regulations promulgated thereunder) and
(B) cause any REMIC 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;
Subcontractors.
|
(a) The
Servicer may enter into Sub-Servicing Agreements (provided that such agreements
would not result in a withdrawal or a downgrading by the Rating Agencies of
the
rating on any Class of Certificates) with Sub-Servicers, for the servicing
and
administration of the Mortgage Loans; provided, however, that each 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.
(b) Each
Sub-Servicer shall be (i) authorized to transact business in the state or states
in which 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 requirements conforming to the
provisions set forth in Section 3.08, 3.20 or 3.21 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. 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
and the Master Servicer 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.
(d) It
shall
not be necessary for the Servicer to seek the consent of the Depositor, the
Master Servicer, the Trust Administrator or the Trustee to the utilization
of
any Subcontractor. The Servicer shall promptly, upon request, provide to the
Depositor, the Master Servicer and the Trust Administrator a written description
(in form and substance satisfactory to the Depositor, the Master Servicer and
the Trust Administrator) of the role and function of each Subcontractor utilized
by the Servicer or any Sub-Servicer, specifying (i) the identity of each such
Subcontractor, (ii) which (if any) of such Subcontractors are “participating in
the servicing function” within the meaning of Item 1122 of Regulation AB and
(iii) which elements of the Relevant Servicing Criteria will be addressed in
assessments of compliance provided by each Subcontractor identified pursuant
to
(e) below.
(e) As
a
condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, the Servicer shall cause any such Subcontractor used by the
Servicer (or by any Sub-Servicer) for the benefit of the Depositor, the Master
Servicer and the Trust Administrator to comply with the provisions of Sections
3.20, 3.21 and 4.05 of this Agreement to the same extent as if such
Subcontractor were the Servicer. The Servicer shall be responsible for obtaining
from each Subcontractor and delivering to the Depositor, the Master Servicer
and
the Trust Administrator any assessment of compliance and attestation required
to
be delivered by such Subcontractor under Section 3.21, in each case as and
when
required to be delivered.
| 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 Termination).
| 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 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 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 Termination), the Master
Servicer or, if the Master Servicer is the Servicer, the Trustee (or the
successor servicer appointed pursuant to Section 7.02) (or
another successor master servicer)
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 (or successor servicer or master servicer),
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 (or another successor master servicer) shall be deemed, subject
to
Section 3.03, to have assumed all of the Servicer’s interest therein and to have
replaced the 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 Servicer shall not thereby be relieved of any
liability or obligations under any Sub-Servicing Agreement 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, 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 make reasonable efforts to 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, 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 and the servicing
standards set forth in Section 3.01, the Servicer may in its discretion (i)
waive any late payment charge or, if applicable, penalty interest or (ii) extend
the due dates for Monthly Payments due on a Mortgage Note for a period of not
greater than 180 days; provided 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. In the event of any such
arrangement pursuant to clause (ii) 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 arrangements. 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 waive, modify
or
vary any term of such Mortgage Loan (including, but not limited to,
modifications that 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 if in the Servicer’s
determination such waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Certificateholders (taking into
account any estimated Realized Loss that might result absent such action);
provided, however, the Servicer shall not modify any Mortgage Loan in a manner
that would capitalize the amount of any unpaid Monthly Payments or tax or
insurance payments advanced by the Servicer on the Mortgagor’s behalf unless the
related Mortgagor shall have remitted an amount equal to a full Monthly Payment
(or, in the case of any Mortgage Loan subject to a forbearance plan or
bankruptcy plan, a full modified monthly payment under such plan) in each of
the
three calendar months immediately preceding the month of such
modification.
| 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 Sub-Servicing Account, in no event more than
two Business Days 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. The Sub-Servicer shall
thereafter 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.
|
To
the
extent the terms of a Mortgage provide for Escrow Payments, the Servicer shall
establish and maintain 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, fire, flood, and hazard
insurance premiums, hazard insurance proceeds (to the extent such amounts are
to
be applied to the restoration or repair of the property) 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 Servicing Accounts on a daily basis and in no event later than
the second Business Day after receipt, and retain therein, 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
timely payment of taxes, assessments, fire, flood, and hazard insurance
premiums, and comparable items; (ii) reimburse the Servicer 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 fire, flood and 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. As part of its servicing duties, the Servicer shall pay to the Mortgagors
interest on funds in 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. Notwithstanding the foregoing, the Servicer shall not
be
obligated to collect Escrow Payments if the related Mortgage Loan does not
require such payments but the Servicer shall nevertheless be obligated to make
Servicing Advances as provided in Section 3.01. In the event the Servicer shall
deposit in the Servicing Accounts any amount not required to be deposited
therein, it may at any time withdraw such amount from the Servicing Accounts,
any provision to the contrary notwithstanding.
To
the
extent that a Mortgage does not provide for Escrow Payments, the Servicer (i)
shall determine whether any such payments are made by the Mortgagor in a manner
and at a time that is necessary to avoid the loss of the Mortgaged Property
due
to a tax sale or the foreclosure as a result of a tax lien and (ii) shall ensure
that all insurance required to be maintained on the Mortgaged Property pursuant
to this Agreement is maintained. If any such payment has not been made and
the
Servicer receives notice of a tax lien with respect to the Mortgage Loan being
imposed, the Servicer will, to the extent required to avoid loss of the
Mortgaged Property, advance or cause to be advanced funds necessary to discharge
such lien on the Mortgaged Property. The Servicer assumes full responsibility
for the payment of all such bills and shall effect payments of all such bills
irrespective of the Mortgagor’s faithful performance in the payment of same or
the making of the Escrow Payments and shall make Servicing Advances from its
own
funds to effect such payments.
| SECTION 3.10 |
Collection
Account.
|
(a) On
behalf
of the Trust Fund, the Servicer shall establish and maintain one or more
separate, segregated trust accounts (such account or accounts, the “Collection
Account”), held in trust for the benefit of the Trust Administrator, the Trustee
and the Certificateholders. On behalf of the Trust Fund, the Servicer shall
deposit or cause to be deposited in the clearing account (which account must
be
an Eligible 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 two Business Days after the Servicer’s
receipt thereof, and shall thereafter deposit in the Collection Account, in
no
event more than one Business Day after the deposit of such funds into the
clearing account, as and when received or as otherwise required hereunder,
the
following payments and collections received or made by it from and after the
Cut-off Date (other than in respect of principal or interest on the related
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 related Servicing Fee and any
Prepayment Interest Excess) on each Mortgage Loan;
(3) all
Insurance Proceeds and Liquidation Proceeds (other than proceeds collected
in
respect of any particular REO Property and amounts paid by the Servicer 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 or Section 9.01;
(7) all
amounts required to be deposited in connection with shortfalls in principal
amount of Qualified Substitute Mortgage Loans pursuant to Section 2.03;
and
(8) all
Prepayment Charges collected by the Servicer and any Servicer Prepayment Charge
Payment Amounts in connection with the Principal Prepayment of any of the
Mortgage Loans.
For
purposes of the immediately preceding sentence, the Cut-off Date with respect
to
any Qualified Substitute Mortgage Loan shall be deemed to be the date of
substitution.
The
foregoing requirements for deposit in the Collection Accounts shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges or assumption
fees (other than Prepayment Charges) need not be deposited by the Servicer
in
the Collection Account. 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 (i) on
the
Servicer Remittance Date, that portion of the Available Funds for the related
Distribution Date then on deposit in the Collection Account, the amount of
all
Prepayment Charges collected during the applicable Prepayment Period by the
Servicer and Servicer Prepayment Charge Payment Amounts in connection with
the
Principal Prepayment of any of the Mortgage Loans then on deposit in the
Collection Account and (ii) on each Business Day as of the commencement of
which
the balance on deposit in the Collection Account exceeds $75,000 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 $75,000 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, 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 Seller or any Sub-Servicer pursuant to
Section 3.11 and shall pay such amounts to the Persons entitled
thereto.
(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 advance
notice to the Trust Administrator and the Master Servicer of the location of
the
Collection Account maintained by it when established and prior to any change
thereof. The Trust Administrator will then provide timely written notice to
the
Depositor and Trustee.
(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 upon written notification from the Servicer, 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 by the Servicer in connection with a purchase of Mortgage
Loans and REO Properties pursuant to Section 9.01; and
(iv) any
amounts required to be deposited pursuant to Section 3.24 in connection with
any
Prepayment Interest Shortfalls.
(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 Advances, but only to the
extent of amounts received which represent Late Collections (net of the related
Servicing Fees) of Monthly Payments on Mortgage Loans 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 Liquidation Proceeds, Insurance
Proceeds or other amounts as may be collected by the Servicer from a Mortgagor,
or otherwise received with respect to such Mortgage Loan and (C) without
limiting any right of withdrawal set forth in clause (vi) below, any Servicing
Advances made with respect to a Mortgage Loan that, following the final
liquidation of a Mortgage Loan are Nonrecoverable Advances, but only to the
extent that Late Collections, Liquidation Proceeds and Insurance Proceeds
received with respect to such Mortgage Loan are insufficient to reimburse the
Servicer or any Sub-Servicer for such 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 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) 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;
(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 Trust Administrator, the Master Servicer or the
Trustee, as the case may be, for expenses reasonably incurred in respect of
the
breach or defect giving rise to the purchase obligation under Section 2.03
of
this Agreement that were included in the Purchase Price of the Mortgage Loan,
including any expenses arising out of the enforcement of the purchase
obligation;
(9) [reserved];
(10) to
pay,
or to reimburse the Servicer for advances in respect of expenses incurred in
connection with any Mortgage Loan pursuant to Section 3.16(b); and
(11) 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 (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Servicer
shall provide written notification to the Trust Administrator, on or prior
to
the next succeeding Servicer Remittance Date, upon making any withdrawals from
the Collection Account pursuant to subclause (vii) above.
| SECTION 3.12 |
Investment
of Funds in the Collection Account and the Pre-Funding
Account.
|
(a) The
Servicer may direct any depository institution maintaining the Collection
Account and the Depositor may direct any depository institution maintaining
the
Pre-Funding Account (for purposes of this Section 3.12, each such account an
“Investment Account”) to invest the funds in such Investment Account in one or
more Permitted Investments specified in such instruction 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, 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. 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 any
Investment 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 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. The Servicer shall deposit in the Collection Account 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.
All
income and gain realized from the investment of funds deposited in the
Pre-Funding Account held by or on behalf of the Depositor shall be for the
benefit of the Depositor and shall be subject to its withdrawal in accordance
with Section 4.05. The Depositor shall deposit in the Pre-Funding Account 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.
(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 Trust
Administrator may and, subject to Section 8.01 and Section 8.02(a)(v), upon
the
request of 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
terms
of each Mortgage Note require the related Mortgagor to maintain fire, flood
and
hazard insurance policies. To the extent such policies are not maintained,
the
Servicer shall cause to be maintained for each Mortgaged Property fire and
hazard insurance with extended coverage as is customary in the area where the
Mortgaged Property is located in an amount which is at least equal to the lesser
of the current principal balance of such Mortgage Loan and the amount necessary
to fully compensate for any damage or loss to the improvements which are a
part
of such property on a replacement cost basis, 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, flood and hazard insurance on each REO Property
with extended coverage as is customary in the area where the Mortgaged Property
is located in an amount which is at
least
equal to the greater of (i) 100% of the insurable value on a replacement cost
basis of the improvements securing such Mortgage Loan, (ii) the principal
balance of the Mortgage Loan and (iii) maximum coverage allowable under the
Flood Disaster Protection Act of 1973.
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 principal balance
of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage
Loan
so permit; provided, however, that the Servicer may capitalize the amount of
any
Servicing Advances incurred pursuant to this Section 3.14 in connection with
the
modification of a Mortgage Loan. 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, 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 lesser of
(i)
100% of the insurable value on a replacement cost basis of the improvements
securing such Mortgage Loan and (ii) the greater of (a) the outstanding
principal balance of the Mortgage Loan and (b) an amount such that the proceeds
of such insurance shall be sufficient to prevent the application to the
Mortgagor or the loss payee of any coinsurance clause under the policy. If
at
any time during the term of the Mortgage Loan, the Servicer determines, in
accordance with applicable law, that a Mortgaged Property is located in a
special flood hazard area and is not covered by flood insurance or is covered
in
an amount less than the amount required by the Flood Disaster Protection Act
of
1973, as amended, the Servicer shall notify the related Mortgagor that the
Mortgagor must obtain such flood insurance coverage, and if said Mortgagor
fails
to obtain the required flood insurance coverage within forty-five (45) days
after such notification, the Company shall immediately force place the required
flood insurance on the Mortgagor’s behalf.
In
the
event that the Servicer shall obtain and maintain a blanket policy with an
insurer having a General Policy Rating of B:VI or better in Best’s Key Rating
Guide 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, the Trust Fund and the Certificateholders, claims under any such
blanket policy in a timely fashion in accordance with the terms of such
policy.
(a) 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 its respective obligations under this Agreement, which policy
or
policies shall be in such form and amount that would meet the requirements
of
Xxxxxx Xxx 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 also maintain a fidelity bond in the form and
amount that would meet the requirements of Xxxxxx Mae 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 without
thirty days’ prior written notice to the Trustee and the Trust
Administrator.
The
Servicer shall provide to the Master Servicer evidence of the authorization
of
the person signing any certification, statement, copy or other evidence of
any
fidelity bond, errors and omissions 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 will, to the extent it has knowledge of any conveyance or prospective
conveyance of any Mortgaged Property by any Mortgagor (whether by absolute
conveyance or by contract of sale, and whether or not the Mortgagor remains
or
is to remain liable under the Mortgage Note and/or the Mortgage), exercise
its
rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale”
clause, if any, applicable thereto; provided, however, that the Servicer shall
not exercise any 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, or if any of the other conditions set forth in the proviso
to the preceding sentence apply, the Servicer will enter into an assumption
and
modification agreement from or with the person to whom such property has been
conveyed or is proposed to be conveyed, pursuant to which such person becomes
liable under the Mortgage Note and, to the extent permitted by applicable state
law, the Mortgagor remains liable thereon. The Servicer is also authorized
to
enter into a substitution of liability agreement with such person, pursuant
to
which the original Mortgagor is released from liability and such person is
substituted as the Mortgagor and becomes liable under the Mortgage Note,
provided that no such substitution shall be effective unless such person
satisfies the then current underwriting criteria of the Servicer for mortgage
loans similar to the Mortgage Loans. In connection with any assumption or
substitution, the Servicer 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. The Servicer shall not take or enter into any assumption and
modification agreement, however, unless (to the extent practicable in the
circumstances) it shall have received confirmation, in writing, of the continued
effectiveness of any applicable hazard insurance policy. Any fee collected
by
the Servicer in respect of an assumption or substitution of liability agreement
will be retained by the Servicer as additional servicing compensation. In
connection with any such assumption, no material term of the Mortgage Note
(including but not limited to the related Mortgage Rate and the amount of the
Monthly Payment) may be amended or modified, except as otherwise required
pursuant to the terms thereof. The Servicer shall notify the Trustee, the Master
Servicer, the Trust Administrator and the Custodian that any such substitution
or assumption agreement has been completed by forwarding to the Custodian the
executed original of such substitution or assumption agreement, which document
shall be added to the related Mortgage File and shall, for all purposes, be
considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof.
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, consistent with the servicing standard set forth in Section
3.01, 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 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.
(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
Fund, the Trust Administrator, the Servicer 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.
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)(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.
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.
The cost of any such compliance, containment, cleanup 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 Section 3.11(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 shall have the right to purchase from REMIC I any defaulted Mortgage
Loan that is 90 days or more delinquent, which the Servicer 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. 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 of such deposit, shall release or cause to be released to
the
Servicer, the related Mortgage File and the Trustee, upon receipt of written
certification from the Servicer, as applicable, of such deposit, shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, representation or warranty as the Servicer, shall furnish and as
shall
be necessary to vest in the Servicer 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 or
Liquidation Proceeds, in respect of any Mortgage Loan, will be applied in the
following order of priority: first, to reimburse the Servicer or any
Sub-Servicer for any related unreimbursed Servicing Advances and Advances,
pursuant to Section 3.11(a)(ii) or (a)(iii)(B); second, 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
third, as a recovery of principal of the Mortgage Loan. If the amount of the
recovery so allocated to interest is less than the full amount of accrued and
unpaid interest due on such Mortgage Loan, the amount of such recovery will
be
allocated by the Servicer as follows: first, to unpaid Servicing Fees; and
second, to the balance of the interest then due and owing. 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)(iii)(A).
| 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, or the Master
Servicer may notify the Custodian on behalf of the Trustee, by a Request for
Release in the form of Exhibit E (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) of a Servicing
Officer and shall request that the Custodian, on behalf of the Trustee, deliver
to it the Mortgage File. Upon receipt of such certification and request, the
related Custodian shall (pursuant to the terms of the Custodial Agreement)
within five Business Days release the related Mortgage File to the Servicer
(at
the Servicer’s expense), and the Servicer is authorized to cause the removal
from the registration on the MERS® System of any such Mortgage, if applicable,
and to execute and deliver, on behalf of the Trustee and the Certificateholders
or any of them, any and all instruments of satisfaction or cancellation or
of
partial or full release. 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 (in the case of JPMorgan,
pursuant to the terms of the Custodial Agreement), upon request of the Servicer
and delivery to the Custodian of a Request for Release in the form of Exhibit
E,
release the related Mortgage File to the Servicer, 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 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 certificate of 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, a copy of the Request for
Release shall be released by the Custodian, on behalf of the Trustee, to the
Servicer.
(c) Upon
written certification of a Servicing Officer, the Trustee shall execute and
deliver to the Servicer any court pleadings, requests for trustee’s sale or
other documents reasonably 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 out of Insurance Proceeds or Liquidation Proceeds to the extent permitted
by Section 3.11(a)(iii)(A) and out of amounts derived from the operation and
sale of an REO Property to the extent permitted by Section 3.23. 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.
Additional
servicing compensation in the form of assumption fees, late payment charges
and
other similar fees and charges (other than Prepayment Charges) shall be retained
by the Servicer (subject to Section 3.24) 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)(iv) 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, 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
to
the Trust Administrator, upon the request of the Trust Administrator, a
statement prepared by the Servicer setting forth the status of the Collection
Account as of the close of business on the last day of the calendar month
relating to such Distribution Date and showing, for the period covered by such
statement, the aggregate amount of deposits into and withdrawals from the
Collection Account of each category of deposit specified in Section 3.10(a)
and
each category of withdrawal specified in Section 3.11. Such statement may be
in
the form of the then current Xxxxxx Mae Monthly Accounting Report for its
Guaranteed Mortgage Pass-Through Program with appropriate additions and changes,
and shall also include information as to the aggregate of the outstanding
principal balances of all of the Mortgage Loans as of the last day of the
calendar month immediately preceding such Distribution Date. 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 the request and at the expense of the
requesting party, provided such statement is delivered by the Servicer to the
Trust Administrator.
| SECTION 3.20 |
Statement
as to Compliance.
|
On
or
before March 1 of each calendar year, commencing in 2007, the Servicer shall
deliver or otherwise make available to the Trust Administrator and
the
Master Servicer
a
statement of compliance addressed to the Master Servicer and the Depositor
and
signed by an authorized officer of the Servicer, to the effect that (a) a review
of the Servicer’s activities during the immediately preceding calendar year (or
applicable portion thereof) and of its performance under this Agreement during
such period has been made under such officer’s supervision, and (b) to the best
of such officers’ knowledge, based on such review, the Servicer has fulfilled
all of its obligations under this Agreement in all material respects throughout
such calendar year (or applicable portion thereof) or, if there has been a
failure to fulfill any such obligation in any material respect, specifically
identifying each such failure known to such officer and the nature and the
status thereof.
The
Servicer shall deliver, or cause to be delivered, a similar Annual Statement
of
Compliance by any Sub-Servicer, Subcontractor or other Person engaged by it
and
satisfying any of the criteria set forth in Item 1108(a)(i), (ii) or (iii),
to
which the Servicer has delegated any servicing responsibilities with respect
to
the Mortgage Loans, to the Trust Administrator as described above as and when
required with respect to the Servicer.
Each
of
the Master Servicer and Trust Administrator shall deliver, or cause to be
delivered, a similar Annual Statement of Compliance by any Sub-Servicer,
Subcontractor or other Person engaged by it and satisfying any of the criteria
set forth in Item 1108(a)(i), (ii) or (iii), to which the Master Servicer has
delegated any servicing responsibilities with respect to the Mortgage Loans,
to
the Trust Administrator as described above as and when required with respect
to
the Master Servicer.
Each
of
the Master Servicer and the Trust Administrator shall also provide an Annual
Statement of Compliance, as and when provided above.
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) On
or
before March 1 of each calendar year, commencing in 2007, the Servicer
shall:
(i) deliver
to the Trust Administrator and the Master Servicer a report (in form and
substance reasonably satisfactory to the Depositor, the Master Servicer and
the
Trust Administrator) regarding the Servicer’s assessment of compliance with the
Relevant Servicing Criteria during the immediately preceding calendar year,
as
required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
Regulation AB. Such report shall be addressed to the Master Servicer and the
Depositor and signed by an authorized officer of the Servicer and shall address
each of the Relevant Servicing Criteria specified substantially on Exhibit
S
hereto (or those Servicing Criteria otherwise mutually agreed to by the
Depositor, the Master Servicer and the Servicer in response to evolving
interpretations of Regulation AB;
(ii) deliver
to the Trust Administrator and the Master Servicer a report of a registered
public accounting firm reasonably acceptable to the Master Servicer, the
Depositor and the Trust Administrator that attests to, and reports on, the
assessment of the compliance made by the Servicer and delivered pursuant to
the
.preceding paragraph. Such attestation shall be in accordance with Rules
1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
Exchange Act;
(iii) cause
each Sub-Servicer and each Subcontractor, determined by the Servicer pursuant
to
Section 4.24(b) to be “participating in the servicing function” within the
meaning of Item 1122 of Regulation AB, to deliver to the Trust Administrator,
the Master Servicer and the Depositor an assessment of compliance and
accountants’ attestation as and when provided in paragraphs (i) and (ii) of this
Section 3.21; and
(iv) pursuant
to Section 4.05(a)(iv), deliver, and cause each Sub-Servicer and each
Subcontractor to deliver to the Master Servicer a certification in the form
attached hereto as Exhibit N-2.
Each
assessment of compliance provided by a Sub-Servicer pursuant to Section
3.21(iii) shall address each of the Relevant Servicing Criteria applicable
to
the Servicer in Exhibit S. An assessment of compliance provided by a
Subcontractor pursuant to Section 3.21(iii) need not address any elements of
the
Relevant Servicing Criteria other than those specified by the Servicer pursuant
to Section 3.02.
The
Servicer acknowledges that the Master Servicer may rely on the certification
provided by the Servicer pursuant clause (iv) above in signing the Certification
and filing such with the Commission. Neither the Master Servicer nor the
Depositor will request delivery of a certification under clause (iv) above
unless the Depositor is required under the Exchange Act to file an annual report
on Form 10-K with respect to an issuing entity whose asset pool includes
Mortgage Loans.
Each
of
the Master Servicer, the Trust Administrator and each Custodian shall also
provide, and each such party and the Trustee shall cause any Sub-servicer or
Subcontractor engaged by it to provide an Assessment of Compliance and
Attestation Report, as and when provided above, which shall at a minimum address
each of the Servicing Criteria specified on Exhibit O hereto which are indicated
as applicable to each such party. Notwithstanding the foregoing, as to any
trustee, an Assessment of Compliance is not required to be delivered unless
it
is required as part of Form 10-K with respect to the Trust Fund.
Each
of
the Servicer, the Master Servicer, the Trustee (in its capacity as Custodian)
and the Trust Administrator shall indemnify and hold harmless the Depositor,
the
Master Servicer and the Trust Administrator and their 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.
|
(B)
|
Remedies
Regarding Statements as to Compliance, Assessments of Compliance
and
Attestation Reports.
|
(i) Any
failure by the Servicer, any Sub-Servicer or any Subcontractor to deliver any
information, report, certification or accountants’ letter when and as required
under Section 3.20 or Section 3.21, including (except as provided below) any
failure by the Servicer to identify any Subcontractor “participating in the
servicing function” within the meaning of Item 1122 of Regulation AB, which
continues unremedied for ten (10) calendar days after the date on which such
information, report, certification or accountants’ letter was required to be
delivered shall constitute a Servicer Event of Termination, and shall entitle
the Trustee (at the direction of the Depositor), to terminate the rights and
obligations of the Servicer under this Agreement without payment
(notwithstanding anything in this Agreement to the contrary) of any compensation
to the Servicer; provided that to the extent that any provision of this
Agreement expressly provides for the survival of certain rights or obligations
following termination of the Servicer as servicer, such provision shall be
given
effect.
Neither
the Trustee nor the Depositor shall be entitled to terminate the rights and
obligations of the Servicer pursuant to this subparagraph (B)(i) if a failure
of
the Servicer to identify a Subcontractor “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB was attributable
solely to the role or functions of such Subcontractor with respect to mortgage
loans other than the Mortgage Loans.
(iii) The
Servicer shall promptly reimburse the Depositor, the Master Servicer, the Trust
Administrator, the Trustee and the Trust Fund for all reasonable expenses
incurred by the Depositor, the Master Servicer, the Trust Administrator, the
Trustee and the Trust Fund, as such are incurred, in connection with the
termination of the Servicer as servicer and the transfer of servicing of the
Mortgage Loans to a successor servicer. The provisions of this paragraph shall
not limit whatever rights the Trustee or the Depositor may have under other
provisions of this Agreement or otherwise, whether in equity or at law, such
as
an action for damages, specific performance or injunctive relief.
| SECTION 3.22 |
Access
to Certain Documentation.
|
The
Servicer shall provide to the Depositor and the Trustee at the request of the
Office of the Controller of the Currency, 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 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 regarding
the Mortgage Loans required by applicable laws and regulations will be provided
to such Certificateholder, the Trustee, the Trust Administrator, the Master
Servicer and to any Person identified to the Servicer as a prospective
transferee of a Certificate subject to the execution of a confidentiality
agreement in form and substance satisfactory to the servicer, 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. Nothing in this
Section 3.22 shall derogate from the obligation of any such party to observe
any
applicable law prohibiting disclosure of information regarding the Mortgagors
and the failure of any such party to provide access as provided in this Section
as a result of such obligation shall not constitute a breach of this Section
3.22.
The
Servicer agrees to fully furnish, in accordance with the Fair Credit Reporting
Act and its implementing regulations, accurate and complete information
(e.g.,
favorable and unfavorable) on its borrower credit files to Equifax, Experian
and
Trans Union Credit Information Servicer, on a monthly basis.
| SECTION 3.23 |
Title,
Management and Disposition of REO
Property.
|
(a) 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 the
Trust Fund, shall either sell any REO Property before the close of the third
taxable year following the year the Trust Fund 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
above three-year grace period would otherwise expire, an extension of the above
three-year grace period, unless the Servicer shall have delivered to the
Trustee, the Trust Administrator and the Depositor an Opinion of Counsel,
addressed to the Trustee, the Trust Administrator and the Depositor, to the
effect that the holding by the Trust Fund of such REO Property subsequent to
the
close of the third taxable year after its acquisition will not result in the
imposition on the Trust Fund of taxes on “prohibited transactions” thereof, as
defined in Section 860F of the Code, or cause any Trust REMIC 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 Trust REMIC 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 segregate and hold all funds collected and received in connection
with the operation of any REO Property separate and apart from its own funds
and
general assets and shall establish and maintain 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 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 (which
account must be an Eligible 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 two Business Days after
the Servicer’s receipt thereof, and shall thereafter deposit in the REO Account,
in no event more than one Business Day after the deposit of such funds into
the
clearing account, 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, none of the Servicer, the Trust Administrator or 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 Trust Administrator and the Master Servicer 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 at any time that it is held
by
the Trust Fund, 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
(iv) 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.
(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. Any income from the related REO Property
received during any calendar months prior to a Final Recovery Determination,
net
of any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d),
shall be withdrawn by the Servicer from each REO Account maintained by it and
remitted to the Trust Administrator for deposit into the Distribution Account
in
accordance with Section 3.10(d)(ii) on the Servicer Remittance Date relating
to
a Final Recovery Determination with respect to such Mortgage Loan, for
distribution on the related Distribution Date in accordance with Section
4.01.
(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 its general servicing activities for similar properties.
(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
remitted to the Trust Administrator for deposit 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 on the Servicer Remittance Date from its own funds (or
from
a Sub-Servicer’s own funds received by the Servicer in respect of Compensating
Interest) an amount equal to the lesser of (a) the amount, if any, by which
the
Prepayment Interest Shortfall for the related Prepayment Period exceeds the
Prepayment Interest Excess for the related Prepayment Period, and (b) the amount
of the Servicing Fee payable to the Servicer for such Distribution
Date.
| SECTION 3.25 |
Obligations
of the Servicer in Respect of Monthly Payments.
|
In
the
event that a shortfall in any collection on or liability with respect to any
Mortgage Loan 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 deliver to the Trust Administrator for deposit in the
Distribution 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 Depositor and any successor servicer in respect of any such
liability. Such indemnities shall survive the termination or discharge of this
Agreement. If amounts paid by the Servicer with respect to any Mortgage Loan
pursuant to this Section 3.25 are subsequently recovered from the related
Mortgagor, the Servicer shall be permitted to reimburse itself for such amounts
paid by it pursuant to this Section 3.25 from such recoveries.
| SECTION 3.26 |
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, “Net WAC Rate Carryover
Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust
for
registered Holders of Soundview Mortgage Loan Trust 2006-3, Asset-Backed
Certificates, Series 2006-3.” All amounts deposited in the Net WAC Rate
Carryover Reserve Account shall be distributed to the Holders of the Floating
Rate Certificates in the manner set forth in Section 4.01(d).
On
the
Closing Date the Depositor will remit to the Trust Administrator for deposit
into the Net WAC Rate Carryover Reserve Account an amount equal to $858,756.16
(the “Initial Net WAC Rate Carryover Reserve Account Deposit”). The Initial Net
WAC Rate Carryover Reserve Account Deposit shall be used by the Trust
Administrator to fund any Net WAC Rate Carryover Reserve Amount payable to
the
Floating Rate Certificates during the Funding Period. After the Funding Period,
any Initial Net WAC Rate Carryover Reserve Account Deposit not so used by the
Trust Administrator shall be remitted to the Seller or its
designee.
On
each
Distribution Date as to which there is a Net WAC Rate Carryover Amount payable
to the Floating Rate Certificates (after taking into account the remaining
Initial Net WAC Rate Carryover Reserve Account Deposit), the Trust Administrator
has been directed by the Class C Certificateholders to, and therefore will,
deposit into the Net WAC Rate Carryover Reserve Account the amounts described
in
Section 4.01(c)(v), rather than distributing such amounts to the Class C
Certificateholders. In addition, any payments received by the Trust
Administrator under the Basis Risk Cap Agreement on each Distribution Date
will
be deposited into the Net WAC Rate Carryover Reserve Account. On each such
Distribution Date, the Trust Administrator shall hold all such amounts for
the
benefit of the Holders of the Floating Rate Certificates, and will distribute
such amounts to the Holders of the Floating Rate Certificates in the amounts
and
priorities set forth in Section 4.01(d).
On
each
Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve
Account (representing payments received by the Trust Administrator under the
Basis Risk Cap Agreement) after the payment of any Net WAC Rate Carryover
Amounts on the Floating Rate Certificates for such Distribution Date, shall
be
payable to the Trust Administrator as additional compensation. For so long
as
any Floating Rate Certificates are beneficially owned by the Depositor or any
of
its Affiliates, the Depositor shall refund or cause such Affiliate to refund
any
amounts paid to it under the Basis Risk Cap Agreement to the Trust Administrator
who shall, pursuant to the terms of the Basis Risk Cap Agreement, return such
amount to the counterparty thereunder.
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 C Certificates
unless and until the date when either (a) there is more than one Class C
Certificateholder or (b) any Class of Certificates in addition to the Class
C
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 Net WAC Rate Carryover Reserve Account
be
treated as a partnership provided, that Xxxxx Fargo shall not be required to
prepare and file partnership tax returns in respect of such partnership unless
it receives additional reasonable compensation (not to exceed $10,000 per year)
for the preparation of such filings, written notification recognizing the
creation of a partnership agreement or comparable documentation evidencing
the
partnership, if any. All amounts deposited into the Net WAC Rate Carryover
Reserve Account (other than amounts received under the Basis Risk Cap Agreement)
shall be treated as amounts distributed by REMIC 4 to the Holder of the Class
C
Interest and by REMIC 5 to the Holder of the Class C 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 Floating Rate Certificates, all amounts
remaining on deposit in the Net WAC Rate Carryover Reserve Account will be
released by the Trust and distributed to the Holders of the Class C Certificates
or their 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
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).
By
accepting a Class C Certificate, each Class C 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 C Certificateholders.
By accepting a Class C Certificate, each Class C 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.
For
federal tax return and information reporting, the right of the Holders of the
Floating Rate Certificates to receive payments from the Net WAC Rate Carryover
Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have
more than a de
minimis
value.
| SECTION 3.27 |
Advance
Facility
|
(a) Either
(i) the Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund,
with the consent of and at the direction of the Servicer, is hereby authorized
to enter into a facility with any Person which provides that such Person (an
“Advancing Person”) may fund Advances and/or Servicing Advances to the Trust
Fund under this Agreement, although no such facility shall reduce or otherwise
affect the Servicer’s obligation to fund such Advances and/or Servicing
Advances. If the Servicer enters into such an Advance Facility pursuant to
this
Section 3.26, upon reasonable request of the Advancing Person, the Trust
Administrator shall execute a letter of acknowledgment, confirming its receipt
of notice of the existence of such Advance Facility. If the Trust Administrator
enters into such an Advance Facility pursuant to this Section 3.26, the Servicer
shall also be a party to such Advance Facility. To the extent that an Advancing
Person funds any Advance or any Servicing Advance and provides the Trust
Administrator with notice acknowledged by the Servicer that such Advancing
Person is entitled to reimbursement, such Advancing Person shall be entitled
to
receive reimbursement pursuant to this Agreement for such amount to the extent
provided in Section 3.26(b). Such notice from the Advancing Person must specify
the amount of the reimbursement, the Section of this Agreement that permits
the
applicable Advance or Servicing Advance to be reimbursed and the section(s)
of
the Advance Facility that entitle the Advancing Person to request reimbursement
from the Trust Administrator, rather than the Servicer, and include the
Servicer’s acknowledgment thereto or proof of an Event of Default under the
Advance Facility. The Trust Administrator shall have no duty or liability with
respect to any calculation of any reimbursement to be paid to an Advancing
Person and shall be entitled to rely without independent investigation on the
Advancing Person’s notice provided pursuant to this Section 3.26. An Advancing
Person whose obligations hereunder are limited to the funding of Advances and/or
Servicing Advances shall not be required to meet the qualifications of a
Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be
deemed to be a Sub-Servicer under this Agreement.
(b) If
an
advancing facility is entered into, then the Servicer shall not be permitted
to
reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and
Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead
the
Servicer shall include such amounts in the applicable remittance to the Trust
Administrator made pursuant to Section 3.11(a). The Trust Administrator is
hereby authorized to pay to the Advancing Person, reimbursements for Advances
and Servicing Advances from the Distribution Account to the same extent the
Servicer would have been permitted to reimburse itself for such Advances and/or
Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii)
and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded
such
Advance or Servicing Advance. The Trust Administrator is hereby authorized
to
pay directly to the Advancing Person such portion of the Servicing Fee as the
parties to any advancing facility agree in writing.
(c) All
Advances and Servicing Advances made pursuant to the terms of this Agreement
shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
basis.
(d) 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 Trustee, the Trust
Administrator and the Servicer without the consent of any Certificateholder,
notwithstanding anything to the contrary in this Agreement.
| SECTION 3.28 |
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 Termination.
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 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 Distribution Account pursuant to Section
3A.11.
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.
|
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 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 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 in accordance with the provisions of
Article VII 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 (or such other successor master servicer), as applicable, in its good
faith business judgment, would require were it the owner of the Mortgage Loans.
The Master Servicer or the Trustee (or such other successor master servicer),
as
applicable, shall pay the costs of such enforcement at its own expense, provided
that the Master Servicer or the Trustee (or such other successor master
servicer), as applicable, shall not be required to prosecute or defend any
legal
action except to the extent that the Master Servicer or the Trustee (or such
other successor master servicer), 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 Termination
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 (or
other successor master servicer)) 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 after consultation with the
Depositor.
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 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 will be entitled to a portion of the Administration Fee and
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) late payment charges or
assumption, tax service, statement account or payoff, substitution,
satisfaction, release and other like fees and charges and (B) 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.
|
(a)
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.
(b)
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) or 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.
(c)
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) 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
pay
the Credit Risk Manager the Credit Risk Manager Fee;
(vii) to
make
distributions in accordance with Section 4.01;
(viii) to
pay
compensation to the Trust Administrator on each Distribution Date;
(ix) to
pay
any amounts in respect of taxes pursuant to Section 10.01(g);
(x) 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;
(xi) 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;
(xii) to
pay to
the Master Servicer, any interest or investment income earned on funds deposited
in the Distribution Account;
(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
FLOW
OF
FUNDS
| SECTION 4.01 |
Distributions.
|
(a) (I)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 disbursements and transfers 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 Senior 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;
(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 and the Class M-10 Certificates, in
that order, in an amount equal to the Monthly Interest Distributable Amount
for
each such Class.
(b) (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 Senior Certificates (allocated among the Senior 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 and the Class M-10 Certificates, in
that order, in each case, 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 Senior Certificates (allocated among the Senior Certificates
in
the priority described below), the Senior Principal Distribution Amount until
the Certificate Principal Balances thereof have been reduced to
zero;
(ii) to
the
Holders of the Class M-1 Certificates, the Class M-1 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(iii) to
the
Holders of the Class M-2 Certificates, the Class M-2 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(iv) to
the
Holders of the Class M-3 Certificates, the Class M-3 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(v) 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;
(vi) 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;
(vii) 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;
(viii) 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;
(ix) 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;
(x) 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;
and
(xi) 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.
With
respect to the Senior Certificates, all principal distributions will be
distributed sequentially, first, to the Holders of the Class A-1 Certificates,
until the Certificate Principal Balance of the Class A-1 Certificates has been
reduced to zero; second, to the Holders of the Class A-2 Certificates, until
the
Certificate Principal Balance of the Class A-2 Certificates has been reduced
to
zero; third, to
the
Holders of the Class A-3 Certificates until the Certificate Principal Balance
of
the Class A-3 Certificates has been reduced to zero
and
fourth, to the Holders of the Class A-4 Certificates until the Certificate
Principal Balance of the Class A-4 Certificates has been reduced to zero;
provided, however, on any Distribution Date on which the aggregate Certificate
Principal Balance of the Mezzanine Certificates and the Class C Certificates
has
been reduced to zero, all principal distributions will be distributed
concurrently, to the Holders of 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.
(c) 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 Interest Rate Swap Agreement, distributable to such Holders as part of
the
Principal Distribution Amount as described under Section 4.01(b)
above;
(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 and the Class M-10 Certificates, in
that order, first, up to the Unpaid Interest Shortfall Amount for each such
Class and second, up to the Allocated Realized Loss Amount for each such
Class;
(iii) to
the
Net WAC Rate Carryover Reserve Account, the aggregate of any Net WAC Rate
Carryover Amounts for the Floating Rate Certificates which exceed the amounts
received under the Basis Risk Cap Agreement, without taking into account
amounts, if any, received
by the Supplemental Interest Trust Trustee under the Interest Rate Swap
Agreement or the Cap Trustee under the Interest Rate Cap Agreement;
(iv) to
the
Swap Provider, any Swap Termination Payments resulting from a Swap Provider
Trigger Event;
(v) to
the
Holders of the Class C Certificates, (a) the Monthly Interest Distributable
Amount for such Distribution Date and (b) on any Distribution Date on which
the
Certificate Principal Balances of the Floating Rate Certificates have been
reduced to zero, any remaining amounts in reduction of the Certificate Principal
Balance of the Class C 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
Class R-4 Interest).
(d) On
each
Distribution Date, after making the distributions of the Available Funds as
set
forth above, the Trust Administrator shall withdraw from the Net WAC Rate
Carryover Reserve Account, to the extent of amounts remaining on deposit
therein, the aggregate of any Net WAC Rate Carryover Amounts for such
Distribution Date and distribute such amount in the following order of
priority:
(i) concurrently,
to each Class of Senior Certificates, the related Basis Risk Cap Amount, from
payments made under the Basis Risk Cap Agreement, in each case up to a maximum
amount equal to the related Net WAC Rate Carryover Amount for such Distribution
Date;
(ii) sequentially,
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, in that order, the
related Basis Risk Cap Amount, from payments made under the Basis Risk Cap
Agreement, in each case up to a maximum amount equal to the related Net WAC
Rate
Carryover Amount for such Distribution Date;
(iii) concurrently,
to each Class of Senior Certificates, the related Net WAC Rate Carryover Amount
remaining undistributed pursuant to clause (i) above, on a pro
rata
basis
based on such respective remaining Net WAC Rate Carryover Amounts;
and
(iv) sequentially,
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, in that order, the
related Net WAC Rate Carryover Amount remaining undistributed pursuant to clause
(ii) above.
(e) 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 Senior 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 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 and Class M-10 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, after taking into account distributions made
pursuant to Section 4.01(c)(i);
(vi) 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 and
Class
M-10 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 Senior 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;
(viii) 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 and Class
M-10
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
(ix) any
remaining amounts to the Holders of the Class C Certificates.
(f) 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:
(i) concurrently,
to each Class of Senior 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;
(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 and Class M-10 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;
(iii) 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, after taking into account distributions made
pursuant to Section 4.01(c)(i);
(iv) 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 and Class
M-10
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;
(v) concurrently,
to each Class of Senior 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;
(vi) 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 and Class
M-10
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.
(g) On
each
Distribution Date, all amounts representing Prepayment Charges in respect of
the
Mortgage Loans received during the related Prepayment Period and the Servicer
Prepayment Charge Payment Amounts paid by the Servicer during the related
Prepayment Period will be withdrawn from the Distribution Account and
distributed by the Trust Administrator to the Holders of the Class P
Certificates and shall not be available for distribution to the Holders of
any
other Class of Certificates. The payment of the foregoing amounts to the Holders
of the Class P Certificates shall not reduce the Certificate Principal Balances
thereof.
(h) The
Trust
Administrator shall make distributions in respect of a Distribution Date to
each
Certificateholder of record on the related Record Date (other than as provided
in Section 10.01 respecting the final distribution), in the case of
Certificateholders of the Regular Certificates, by check or money order mailed
to such Certificateholder at the address appearing in the Certificate Register,
or by wire transfer. Distributions among Certificateholders shall be made in
proportion to the Percentage Interests evidenced by the Certificates held by
such Certificateholders.
(i) Each
distribution with respect to a Book-Entry Certificate shall be paid to the
Depository, which shall credit 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. All such credits and disbursements
with respect to a Book-Entry Certificate are to be made by the Depository and
the Depository Participants in accordance with the provisions of the
Certificates. None of the Trustee, the Depositor or the Servicer shall have
any
responsibility therefor except as otherwise provided by applicable
law.
On
each
Distribution Date, following the foregoing distributions, an amount equal to
the
amount of Subsequent Recoveries deposited into the Collection Account pursuant
to Section 3.10 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 4.08. 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 4.08. Holders of such Certificates will not be entitled to any
distribution in respect of interest on the amount of such increases for any
Interest 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.
(i) It
is the
intention of all of the parties hereto that the Class C Certificates receive
all
principal and interest received by the Trust on the Mortgage Loans that is
not
otherwise distributable to any other Class of Regular Certificates or REMIC
Regular Interests and that the Residual Certificates are to receive no principal
and interest. If the Trust Administrator determines that the Residual
Certificates are entitled to any distributions, the Trust Administrator, prior
to any such distribution to any Residual Certificate, shall notify the Depositor
of such impending distribution but shall make such distribution in accordance
with the terms of this Agreement until this Agreement is amended as specified
in
the following sentence. Upon such notification, the Depositor will request
an
amendment to the Pooling and Servicing Agreement to revise such mistake in
the
distribution provisions. The Residual Certificate Holders, by acceptance of
their Certificates, and the Servicer(s), hereby agree to any such amendment
and
no further consent shall be necessary, notwithstanding anything to the contrary
in Section 11.01 of this Pooling and Servicing Agreement; provided, however,
that such amendment shall otherwise comply with Section 11.01
hereof.
| SECTION 4.02 |
[Reserved].
|
| SECTION 4.03 |
Statements.
|
(a) On
each
Distribution Date, based, as applicable, on information provided to the Trust
Administrator by the Master Servicer (which in turn shall be based, 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 Servicer and the Rating
Agencies, a statement as to the distributions made on such Distribution
Date:
(i) the
amount of the distribution made on such Distribution Date to the Holders of
each
Class of Regular Certificates, separately identified, allocable to principal
and
the amount of the distribution made 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
each
Class of Regular Certificates (other than the Class P Certificates) allocable
to
interest, separately identified;
(iii) the
Net
Monthly Excess Cashflow, the Overcollateralized Amount, the
Overcollateralization Release Amount, the Overcollateralization Deficiency
Amount and the Overcollateralization Target Amount as of such Distribution
Date
and the Excess Overcollateralized Amount for the Mortgage Pool for such
Distribution Date;
(iv) the
fees
and expenses of the Trust Fund accrued and paid on such Distribution Date and
to
whom such fees and expenses were paid;
(v) the
aggregate amount of Advances for the related Due Period (including the general
purpose of such Advances);
(vi) the
Pool
Balance at the Close of Business at the end of the related Due
Period;
(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 Determination Date and the number and aggregate Stated Principal Balance
of all Subsequent Mortgage Loans added during the Funding Period;
(viii) the
number and aggregate unpaid Stated Principal Balance of Mortgage Loans (not
including a Liquidated Mortgage Loan as of the end of the Prepayment Period)
that were (A) Delinquent (exclusive of Mortgage Loans in bankruptcy or
foreclosure and REO Properties) using the OTS Method (as described below) (1)
30
to 59 days, (2) 60 to 89 days and (3) 90 or more days, (B) as to which
foreclosure proceedings have been commenced and Delinquent (1) 30 to 59 days,
(2) 60 to 89 days and (3) 90 or more days, (C) in bankruptcy and Delinquent
(1)
30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, in each case as of
the
Close of Business on the last day of the calendar month preceding such
Distribution Date and (D) REO Properties, as well as the aggregate principal
balance of Mortgage Loans that were liquidated and the net proceeds resulting
therefrom;
(ix) the
total
number and cumulative Stated Principal Balance of all REO Properties as of
the
Close of Business of the last day of the calendar month preceding the related
Distribution Date;
(x) the
aggregate amount of Principal Prepayments made during the related Prepayment
Period, separately indicating Principal Prepayments in full and Principal
Prepayments in part;
(xi) 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;
(xii) the
aggregate amount of extraordinary Trust Fund expenses withdrawn from the
Collection Account or the Distribution Account for such Distribution
Date;
(xiii) the
Certificate Principal Balance of each Class of Floating Rate Certificates and
the Class C Certificates, before and after giving effect to the distributions
made on such Distribution Date;
(xiv) the
Monthly Interest Distributable Amount in respect of the Floating Rate
Certificates and the Class C Certificates for such Distribution Date and the
Unpaid Interest Shortfall Amount, if any, with respect to the Floating Rate
Certificates for such Distribution Date;
(xv) the
aggregate amount of any Prepayment Interest Shortfalls for such Distribution
Date, to the extent not covered by payments by the Servicer pursuant to Section
3.24;
(xvi) the
Credit Enhancement Percentage for such Distribution Date;
(xvii) the
Net
WAC Rate Carryover Amount for the Floating Rate Certificates, if any, for such
Distribution Date and the amount remaining unpaid after reimbursements therefor
on such Distribution Date;
(xviii) whether
the Stepdown Date or a Trigger Event has occurred, the Delinquency Percentage
for such Distribution Date and the Realized Loss Percentage for such
Distribution Date;
(xix) the
total
cashflows received and the general sources thereof (including amounts received
from the Supplemental Interest Trust Trustee under the Interest Rate Swap
Agreement, from the Cap Trustee under the Interest Rate Cap Agreement and under
the Basis Risk Cap Agreement);
(xx) the
respective Pass-Through Rates applicable to the Floating Rate Certificates
and
the Class C Certificates for such Distribution Date and the Pass-Through Rate
applicable to the Floating Rate Certificates for the immediately succeeding
Distribution Date;
(xxi) the
amount of any Net Swap Payments or Swap Termination Payments paid to the Swap
Provider;
(xxii) the
applicable Record Date, Accrual Period and any other applicable determination
dates for calculating distributions for such Distribution Date;
(xxiii) the
amount on deposit in the Pre-Funding Account and the Interest Coverage Account;
and
(xxiv) for
the
distribution occurring on the Distribution Date immediately following the end
of
the Funding Period, the balance on deposit in the Pre-Funding Account that
has
not been used to purchase Subsequent Mortgage Loans and that is being
distributed to the Class A Certificates as a mandatory distribution of
principal, if any, on 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) and (ii) above, the
amounts shall be expressed in a separate section of the report as a dollar
amount for each Class for each $1,000 original dollar amount as of the Cut-off
Date.
For
all
purposes of this Agreement, with respect to any Mortgage Loan, delinquencies
shall be determined by the Trust Administrator from information provided by
the
Servicer and reported by the Trust Administrator based on the OTS methodology
for determining delinquencies on mortgage loans similar to the Mortgage Loans.
By way of example, a Mortgage Loan would be delinquent with respect to a Monthly
Payment due on a Due Date if such Monthly Payment is not made by the close
of
business on the Mortgage Loan's next succeeding Due Date, and a Mortgage Loan
would be more than 30-days Delinquent with respect to such Monthly Payment
if
such Monthly Payment were not made by the close of business on the Mortgage
Loan’s second succeeding Due Date.
In
addition, on each Distribution Date, based, as applicable, on information
provided to the Trust Administrator by the Master Servicer (which in turn shall
be based, as applicable, on information provided to the Master Servicer by
the
Servicer), the Trust Administrator shall prepare and make available information,
separated for each Originator, regarding the performance of the Mortgage Loans,
including, but not limited to, information regarding delinquency, loss and
prepayment experience of the Mortgage Loans.
(b) Within
a
reasonable period of time after the end of each calendar year, the Trust
Administrator shall, upon written request, furnish to each Person who at any
time during the calendar year was a Certificateholder of a Regular Certificate,
if requested in writing by such Person, such information as is reasonably
necessary to provide to such Person a statement containing the information
set
forth in subclauses (i) and (ii) 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
prepared and furnished by the Trust Administrator to Certificateholders pursuant
to any requirements of the Code as are in force from time to time.
(c) On
each
Distribution Date, the Trust Administrator shall make available to the Residual
Certificateholders a copy of the reports forwarded to the Regular
Certificateholders in respect of such Distribution Date with such other
information as the Trust Administrator deems necessary or
appropriate.
(d) Within
a
reasonable period of time after the end of each calendar year, the Trust
Administrator shall deliver to each Person who at any time during the calendar
year was a Residual Certificateholder, if requested in writing by such Person,
such information as is reasonably necessary to provide to such Person a
statement containing the information provided pursuant to the previous paragraph
aggregated for such calendar year or applicable portion thereof during which
such Person was a Residual Certificateholder. Such obligation of the Trust
Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be prepared and furnished to
Certificateholders by the Trust Administrator pursuant to any requirements
of
the Code as from time to time in force.
| SECTION 4.04 |
Remittance
Reports; Advances.
|
(a) On
the
10th day of each calendar month (or, if such 10th day is not a Business Day,
then on the next succeeding Business Day), the Servicer shall furnish to the
Master Servicer a monthly remittance advice (which together with any
supplemental reports is known as the “Remittance Report”) in a format attached
as Exhibit R-2 or in any other format as mutually agreed to between the Servicer
and the Master Servicer, containing such information regarding the Mortgage
Loans as is needed by the Master Servicer to perform its duties as set forth
in
Section 4.01 and 4.02 hereof. Such Remittance Report will also include a
delinquency report substantially in the form set forth in Exhibit R-1 and a
realized loss report substantially in the form set forth in Exhibit R-3 (or
in
either case, such other format as mutually agreed to between the Servicer and
the Master Servicer). No later than 3 Business Days after the 13th day of each
calendar month, the Servicer shall furnish to the Master Servicer a monthly
report containing such information regarding prepayments in full on Mortgage
Loans during the applicable Prepayment Period in a format as mutually agreed
to
between the Servicer and the Master Servicer. The Master Servicer 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 4.04(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 second lien Mortgage Loan as described in clauses (ii) and (iii)
below or a 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, (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 and (iii) with respect to each
second lien Mortgage Loan, an amount equal to the interest portion of the
related Monthly Payment (net of the related Servicing Fee). 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 advance any Relief Act Interest Shortfalls or to cover
Prepayment Interest Shortfalls in excess of its obligations under Section
3.24.
On
or
before 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
4.04, 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. Servicing Advances, if any, to be made by the Servicer in respect
of
the Mortgage Loans and REO Properties for the related Distribution Date may
be
made either (i) from its own funds, (ii) from the Collection Account, to the
extent of funds held therein for future distribution (in which case, it shall
cause to be made an appropriate entry in the records of the 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 Servicing Advance)
or (iii) in the form of any combination of (i) and (ii) aggregating the total
amount of Servicing 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 or Servicing 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 and
Servicing 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 by telecopy by the
Close
of Business on any Servicer Remittance Date 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. The determination
by the Servicer that it has made a Nonrecoverable Advance or that any proposed
Advance or Servicing Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certification of a Servicing Officer delivered
to the Trust Administrator (whereupon, upon receipt of such certification,
the
Trust Administrator shall forward a copy of such certification to the Depositor,
the Trustee and the Credit Risk Manager). Notwithstanding the foregoing, if
following the application of Liquidation Proceeds on any Mortgage Loan that
was
the subject of a Final Recovery Determination, any Servicing Advance with
respect to such Mortgage Loan shall remain unreimbursed to the Servicer, then
without limiting the provisions of Section 3.11(a), a certification of a
Servicing Officer regarding such Nonrecoverable Servicing Advance shall not
be
required to be delivered by the Servicer to the Trust
Administrator.
(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 or (if the Master Servicer is the Servicer) the Trustee
(in
its respective 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 the Trustee’s (or other successor servicer’s) determination of
recoverability. The Master Servicer or the Trustee, as applicable (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
the Trustee, as applicable (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 4.05 |
Commission
Reporting.
|
(a) (i)
Using
best efforts, within 10 days after each Distribution Date, and no later than
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, on behalf of the Trust, with the Commission via
the
Electronic Data Gathering and Retrieval System (“XXXXX”), any Form 10-D required
by the Exchange Act, in form and substance as required by the Exchange Act,
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 T 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) For
so
long as the Trust is subject to the reporting requirements of the Exchange
Act,
within 5 calendar days after the related Distribution Date, (i) the parties
set
forth in Exhibit T shall be required to provide, pursuant to Section 4.05(a)(v)
below, to the Trust Administrator (by email at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
and by
facsimile at 410-715-2380) and the Depositor, to the extent known, 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 attached hereto as Exhibit P (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-D
Disclosure on Form 10-D. The Trust Administrator has no duty under this
Agreement to monitor or enforce the performance by the parties listed on Exhibit
T of their duties under this paragraph or proactively solicit or procure from
such 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 Section.
After
preparing the Form 10-D, the Trust Administrator shall, upon request, forward
electronically a copy of the Form 10-D to the Depositor for review, only to
the
extent that the Form 10-D contains Additional Form 10-D Disclosure. Within
two
Business Days after receipt of such copy, but no later than the 7th calendar
day
(on a best efforts basis, and in no event 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,
or if the Depositor does not request a copy of a Form 10-D, 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 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 4.05(a)(vi). Promptly (but no later than 1
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. The parties to this Agreement acknowledge
that
the performance by the Master Servicer and the Trust Administrator of its duties
under Sections 4.05(a)(i), (ii) and (v) related to the timely preparation and
filing of Form 10-D is contingent upon such parties strictly observing all
applicable deadlines in the performance of their duties under such Sections.
The
Depositor acknowledges that the performance by the Master Servicer and the
Trust
Administrator of its duties under this Section 4.05(a)(ii) related to the timely
preparation, execution and filing of Form 10-D is also contingent upon the
Servicer, the Custodians and any Sub-Servicer or Subcontractor strictly
observing deadlines no later than those set forth in this paragraph that are
applicable to the parties to this Agreement in the delivery to the Trust
Administrator of any necessary Additional Form 10-D Disclosure pursuant to
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-D and Form 10-K,
where
such failure results from the Trust Administrator’s inability or failure to
receive, on a timely basis, any information from any other party hereto or
any
Custodian, Sub-Servicer or Subcontractor needed to prepare, arrange for
execution or file such Form 10-D, not resulting from its own negligence, bad
faith or willful misconduct.
(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
T 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
Form 8-K Disclosure Information or any Form 8-K, except as set forth in the
next
paragraph.
For
so
long as the Trust is subject to the Exchange Act reporting requirements, no
later than the close of business (New York City Time) on the 2nd
Business
Day after the occurrence of a Reportable Event (i) the parties set forth in
Exhibit T shall be required pursuant to Section 4.05(a)(v) below to provide
to
the Trust Administrator and the Depositor, to the extent known, 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 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, upon request, forward
electronically a copy of the Form 8-K to the Depositor for review. 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, or
if
the Depositor does not request a copy of a Form 8-K, 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 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
4.05(a)(vi). Promptly (but no later than 1 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 it. The parties to this
Agreement acknowledge that the performance by the Master Servicer and the Trust
Administrator of its duties under this Section 4.05(a)(iii) related to the
timely preparation 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 4.05(a)(iii). The Depositor acknowledges that the performance
by the Master Servicer and the Trust Administrator of its duties under this
Section 4.05(a)(iii) related to the timely preparation, execution and filing
of
Form 10-D is also contingent upon the Servicer, the Custodians and any
Sub-Servicer or Subcontractor strictly observing deadlines no later than those
set forth in this paragraph that are applicable to the parties to this Agreement
in the delivery to the Trust Administrator of any necessary Form 8-K Disclosure
Information pursuant to 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
8-K, where such failure results from the Trust Administrator’s inability or
failure to receive, on a timely basis, any information from any other party
hereto or any Custodian, Sub-servicer or Subcontractor needed to prepare,
arrange for execution or file such Form 8-K, not resulting from its own
negligence, bad faith or willful misconduct.
(iv) (A)
On or
prior to 90 days 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 and the Custodial
Agreement, (i) an annual compliance statement for the Servicer, the Master
Servicer, the Trust Administrator and any Sub-Servicer, Subcontractor or other
Person engaged by such parties or the Trustee (together with the Custodian,
each
a “Reporting Servicer”), as described under Section 3.20 of this Agreement and
the Custodial 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 for each Reporting Servicer
pursuant to Regulation AB, (ii)(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 the Custodial Agreement, and (B) if
the
report on assessment of compliance with the 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 (iii) below that is not required to
be
filed with such Form 10-K pursuant to Regulation AB, (iii)(A) the registered
public accounting firm attestation report for each Reporting Servicer as
described under Section 3.21 of this Agreement and the Custodial Agreement,
and
(B) if any registered public accounting firm attestation report described under
Section 3.21 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 (iv) a Xxxxxxxx-Xxxxx Certification (“Xxxxxxxx-Xxxxx
Certification”) as described below. Any disclosure or information in addition to
(i) through (iv) 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 T
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.
No
later
than March 1st
(with a
10 calendar day cure period) of each year that the Trust is subject to the
Exchange Act reporting requirements, commencing in 2007, (i) the parties set
forth in Exhibit T shall be required to provide pursuant to Section 4.05(a)(v)
below to the Depositor and to the Trust Administrator (by email at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
and by
facsimile at 410-715-2380), to the extent known, 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 parties listed on Exhibit T of their duties under this
paragraph or proactively solicit or procure from such 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 Section.
After
preparing the Form 10-K, the Trust Administrator shall forward, upon request,
electronically a copy of the Form 10-K to the Depositor for review. 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, or if the Depositor
does not request a copy of a Form 10-K, 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 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 4.05(a)(vi). Promptly (but no later
than 1 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 it. The parties to this Agreement acknowledge that the performance
by the Master Servicer and the Trust Administrator of its duties under Section
4.05(a)(iv) and Section 4.05(a) (v) 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 such Sections,
Section 3.20 and Section 3.21. The Depositor acknowledges that the performance
by the Master Servicer and the Trust Administrator of its duties under this
Section 4.05(a)(iv) related to the timely preparation, execution and filing
of
Form 10-K is also contingent upon the Servicer, the Custodians and any
Sub-Servicer or Subcontractor strictly observing deadlines no later than those
set forth in this paragraph that are applicable to the parties to this 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 Custodial Agreement or any other
applicable agreement. Neither the Master Servicer nor the Trust Administrator
shall have any liability for any loss, expense, damage, 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 receive, on a timely basis, any information from any other party
hereto or any Custodian, Sub-servicer or Subcontractor needed to prepare,
arrange for execution or file such Form 10-K, not resulting from its own
negligence, bad faith or willful misconduct.
Each
Form
10-K shall include a certification (the “Xxxxxxxx-Xxxxx Certification”), exactly
as set forth in Exhibit N-1 attached hereto, required to be included therewith
pursuant to the Xxxxxxxx-Xxxxx Act. Each of the Servicer, the Master Servicer
and the Trust Administrator shall provide, and each such party and the Trustee
shall cause any Sub-servicer or Subcontractor engaged by it to provide, to
the
Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by
March 1 of each year in which the Trust is subject to the reporting requirements
of the Exchange Act, a certification (a “Back-Up Certification”), in the form
attached hereto as Exhibit N-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. A 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 that any such party or any Sub-servicer
or Subcontractor engaged by such party is terminated or resigns pursuant to
the
terms of this Agreement, or any other applicable agreement, as the case may
be,
such party shall provide a Back-Up Certification to the Certifying Person
pursuant to this Section 4.05(a)(iv) with respect to the period of time it
was
subject to this Agreement or any other applicable 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.
(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 receipt from the entity that is indicated in Exhibit T as the
responsible party for providing that information, if other than the Trust
Administrator, as and when required as described in Section 4.05(a)(ii) through
(iv) above. Each of the Master Servicer, the Servicer, the Trust Administrator
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 Swap Agreement to provide to the Trust
Administrator 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 or originator 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 by 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 notify electronically 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
succeeding 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 or Form
10-D
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 the Master Servicer and the Trust
Administrator of its duties under this Section 4.05(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, 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 receive, on a timely basis, any
information from any other party hereto or any custodian, sub-servicer or
subcontractor 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
4.05; 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 4.05 shall
not be reimbursable from the Trust Fund.
(b) (A)
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 4.05 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.
(B) 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 4.05 or the Depositor’s negligence, bad faith or willful misconduct
in connection therewith.
(C) 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 4.05 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.
(D) 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 Section 3.20, Section 3.21 or Section 4.05, including any failure
by the Servicer (or any Sub-Servicer or any Subcontractor engaged by the
Servicer), to provide any Back-Up Certification, annual statement of compliance,
annual assessment of compliance with Servicing Criteria or attestation report,
any information, data or materials required to be included in any Exchange
Act
report or any other information or material when and as required under Sections
3.20, 3.21 or 4.05, or the Servicer’s negligence, bad faith or willful
misconduct in connection therewith and (ii) any
material misstatement or omission contained in any information, disclosure,
report, certification, data, accountants’ letter or other material provided
under Sections 3.20, 3.21 and 4.05 to the Master Servicer or the Trust
Administrator by or on behalf of the Servicer or on behalf of any Sub-Servicer
or Subcontractor), including any material misstatement or material omission
in
(i) any Back-Up Certification, annual statement of compliance, annual assessment
of compliance with Servicing Criteria or attestation report delivered by the
Servicer, or by any Sub-Servicer or Subcontractor engaged by it, pursuant to
this Agreement, or (ii) any Additional Form 10-D Disclosure, Additional Form
10-K Disclosure or Form 8-K Disclosure Information provided by the
Servicer.
(E) The
Trustee (and in its capacity as Custodian) 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 Trustee under Section 3.21 or Section 4.05,
including any failure by the Trustee, to provide any annual assessment of
compliance or attestation report, any information, data or materials required
to
be included in any Exchange Act report or any other information or material
when
and as required under Sections 3.21 or 4.05, or the Trustee’s negligence, bad
faith or willful misconduct in connection therewith and (ii) any
material misstatement or omission contained in any information, disclosure,
report, certification, data, accountants’ letter or other material provided
under Sections 3.20, 3.21 and 4.05 to the Master Servicer or the Trust
Administrator by or on behalf of the Trustee,
including any material misstatement or material omission in (i) any annual
assessment of compliance or attestation report, or (ii) any Additional Form
10-D
Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information
provided by the Trustee.
(F) If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Depositor, the Master Servicer, the Trustee or the Trust
Administrator, as applicable, then the defaulting party, in connection with
a
breach of its respective obligations under this Section 4.05 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. This indemnification shall survive the
termination of this Agreement or the termination of any party to this
Agreement.
(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 4.05(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 4.05 may be amended without the
consent of the Certificateholders.
(e) Each
of
the parties agrees to provide to the Master Servicer and the Trust Administrator
such additional information related to such party as the Master Servicer and
the
Trust Administrator may reasonably request, including evidence of the
authorization of the person signing any certificate or statement, financial
information and reports, and such other information related to such party or
its
performance hereunder.
(f) Any
notice or notification required to be delivered by the Trust Administrator
or
Master Servicer to the Depositor pursuant to this 4.05, may be delivered via
facsimile to the legal department at (000) 000-0000, with a copy delivered
to
the operations group at facsimile (000) 000-0000.
| SECTION 4.06 |
Pre-Funding
Account.
|
(a) No
later
than the Closing Date, the Trust Administrator shall establish and maintain
a
segregated trust account that is an Eligible Account, which shall be titled
“Pre-Funding Account, Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust
for the registered Certificateholders of Soundview Home Loan Trust 2006-3,
Asset-Backed Certificates, Series 2006-3” (the “Pre-Funding Account”). The Trust
Administrator shall, promptly upon receipt, deposit in the Pre-Funding Account
and retain therein the Original Pre-Funded Amount remitted on the Closing Date
to the Trust Administrator by the Depositor. Funds deposited in the Pre-Funding
Account shall be held in trust by the Trust Administrator for the
Certificateholders for the uses and purposes set forth herein.
(b) The
Trust
Administrator will invest funds deposited in the Pre-Funding Accounts as
directed by the Depositor in Permitted Investments with a maturity date (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 or an Affiliate manages or advises
such investment, (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 or an Affiliate manages or advises such investment or (iii) within
one Business Day of the Trust Administrator’s receipt thereof. For federal
income tax purposes, the Depositor shall be the owner of the Pre-Funding Account
and shall report all items of income, deduction, gain or loss arising therefrom.
All income and gain realized from investment of funds deposited in the
Pre-Funding Account shall be transferred to the Depositor. The Depositor shall
deposit in the Pre-Funding Account the amount of any net loss incurred in
respect of any such Permitted Investment immediately upon realization of such
loss without any right of reimbursement therefor. At no time will the
Pre-Funding Account be an asset of any REMIC created hereunder.
(c) Amounts
on deposit in the Pre-Funding Account shall be withdrawn by the Trust
Administrator as follows:
(i) On
any
Subsequent Transfer Date, the Trust Administrator shall withdraw from the
Pre-Funding Account an amount equal to 100% of the Stated Principal Balances
of
the Subsequent Mortgage Loans transferred and assigned to the Trustee for
deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such
amount to or upon the order of the Depositor upon satisfaction of the conditions
set forth in Section 2.08 with respect to such transfer and
assignment;
(ii) If
the
amount on deposit in the Pre-Funding Account (exclusive of any investment income
therein) has not been reduced to $10,000 during the Funding Period, on the
day
immediately following the termination of the Funding Period, the Trust
Administrator shall deposit into the Distribution Account any amounts remaining
in the Pre-Funding Account (exclusive of any investment income therein) for
distribution in accordance with the terms hereof;
(iii) Pay
to
the Depositor any income and gain realized from the investment of funds in
the
Pre-Funding Account;
(iv) To
withdraw any amount not required to be deposited in the Pre-Funding Account
or
deposited therein in error; and
(v) To
clear
and terminate the Pre-Funding Account upon the earlier to occur of (A) the
Distribution Date immediately following the end of the Funding Period and (B)
the termination of this Agreement, with any amounts remaining on deposit therein
being paid to the Holders of the Certificates then entitled to distributions
in
respect of principal.
Withdrawals
pursuant to clauses (i), (ii) and (iii) shall be treated as contributions of
cash to REMIC 1 on the date of withdrawal
| SECTION 4.07 |
Interest
Coverage Accounts.
|
(a) If
amounts are required to be deposited in the Interest Coverage Account, no later
than the Closing Date, the Trust Administrator shall establish and maintain
a
segregated non-interest bearing trust account that is an Eligible Account,
which
shall be titled “Interest Coverage Account, Xxxxx Fargo Bank, N.A. as Trust
Administrator, in trust for the registered Certificateholders of Soundview
Home
Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3” (the “Interest
Coverage Account”). The Trust Administrator shall, promptly upon receipt,
deposit in the Interest Coverage Account and retain therein the Interest
Coverage Amount, remitted on the Closing Date to the Trust Administrator by
the
Depositor. Funds deposited in the Interest Coverage Account shall be held in
trust by the Trust Administrator for the Certificateholders for the uses and
purposes set forth herein.
(b) Amounts
on deposit in the Interest Coverage Account shall remain
uninvested.
(c) On
each
Distribution Date during the Funding Period and on the last day of the Funding
Period, the Trust Administrator shall withdraw from the Interest Coverage
Account and deposit in the Distribution Account an amount equal to 30 days’
interest on the excess, if any, of the Original Pre-Funded Amount, over the
aggregate Stated Principal Balance of related Subsequent Mortgage Loans that
both (i) had a Due Date during the Due Period relating to such Distribution
Date
and (ii) had a Subsequent Cut-off Date prior to the first day of the month
in
which such Distribution Date occurs, at a per annum rate equal to the weighted
average Pass-Through Rate of the Floating Rate Certificates for such
Distribution Date, with the Pass-Through Rate on the related Floating Rate
Certificates, solely for the purposes of the foregoing calculation, multiplied
by a fraction, the numerator of which is the actual number of days in the
Accrual Period for such Class for such Distribution Date, and the denominator
of
which is 30. Such withdrawal and deposit shall be treated as a contribution
of
cash by the Servicer to REMIC I. Immediately following any such withdrawal
and
deposit, and immediately following the conveyance of any Subsequent Mortgage
Loans to the Trust on any Subsequent Transfer Date, the Trust Administrator
shall withdraw from the Interest Coverage Account and remit to the Depositor
or
its designee an amount equal to the excess, if any, of the amount remaining
in
the Interest Coverage Account over the amount that would be required to be
withdrawn therefrom (assuming sufficient funds therein) pursuant to the second
preceding sentence on each subsequent Distribution Date, if any, that shall
occur during the Funding Period or that shall be the last day of the Funding
Period, if no Subsequent Mortgage Loans were acquired by the Trust Fund after
the end of the Prepayment Period relating to the current Distribution Date
(assuming that LIBOR remains constant at the level of LIBOR applicable to the
calculation of the Pass-Through Rate for the Floating Rate Certificates for
the
current Distribution Date).
(d) Upon
the
earlier of (i) the Distribution Date immediately following the end of the
Funding Period, (ii) the reduction of the aggregate Certificate Principal
Balance of the Floating Rate Certificates to zero or (iii) the termination
of
this Agreement in accordance with Section 10.01, any amount remaining on deposit
in the Interest Coverage Account after distributions pursuant to paragraph
(c)
above shall be withdrawn by the Trust Administrator and paid to the Depositor
or
its designee.
| SECTION 4.08 |
Distributions
on the REMIC Regular Interests.
|
(a) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts which shall be deemed to be distributed by REMIC 1 to
REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-1 Interest), as the case may be:
(1) to
the
Holders of REMIC 1 Regular Interest LT1, REMIC 1 Regular Interest LT1PF and
REMIC 1 Regular Interest LTP in an amount equal to (A) the Uncertificated
Accrued Interest for each REMIC 1 Regular Interest for such Distribution Date,
plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates;
(2) to
the
Holders of REMIC 1 Regular Interest LTP, (A) on each Distribution Date, 100%
of
the amount paid in respect of Prepayment Charges 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;
(3) to
the
Holders of REMIC 1 Regular Interest LT1 and REMIC 1 Regular Interest LT1PF,
in
an amount equal to the remainder of the Available Funds for such Distribution
Date after the distributions made pursuant to clause (1) and clause (2) above,
allocated as follows:
(A) first,
to
the Holders of REMIC 1 Regular Interest LT1, until the Uncertificated Principal
Balance of REMIC 1 Regular Interest LT1 is reduced to zero; then, to the Holders
of REMIC 1 Regular Interest LT1PF, until the Uncertificated Principal Balance
of
REMIC 1 Regular Interest LT1PF is reduced to zero; provided however, with
respect to the first two Distribution Dates, principal payments on the Initial
Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1 until the
Uncertificated Principal Balance of each such REMIC 1 Regular Interest has
been
reduced to zero, and all principal payments on the Subsequent Mortgage Loans
shall be allocated to REMIC 1 Regular Interest LT1PF until the Uncertificated
Principal Balance thereof has been reduced to zero; and
(B) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-1 Interest).
(b) On
each
Distribution Date, the Trust Administrator shall cause in the following order
of
priority, the following amounts which shall be deemed to be distributed by
REMIC
2 to REMIC 3 on account of the REMIC 2 Regular Interests or withdrawn from
the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-2 Interest), as the case may be:
(1) to
Holders of each of REMIC 2 Regular Interest I and REMIC 2 Regular Interest
I-1-A
through I-45-B, on a pro
rata
basis,
in an amount equal to (A) Uncertificated Accrued Interest for such REMIC 1
Regular Interests for such Distribution Date, plus (B) any amounts payable
in
respect thereof remaining unpaid from previous Distribution Dates;
(2) to
the
extent of amounts remaining after the distributions made pursuant to clause
(A)
above, payments of principal shall be allocated as follows: first, to REMIC
2
Regular interests I-1-A through I-45-B starting with the lowest numerical
denomination until the Uncertificated Principal Balance of each such REMIC
2
Regular Interest is reduced to zero, provided that, for REMIC 2 Regular
Interests with the same numerical denomination, such payments of principal
shall
be allocated pro rata between such REMIC 2 Regular Interests, and second, to
the
extent of the Overcollateralization Release Amounts, to REMIC 2 Regular Interest
I-45-B until the Uncertificated Principal Balance of such REMIC 2 Regular
Interest is reduced to zero; and
(3) to
the
Holders of REMIC 2 Regular Interest P, (A) on each Distribution Date, 100%
of
the amount paid in respect of Prepayment Charges 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.
(c) On
each
Distribution Date, the Trust Administrator shall cause in the following order
of
priority, the following amounts which shall be deemed to be distributed by
REMIC
3 to REMIC 4 on account of the REMIC 3 Regular Interests or withdrawn from
the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-3 Interest), as the case may be:
(1) first,
to
the Holders of REMIC 3 Regular Interest LTIO, in an amount equal to (A)
Uncertificated Accrued Interest for such REMIC 3 Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates;
(2) second,
to the extent of Available Funds, to Holders of REMIC 3 Regular Interest LTAA,
REMIC 3 Regular Interest LTA1, REMIC 3 Regular Interest LTA2, REMIC 3 Regular
Interest LTA3, REMIC 3 Regular Interest LTA4, REMIC 3 Regular Interest LTM1,
REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular
Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6,
REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular
Interest LTM9, REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest LTZZ
and
REMIC 3 Regular Interest LTP, on a pro
rata
basis,
in an amount equal to (A) the Uncertificated Accrued Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest
in respect of REMIC 3 Regular Interest LTZZ shall be reduced and deferred when
the REMIC 3 Overcollateralization Amount is less than the REMIC 3
Overcollateralization Target Amount, by the lesser of (x) the amount of such
difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount
and such amount will be payable to the Holders of REMIC 3 Regular Interest
LTA1,
REMIC 3 Regular Interest LTA2, REMIC 3 Regular Interest LTA3, REMIC 3 Regular
Interest LTA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2,
REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular
Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7,
REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9 and REMIC 3 Regular
Interest LTM10, in the same proportion as the Overcollateralization Deficiency
Amount is allocated to the Corresponding Certificates and the Uncertificated
Principal Balance of the REMIC 3 Regular Interest LTZZ shall be increased by
such amount; and
(3) third,
to
the Holders of REMIC 3 Regular Interests, in an amount equal to the remainder
of
the Available Funds for such Distribution Date after the distributions made
pursuant to clause (i) above, allocated as follows:
(a) 98.00%
of
such remainder to the Holders of REMIC 3 Regular Interest LTAA and REMIC 3
Regular Interest LTP, until the Uncertificated Principal Balance of such
Uncertificated REMIC 3 Regular Interest is reduced to zero; provided, however,
that REMIC 3 Regular Interest LTP shall not be reduced until the Distribution
Date immediately following the expiration of the latest Prepayment Charge as
identified on the Prepayment Charge Schedule or any Distribution Date
thereafter, at which point such amount shall be distributed to REMIC 3 Regular
Interest LTP, until $100 has been distributed pursuant to this
clause;
(b) 2.00%
of
such remainder first, to the Holders of REMIC 3 Regular Interest LTA1, REMIC
3
Regular Interest LTA2, REMIC 3 Regular Interest LTA3, REMIC 3 Regular Interest
LTA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3
Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest
LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3
Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest
LTM10, of and in the same proportion as principal payments are allocated to
the
Corresponding Certificates, until the Uncertificated Principal Balances of
such
REMIC 3 Regular Interests are reduced to zero, and second, to the Holders of
REMIC 3 Regular Interest LTZZ, until the Uncertificated Principal Balance of
such REMIC 3 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-3 Interest).
| SECTION 4.09 |
Allocation
of Realized Losses.
|
(a) All
Realized Losses on the Mortgage Loans allocated to any Regular Certificate
shall
be allocated by the Trust Administrator on each Distribution Date as follows:
first, to Net Monthly Excess Cashflow; second, to
Net
Swap
Payments received under the Interest Rate Swap Agreement; third, to amounts
received under the Interest Rate Cap Agreement; fourth, to the Class C
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; fifth, to the Class M-10 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; sixth, to the Class M-9 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;
seventh, to the Class M-8 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; eighth, to the Class M-7 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero; ninth,
to
the Class M-6 Certificates, until the Certificate Principal Balance thereof
has
been reduced to zero; tenth, to the Class M-5 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; eleventh, to
the
Class M-4 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; twelfth, to the Class M-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; thirteenth, to the Class
M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero and fourteenth, 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 C Certificates
shall be made first by reducing the amount otherwise payable in respect thereof
pursuant to Section 4.01(c)(v). No allocations of any Realized Losses shall
be
made to the Certificate Principal Balances of the Senior Certificates or the
Class P Certificates.
(b) All
Realized Losses on the Mortgage Loans shall be allocated by the Trust
Administrator on each Distribution Date to the REMIC 1 Regular Interest LT1
and
REMIC 1 Regular Interest LT1PF until the Uncertificated Principal Balance of
each such REMIC 1 Regular Interest has been reduced to zero; provided however,
with respect to the first two Distribution Dates, all Realized Losses on the
Initial Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1 until
the Uncertificated Principal Balance of such REMIC 1 Regular Interest has been
reduced to zero, and all Realized Losses on the Subsequent Mortgage Loans shall
be allocated to REMIC 1 Regular Interest LT1PF until the Uncertificated
Principal Balance thereof has been reduced to zero.
(c) With
respect to the REMIC 2 Regular Interests, all Realized Losses on the Mortgage
Loans shall be allocated by the Trust Administrator on each Distribution Date,
first to REMIC 2 Regular Interest I until the Uncertificated Principal Balance
has been reduced to zero, and second, to REMIC 2 Regular Interest I-1-A through
REMIC 2 Regular Interest I-45-B, starting with the lowest numerical denomination
until such REMIC 2 Regular Interest has been reduced to zero, provided that,
for
REMIC 2 Regular Interests with the same numerical denomination, such Realized
Losses shall be allocated pro
rata
between
such REMIC 2 Regular Interests.
(d) All
Realized Losses on the Mortgage Loans shall be deemed to have been allocated
in
the specified percentages, as follows: first, to Uncertificated Accrued Interest
payable to the REMIC 3 Regular Interest LTAA and REMIC 3 Regular Interest LTZZ
up to an aggregate amount equal to the REMIC 3 Interest Loss Allocation Amount,
98% and 2%, respectively; second, to the Uncertificated Principal Balances
of
REMIC 3 Regular Interest LTAA and REMIC 3 Regular Interest LTZZ up to an
aggregate amount equal to the REMIC 3 Principal Loss Allocation Amount, 98%
and
2%, respectively; third, to the Uncertificated Principal Balances of REMIC
3
Regular Interest LTAA, REMIC 3 Regular Interest LTM10 and REMIC 3 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 3 Regular Interest LTM10 has been reduced to zero; fourth,
to
the Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA, REMIC
3
Regular Interest LTM9 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 3 Regular
Interest LTM9 has been reduced to zero; fifth, to the Uncertificated Principal
Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM8 and
REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 3 Regular Interest LTM8 has been
reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC 3
Regular Interest LTAA, REMIC 3 Regular Interest LTM7 and REMIC 3 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 3 Regular Interest LTM7 has been reduced to zero; seventh,
to
the Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA, REMIC
3
Regular Interest LTM6 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 3 Regular
Interest LTM6 has been reduced to zero; eighth, to the Uncertificated Principal
Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM5 and
REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 3 Regular Interest LTM5 has been
reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC 3
Regular Interest LTAA, REMIC 3 Regular Interest LTM4 and REMIC 3 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 3 Regular Interest LTM4 has been reduced to zero; tenth, to
the
Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA, REMIC 3
Regular Interest LTM3 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 3 Regular
Interest LTM3 has been reduced to zero; eleventh, to the Uncertificated
Principal Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest
LTM2 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until
the
Uncertificated Principal Balance of REMIC 3 Regular Interest LTM2 has been
reduced to zero and twelfth,
to the Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA,
REMIC
3 Regular Interest LTM1 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 3 Regular
Interest LTM1 has been reduced to zero.
| SECTION 4.10 |
Swap
Account.
|
(a) On
the
Closing Date, there is hereby established a separate trust (the “Supplemental
Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap
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 a separate,
segregated trust account to be held in the Supplemental Interest Trust, titled,
“Swap
Account, Xxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee, in
trust for the registered Certificateholders of Soundview Home Loan Trust 2006-3,
Asset-Backed Certificates, Series 2006-3.”
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 Trust Administrator held
pursuant to this Agreement. Amounts therein shall be held
uninvested.
(b) Prior
to
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. For federal income tax purposes, any amounts paid to the Swap
Provider on each Distribution Date shall first be deemed paid to the Swap
Provider in respect of REMIC 7 Regular Interest SWAP IO to the extent of the
amount distributable on REMIC 7 Regular Interest SWAP IO on such Distribution
Date, and any remaining amount shall be deemed paid to the Swap Provider in
respect of a Class IO Distribution Amount (as defined below).
(c) 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 C Certificates unless and until
the date when either (a) there is more than one Class C Certificateholder or
(b)
any Class of Certificates in addition to the Class C 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 partnership, provided,
that Xxxxx Fargo shall not be required to prepare and file partnership tax
returns in respect of such partnership unless it receives additional reasonable
compensation (not to exceed $10,000 per year) for the preparation of such
filings, written notification recognizing the creation of a partnership
agreement or comparable documentation evidencing the partnership, if any. The
Supplemental Interest Trust will be an “outside reserve fund” within the meaning
of Treasury Regulation Section 1.860G-2(h).
(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 C, Class R and Class R-X Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class C Certificates.
Pursuant to each such notional principal contract, all Holders of Certificates
(other than the Class P, Class C, 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 C Certificates an aggregate amount equal to the excess, if any, of (i)
the
amount payable on such Distribution Date on the REMIC 3 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 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 C Certificates shall be treated as having
agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates
(other than the Class C, 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 C, 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
4 and
as having been paid by such Holders pursuant to the notional principal contract.
Thus, each Certificate (other than the Class P and Class R Certificates) shall
be treated as representing not only ownership of Regular Interests in REMIC
2,
but also ownership of an interest in, and obligations with respect to, a
notional principal contract.
(f) The
Trust
Administrator shall, at the direction of the Depositor, 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 the Depositor, appoint a replacement counterparty
to
enter into a replacement swap agreement. The Trust Administrator shall have
no
responsibility with regard to the selection of a replacement swap provider
or
the negotiation of a replacement swap agreement. Any Swap Termination Payment
received by the Trust Administrator 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.
(g) For
federal tax return and information reporting, the right of the Holders of the
Floating Rate Certificates to receive payments from the Supplemental Interest
Trust in respect of any Net WAC Cap Carry Forward Amounts may have more than
a
de
minimis
value.
| SECTION 4.11 |
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
For
federal income tax purposes, each holder of a Floating Rate 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 Floating Rate Certificates as follows: each Floating Rate Certificate
will be treated as receiving their entire payment from REMIC 4 (regardless
of
any Swap Termination Payment or obligation under the Interest Rate Swap
Agreement) and subsequently paying their portion of any Swap Termination Payment
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 Floating Rate Certificate.
The
REMIC
regular interest corresponding to a Floating Rate 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
Rate
computed for this purpose by limiting the Base Calculation Amount of the
Interest Rate Swap Agreement 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 Floating Rate Certificate may exceed the actual amount of
distributions on the Floating Rate Certificate.
| SECTION 4.12 |
Cap
Account.
|
(a) No
later
than the Closing Date, the Trust Administrator shall establish and maintain
with
itself, a separate, segregated trust account titled, “Cap Account, Xxxxx Fargo
Bank, N.A., as Cap Trustee, in trust for the registered Certificateholders
of
Soundview Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3.”
Such account shall be an Eligible Account and amounts therein shall be held
uninvested.
(b) On
each
Distribution Date, pursuant to the Cap Allocation Agreement, the Cap Trustee,
prior to any distribution to any Certificate, shall deposit into the Cap Account
amounts received pursuant to the Interest Rate Cap Agreement for distribution
in
accordance with Section 4.01(f) 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 C Certificates unless and until the date
when either (a) there is more than one Class C Certificateholder or (b) any
Class of Certificates in addition to the Class C 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 partnership. 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 C 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 C Certificate, each Class C 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.
For
federal income tax purposes, the right of the Floating Rate Certificates to
receive payments from the Cap Account may have more than a de
minimis
value.
ARTICLE
V
THE
CERTIFICATES
| SECTION 5.01 |
The
Certificates.
|
Each
of
the Floating Rate Certificates, the Class P Certificates, the Class C
Certificates and the Residual Certificates shall be substantially in the forms
annexed hereto as exhibits, and shall, on original issue, be executed,
authenticated and delivered by the Trust Administrator to or upon the order
of
the Depositor concurrently with the sale and assignment to the Trust
Administrator of the Trust Fund. The Floating Rate Certificates shall be
initially evidenced by one or more Certificates representing a Percentage
Interest with a minimum dollar denomination of $25,000 and integral dollar
multiples of $1.00 in excess thereof; provided, that the Floating Rate
Certificates must be purchased in minimum total investments of $100,000 per
Class and that one Certificate of each such Class of Certificates may be in
a
different denomination so that the sum of the denominations of all outstanding
Certificates of such Class shall equal the Certificate Principal Balance of
such
Class on the Closing Date. The Class C Certificates, the Class P Certificates
and the Residual Certificates are issuable in any Percentage Interests;
provided, however, that the sum of all such percentages for each such Class
totals 100% and no more than ten Certificates of each Class may be issued and
outstanding at any one time.
The
Certificates shall be executed on behalf of the Trust Administrator by manual
or
facsimile signature on behalf of the Trust Administrator by a Responsible
Officer. Certificates bearing the manual or facsimile signatures of individuals
who were, at the time when such signatures were affixed, authorized to sign
on
behalf of the Trust Administrator shall bind the Trust, notwithstanding that
such individuals or any of them have ceased to be so authorized prior to the
authentication and delivery of such Certificates or did not hold such offices
at
the date of such Certificate. No Certificate shall be entitled to any benefit
under this Agreement or be valid for any purpose, unless such Certificate shall
have been manually authenticated by the Trust Administrator substantially in
the
form provided for herein, and such authentication upon any Certificate 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. Subject to Section 5.02(c), the Floating Rate
Certificates shall be Book-Entry Certificates. The other Classes of Certificates
shall not be Book-Entry Certificates.
| SECTION 5.02 |
Registration
of Transfer and Exchange of
Certificates.
|
(a) The
Certificate Registrar shall cause to be kept at the Corporate Trust Office
a
Certificate Register in which, subject to such reasonable regulations as it
may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trust Administrator shall initially serve as Certificate Registrar for
the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided.
Upon
surrender for registration of transfer of any Certificate at any office or
agency of the Certificate Registrar maintained for such purpose pursuant to
the
foregoing paragraph which office shall initially be the offices of the Trust
Administrator’s agent located at Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxx 00000, Attention: Corporate Trust Services - Soundview Home Loan
Trust
2006-3, and, in the case of a Residual Certificate, upon satisfaction of the
conditions set forth below, the Trust Administrator on behalf of the Trust
shall
execute, authenticate and deliver, in the name of the designated transferee
or
transferees, one or more new Certificates of the same aggregate Percentage
Interest.
At
the
option of the Certificateholders, Certificates may be exchanged for other
Certificates in authorized denominations and the same aggregate Percentage
Interests, upon surrender of the Certificates to be exchanged at any such office
or agency. Whenever any Certificates are so surrendered for exchange, the Trust
Administrator shall execute on behalf of the Trust and authenticate and deliver
the Certificates which the Certificateholder making the exchange is entitled
to
receive. Every Certificate presented or surrendered for registration of transfer
or exchange shall (if so required by the Trust Administrator or the Certificate
Registrar) be duly endorsed by, or be accompanied by a written instrument of
transfer satisfactory to the Trust Administrator and the Certificate Registrar
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 four
separate certificates, each representing such holder’s respective Percentage
Interest in the Class R-1 Interest, the Class R-2 Interest, the Class R-3
Interest and the Class R-4 Interest 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-5 Interest, the Class R-6 Interest
and the Class R-7 Interest that was evidenced by the Class R-X Certificate
being
exchanged.
(b) Except
as
provided in paragraph (c) below, the Book-Entry Certificates shall at all times
remain registered in the name of the Depository or its nominee and at all times:
(i) registration of such Certificates may not be transferred by the Trust
Administrator except to another Depository; (ii) the Depository shall maintain
book-entry records with respect to the Certificate Owners and with respect
to
ownership and transfers of such Certificates; (iii) ownership and transfers
of
registration of such Certificates on the books of the Depository shall be
governed by applicable rules established by the Depository; (iv) the Depository
may collect its usual and customary fees, charges and expenses from its
Depository Participants; (v) The Trustee, the Trust Administrator, the Master
Servicer and the Depositor may for all purposes deal with the Depository as
representative of the Certificate Owners of the Certificates for purposes of
exercising the rights of Holders under this Agreement, and requests and
directions for and votes of such representative shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners;
(vi)
the Trust Administrator may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect to
indirect participating firms and Persons shown on the books of such indirect
participating firms as direct or indirect Certificate Owners; and (vii) the
direct participants of the Depository shall have no rights under this Agreement
under or with respect to any of the Certificates held on their behalf by the
Depository, and the Depository may be treated by the Trust Administrator and
its
agents, employees, officers and directors as the absolute owner of the
Certificates for all purposes whatsoever.
All
transfers by Certificate Owners of Book-Entry Certificates shall be made in
accordance with the procedures established by the Depository Participant or
brokerage firm representing such Certificate Owners. Each Depository Participant
shall only transfer Book-Entry Certificates of Certificate Owners that it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository’s normal procedures. The parties hereto are hereby authorized to
execute a Letter of Representations with the Depository or take such other
action as may be necessary or desirable to register a Book-Entry Certificate
to
the Depository. In the event of any conflict between the terms of any such
Letter of Representation and this Agreement, the terms of this Agreement shall
control.
(c) If
(i)(x)
the Depository or the Depositor advises the Trust Administrator in writing
that
the Depository is no longer willing or able to discharge properly its
responsibilities as Depository and (y) the Trustee or the Depositor is unable
to
locate a qualified successor or (ii) after the occurrence of a Servicer Event
of
Termination or a Master Servicer Event of Termination, the Certificate Owners
of
the Book-Entry Certificates representing Percentage Interests of such Classes
aggregating not less than 51% advise the Trust Administrator and Depository
through the Financial Intermediaries and the Depository Participants in writing
that the continuation of a book-entry system through the Depository to the
exclusion of definitive, fully registered certificates (the “Definitive
Certificates”) to Certificate Owners is no longer in the best interests of the
Certificate Owners. Upon surrender to the Certificate Registrar of the
Book-Entry Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Trust Administrator
shall
in the case of (i) and (ii) above, execute on behalf of the Trust and
authenticate the Definitive Certificates. None of the Depositor, the Master
Servicer, the Servicer, the Trustee or the Trust Administrator shall be liable
for any delay in delivery of such instructions and may conclusively rely on,
and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates, the Trustee, the Trust Administrator, the Certificate
Registrar, the Servicer, the Master Servicer, any Paying Agent and the Depositor
shall recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
(d) No
transfer, sale, pledge or other disposition of any Class M-10 Certificate,
Class
C Certificate, Class P Certificate or Residual Certificate (the “Private
Certificates”) shall be made unless such disposition is exempt from the
registration requirements of the Securities Act of 1933, as amended (the “1933
Act”), and any applicable state securities laws or is made in accordance with
the 1933 Act and laws. In the event of any such transfer (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 C, 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 Class C, 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), (x) unless such transfer is made
in
reliance upon Rule 144A (as evidenced by the investment letter delivered to
the
Trust Administrator, in substantially the form attached hereto as Exhibit J)
under the 1933 Act, the Trust Administrator and the Depositor shall require
a
written Opinion of Counsel (which may be in-house counsel) acceptable to and
in
form and substance reasonably satisfactory to the Trust Administrator and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act or is being
made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense
of the Trust Administrator or the Depositor or (y) the Trust Administrator
shall
require the transferor to execute a transferor certificate (in substantially
the
form attached hereto as Exhibit L) and the transferee to execute an investment
letter (in substantially the form attached hereto as Exhibit J) acceptable
to
and in form and substance reasonably satisfactory to the Depositor and the
Trust
Administrator certifying to the Depositor and the Trust Administrator the facts
surrounding such transfer, which investment letter shall not be an expense
of
the Trust Administrator or the Depositor. The Holder of a Private Certificate
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee, the Trust Administrator and the Depositor 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.
Notwithstanding
the foregoing, in the event of any such transfer of any Ownership Interest
in
any Private Certificate that is a Book-Entry Certificate, except with respect
to
the initial transfer of any such Ownership Interest by the Depositor, such
transfer shall be required to be made in reliance upon Rule 144A under the
1933
Act, and the transferor will be deemed to have made each of the transferor
representations and warranties set forth Exhibit L hereto in respect of such
interest as if it was evidenced by a Definitive Certificate and the transferee
will be deemed to have made each of the transferee representations and
warranties set forth Exhibit J hereto in respect of such interest as if it
was
evidenced by a Definitive Certificate. The Certificate Owner of any such
Ownership Interest in any such Book-Entry Certificate desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trust Administrator
and
the Depositor 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.
Notwithstanding
the foregoing, no certification or Opinion of Counsel described above in this
Section 5.02(d) will be required in connection with the transfer, on the Closing
Date, of any Residual Certificate by the Depositor to an “accredited investor”
within the meaning of Rule 501 of the 1933 Act.
No
transfer of a Class C Certificate, Class P Certificate or Residual Certificate
or any interest therein shall be made to any 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 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 M, 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 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 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 a certification
nor
an Opinion of Counsel will be required in connection with (i) the initial
transfer of any such Certificate by the Depositor to an Affiliate of the
Depositor, (ii) the transfer of any such Class C Certificate, Class P
Certificate or Residual Certificate to the issuer under the Indenture or the
indenture trustee under the Indenture or (iii) a transfer of any such Class
C
Certificate, Class P Certificate 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 Depositor or any Affiliate
thereof shall have deemed to have represented that such Affiliate 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 Depositor of the
status of such transferee as an affiliate of the Depositor.
For
so
long as the Supplemental Interest Trust is in existence, each beneficial owner
of a Floating Rate Certificate or any interest therein, shall be deemed to
have
represented, by virtue of its acquisition or holding of the Floating Rate
Certificate, or interest therein, that either (i) it is not a Plan or (ii)
(A)
it is an accredited investor within the meaning of Prohibited Transaction
Exemption (“PTE”) 90-59, 55 Fed. Reg. 36724 (September 6, 1990), as amended by
PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), PTE 2000-58, 65 Fed. Reg. 67765
(November 13, 2000) and PTE 2002-41, 67 Fed. Reg. 54487 (August 22, 2002) (the
“Exemption”) and (B) the acquisition and holding of such Certificate and the
separate right to receive payments from the Supplemental Interest Trust are
eligible for the exemptive relief available under Prohibited Transaction Class
Exemption (“PTCE”) 84-14, 91-38, 90-1, 95-60 or 96-23, in the case of a Floating
Rate Certificate (other than the Class M-10 Certificates) or PTCE 95-60, in
the
case of a Class M-10 Certificate.
Subsequent
to the termination of the Supplemental Interest Trust, each Transferee of a
Mezzanine Certificate will be deemed to have represented by virtue of its
purchase or holding of such Certificate (or interest therein) that either (a)
such Transferee is not a Plan or purchasing such Certificate with Plan Assets,
(b) in the case of a Mezzanine Certificate (other than a Class M-10
Certificate), 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 such Certificate must be rated,
at
the time of purchase, not lower than “BBB-” (or its equivalent) by a Rating
Agency or (c) the following conditions are satisfied: (i) such Transferee is
an
insurance company, (ii) the source of funds used to purchase or hold such
Certificate (or interest therein) is an “insurance company general account” (as
defined in U.S. Department of Labor Prohibited Transaction Class Exemption
(“PTCE”) 95-60, and (iii) the conditions set forth in Sections I and III of PTCE
95-60 have been satisfied.
If
any
Mezzanine Certificate or Private Certificate or any interest therein is acquired
or held in violation of the provisions of the two preceding 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 two preceding paragraphs shall indemnify and hold harmless the Depositor,
the Master Servicer, the Servicer, the Trust Administrator, the Trustee and
the
Trust from and against any and all liabilities, claims, costs or expenses
incurred by those parties as a result of that acquisition or
holding.
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
appointed the Depositor or its designee as its attorney-in-fact to negotiate
the
terms of any mandatory sale under clause (v) below and to execute all
instruments of transfer and to do all other things necessary in connection
with
any such sale, and the rights of each Person acquiring any Ownership Interest
in
a Residual Certificate are expressly subject to the following
provisions:
(i) 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.
(ii) No
Person
shall acquire an Ownership Interest in a Residual Certificate unless such
Ownership Interest is a pro
rata
undivided interest.
(iii) In
connection with any proposed transfer of any Ownership Interest in a Residual
Certificate, the Trust Administrator shall as a condition to registration of
the
transfer, require delivery to it, in form and substance satisfactory to it,
of
each of the following:
|
(A)
|
an
affidavit in the form of Exhibit K hereto from the proposed transferee
to
the effect that such transferee is a Permitted Transferee and 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 who is not a Permitted Transferee;
and
|
|
(B)
|
a
covenant of the proposed transferee to the effect that the proposed
transferee agrees to be bound by and to abide by the transfer restrictions
applicable to the Residual
Certificates.
|
(iv) Any
attempted or purported transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section shall be absolutely
null and void and shall vest no rights in the purported transferee. If any
purported transferee shall, in violation of the provisions of this Section,
become a Holder of a Residual Certificate, then the prior Holder of such
Residual Certificate that is a Permitted Transferee shall, upon discovery that
the registration of transfer of such Residual Certificate was not in fact
permitted by this Section, be restored to all rights as Holder thereof
retroactive to the date of registration of 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 or for making any distributions due on such Residual
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the Trust
Administrator received the documents specified in clause (iii). The Trust
Administrator shall be entitled to recover from any Holder of a Residual
Certificate that was in fact not a Permitted Transferee at the time such
distributions were made all distributions made on such Residual Certificate.
Any
such distributions so recovered by the Trust Administrator shall be distributed
and delivered by the Trust Administrator to the prior Holder of such Residual
Certificate that is a Permitted Transferee.
(v) If
any
Person other than a Permitted Transferee acquires any Ownership Interest in
a
Residual Certificate in violation of the restrictions in this Section, then
the
Trust Administrator shall have the right but not the obligation, without notice
to the Holder of such Residual Certificate or any other Person having an
Ownership Interest therein, to notify the Depositor to arrange for the sale
of
such Residual Certificate. The proceeds of such sale, net of commissions (which
may include commissions payable to the Depositor or its affiliates in connection
with such sale), expenses and taxes due, if any, will be remitted by the Trust
Administrator to the previous Holder of such Residual Certificate that is a
Permitted Transferee, except that in the event that the Trust Administrator
determines that the Holder of such Residual Certificate may be liable for any
amount due under this Section or any other provisions of this Agreement, the
Trust Administrator may withhold a corresponding amount from such remittance
as
security for such claim. The terms and conditions of any sale under this clause
(v) shall be determined in the sole discretion of the Trust Administrator and
it
shall not be liable to any Person having an Ownership Interest in a Residual
Certificate as a result of its exercise of such discretion.
(vi) If
any
Person other than a Permitted Transferee acquires any Ownership Interest in
a
Residual Certificate in violation of the restrictions in this Section, then
the
Trust Administrator upon receipt of reasonable compensation will provide to
the
Internal Revenue Service, and to the persons specified in Sections 860E(e)(3)
and (6) of the Code, information needed to compute the tax imposed under Section
860E(e)(5) of the Code on transfers of residual interests to disqualified
organizations.
The
foregoing provisions of this Section shall cease to apply to transfers occurring
on or after the date on which there shall have been delivered to the Trust
Administrator, in form and substance satisfactory to the Trust Administrator,
(i) written notification from each Rating Agency that the removal of the
restrictions on transfer set forth in this Section will not cause such Rating
Agency to downgrade its rating of the Certificates and (ii) an Opinion of
Counsel to the effect that such removal will not cause any REMIC created
hereunder to fail to qualify as a REMIC.
(e) No
service charge shall be made for any registration of transfer or exchange of
Certificates of any Class, but the Certificate Registrar 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.
All
Certificates surrendered for registration of transfer or exchange shall be
canceled by the Certificate Registrar and disposed of pursuant to its standard
procedures.
| SECTION 5.03 |
Mutilated,
Destroyed, Lost or Stolen
Certificates.
|
If
(i)
any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (ii) there is delivered to the Trustee,
the
Depositor and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Trustee Administrator, the Trustee or the Certificate Registrar that
such
Certificate has been acquired by a bona fide purchaser, the Trust Administrator
shall execute on behalf of the Trust, authenticate and deliver, in exchange
for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
new
Certificate of like tenor and Percentage Interest. Upon the issuance of any
new
Certificate under this Section, the Trust Administrator or the Certificate
Registrar 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 Trustee and the Certificate
Registrar) in connection therewith. Any duplicate Certificate issued pursuant
to
this Section, shall constitute complete and indefeasible evidence of ownership
in the Trust, 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
Servicer, the Depositor, the Master Servicer, the Trust Administrator, the
Trustee, the Certificate Registrar, any Paying Agent and any agent of the
Servicer, the Depositor, the Master Servicer, the Trust Administrator, the
Trustee, the Certificate Registrar or any Paying Agent may treat the Person,
including a Depository, 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 Trust Administrator, the Trustee, the Certificate
Registrar or any Paying Agent nor any agent of any of them shall be affected
by
notice to the contrary.
| SECTION 5.05 |
Appointment
of Paying Agent.
|
(a) The
Paying Agent shall make distributions to Certificateholders from the
Distribution Account pursuant to Section 4.01. The duties of the Paying Agent
may include the obligation (i) to withdraw funds from the Collection Account
pursuant to Section 3.11(a) and for the purpose of making the distributions
referred to above and (ii) to distribute statements and provide information
to
Certificateholders as required hereunder. The Paying Agent 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 and subject to supervision or examination by
federal or state authorities. The Paying Agent shall initially be the Trust
Administrator.
ARTICLE
VI
THE
MASTER SERVICER AND THE DEPOSITOR
| SECTION 6.01 |
Liability
of the Master Servicer, the Servicer and the
Depositor.
|
The
Master Servicer and the Servicer shall be liable in accordance herewith only
to
the extent of the obligations specifically imposed upon and undertaken by the
Master Servicer and Servicer herein. The Depositor shall be liable in accordance
herewith only to the extent of the obligations specifically imposed upon and
undertaken by the Depositor.
| SECTION 6.02 |
Merger
or Consolidation of, or Assumption of the Obligations of, the Master
Servicer or the Depositor.
|
Any
entity into which the Servicer, the Master Servicer or Depositor may be merged
or consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Servicer the Master Servicer or the Depositor shall
be a party, or any corporation succeeding to the business of the Servicer the
Master Servicer or the Depositor, shall be the successor of the Servicer the
Master Servicer or the Depositor, 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 Servicer shall satisfy all the requirements of
Section 7.02 with respect to the qualifications of a successor
Servicer.
| SECTION 6.03 |
Limitation
on Liability of the Servicer, the Master Servicer and
Others.
|
Neither
the Master Servicer, the Servicer or the Depositor nor any of the directors
or
officers or employees or agents of the Master Servicer, the Servicer or the
Depositor shall be under any liability to the Trust or the Certificateholders
for any action taken or for refraining from the taking of any action by the
Master Servicer, the Servicer or the Depositor in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Master Servicer, the Servicer, the Depositor or any such
Person against any liability which would otherwise be imposed by reason of
its
willful misfeasance, bad faith or negligence in the performance of duties of
the
Master Servicer, the Servicer or the Depositor, as the case may be, or by reason
of its reckless disregard of its obligations and duties of the Master Servicer,
the Servicer or the Depositor, as the case may be, hereunder; provided, further,
that this provision shall not be construed to entitle the Master Servicer and
the Servicer to indemnity in the event that amounts advanced by the Master
Servicer and the Servicer to retire any senior lien exceed Liquidation Proceeds
(in excess of related liquidation expenses) realized with respect to the related
Mortgage Loan. The Master Servicer and the Servicer and any director or officer
or employee or agent of the Master Servicer and the Servicer 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. The Master Servicer and
the
Servicer and the Depositor, and any director or officer or employee or agent
of
the Master Servicer and the Servicer or the Depositor, shall be indemnified
by
the Trust and held harmless against (i) any loss, liability or expense incurred
in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and any loss,
liability or expense incurred by reason of its 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 either Originator regarding the Mortgage Loans.
The Master Servicer, the Servicer or the Depositor may undertake any such action
which it may deem necessary or desirable in respect of this Agreement, and
the
rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the reasonable legal expenses
and
costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of the Trust and the Depositor, the Master Servicer,
or
the Servicer shall be entitled to be reimbursed therefor from the Collection
Account as and to the extent provided in Section 3.11, any such right of
reimbursement being prior to the rights of the Certificateholders to receive
any
amount in the Collection Account. The Master Servicer’s and the Servicer’s right
to indemnity or reimbursement pursuant to this Section shall survive any
resignation or termination of the Master Servicer and 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). This paragraph shall apply
to the Master Servicer and the Servicer solely in their capacity as Master
Servicer and Servicer hereunder and in no other capacities.
| SECTION 6.04 |
Limitation
on Resignation of the Servicer; Assignment of Master
Servicing.
|
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 and the Master Servicer. 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 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.
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
the
Servicer hereunder; provided, however, no Sub-Servicer shall be a third-party
beneficiary hereunder and the parties hereto shall not be required to recognize
any Subservicer as an indemnitee under this Agreement.
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 Trustee (as evidenced in a writing
signed by the Trustee); and (d) shall execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, 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 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 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 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 |
Delegation
of Duties.
|
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 results in the delegee
subservicing any Mortgage Loans.
| SECTION 6.07 |
[Reserved].
|
| SECTION 6.08 |
Inspection.
|
The
Servicer, in its capacity as Servicer, shall afford the Depositor, the Master
Servicer, the Trust Administrator and the Trustee, upon reasonable notice,
during normal business hours, access to all records maintained by the Servicer
in respect of its rights and obligations hereunder and access to officers of
the
Servicer responsible for such obligations.
| SECTION 6.09 |
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
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 6.10 |
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 and/or 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 and/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 and/or the Master Servicer pursuant to the Credit Risk Management
Agreement in the performance of its duties thereunder and
hereunder.
| SECTION 6.11 |
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 |
Master
Servicer Events of Termination and Servicer Events of
Termination.
|
(a) If
any
one of the following events (“Servicer Events of Termination”) shall occur and
be continuing:
(i) The
failure by the Servicer to make any Advance; or (B) any other failure by the
Servicer to deposit in the Collection Account or Distribution Account any
deposit required to be made under the terms of this Agreement which continues
unremedied for a period of one Business Day after the date upon which written
notice (which shall also be provided via facsimile at the number listed in
Section 11.05 of this Agreement) of such failure shall have been given to the
Servicer by the Trust Administrator or to the Servicer and the Trust
Administrator by any Holders of a Regular Certificate evidencing at least 25%
of
the Voting Rights; or
(ii) The
failure by the Servicer to make any required Servicing Advance which failure
continues unremedied for a period of 30 days, or the failure by the Servicer
duly to observe or perform, in any material respect, any other covenants,
obligations or agreements of the Servicer as set forth in this Agreement, which
failure continues unremedied for a period of 30 days, after the date (A) on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Servicer by the Trust Administrator or to the Trust
Administrator by any Holders of a Regular Certificate evidencing at least 25%
of
the Voting Rights or (B) of actual knowledge of such failure by a Servicing
Officer of the Servicer; or
(iii) The
entry
against the Servicer of a decree or order by a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a trustee,
conservator, receiver or liquidator in any insolvency, conservatorship,
receivership, readjustment of debt, marshalling 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 unstayed and in effect for a period
of 60 days; or
(iv) The
Servicer shall voluntarily go into liquidation, consent to the appointment
of a
conservator or receiver or liquidator or similar person in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Servicer or of or relating to all or
substantially all of its property; or a decree or order of a court or agency
or
supervisory authority having jurisdiction in the premises for the appointment
of
a conservator, receiver, liquidator or similar person in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, 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, unbonded or unstayed for a period of 60 days; or 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;
then,
and
in each and every such case, so long as a Servicer Event of Termination shall
not have been remedied within the applicable grace period, (x) with respect
solely to clause (i)(A) above, if such Advance is not made by 5:00 P.M., New
York time, on the Business Day immediately following the Servicer Remittance
Date (provided the Trust Administrator shall give the Servicer notice of such
failure to advance by 5:00 P.M. New York time on the Servicer Remittance Date),
the Trust Administrator shall terminate all of the rights and obligations of
the
Servicer under this Agreement, to the extent permitted by law, and in and to
the
Mortgage Loans and the proceeds thereof and the Master Servicer or the Trustee
(as
successor master servicer and servicer),
or a
successor servicer appointed in accordance with Section 7.02, shall make such
Advance in accordance with Section 4.04 and assume, pursuant to Section 7.02,
the duties of a successor Servicer and (y) in the case of (i)(B), (ii), (iii),
(iv) and (v) above, the Trust Administrator shall, at the direction of the
Holders of each Class of Regular Certificates evidencing Percentage Interests
aggregating not less than 51%, by notice then given in writing to the Servicer
(and to the Trust Administrator if given by Holders of Certificates), terminate
all of the rights and obligations of the Servicer as servicer under this
Agreement. Any such notice to the Servicer shall also be given to each Rating
Agency, the Depositor and the Servicer. On or after the receipt by the Servicer
(and by the Trustee if such notice is given by the Holders) of such written
notice, all authority and power of the Servicer under this Agreement, whether
with respect to the Certificates or the Mortgage Loans or otherwise, shall
pass
to and be vested in the Trustee pursuant to and under this Section; and, without
limitation, and the Master Servicer and the Trustee are hereby authorized and
empowered to execute and deliver, on behalf of the 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 of each Mortgage Loan and related documents or otherwise. The
Servicer agrees to cooperate with the Master Servicer and the Trustee (or the
applicable successor Servicer) in effecting the termination of the
responsibilities and rights of the Servicer hereunder, including, without
limitation, the delivery to the Master Servicer and the Trustee (as successor
master servicer and servicer) of all documents and records requested by it
to
enable it to assume the Servicer’s functions under this Agreement within ten
Business Days subsequent to such notice, the transfer within one Business Day
subsequent to such notice to the Trustee (or the applicable successor Servicer)
for the administration by it of all cash amounts that shall at the time be
held
by the Servicer and to be deposited by it in the Collection Account, the
Distribution Account, any REO Account or any Servicing Account or that have
been
deposited by the Servicer in such accounts or thereafter serviced by the
Servicer with respect to the Mortgage Loans or any REO Property received 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, Servicing
Advances, accrued Servicing Fees 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). All reasonable costs
and
expenses (including attorneys’ fees) incurred in connection with transferring
the Mortgage Files to the successor Servicer and amending this Agreement to
reflect such succession as Servicer pursuant to this Section shall be paid
by
the predecessor Servicer (or if the predecessor Servicer is the Trustee, the
initial Servicer) upon presentation of reasonable documentation of such costs
and expenses and to the extent not paid by the Servicer, by the Trust.
(b) “Master
Servicer Event of Termination,” wherever used herein, means any one of the
following events:
(1) 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
(2) 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 to the Master Servicer and the Trustee by the Holders of Certificates
evidencing not less than 25% of the Voting Rights; or
(3) 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
(4) 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
(5) 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
(6) 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 Termination with
respect to the Master Servicer shall not have been remedied, either the Trustee
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 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(as successor master servicer and servicer) pursuant to
this Section 7.01(b); and, without limitation, the Trustee (as successor
master servicer and servicer) 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 Termination described in clause
(v)
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 (as successor master servicer) 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 Termination described in clause (vi) of this Section 7.01(b). Any
such action taken by the Trustee or the Trust Administrator 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) Within
90
days of the time the Servicer (and the Trustee, if notice is sent by the
Holders) receives a notice of termination pursuant to Section 7.01 or 6.04,
the
Master Servicer or (if the Master Servicer is the Servicer) the Trustee (or
such
other successor Servicer as is approved in accordance with this Agreement)
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
shall be subject to all the responsibilities, duties and liabilities relating
thereto placed on the Servicer by the terms and provisions hereof arising on
and
after its succession. Notwithstanding the foregoing, the parties hereto agree
that the Master Servicer or the Trustee, in its capacity as successor Servicer,
immediately will assume all of the obligations of the Servicer to make advances.
Notwithstanding the foregoing, the Master Servicer or the Trustee, in its
capacity as successor Servicer, shall not be responsible for the lack of
information and/or documents that it cannot obtain through reasonable efforts.
As compensation therefor, the Master Servicer or the Trustee (or such other
successor Servicer) shall be entitled to such compensation as the Servicer
would
have been entitled to hereunder if no such notice of termination had been given.
Notwithstanding the above, (i) if the Master Servicer or the Trustee is
unwilling to act as successor Servicer or (ii) if the Master Servicer or the
Trustee is legally unable so to act, the Master Servicer or Trustee shall
appoint or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution, bank or other mortgage loan
or
home equity loan servicer having a net worth of not less than $50,000,000 as
the
successor to the Servicer hereunder in the assumption of all or any part of
the
responsibilities, duties or liabilities of the Servicer hereunder; provided,
that the appointment of any such successor Servicer will not result in the
qualification, reduction or withdrawal of the ratings assigned to the
Certificates by the Rating Agencies as evidenced by a letter to such effect
from
the Rating Agencies. Pending appointment of a successor to the Servicer
hereunder, the Master Servicer or the Trustee 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 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 reimburse the Master Servicer or Trustee
pursuant to Section 3.06), 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 and such successor
shall take such action, consistent with this Agreement, as shall be necessary
to
effectuate any such succession. All 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, the Master Servicer
or the Trustee (in which case the successor Servicer, the Master Servicer or
the
Trustee, as applicable, shall be entitled to reimbursement therefor from the
assets of the Trust).
(b) Any
successor to the Servicer, including the Master Servicer or the Trustee, 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) In
connection with the resignation, removal or expiration of the term of the
Servicer hereunder, or in connection with the resignation or removal of any
successor to the Servicer (or any other successor to the Servicer appointed
hereunder) acting as successor Servicer hereunder, either (i) the successor
Servicer, (or any other successor to the Servicer appointed hereunder) acting
as
successor Servicer hereunder, 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 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 paragraph.
| 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, and with respect to a successor to the Master
Servicer only, having a net worth of not less than $10,000,000, 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 Depositor shall obtain consent 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 (or, if the
Trustee is the predecessor master servicer, the Trust Fund) 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).
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 |
Waiver
of Defaults.
|
The
Majority Certificateholders may, on behalf of all Certificateholders, waive
any
events permitting removal of the Servicer as servicer pursuant to this Article
VII, provided, however, that the Majority Certificateholders may not waive
a
default in making a required distribution on a Certificate without the consent
of the Holder of such Certificate. Upon any waiver of a past default, such
default shall cease to exist and any or Master Servicer Event of Termination
arising therefrom shall be deemed to have been remedied for every purpose of
this Agreement. No such waiver shall extend to any subsequent or other default
or impair any right consequent thereto 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.
| SECTION 7.05 |
Notification
to Certificateholders.
|
(a) Upon
any
termination or appointment of a successor to the Servicer or the Master Servicer
pursuant to this Article VII or Section 6.04, the Trust Administrator, or in
the
event of the termination of the Master Servicer, the Trustee (or such other
trust administrator) shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register and each Rating Agency.
(b) No
later
than 60 days after the occurrence of any event which constitutes or which,
with
notice or a lapse of time or both, would constitute a Servicer Event of
Termination or a Master Servicer Event of Termination for five Business Days
after a Responsible Officer of the Trust Administrator (in the case of a
Servicer Event of Termination) or the Trustee (in the case of a Master Servicer
Event of Termination) 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 and all Certificateholders notice of such occurrence unless
such default, Servicer Event of Termination or Master Servicer Event of
Termination shall have been waived or cured.
| 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
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 Termination or Master Servicer Event of Termination and after the curing
of
all Servicer Events of Termination 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
Termination or Master Servicer Event of Termination 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.
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 Termination or Master Servicer Event
of
Termination, and after the curing of all such Servicer Events of Termination
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 Majority Certificateholders 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 charged with knowledge of any failure by the Servicer
to
comply with the obligations of the Servicer referred to in clauses (i) and
(ii)
of Section 7.01(a) or of the existence of any Servicer Event of Termination
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 Majority
Certificateholders.
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, pursuant
to
the provisions of this Agreement, unless such Certificateholders, 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;
(iv) 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 Termination
or
Master Servicer Event of Termination and after the curing of all Servicer Events
of Termination 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 Majority Certificateholder; 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. The reasonable expense of every such examination shall be paid
by
the Servicer or, if paid by the Trustee or the Trust Administrator, as
applicable, shall be reimbursed by the Servicer upon demand and, if not
reimbursed by the Servicer, shall be reimbursed by the Trust. Nothing in this
clause (v) shall derogate from the obligation of the Servicer to observe any
applicable law prohibiting disclosure of information regarding the
Mortgagors;
(vi) the
Trustee or the Trust Administrator shall not be accountable, shall have no
liability and make no representation as to any acts or omissions hereunder
of
the Servicer until such time as the Trustee may be required to act as Servicer
pursuant to Section 7.02 and thereupon only for the acts or omissions of the
Trustee as successor Servicer;
(vii) 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;
(viii) 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 the Trustee
shall not be answerable for other than its negligence or willful misconduct
in
the performance of such act;
(ix) neither
the Trustee nor the Trust Administrator shall be personally liable for any
loss
resulting from the investment of funds held in the Collection Account or the
REO
Account made at the direction of the Servicer pursuant to Section 3.12;
and
(x) the
Trustee or the Trust Administrator or its Affiliates are permitted to receive
compensation that could be deemed to be in the Trustee’s or the Trust
Administrator’s economic self-interest for (i) serving as investment adviser,
administrator, shareholder, servicing agent, custodian or sub-custodian with
respect to certain of the Permitted Investments, (ii) using Affiliates to effect
transactions in certain Permitted Investments and (iii) effecting transactions
in certain Permitted Investments. Such compensation shall not be considered
an
amount that is reimbursable or payable pursuant to Section 3.11.
In
order
to comply with laws, rules, regulations and executive orders in effect from
time
to time applicable to banking institutions, including those relating to the
funding of terrorist activities and money laundering (“Applicable Law”), the
Trustee is required to obtain, verify and record certain information relating
to
individuals and entities which maintain a business relationship with the
Trustee. Accordingly, each of the parties agrees to provide to the Trustee
upon
its request from time to time such identifying information and documentation
as
may be available for such party in order to enable the Trustee to comply with
Applicable Law.
| SECTION 8.03 |
Trustee
and Trust Administrator Not Liable for Certificates or Mortgage
Loans.
|
The
recitals contained herein and in the Certificates (other than, with respect
to
the Trust Administrator, the authentication of the Trust Administrator on the
Certificates) shall be taken as the statements of the Depositor, and neither
the
Trustee nor the Trust Administrator assumes responsibility for the correctness
of the same. Neither the Trustee nor the Trust Administrator makes any
representations as to the validity or sufficiency of this Agreement or of the
Certificates (other than, with respect to the Trust Administrator, the signature
and authentication of the Trust Administrator on the Certificates) or of any
Mortgage Loan or related document or MERS or the MERS® System other than, with
respect to the Trust Administrator, the Trust Administrator’s execution and
authentication of the Certificates. Neither the Trustee nor the Trust
Administrator shall be accountable for the use or application by the Servicer,
or for the use or application of any funds paid to the Servicer in respect
of
the Mortgage Loans or deposited in or withdrawn from the Collection Account
by
the Servicer. The Trustee and the Trust Administrator shall at no time have
any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Mortgage or any Mortgage Loan, or the perfection and
priority of any Mortgage or the maintenance of any such perfection and priority,
or for or with respect to the sufficiency of the Trust or its ability to
generate the payments to be distributed to Certificateholders under this
Agreement, including, without limitation: the existence, condition and ownership
of any Mortgaged Property; the existence and enforceability of any hazard
insurance thereon (other than if the Trustee shall assume the duties of the
Servicer pursuant to Section 7.02); the validity of the assignment of any
Mortgage Loan to the Trustee or of any intervening assignment; the completeness
of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
7.02); the compliance by the Depositor, the Originator, the Seller or the
Servicer with any warranty or representation made under this Agreement or in
any
related document or the accuracy of any such warranty or representation prior
to
the Trustee’s receipt of notice or other discovery of any non-compliance
therewith or any breach thereof; any investment of monies by or at the direction
of the Servicer or any loss resulting therefrom, it being understood that the
Trust Administrator shall remain responsible for any Trust property that it
may
hold in its individual capacity; the acts or omissions of any of the Servicer
(other than if the Trust Administrator shall assume the duties of the Servicer
pursuant to Section 7.02), any Sub-Servicer or any Mortgagor; any action of
the
Servicer (other than if the Trustee shall assume the duties of the Servicer
pursuant to Section 7.02), or any Sub-Servicer taken in the name of the Trust
Administrator; the failure of a Servicer or any Sub-Servicer to act or perform
any duties required of it as agent of the Trust Administrator hereunder; or
any
action by the Trust Administrator taken at the instruction of the Servicer
(other than if the Trustee shall assume the duties of the Servicer pursuant
to
Section 7.02); provided, however, that the foregoing shall not relieve the
Trustee of its obligation to perform its duties under this Agreement, including,
without limitation, the Trustee’s duty to review the Mortgage Files pursuant to
Section 2.01. Neither the Trust Administrator nor the Trustee shall have
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder (unless the Trustee shall
have
become the successor Servicer).
| SECTION 8.04 |
Trustee
and Trust Administrator May Own
Certificates.
|
The
Trustee and the Trust Administrator in its individual or any other capacity
may
become the owner or pledgee of Certificates with the same rights as it would
have if it were not Trustee or Trust Administrator may transact any banking
and
trust business with the Originator, the Servicer, the Depositor or their
Affiliates.
| SECTION 8.05 |
Trust
Administrator and Trustee Compensation and
Expenses.
|
(a) The
Trustee will be paid by the Master Servicer pursuant to a side letter between
each other.
(b) 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 Section 8.05(b) 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 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
or Removal of 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
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) 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 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
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, 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
Majority Certificateholders may at any time remove the Trustee or Trust
Administrator by written instrument or instruments delivered to the Servicer,
the Master Servicer, the Depositor, the Trust Administrator and the Trustee;
the
Depositor shall thereupon use its best efforts to appoint a successor trustee
in
accordance with this Section.
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 8.07 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.
|
Any
successor Trustee or Trust Administrator appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, 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, the Master
Servicer, the Servicer 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 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 of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust or
any
Mortgaged Property may at the time be located, the Depositor and the Trustee
acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-Trustee or co-Trustees, jointly with the Trustee, or separate trustee or
separate Trustees, of all or any part of the Trust, and to vest in such Person
or Persons, in such capacity and for the benefit of the Certificateholders,
such
title to the Trust, or any part thereof, and, subject to the other provisions
of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Servicer and the Trustee may consider necessary or desirable. Any such
co-trustee or separate trustee shall be subject to the written approval of
the
Servicer. If the Servicer shall not have joined in such appointment within
15
days after the receipt by it of a request so to do, or in the case a Servicer
Event of Termination shall have occurred and be continuing, 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, and no notice to Certificateholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 8.08. The Servicer shall be responsible for the fees of any co-trustee
or separate trustee appointed hereunder.
Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:
(i) 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 (it being understood that such
separate trustee or co-trustee is not authorized to act separately without
the
Trustee joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed (whether
as
Trustee hereunder or as successor to the 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
the Trust or any portion thereof in any such jurisdiction) shall be exercised
and performed singly by such separate trustee or co-Trustee, but solely at
the
direction of the Trustee;
(ii) no
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; and
(iii) the
Servicer and the Trustee, acting jointly, may at any time accept the resignation
of or remove any separate trustee or co-trustee except that following the
occurrence of a Servicer Event of Termination, the Trustee acting alone may
accept the resignation or remove any separate trustee or
co-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 trusts
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
Depositor and the Servicer.
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.
| SECTION 8.11 |
Limitation
of Liability.
|
The
Certificates are executed by the Trust Administrator, not in its individual
capacity but solely as Trust Administrator of the Trust, in the exercise of
the
powers and authority conferred and vested in it by this Agreement. Each of
the
undertakings and agreements made on the part of the Trust Administrator in
the
Certificates is made and intended not as a personal undertaking or agreement
by
the Trust Administrator but is made and intended for the purpose of binding
only
the Trust.
| SECTION 8.12 |
Trustee
May Enforce Claims Without Possession of
Certificates.
|
(a) All
rights of action and claims under this Agreement or the Certificates may be
prosecuted and enforced by the Trustee without the possession of any of the
Certificates or the production thereof in any proceeding relating thereto,
and
such proceeding instituted by the Trustee shall be brought in its own name
or in
its capacity as Trustee for the benefit of all Holders of such Certificates,
subject to the provisions of this Agreement. Any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursement and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Certificateholders in respect of which such judgment
has
been recovered.
(b) The
Trustee shall afford the Seller, the Depositor, the Servicer and each
Certificateholder upon reasonable prior notice during normal business hours,
access to all records maintained by the Trustee in respect of its duties
hereunder and access to officers of the Trustee responsible for performing
such
duties. Upon request, the Trustee shall furnish the Depositor, the Servicer
and
any requesting Certificateholder with its most recent financial statements.
The
Trustee shall cooperate fully with the Seller, the Servicer, the Depositor
and
such Certificateholder and shall make available to the Seller, the Servicer,
the
Depositor and such Certificateholder for review and copying such books,
documents or records as may be requested with respect to the Trustee’s duties
hereunder. The Seller, the Depositor, the Servicer and the Certificateholders
shall not have any responsibility or liability for any action or failure to
act
by the Trustee and are not obligated to supervise the performance of the Trustee
under this Agreement or otherwise.
| SECTION 8.13 |
Suits
for Enforcement.
|
In
case a
Servicer Event of Termination or other default by the Servicer or the Depositor
hereunder shall occur and be continuing, the Trustee, shall, at the direction
of
the Majority Certificateholders, or may, proceed to protect and enforce its
rights and the rights of the Certificateholders under this Agreement by a suit,
action or proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Agreement or in
aid
of the execution of any power granted in this Agreement or for the enforcement
of any other legal, equitable or other remedy, as the Trustee, being advised
by
counsel, and subject to the foregoing, shall deem most effectual to protect
and
enforce any of the rights of the Trustee and the
Certificateholders.
| SECTION 8.14 |
Waiver
of Bond Requirement.
|
The
Trustee shall be relieved of, and each Certificateholder hereby waives, any
requirement of any jurisdiction in which the Trust, or any part thereof, may
be
located that the Trustee post a bond or other surety with any court, agency
or
body whatsoever.
| SECTION 8.15 |
Waiver
of Inventory, Accounting and Appraisal
Requirement.
|
The
Trustee shall be relieved of, and each Certificateholder hereby waives, any
requirement of any jurisdiction in which the Trust, or any part thereof, may
be
located that the Trustee file any inventory, accounting or appraisal of the
Trust with any court, agency or body at any time or in any manner
whatsoever.
ARTICLE
IX
REMIC
ADMINISTRATION
| SECTION 9.01 |
REMIC
Administration.
|
(a) REMIC
elections as set forth in the Preliminary Statement shall be made by the Trustee
on Form 1066 or other appropriate federal tax or information return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. The regular interests and residual interest in each
REMIC shall be as designated in the Preliminary Statement.
(b) The
Closing Date is hereby designated as the “Startup Day” of each REMIC within the
meaning of section 860G(a)(9) of the Code.
(c) The
Trust
Administrator shall pay any and all expenses relating to any tax audit of any
REMIC (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. The Trust Administrator
shall be entitled to reimbursement of expenses incurred pursuant to this Section
9.01(c) to the extent provided in Section 8.05.
(d) The
Trust
Administrator shall prepare, sign and file, all of the REMICs’ federal and state
tax and information returns (including Form 8811) as the direct representative
each REMIC created hereunder. The expenses of preparing and filing such returns
shall be borne by the Trust Administrator.
(e) The
Holder of the Class R Certificate at any time holding the largest Percentage
Interest thereof shall be the “tax matters person” as defined in the REMIC
Provisions (the related “Tax Matters Person”) with respect to REMIC
1,
REMIC
2,
REMIC 3
and REMIC 4 and shall act as Tax Matters Person for each such REMIC. The Holder
of the Class R-X Certificate at any time holding the largest Percentage Interest
thereof shall be the Tax Matters Person with respect to REMIC 5,
REMIC
6
and
REMIC 7, and shall act as Tax Matters Person for each such REMIC. The Trust
Administrator, as agent for the Tax Matters Person, shall perform on behalf
of
each 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, if required by the Code, the REMIC
Provisions, or other such guidance, the Trust Administrator, as agent for the
Tax Matters Person, shall provide (i) to the Treasury or other governmental
authority such information as is necessary for the application of any tax
relating to the transfer of a Residual Certificate to any disqualified person
or
organization upon reasonable additional compensation and (ii) to the
Certificateholders such information or reports as are required by the Code
or
REMIC Provisions. The Trust Administrator, as agent for the Tax Matters Person,
shall represent each REMIC in any administrative or judicial proceedings
relating to an examination or audit by any governmental taxing authority,
request an administrative adjustment as to any taxable year of any REMIC, enter
into settlement agreements with any government taxing agency, extend any statute
of limitations relating to any item of any REMIC and otherwise act on behalf
of
any REMIC in relation to any tax matter involving the Trust.
(f) The
Trust
Administrator, the Master Servicer, the Servicer and the Holders of Certificates
shall take any action or cause any REMIC to take any action necessary to create
or maintain the status of each REMIC as a REMIC under the REMIC Provisions
and
shall assist each other as necessary to create or maintain such status. None
of
the Trustee, the Trust Administrator, the Servicer or the Holder of any Residual
Certificate shall take any action, cause any REMIC created hereunder 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 such REMIC as a REMIC or (ii) result in the imposition of a tax
upon such REMIC (including but not limited to the tax on prohibited transactions
as defined in Code Section 860F(a)(2) and the tax on prohibited contributions
set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC
Event”) unless the Trustee, the Trust Administrator and the Servicer have
received an Opinion of Counsel, (at the expense of the party seeking to take
such action) to the effect that the contemplated action will not endanger such
status or result in the imposition of such a tax. In addition, prior to taking
any action with respect to any REMIC created hereunder or the assets therein,
or
causing such REMIC to take any action, which is not expressly permitted under
the terms of this Agreement, any Holder of a Residual Certificate will consult
with the Trustee, the Trust Administrator and the Servicer, or their respective
designees, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to any REMIC, and no such Person
shall
take any such action or cause any REMIC to take any such action as to which
the
Trustee, the Trust Administrator or the Master Servicer has advised it in
writing that an Adverse REMIC Event could occur.
(g) Each
Holder of a Residual Certificate shall pay when due any and all taxes imposed
on
each REMIC created hereunder by federal or state governmental authorities.
To
the extent that such Trust taxes are not paid by a Residual Certificateholder,
the Trust Administrator shall pay any remaining REMIC taxes out of current
or
future amounts otherwise distributable to the Holder of the Residual Certificate
in the REMICs or, if no such amounts are available, out of other amounts held
in
the Distribution Account, and shall reduce amounts otherwise payable to Holders
of regular interests in the related REMIC. Subject to the foregoing, in the
event that a REMIC incurs a state or local tax, including franchise taxes,
as a
result of a determination that such REMIC is domiciled in the State of
California for state tax purposes by virtue of the location of the Servicer,
the
Servicer agrees to pay on behalf of such REMIC when due, any and all state
and
local taxes imposed as a result of such a determination, in the event that
the
Holder of the related Residual Certificate fails to pay such taxes, if any,
when
imposed.
(h) The
Trust
Administrator, as agent for the Tax Matters Person, shall, for federal income
tax purposes, maintain books and records with respect to each REMIC created
hereunder on a calendar year and on an accrual basis.
(i) No
additional contributions of assets shall be made to any REMIC created hereunder,
except as expressly provided in this Agreement with respect to eligible
substitute mortgage loans.
(j) None
of
the Trustee, the Trust Administrator, the Servicer or the Master Servicer shall
enter into any arrangement by which any REMIC created hereunder will receive
a
fee or other compensation for services.
(k) [Reserved].
(l) The
Trust
Administrator will apply for an Employee Identification Number from the Internal
Revenue Service via a Form SS-4 or other acceptable method for all tax entities
and shall complete the Form 8811.
| SECTION 9.02 |
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 a disposition pursuant to (i) the foreclosure of a Mortgage Loan,
(ii)
the bankruptcy of the Trust Fund, (iii) the termination of any REMIC created
hereunder pursuant to Article X of this Agreement, (iv) a substitution pursuant
to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant
to Article II of this Agreement, nor acquire any assets for any REMIC, nor
sell
or dispose of any investments in the Distribution Account for gain, nor accept
any contributions to either REMIC after the Closing Date, unless it has received
an Opinion of Counsel (at the expense of the party causing such sale,
disposition, or substitution) that such disposition, acquisition, substitution,
or acceptance will not (a) affect adversely the status of any REMIC created
hereunder as a REMIC or of the interests therein other than the Residual
Certificates as the regular interests therein, (b) affect the distribution
of
interest or principal on the Certificates, (c) result in the encumbrance of
the
assets transferred or assigned to the Trust Fund (except pursuant to the
provisions of this Agreement) or (d) cause any REMIC created hereunder to be
subject to a tax on prohibited transactions or prohibited contributions pursuant
to the REMIC Provisions.
| SECTION 9.03 |
Indemnification
with Respect to Certain Taxes and Loss of REMIC
Status.
|
(a) In
the
event that any 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 Servicer of its duties and obligations set forth herein,
the
Servicer shall indemnify the Trustee, the Master Servicer, the Servicer, the
Trust Administrator and the Trust Fund against any and all losses, claims,
damages, liabilities or expenses (“Losses”) resulting from such negligence;
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).
(b) In
the
event that any 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 Trust Administrator of its duties and obligations set forth
herein, the Trust Administrator shall indemnify the Trust Fund against any
and
all Losses resulting from such negligence; provided, however, that the Trust
Administrator shall not be liable for any such Losses attributable to the action
or inaction of 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
Trust Administrator 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 Trust Administrator 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 Trust Administrator 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
X
TERMINATION
| SECTION 10.01 |
Termination.
|
(a) The
respective obligations and responsibilities of the Servicer, the Depositor,
the
Master Servicer, the Trust Administrator and the Trustee created hereby (other
than the obligation of the Trust Administrator to make certain payments to
Certificateholders after the final Distribution Date and the obligation of
the
Servicer to send certain notices as hereinafter set forth) shall terminate
upon
notice to the Trust Administrator upon the earliest of (i) the Distribution
Date
on which the Certificate Principal Balances of the Regular Certificates have
been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust, (iii) the optional purchase by the Terminator of
the
Mortgage Loans as described below and (iv) the Distribution Date in November
2036. Notwithstanding the foregoing, in no event shall the trust created hereby
continue beyond 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. James’s, living on the date hereof.
The
Master Servicer, or if the Master Servicer fails to exercise such option the
Servicer, (in such capacity, the “Terminator”), may, at its option, terminate
this Agreement on any date on which the aggregate 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) on such date is equal to or less than 10% of the sum of (i) the
aggregate Stated Principal Balance of the Initial Mortgage Loans as of the
Cut-off Date and (ii) the Original Pre-Funded Amount, by purchasing, on the
next
succeeding Distribution Date, all of the outstanding Mortgage Loans and REO
Properties at a price equal to the greater of (i) 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 and (ii) fair market
value
of the Mortgage Loans and REO Properties (as determined and as agreed upon
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 the related
Certificateholders pursuant to Section 10.01(c) by (x) the Terminator, (y)
the
Holders of a majority in Percentage Interest in the Class C Certificates and
(z)
if the Floating Rate Certificates will not receive all amounts owed to it as
a
result of the termination, the Trust Administrator, provided that if this clause
(z) applies to such determination, such determination shall be based solely
upon
an appraisal obtained as provided in the last sentence of this paragraph),
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 Servicing Advances, Advances, any unpaid Servicing Fees
allocable to such Mortgage Loans and REO Properties and any accrued and unpaid
Net WAC Rate Carryover Amounts and any Swap Termination payment payable to
the
Swap Provider (the “Termination Price”); provided, however, such option may only
be exercised if the Termination Price is sufficient to result in the payment
of
all interest accrued on, as well as amounts necessary to retire the principal
balance of, each class of notes issued pursuant to the Indenture. If the
determination of the fair market value of the Mortgage Loans and REO Properties
shall be required to be made and agreed upon by the Terminator, the Holders
of a
majority in Percentage Interest in the Class C Certificates and the Trust
Administrator as provided in (ii) above, such determination shall be based
on an
appraisal of the value of the Mortgage Loans and REO Properties conducted by
an
independent appraiser mutually agreed upon by the Terminator, the Holders of
a
majority in Percentage Interest in the Class C Certificates and the Trust
Administrator in their reasonable discretion, and (A) such appraisal shall
be
obtained at no expense to the Trustee and (B) the Trust Administrator may
conclusively rely on, and shall be protected in relying on, such
appraisal.
By
acceptance of a Residual Certificate, the Holders of the Residual Certificates
agree, 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 C
Certificates.
Upon
a
termination pursuant to this Section 10.01, the Trustee shall assign to the
Terminator each of the representations and warranties made by the Originators
and the Seller pursuant to each of the Master Agreements and the Assignment
Agreements, without recourse, representation or warranty.
In
connection with any such purchase pursuant to this Section 10.01, the Terminator
shall deposit in the Distribution Account all amounts then on deposit in the
Collection Account, which deposit shall be deemed to have occurred immediately
preceding such purchase.
Any
such
purchase shall be accomplished by deposit into the Distribution Account on
the
Determination Date before such Distribution Date of the Termination
Price.
(b) Notice
of
any termination, specifying the Distribution Date (which shall be a date that
would otherwise be a Distribution Date) upon which the Certificateholders may
surrender their Certificates to the Trust Administrator for payment of the
final
distribution and cancellation, shall be given promptly by the Trust
Administrator upon the Trust Administrator receiving notice of such date from
the Terminator, by letter to the Certificateholders mailed not earlier than
the
15th
day and
not later than the 25th
day of
the month next preceding the month of such final distribution specifying (1)
the
Distribution Date upon which final distribution of the Certificates will be
made
upon presentation and surrender of such Certificates at the office or agency
of
the Trust Administrator therein designated, (2) the amount of any such final
distribution and (3) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distributions being made only upon
presentation and surrender of the Certificates at the office or agency of the
Trust Administrator therein specified.
(c) Upon
presentation and surrender of the Certificates, the Trust Administrator shall
cause to be distributed to the Holders of the Certificates on the Distribution
Date for such final distribution, in proportion to the Percentage Interests
of
their respective Class and to the extent that funds are available for such
purpose, an amount equal to the amount required to be distributed to such
Holders in accordance with the provisions of Section 4.01 for such Distribution
Date. By acceptance of the Residual Certificates, the Holders of the Residual
Certificates agree, in connection with any termination hereunder, to assign
and
transfer any amounts in excess of the par value of the Mortgage Loans, and
to
the extent received in respect of such termination, to pay any such amounts
to
the Holders of the Class C Certificates.
(d) In
the
event that all Certificateholders shall not surrender their Certificates for
final payment and cancellation on or before such final Distribution Date, the
Trust Administrator shall promptly following such date cause all funds in the
Distribution Account not distributed in final distribution to Certificateholders
to be withdrawn therefrom and credited to the remaining Certificateholders
by
depositing such funds in a separate Servicing Account for the benefit of such
Certificateholders, and the Servicer (if the Servicer has exercised its right
to
purchase the Mortgage Loans) or the Trust Administrator (in any other case)
shall give a second written notice to the remaining Certificateholders, to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within nine months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Residual
Certificateholders shall be entitled to all unclaimed funds and other assets
which remain subject hereto, and the Trust Administrator upon transfer of such
funds shall be discharged of any responsibility for such funds, and the
Certificateholders shall look to the Residual Certificateholders for
payment.
| SECTION 10.02 |
Additional
Termination Requirements.
|
(a) In
the
event that the Terminator exercises its purchase option as provided in Section
10.01, each REMIC shall be terminated in accordance with the following
additional requirements, unless the Trust Administrator shall have been
furnished with an Opinion of Counsel to the effect that the failure of the
Trust
to comply with the requirements of this Section will not (i) result in the
imposition of taxes on “prohibited transactions” of the Trust as defined in
Section 860F of the Code or (ii) cause any REMIC constituting part of the Trust
Fund to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) Within
90
days prior to the final Distribution Date, the Terminator shall adopt and the
Trust Administrator shall sign a plan of complete liquidation of each REMIC
created hereunder meeting the requirements of a “Qualified Liquidation” under
Section 860F of the Code and any regulations thereunder; and
(ii) At
or
after the time of adoption of such a plan of complete liquidation and at or
prior to the final Distribution Date, the Trust Administrator shall sell all
of
the assets of the Trust Fund to the Terminator for cash pursuant to the terms
of
the plan of complete liquidation.
(b) By
their
acceptance of Certificates, the Holders thereof hereby agree to appoint the
Trust Administrator as their attorney in fact to: (i) adopt such a plan of
complete liquidation (and the Certificateholders hereby appoint the Trust
Administrator as their attorney in fact to sign such plan) as appropriate and
(ii) to take such other action in connection therewith as may be reasonably
required to carry out such plan of complete liquidation all in accordance with
the terms hereof.
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; and without the
consent of the Certificateholders (i) to cure any ambiguity, (ii) to correct
or
supplement any provisions herein which may be defective or inconsistent with
any
other provisions herein 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 as evidenced by either (a) an Opinion of Counsel delivered to the
Servicer, the Master Servicer, the Trustee and the Trust Administrator or (b)
written notice to the Depositor, the Servicer the Master Servicer, the Trustee
and the Trust Administrator from each Rating Agency that such action will not
result in the reduction or withdrawal of the rating of any outstanding Class
of
Certificates with respect to which it is a Rating Agency, adversely affect
in
any material respect the interests of any Certificateholder. 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
or
Rating Agency confirmation shall be required to address the effect of any such
amendment on any such consenting Certificateholder.
In
addition, 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 Majority Certificateholders 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
the Holders of Certificates; provided, however, that no such amendment or waiver
shall (x) reduce in any manner the amount of, or delay the timing of, payments
on the Certificates or distributions which are required to be made on any
Certificate without the consent of the Holder of such Certificate, (y) adversely
affect in any material respect the interests of the Swap Provider or the Holders
of any Class of Certificates (as evidenced by either (i) an Opinion of Counsel
delivered to the Trustee or (ii) written notice to the Depositor, the Servicer
the Master Servicer and the Trustee from each Rating Agency that such action
will not result in the reduction or withdrawal of the rating of any outstanding
Class of Certificates with respect to which it is a Rating Agency) in a manner
other than as described in clause (x) above, without the consent of the Holders
of Certificates of such Class evidencing at least a 66% Percentage Interest
in
such Class, or (z) reduce the percentage of Voting Rights required by clause
(y)
above without the consent of the Holders of all Certificates of such Class
then
outstanding. Upon approval of an amendment, a copy of such amendment shall
be
sent to the Rating Agencies.
Notwithstanding
any provision of this Agreement to the contrary, the Trustee and the Trust
Administrator shall not consent to any amendment to this Agreement unless it
shall have first received an Opinion of Counsel, delivered by (and at the
expense of) the Person seeking such Amendment, to the effect that such amendment
will not result in the imposition of a tax on any REMIC created hereunder
constituting part of the Trust Fund pursuant to the REMIC Provisions or cause
any REMIC created hereunder constituting part of the Trust to fail to qualify
as
a REMIC at any time that any Certificates are outstanding and that the amendment
is being made in accordance with the terms hereof.
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 this Agreement that adversely affects in any respect
the rights and interests hereunder of the Swap Provider without the prior
written consent of the Swap Provider.
Promptly
after the execution of any such amendment the Trust Administrator shall furnish,
at the expense of the Person that requested the amendment if such Person is
the
Servicer (but in no event at the expense of the Trustee or the Trust
Administrator), otherwise at the expense of the Trust, a copy of such amendment
and the Opinion of Counsel referred to in the immediately preceding paragraph
to
the Servicer and each Rating Agency.
It
shall
not be necessary for the consent of Certificateholders under this Section 11.01
to approve the particular form of any proposed amendment; instead 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
Trustee and the Trust Administrator may, but neither shall be obligated to,
enter into any amendment pursuant to this Section 11.01 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 Trust, but only upon direction of the Certificateholders 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 together constitute but one and the same
instrument.
| SECTION 11.03 |
Limitation
on Rights of Certificateholders.
|
The
death
or incapacity of any Certificateholder shall not (i) operate to terminate this
Agreement or the Trust, (ii) 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, or (iii)
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
Except
as
expressly provided for herein, no Certificateholder shall have any right to
vote
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 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 whatever 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, which priority or preference is not otherwise provided
for herein, 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 11.03 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; Jurisdiction.
|
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. With respect to any claim arising
out
of this Agreement, each party irrevocably submits to the exclusive jurisdiction
of the courts of the State of New York and the United States District Court
located in the Borough of Manhattan in The City of New York, and each party
irrevocably waives any objection which it may have at any time to the laying
of
venue of any suit, action or proceeding arising out of or relating hereto
brought in any such courts, irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in any
inconvenient forum and further irrevocably waives the right to object, with
respect to such claim, suit, action or proceeding brought in any such court,
that such court does not have jurisdiction over such party, provided that
service of process has been made by any lawful means.
| SECTION 11.05 |
Notices.
|
All
directions, demands and notices hereunder 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, by facsimile or by express delivery service, to
(a)
in the case of the Servicer, 0 Xxxx Xxxxxx, Xxx Xxxxxx, XX 00000-0000,
Attention: Xxxx X. Xxxxx, MAC X 2302-033, (telecopy number: (000) 000-0000),
with a copy to General Counsel, 0 Xxxx Xxxxxx, Xxx Xxxxxx, XX 00000-0000, MAC
X
2401-06T, (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, (b) in the
case
of the Master Servicer or the Trust Administrator, Xxxxx Fargo Bank, N.A.,
X.X.
Xxx 00, Xxxxxxxx, Xxxxxxxx 00000, Attention: Soundview 2006-3 (telecopy number
(000) 000-0000), with a copy to Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx
Xxxx,
Xxxxxxxx, Xxxxxxxx 00000, Attention: Soundview 2006-3 (telecopy number (000)
000-0000), and for certificate transfer purposes, with a copy to Xxxxx Fargo
Bank, N.A., Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: Soundview 2006-3, or such other address or telecopy number as may
hereafter be furnished to the Servicer, the Trustee and the Depositor in writing
by the Master Servicer, (c) in the case of the Trustee, Deutsche Bank National
Trust Company, 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000-0000,
Attention: Trust Admin—GC06S3 (telecopy number: (000) 000-0000), or such other
address or telecopy number as may hereafter be furnished to the Depositor,
the
Servicer, 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 and the Depositor in writing by the Trustee, (d) in
the
case of the Credit Risk Manager, 0000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx,
Xxxxxxxx 00000, Attention: General Counsel, or such other address or telecopy
number as may hereafter be furnished to the Depositor, the Servicer, and the
Trustee and (e) in the case of the Depositor, Financial Asset Securities Corp.,
000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000, Attention: Legal, or such
other address or telecopy number as may hereafter be furnished to the Servicer,
the Master Servicer, the Trust Administrator and the Trustee in writing by
the
Depositor. Any notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Notice of the Servicer Event of
Termination shall be given by telecopy and by certified mail. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have duly been given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder shall also 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 for any reason whatsoever be 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 |
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 11.08 |
Notice
to the Rating Agencies.
|
(a) Each
of
the Trustee, the Trust Administrator, the Master Servicer and the Servicer
shall
be obligated to use its best reasonable efforts promptly to provide notice
to
the Rating Agencies with respect to each of the following of which a Responsible
Officer of the Trust Administrator, the Master Servicer or the Servicer, as
the
case may be, has actual knowledge:
(i) any
material change or amendment to this Agreement;
(ii) the
occurrence of any Servicer Event of Termination or Master Servicer Event of
Termination that has not been cured or waived;
(iii) the
resignation or termination of Master Servicer, the Trust Administrator or the
Trustee;
(iv) the
final
payment to Holders of the Certificates of any Class;
(v) any
change in the location of any Account; and
(vi) if
the
Trustee is acting as successor Servicer pursuant to Section 7.02 hereof, any
event that would result in the inability of the Trustee to make
Advances.
(b) In
addition, the Trust Administrator shall promptly make available to each Rating
Agency copies of each Statement to Certificateholders described in Section
4.03
hereof and copies of the following:
(i) each
annual statement as to compliance described in Section 3.20 hereof;
(ii) each
Attestation Report described in Section 3.21 hereof; and
(iii) each
notice delivered pursuant to Section 7.01(a) hereof which relates to the fact
that the Servicer has not made an Advance.
Any
such
notice pursuant to this Section 11.08 shall be in writing and shall be deemed
to
have been duly given if personally delivered or mailed by first class mail,
postage prepaid, or by express delivery service to (i) Xxxxx’x Investors
Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and (ii) Standard
& Poor’s Rating Services, a division of The XxXxxx-Xxxx Companies, Inc., 00
Xxxxx Xxxxxx, 00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Residential Mortgage Surveillance
Group.
| SECTION 11.09 |
Further
Assurances.
|
Notwithstanding
any other provision of this Agreement, neither the Regular Certificateholders
nor the Trustee shall have any obligation to consent to any amendment or
modification of this Agreement unless they have been provided reasonable
security or indemnity against their out-of-pocket expenses (including reasonable
attorneys’ fees) to be incurred in connection therewith.
| SECTION 11.10 |
Benefits
of Agreement.
|
Each
of
the Swap Provider and the Cap Provider shall be an express third party
beneficiary of this Agreement as if a party hereto to the extent of Swap
Provider's and Cap Provider's rights, respectively, as are explicitly specified
herein.
Other
than as set forth above, nothing in this Agreement or in the Certificates,
expressed or implied, shall give to any Person, other than the
Certificateholders and the parties hereto and their successors hereunder, any
benefit or any legal or equitable right, remedy or claim under this
Agreement.
| SECTION 11.11 |
Acts
of Certificateholders.
|
(a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Agreement to be given or taken by the Certificateholders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Certificateholders in person or by agent duly
appointed in writing, and such action shall become effective when such
instrument or instruments are delivered to the Trustee and the Servicer. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “act” of the Certificateholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any
purpose of this Agreement and conclusive in favor of the Trustee and the Trust,
if made in the manner provided in this Section 11.11.
(b) The
fact
and date of the execution by any Person of any such instrument or writing may
be
proved by the affidavit of a witness of such execution or by the certificate
of
a notary public or other officer authorized by law to take acknowledgments
of
deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Whenever such execution is by a
signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.
(c) Any
request, demand, authorization, direction, notice, consent, waiver or other
action by any Certificateholder shall bind every future Holder of such
Certificate and the Holder of every Certificate issued upon the registration
of
transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, omitted or suffered to be done by the Trustee or the Trust in
reliance thereon, whether or not notation of such action is made upon such
Certificate.
| SECTION 11.12 |
Intention
of the Parties and Interpretation.
|
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
and 4.05 of this Agreement is to facilitate compliance by
the Depositor with the provisions of Regulation AB promulgated by the SEC
under the 1934 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 SEC from time to time. Therefore, each of the parties
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 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, 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.
|
FINANCIAL
ASSET SECURITIES CORP.,
as
Depositor
|
|||||||||||||
|
By:
|
/s/
Xxx Xxxxxxxxxx
|
||||||||||||
|
Name:
|
Xxx
Xxxxxxxxxx
|
||||||||||||
|
Title:
|
Vice
President
|
||||||||||||
|
XXXXX
FARGO BANK, N.A., as Servicer
|
|||||||||||||
|
By:
|
/s/
Xxxxxx XxXxxxxx
|
||||||||||||
|
Name:
|
Xxxxxx
XxXxxxxx
|
||||||||||||
|
Title:
|
Vice
President
|
||||||||||||
|
XXXXX
FARGO BANK, N.A., as Master Servicer and Trust
Administrator
|
|||||||||||||
|
By:
|
/s/
Xxxxxx Xxxxxxx
|
||||||||||||
|
Name:
|
Xxxxxx
Xxxxxxx
|
||||||||||||
|
Title:
|
Assistant
Vice President
|
||||||||||||
|
DEUTSCHE
BANK NATIONAL TRUST
COMPANY,
as Trustee
|
|||||||||||||
|
By:
|
/s/
Xxxxxxx Xxxxx
|
||||||||||||
|
Name:
|
Xxxxxxx
Xxxxx
|
||||||||||||
|
Title:
|
Vice
President
|
||||||||||||
|
By:
|
/s/
Xxxxxxxx Xxxxxxxxxxx
|
||||||||||||
|
Name:
|
Xxxxxxxx
Xxxxxxxxxxx
|
||||||||||||
|
Title:
|
Associate
|
||||||||||||
For
purposes of Sections 6.09, 6.10 and 6.11:
XXXXXXX
FIXED INCOME SERVICES INC.
|
By:
/s/
Xxxxx X. Xxxxxxx
|
|
|
Name:
Xxxxx X. Xxxxxxx
|
|
|
Title:
President and General Counsel
|
|
|
STATE
OF CONNECTICUT
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF FAIRFIELD
|
)
|
On
the
_____ day of August
2006
before me, a notary public in and for said State, personally appeared
_________________________ known to me to be _______________________ of Financial
Asset Securities Corp., a Delaware corporation 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
|
|
STATE
OF_____________
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF___________
|
)
|
On
the
_____ day of, August 2006 before me, a notary public in and for said State,
personally appeared ____________________________ known to me to be a
___________________________ of Xxxxx Fargo Bank, N.A., a limited partnership
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
|
|
STATE
OF
|
) |
ss.:
|
||
|
COUNTY
OF ORANGE
|
) | |||
On
the
____ day of August 2006 before me, a notary public in and for said State,
personally appeared _________________________, known to me to be a(n)
_______________________ and _________________________, known to me to be a(n)
_______________________of Deutsche Bank National Trust Company, a corporation
that executed the within instrument, and also known to me to be the person
who
executed it on behalf of said association, 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
|
EXHIBIT
A-1
FORM
OF
CLASS A-1 CERTIFICATES
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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
August
1, 2006
|
|
First
Distribution Date
|
:
|
September
25, 2006
|
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$357,437,000.00
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$357,437,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612H
AA 6
|
|
Class
|
:
|
A-1
|
|
Assumed
Maturity Date
|
:
|
November
2036
|
Asset-Backed
Certificates,
Series
2006-3
CLASS
A-1
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class A-1 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class A-1 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class A-1 Certificate (obtained by dividing the Denomination
of this Class A-1 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of August 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A. as master servicer, servicer and trust administrator
(the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class A-1 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class A-1 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
Reference
is hereby made to the further provisions of this Class A-1 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class A-1 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-3
|
||
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N.A.,
as
Trust Administrator
|
|||
[Reverse
of Class A-1Certificate]
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable 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 Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified 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 therefor 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
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar 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 and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
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,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, 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 Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in November 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
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-2
FORM
OF
CLASS A-2 CERTIFICATES
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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
August
1, 2006
|
|
First
Distribution Date
|
:
|
September
25, 2006
|
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$146,888,000.00
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$146,888,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612H
AB 4
|
|
Class
|
:
|
A-2
|
|
Assumed
Maturity Date
|
:
|
November
2036
|
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
A-2
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class A-2 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class A-2 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class A-2 Certificate (obtained by dividing the Denomination
of this Class A-2 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of August 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A. as master servicer, servicer and trust administrator
(the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class A-2 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class A-2 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
Reference
is hereby made to the further provisions of this Class A-2 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class A-2 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-3
|
||
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N.A.,
as
Trust Administrator
|
|||
[Reverse
of Class A-2Certificate]
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable 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 Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified 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 therefor 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
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar 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 and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
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,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, 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 Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in November 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
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 CERTIFICATES
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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
August
1, 2006
|
|
First
Distribution Date
|
:
|
September
25, 2006
|
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$235,087,000.00
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$235,087,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612H
AC 2
|
|
Class
|
:
|
A-3
|
|
Assumed
Maturity Date
|
:
|
November
2036
|
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
A-3
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class A-3 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class A-3 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class A-3 Certificate (obtained by dividing the Denomination
of this Class A-3 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of August 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A. as master servicer, servicer and trust administrator
(the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class A-3 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class A-3 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
Reference
is hereby made to the further provisions of this Class A-3 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class A-3 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-3
|
||
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N.A.,
as
Trust Administrator
|
|||
[Reverse
of Class A-3Certificate]
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable 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 Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified 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 therefor 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
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar 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 and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
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,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, 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 Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in November 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trust Administrator to issue a new Certificate
of
a like denomination and Class, to the above named assignee and
deliver
such Certificate to the following address:______
|
Dated:_________________
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-4
FORM
OF
CLASS A-4 CERTIFICATES
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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
August
1, 2006
|
|
First
Distribution Date
|
:
|
September
25, 2006
|
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$69,177,000.00
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$69,177,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612H
AD 0
|
|
Class
|
:
|
A-4
|
|
Assumed
Maturity Date
|
:
|
November
2036
|
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
A-4
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class A-4 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class A-4 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class A-4 Certificate (obtained by dividing the Denomination
of this Class A-4 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of August 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A. as master servicer, servicer and trust administrator
(the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class A-4 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class A-4 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
Reference
is hereby made to the further provisions of this Class A-4 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class A-4 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-3
|
||
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N.A.,
as
Trust Administrator
|
|||
[Reverse
of Class A-4 Certificate]
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable 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 Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified 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 therefor 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
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar 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 and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
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,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, 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 Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in November 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
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-5
FORM
OF
CLASS M-1 CERTIFICATES
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.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES TO THE EXTENT DESCRIBED
IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED 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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
August
1, 2006
|
|
First
Distribution Date
|
:
|
September
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$43,055,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$43,055,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612H
AE 8
|
|
Class
|
:
|
M-1
|
|
Assumed
Maturity Date
|
:
|
November
2036
|
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-1
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-1 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-1 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-1 Certificate (obtained by dividing the Denomination
of this Class M-1 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of August 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A. as master servicer, servicer and trust administrator
(the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-1 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-1 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
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(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-1 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-1 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-3
|
||
|
XXXXX
FARGO BANK. N.A., not in its individual capacity, but solely as
Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N.A.,
as
Trust Administrator
|
|||
[Reverse
of Class M-1 Certificate]
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3
herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable 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 Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified 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 therefor 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
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar 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 and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
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,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, 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 Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in November 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
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-6
FORM
OF
CLASS M-2 CERTIFICATES
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.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND CLASS M-1 CERTIFICATES
TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED 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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
August
1, 2006
|
|
First
Distribution Date
|
:
|
September
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$39,379,000.00
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$39,379,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612H
AF 5
|
|
Class
|
:
|
M-2
|
|
Assumed
Maturity Date
|
:
|
November
2036
|
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-2
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-2 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-2 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-2 Certificate (obtained by dividing the Denomination
of this Class M-2 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of August 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A. as master servicer, servicer and trust administrator
(the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-2 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-2 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
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(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-2 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-2 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-3
|
||
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N.A.,
as
Trust Administrator
|
|||
[Reverse
of Class M-2 Certificate]
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable 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 Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified 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 therefor 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
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar 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 and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
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,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, 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 Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in November 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
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-7
FORM
OF
CLASS M-3 CERTIFICATES
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.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, CLASS M-1 CERTIFICATES
AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED 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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
August
1, 2006
|
|
First
Distribution Date
|
:
|
September
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$24,153,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$24,153,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612H
AG 3
|
|
Class
|
:
|
M-3
|
|
Assumed
Maturity Date
|
:
|
November
2036
|
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-3
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-3 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-3 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-3 Certificate (obtained by dividing the Denomination
of this Class M-3 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of August 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A. as master servicer, servicer and trust administrator
(the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-3 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-3 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
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(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-3 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-3 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-3
|
||
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N.A.,
as
Trust Administrator
|
|||
[Reverse
of Class M-3 Certificate]
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable 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 Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified 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 therefor 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
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar 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 and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
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,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, 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 Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in November 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trust Administrator to issue a new Certificate
of
a like denomination and Class, to the above named assignee and
deliver
such Certificate to the following address:______
|
Dated:_________________
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-8
FORM
OF
CLASS M-4 CERTIFICATES
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.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, 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.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED 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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
August
1, 2006
|
|
First
Distribution Date
|
:
|
September
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$21,002,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$21,002,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612H
AH 1
|
|
Class
|
:
|
M-4
|
|
Assumed
Maturity Date
|
:
|
November
2036
|
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-4
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-4 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-4 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-4 Certificate (obtained by dividing the Denomination
of this Class M-4 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of August 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A. as master servicer, servicer and trust administrator
(the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-4 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-4 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
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(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-4 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-4 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-3
|
||
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N.A.,
as
Trust Administrator
|
|||
[Reverse
of Class M-4 Certificate]
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable 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 Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified 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 therefor 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
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar 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 and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
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,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, 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 Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in November 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trust Administrator to issue a new Certificate
of
a like denomination and Class, to the above named assignee and
deliver
such Certificate to the following address:______
|
Dated:_________________
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-9
FORM
OF
CLASS M-5 CERTIFICATES
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.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, 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.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED 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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
August
1, 2006
|
|
First
Distribution Date
|
:
|
September
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$18,377,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$18,377,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612H
AJ 7
|
|
Class
|
:
|
M-5
|
|
Assumed
Maturity Date
|
:
|
November
2036
|
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-5
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-5 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-5 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-5 Certificate (obtained by dividing the Denomination
of this Class M-5 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of August 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A. as master servicer, servicer and trust administrator
(the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-5 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-5 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
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(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-5 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-5 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-3
|
||
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N.A.,
as
Trust Administrator
|
|||
[REVERSE
OF CLASS M-5 CERTIFICATE]
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable 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 Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified 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 therefor 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
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar 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 and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
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,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, 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 Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in November 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trust Administrator to issue a new Certificate
of
a like denomination and Class, to the above named assignee and
deliver
such Certificate to the following address:______
|
Dated:_________________
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-10
FORM
OF
CLASS M-6 CERTIFICATES
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.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, 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.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED 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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
August
1, 2006
|
|
First
Distribution Date
|
:
|
September
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$18,377,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$18,377,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612H
AK 4
|
|
Class
|
:
|
M-6
|
|
Assumed
Maturity Date
|
:
|
November
2036
|
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-6
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-6 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-6 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-6 Certificate (obtained by dividing the Denomination
of this Class M-6 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of August 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A. as master servicer, servicer and trust administrator
(the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-6 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-6 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
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(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-6 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-6 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-3
|
||
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class M-6 Certificate]
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable 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 Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified 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 therefor 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
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar 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 and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
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,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, 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 Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in November 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trust Administrator to issue a new Certificate
of
a like denomination and Class, to the above named assignee and
deliver
such Certificate to the following address:______
|
Dated:_________________
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-11
FORM
OF
CLASS M-7 CERTIFICATES
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.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, 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.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED 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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
August
1, 2006
|
|
First
Distribution Date
|
:
|
September
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$16,277,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$16,277,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612H
AL 2
|
|
Class
|
:
|
M-7
|
|
Assumed
Maturity Date
|
:
|
November
2036
|
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-7
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-7 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-7 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-7 Certificate (obtained by dividing the Denomination
of this Class M-7 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of August 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A. as master servicer, servicer and trust administrator
(the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-7 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-7 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
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(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-7 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-7 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-3
|
||
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class M-7 Certificate]
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable 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 Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified 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 therefor 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
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar 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 and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
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,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, 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 Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in November 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trust Administrator to issue a new Certificate
of
a like denomination and Class, to the above named assignee and
deliver
such Certificate to the following address:______
|
Dated:_________________
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-12
FORM
OF
CLASS M-8 CERTIFICATES
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.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, 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.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED 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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
August
1, 2006
|
|
First
Distribution Date
|
:
|
September
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$14,702,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$14,702,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612H
AM 0
|
|
Class
|
:
|
M-8
|
|
Assumed
Maturity Date
|
:
|
November
2036
|
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-8
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-8 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-8 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-8 Certificate (obtained by dividing the Denomination
of this Class M-8 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of August 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A. as master servicer, servicer and trust administrator
(the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-8 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-8 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
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(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-8 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-8 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-3
|
||
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class M-8 Certificate]
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable 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 Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified 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 therefor 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
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar 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 and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
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,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, 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 Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in November 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trust Administrator to issue a new Certificate
of
a like denomination and Class, to the above named assignee and
deliver
such Certificate to the following address:______
|
Dated:_________________
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-13
FORM
OF
CLASS M-9 CERTIFICATES
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.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, 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 M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED 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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
August
1, 2006
|
|
First
Distribution Date
|
:
|
September
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$11,551,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$11,551,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612H
AN 8
|
|
Class
|
:
|
M-9
|
|
Assumed
Maturity Date
|
:
|
November
2036
|
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-9
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-9 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-9 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-9 Certificate (obtained by dividing the Denomination
of this Class M-9 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of August 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A. as master servicer, servicer and trust administrator
(the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-9 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-9 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
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(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-9 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-9 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-3
|
||
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class M-9 Certificate]
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable 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 Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified 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 therefor 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
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar 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 and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
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,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, 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 Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in November 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
______________________________________________________________________________
Dated:_________________
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-14
FORM
OF
CLASS M-10 CERTIFICATES
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.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR
CERTIFICATES, 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 AND CLASS M-9
CERTIFICATES,
TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED 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”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
August
1, 2006
|
|
First
Distribution Date
|
:
|
September
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$13,126,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$13,126,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612H
AP 3
|
|
Class
|
:
|
M-10
|
|
Assumed
Maturity Date
|
:
|
November
2036
|
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-10
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-10 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-10 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-10 Certificate (obtained by dividing the Denomination
of this Class M-10 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of August 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A. as master servicer, servicer and trust administrator
(the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-10 Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-10 Certificate by
virtue of the acceptance hereof assents and by which such Holder is
bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable sate securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act, and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding
the
transfer. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to indemnify the Trustee and the Depositor 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(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-10 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class M-10 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-3
|
||
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class M-10 Certificate]
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable 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 Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified 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 therefor 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
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar 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 and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
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,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, 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 Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in November 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
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-15
FORM
OF
CLASS C CERTIFICATES
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 REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND THE MEZZANINE
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
August
1, 2006
|
|
First
Distribution Date
|
:
|
September
25, 2006
|
|
Initial
Notional Amount
of
this Certificate (“Denomination”)
|
:
|
$21,526,931.41
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$21,526,931.41
|
|
Percentage
Interest
|
:
|
100.00%
|
|
CUSIP
|
:
|
83612H
AQ 1
|
|
Class
|
:
|
C
|
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
C
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class C Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class C Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor,
the
Servicer, the Master Servicer, the Trust Administrator or the Trustee referred
to below or any of their respective affiliates.
This
certifies that Greenwich Capital Financial Products, Inc. is the registered
owner of the Percentage Interest evidenced by this Class C Certificate (obtained
by dividing the Denomination of this Class C Certificate by the Original
Class
Certificate Principal Balance) in certain distributions with respect to a
Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of August 1, 2006 (the “Agreement”) among the
Depositor, Xxxxx Fargo Bank, N.A. as master servicer, servicer and trust
administrator (the “Master Servicer”, “Servicer” and “Trust Administrator”), and
Deutsche Bank National Trust Company, a national banking association, as
trustee
(the “Trustee”). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class C Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class C Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trust Administrator and the Depositor in writing the facts
surrounding the transfer. In the event that such a transfer is not to be
made
pursuant to Rule 144A of the Act, there shall be delivered to the Trust
Administrator and the Depositor of an Opinion of Counsel that such transfer
may
be made pursuant to an exemption from the Act, which Opinion of Counsel shall
not be obtained at the expense of the Trustee, the Servicer, the Master
Servicer, the Trust Administrator or the Depositor; or there shall be delivered
to the Trust Administrator and the Depositor a transferor certificate by
the
transferor and an investment letter shall be executed by the transferee.
The
Holder hereof desiring to effect such transfer shall, and does hereby agree
to,
indemnify the Trust Administrator and the Depositor 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(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class C Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class C Certificate shall not be entitled to any benefit under the Agreement
or
be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-3
|
||
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N.A.,
as
Trust Administrator
|
|||
[Reverse
of Class C Certificate]
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable 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 Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified 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 therefor 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
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar 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 and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
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,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, 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 Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in November 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
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-16
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 REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
August
1, 2006
|
|
First
Distribution Date
|
:
|
September
25, 2006
|
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$100.00
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$100.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
CUSIP
|
:
|
83612H
AR 9
|
|
Class
|
:
|
P
|
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
P
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class P Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class P Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor,
the
Servicer, the Master Servicer, the Trust Administrator or the Trustee referred
to below or any of their respective affiliates.
This
certifies that Greenwich Capital Financial Products, Inc. is the registered
owner of the Percentage Interest evidenced by this Class P Certificate (obtained
by dividing the Denomination of this Class P Certificate by the Original
Class
Certificate Principal Balance) in certain distributions with respect to a
Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of August 1, 2006 (the “Agreement”) among the
Depositor, Xxxxx Fargo Bank, N.A. as master servicer, servicer and trust
administrator (the “Master Servicer”, “Servicer” and “Trust Administrator”), and
Deutsche Bank National Trust Company, a national banking association, as
trustee
(the “Trustee”). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class P Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class P Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.
This
Certificate does not have a pass-through rate and will be entitled to
distributions only to the extent set forth in the Agreement.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trust Administrator and the Depositor in writing the facts
surrounding the transfer. In the event that such a transfer is not to be
made
pursuant to Rule 144A of the Act, there shall be delivered to the Trust
Administrator and the Depositor of an Opinion of Counsel that such transfer
may
be made pursuant to an exemption from the Act, which Opinion of Counsel shall
not be obtained at the expense of the Trustee, the Servicer, the Master
Servicer, the Trust Administrator or the Depositor; or there shall be delivered
to the Trust Administrator and the Depositor a transferor certificate by
the
transferor and an investment letter shall be executed by the transferee.
The
Holder hereof desiring to effect such transfer shall, and does hereby agree
to,
indemnify the Trust Administrator and the Depositor 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(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class P Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class P Certificate shall not be entitled to any benefit under the Agreement
or
be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-3
|
||
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N.A.,
as
Trust Administrator
|
|||
[Reverse
of Class P Certificate]
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to the
Person in whose name this Certificate is registered at the close of business
on
the applicable 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 Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified 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 therefor 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
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar 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 and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
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,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, 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 Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in November 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
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-17
FORM
OF
CLASS R CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL 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 REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR A TRANSFER AFFIDAVIT IN
ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
August
1, 2006
|
|
First
Distribution Date
|
:
|
September
25, 2006
|
|
Percentage
Interest
|
:
|
100%
|
|
CUSIP
|
:
|
83612H
AS 7
|
|
Class
|
:
|
R
|
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
R
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
This
Certificate does not evidence an obligation of, or an interest in, and is
not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator or the Trustee referred to below or any of their respective
affiliates.
This
certifies that Greenwich Capital Markets, Inc. is the registered owner of
the
Percentage Interest evidenced by this Certificate specified above in the
interest represented by all Certificates of the Class to which this Certificate
belongs in a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the “Depositor”). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of August 1, 2006
(the
“Agreement”) among the Depositor, Xxxxx Fargo Bank, N.A. as master servicer,
servicer and trust administrator (the “Master Servicer”, “Servicer” and “Trust
Administrator”), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the “Trustee”). 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.
This
Certificate does not have a principal balance or pass-through rate and will
be
entitled to distributions only to the extent set forth in the Agreement.
In
addition, any distribution of the proceeds of any remaining assets of the
Trust
will be made only upon presentment and surrender of this Certificate at the
Office or the office or agency maintained by the Trust
Administrator.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trust Administrator and the Depositor in writing the facts
surrounding the transfer. In the event that such a transfer is not to be
made
pursuant to Rule 144A of the Act, there shall be delivered to the Trust
Administrator and the Depositor of an Opinion of Counsel that such transfer
may
be made pursuant to an exemption from the Act, which Opinion of Counsel shall
not be obtained at the expense of the Trustee, the Servicer, the Master
Servicer, the Trust Administrator or the Depositor; or there shall be delivered
to the Trust Administrator and the Depositor a transferor certificate by
the
transferor and an investment letter shall be executed by the transferee.
The
Holder hereof desiring to effect such transfer shall, and does hereby agree
to,
indemnify the Trust Administrator and the Depositor 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(d) of the Agreement.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions
that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this
Certificate may be transferred without delivery to the Trust Administrator
of
(a) a transfer affidavit of the proposed transferee and (b) a transfer
certificate of the transferor, each of such documents to be in the form
described in the Agreement, (iii) each person holding or acquiring any Ownership
Interest in this Certificate must agree to require a transfer affidavit and
to
deliver a transfer certificate to the Trust Administrator as required pursuant
to the Agreement, (iv) each person holding or acquiring an Ownership Interest
in
this Certificate must agree not to transfer an Ownership Interest in this
Certificate if it has actual knowledge that the proposed transferee is not
a
Permitted Transferee and (v) any attempted or purported transfer of any
Ownership Interest in this Certificate in violation of such restrictions
will be
absolutely null and void and will vest no rights in the purported transferee.
Pursuant to the Agreement, The Trust Administrator will provide the Internal
Revenue Service and any pertinent persons with the information needed to
compute
the tax imposed under the applicable tax laws on transfers of residual interests
to disqualified organizations, if any person other than a Permitted Transferee
acquires an Ownership Interest on a Class R Certificate in violation of the
restrictions mentioned above.
Reference
is hereby made to the further provisions of this Certificate set forth on
the
reverse hereof, which further provisions shall for all purposes have the
same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized officer of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-3
|
||
|
XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Xxxxx
Fargo Bank, N.A.,
as
Trust Administrator
|
|||
[Reverse
of Class R Certificate]
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-3 Asset-Backed Certificates, Series 2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable 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 Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified 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 therefor 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
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar 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 and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
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,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, 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 Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in November 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
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-18
FORM
OF
CLASS R-X CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL 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 REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR A TRANSFER AFFIDAVIT IN
ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
August
1, 2006
|
|
First
Distribution Date
|
:
|
September
25, 2006
|
|
Percentage
Interest
|
:
|
100.00%
|
|
CUSIP
|
:
|
83612H
AT 5
|
|
Class
|
:
|
R-X
|
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
R-X
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
This
Certificate does not evidence an obligation of, or an interest in, and is
not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator or the Trustee referred to below or any of their respective
affiliates.
This
certifies that Greenwich Capital Markets, Inc. is the registered owner of
the
Percentage Interest evidenced by this Certificate specified above in the
interest represented by all Certificates of the Class to which this Certificate
belongs in a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the “Depositor”). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of August 1, 2006
(the
“Agreement”) among the Depositor, Xxxxx Fargo Bank, N.A. as master servicer,
servicer and trust administrator (the “Master Servicer”, “Servicer” and “Trust
Administrator”), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the “Trustee”). 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.
This
Certificate does not have a principal balance or pass-through rate and will
be
entitled to distributions only to the extent set forth in the Agreement.
In
addition, any distribution of the proceeds of any remaining assets of the
Trust
will be made only upon presentment and surrender of this Certificate at the
Office or the office or agency maintained by the Trust
Administrator.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trust Administrator and the Depositor in writing the facts
surrounding the transfer. In the event that such a transfer is not to be
made
pursuant to Rule 144A of the Act, there shall be delivered to the Trust
Administrator and the Depositor of an Opinion of Counsel that such transfer
may
be made pursuant to an exemption from the Act, which Opinion of Counsel shall
not be obtained at the expense of the Trustee, the Servicer, the Master
Servicer, the Trust Administrator or the Depositor; or there shall be delivered
to the Trust Administrator and the Depositor a transferor certificate by
the
transferor and an investment letter shall be executed by the transferee.
The
Holder hereof desiring to effect such transfer shall, and does hereby agree
to,
indemnify the Trust Administrator and the Depositor 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(d) of the Agreement.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions
that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this
Certificate may be transferred without delivery to the Trust Administrator
of
(a) a transfer affidavit of the proposed transferee and (b) a transfer
certificate of the transferor, each of such documents to be in the form
described in the Agreement, (iii) each person holding or acquiring any Ownership
Interest in this Certificate must agree to require a transfer affidavit and
to
deliver a transfer certificate to the Trust Administrator as required pursuant
to the Agreement, (iv) each person holding or acquiring an Ownership Interest
in
this Certificate must agree not to transfer an Ownership Interest in this
Certificate if it has actual knowledge that the proposed transferee is not
a
Permitted Transferee and (v) any attempted or purported transfer of any
Ownership Interest in this Certificate in violation of such restrictions
will be
absolutely null and void and will vest no rights in the purported transferee.
Pursuant to the Agreement, the Trust Administrator will provide the Internal
Revenue Service and any pertinent persons with the information needed to
compute
the tax imposed under the applicable tax laws on transfers of residual interests
to disqualified organizations, if any person other than a Permitted Transferee
acquires an Ownership Interest on a Class R-X Certificate in violation of
the
restrictions mentioned above.
Reference
is hereby made to the further provisions of this Certificate set forth on
the
reverse hereof, which further provisions shall for all purposes have the
same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized officer of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
August __, 2006
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SOUNDVIEW
HOME LOAN TRUST 2006-3
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XXXXX
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator
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By:
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This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
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By:
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Authorized
Signatory of
Xxxxx
Fargo Bank, N.A.,
as
Trust Administrator
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[Reverse
of Class R-X Certificate]
Soundview
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable 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 Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified 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 therefor 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
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar 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 and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
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,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, 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 Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in November 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
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unto
|
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(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
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Distributions
shall be made, by wire transfer or otherwise, in immediately available
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funds
to
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for
the account of
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Account
number
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or,
if mailed by check, to
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Applicable
statements should be mailed to
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This
information is provided by
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Assignee
named above, or
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its
agent.
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EXHIBIT
B
[RESERVED]
EXHIBIT
C
FORM
OF
ASSIGNMENT AND RECOGNITION AGREEMENTS
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated August 17, 2006, (“Agreement”)
among
Greenwich Capital Financial Products, Inc. (“Assignor”),
Financial Asset Securities Corp. (“Assignee”)
and
Aegis Mortgage 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:
Assignment
and Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
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) that certain Master Mortgage Loan Purchase and Interim Servicing Agreement
dated as of March 1, 2006, as amended (the “Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, solely insofar as the Purchase Agreement relates
to the
Mortgage Loans.
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.
Recognition
of the Company
2. 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
Soundview Home Loan Trust 2006-3 (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of August
1,
2006 (the “Pooling
Agreement”),
among
the Assignee, the Assignor, Deutsche Bank National Trust Company, as trustee
(including its successors in interest and any successor trustees under
the
Pooling Agreement, the “Trustee”),
Xxxxx
Fargo Bank, N.A., as master servicer, servicer and trust administrator
(including its successors in interest and any successor servicer, master
servicer or trust administrator under the Pooling Agreement, the “Servicer”).
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
Company shall look solely to the Trust for performance of any obligations
of the
Assignor insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Mortgage Loans, (iii) the
Trust (including the Trustee 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
(iv) 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 and the Servicer acting on the Trust’s behalf). Neither
the Company nor the Assignor shall amend or agree to amend, modify, waiver,
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.
Representations
and Warranties of the Company
3. 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; 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.
4. Pursuant
to Section 12 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 7.01 and 7.02 of the
Purchase Agreement, are true and correct as of the date hereof as if such
representations and warranties were made on the date hereof, except that
the
representation and warranty set forth in Section 7.02(a) shall, for
purposes of this Agreement, relate to the Mortgage Loan Schedule attached
hereto.
5.
The
Assignor hereby makes the following representations, warranties and covenants
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 and/or usury lending laws;
(b) None
of
the mortgage loans are High Cost as defined by any applicable predatory
and
abusive lending laws; and
(c) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as
such
terms are defined in the then current Standard & Poor’s LEVELS Glossary,
Appendix E).
Remedies
for Breach of Representations and Warranties
6.
The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee and the Servicer
acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections
3 and 4
hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
as if they were set forth herein (including without limitation the repurchase
and indemnity obligations set forth therein).
Miscellaneous
7.
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.
8.
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.
9.
This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee and the 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.
10.
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.
11.
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.
12.
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.
13. 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.
|
GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.
|
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By:
|
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Name:
|
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|
Title:
|
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FINANCIAL
ASSET SECURITIES CORP.
|
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By:
|
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Name:
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Title:
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AEGIS
MORTGAGE 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
EXHIBIT
B
EARLY
PAY
DEFAULT SCHEDULE
SCHEDULE
I
Capitalized
terms used in this Schedule I but not defined in this Agreement shall have
the
meanings given to such terms in the Purchase Agreement.
1. The
information set forth in the related Mortgage Loan Schedule is complete,
true
and correct;
2. The
Mortgage Loan is in compliance with all requirements set forth in the related
Confirmation, and the characteristics of the related Mortgage Loan Package
as
set forth in the related Confirmation are true and correct; provided, however,
that in the event of any conflict between the terms of any Confirmation
and this
Agreement, the terms of this Agreement shall control;
3. All
payments required to be made up to the close of business on the Closing
Date for
such Mortgage Loan under the terms of the Mortgage Note have been made;
the
Seller has not advanced funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required
by the
Mortgage Note or Mortgage; no Mortgage Loan is thirty (30) or more days
delinquent as of the Closing Date and there has been no delinquency, exclusive
of any period of grace, in any payment by the Mortgagor thereunder since
the
origination of the Mortgage Loan;
4. There
are
no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
5. The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, recorded in the
applicable public recording office if necessary to maintain the lien priority
of
the Mortgage, and which have been delivered to the Custodian; the substance
of
any such waiver, alteration or modification has been approved by the insurer
under the Primary Insurance Policy, if any, and has been approved by the
title
insurer, to the extent required by the related policy, and is reflected
on the
related Mortgage Loan Schedule. No instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been released, in
whole or
in part, except in connection with an assumption agreement approved by
the
insurer under the Primary Insurance Policy, if any, and by the
title
insurer, to the extent required by the policy, and which assumption agreement
has been delivered to the Custodian and the terms of which are reflected
in the
related Mortgage Loan Schedule;
6. The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or
the
exercise of any right thereunder, render the 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.
Each
Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
enforceable and collectible under applicable federal, state and local
law;
7. All
buildings upon the Mortgaged Property are insured by a Qualified Insurer
acceptable to Xxxxxx Xxx and Xxxxxxx
Mac
against
loss by fire, hazards of extended coverage and such other hazards as are
customary in the area where the Mortgaged Property is located, pursuant
to
insurance policies providing coverage in an amount not less than the greatest
of
(i) 100% of the replacement cost of all improvements to the Mortgaged Property,
(ii) either (A) the outstanding principal balance of the Mortgage Loan
with
respect to each first lien Mortgage Loan or (B) with respect to each second
lien
Mortgage Loan, the sum of the outstanding principal balance of the related
first
lien mortgage loan and the outstanding principal balance of the second
lien
Mortgage Loan, or (iii) the amount necessary to avoid the operation of
any
co-insurance provisions with respect to the Mortgaged Property, and consistent
with the amount that would have been required as of the date of origination
in
accordance with the Underwriting Guidelines. All such insurance policies
contain
a standard mortgagee clause naming the Seller, its successors and assigns
as
mortgagee and all premiums thereon have been paid. If the Mortgaged Property
is
in an area identified on a Flood Hazard Map or Flood Insurance Rate Map
issued
by the Federal Emergency Management Agency as having special flood hazards
(and
such flood insurance has been made available) a flood insurance policy
meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the requirements of
Xxxxxx
Mae and Xxxxxxx
Mac.
The
Mortgage obligates the Mortgagor thereunder to maintain all such insurance
at
the Mortgagor's cost and expense, and on the Mortgagor's failure to do
so,
authorizes the holder of the Mortgage to maintain such insurance at Mortgagor's
cost and expense and to seek reimbursement therefor from the
Mortgagor;
8. Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures,
predatory and abusive lending, consumer credit protection, equal credit
opportunity, fair housing or disclosure laws applicable to the origination
and
servicing of mortgage loans of a type similar to the Mortgage Loans and
applicable to any prepayment penalty associated with the Mortgage Loans
at
origination have been complied with;
9. The
Mortgage has not been satisfied, cancelled, subordinated or rescinded,
in whole
or in part, 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 satisfaction, cancellation, subordination, rescission
or
release;
10. The
Mortgage (including any Negative Amortization which may arise thereunder)
is a
valid, existing and enforceable (A) first lien and first priority security
interest with respect to each Mortgage Loan which is indicated by the Seller
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 Seller to be a second lien (as reflected on the Mortgage
Loan Schedule), in either case, on the Mortgaged Property, including all
improvements on the Mortgaged Property subject only to (a) the lien of
current
real property taxes and assessments not yet due and payable, (b) covenants,
conditions and restrictions, rights of way, easements and other matters
of the
public record as of the date of recording being acceptable to mortgage
lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and which
do
not adversely affect the Appraised Value of the Mortgaged Property, (c)
with
respect to each Mortgage Loan which is indicated by the Seller to be a
second
lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a first
lien on
the Mortgaged Property; and (d) 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. Any security agreement,
chattel
mortgage or equivalent document related to and delivered in connection
with the
Mortgage Loan establishes and creates a valid, existing and enforceable
first or
second lien and first or second priority security interest (in each case,
as
indicated on the Mortgage Loan Schedule) on the property described therein
and
the Seller has full right to sell and assign the same to the Purchaser.
The
Mortgaged Property was not, as of the date of origination of the Mortgage
Loan,
subject to a mortgage, deed of trust, deed to secure debt or other security
instrument creating a lien subordinate to the lien of the Mortgage;
11.
The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance
with its
terms;
12.
All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person;
13.
The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement 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 have been paid, and
the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
14.
The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage and has 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;
15. All
parties which have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held
and disposed of such interest, were) in compliance with any and all applicable
“doing business” and licensing requirements of the laws of the state wherein the
Mortgaged Property is located;
16.
The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
title insurance policy (which, in the case of an Adjustable Rate Mortgage
Loan
has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or
6.1)
acceptable to Xxxxxx Xxx and Xxxxxxx
Mac,
issued
by a title insurer acceptable to Xxxxxx Mae and Xxxxxxx
Mac
and
qualified to do business in the jurisdiction where the Mortgaged Property
is
located, insuring (subject to the exceptions contained in (x)(a) and (b),
and
with respect to any second lien Mortgage Loan (c), above) the Seller, its
successors and assigns as to the first or second priority lien (as indicated
on
the Mortgage Loan Schedule) of the Mortgage in the original principal amount
of
the Mortgage Loan (including, if the Mortgage Loan provides for Negative
Amortization, the maximum amount of Negative Amortization in accordance
with the
Mortgage) and, with respect to any 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 and Negative Amortization provisions of the Mortgage
Note. Additionally, such lender's title insurance policy affirmatively
insures
ingress and egress to and from the Mortgaged Property, and against encroachments
by or upon the Mortgaged Property or any interest therein. The Seller is
the
sole insured of such lender's title insurance policy, 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.
No claims have been made under such lender's title insurance policy, and
no
prior holder of the related Mortgage, including the Seller, has done, by
act or
omission, anything which would impair the coverage of such lender's title
insurance policy;
17.
There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the 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 of acceleration, and the Seller has
not
waived any default, breach, violation or event of acceleration. With respect
to
each second lien Mortgage Loan (i) the first lien mortgage loan 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)
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, (iv) 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, (v) the related first lien does not provide for or permit
negative amortization under such first lien Mortgage Loan, and (vi) 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;
18.
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 lien) affecting the related Mortgaged Property which are or may be
liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
19.
All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
20.
The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar banking institution which
is
supervised and examined by a federal or state authority, or by a mortgagee
approved as such by the Secretary of HUD;
21.
Principal
payments on the Mortgage Loan commenced no more than sixty (60) days after
the
proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest
at the Mortgage Interest Rate. With respect to each Mortgage Loan which
is not a
Negative Amortization Loan, the Mortgage Note is payable on the first day
of
each month in Monthly Payments, which, in the case of a Fixed Rate Mortgage
Loan, are sufficient to fully amortize the original principal balance over
the
original term thereof (other than with respect to a Mortgage Loan identified
on
the related Mortgage Loan Schedule as an interest-only Mortgage Loan during
the
interest-only period or a Mortgage Loan which is identified on the related
Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay interest
at the
related Mortgage Interest Rate, and, in the case of an Adjustable Rate
Mortgage
Loan, are changed on each Adjustment Date, and in any case, are sufficient
to
fully amortize the original principal balance over the original term thereof
(other than with respect to a Mortgage Loan identified on the related Mortgage
Loan Schedule as an interest-only Mortgage Loan during the interest-only
period
or a Mortgage Loan which is identified on the related Mortgage Loan Schedule
as
a Balloon Mortgage Loan) and to pay interest at the related Mortgage Interest
Rate. With respect to each Negative Amortization Mortgage Loan, the related
Mortgage Note requires a Monthly Payment which is sufficient during the
period
following each Payment Adjustment Date, to fully amortize the outstanding
principal balance as of the first day of such period (including any Negative
Amortization) over the then remaining term of such Mortgage Note and to
pay
interest at the related Mortgage Interest Rate; provided, that the Monthly
Payment shall not increase to an amount that exceeds 107.5% of the amount
of the
Monthly Payment that was due immediately prior to the Payment Adjustment
Date;
provided, further, that the payment adjustment cap shall not be applicable
with
respect to the adjustment made to the Monthly Payment that occurs in a
year in
which the Mortgage Loan has been outstanding for a multiple of five (5)
years
and in any such year the Monthly Payment shall be adjusted to fully amortize
the
Mortgage Loan over the remaining term. With respect to each Mortgage Loan
identified on the Mortgage Loan Schedule as an interest-only Mortgage Loan,
the
interest-only period shall not exceed ten (10) years (or such other 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 and to pay interest at the related Mortgage Interest Rate.
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. The Index for each Adjustable Rate Mortgage Loan is as set forth
on the
Mortgage Loan Schedule. No Mortgage Loan is a Convertible Mortgage Loan.
No
Balloon Mortgage Loan has an original stated maturity of less than seven
(7)
years;
22.
The
origination, servicing and collection practices used with respect to each
Mortgage Note and Mortgage including, without limitation, the establishment,
maintenance and servicing of the Escrow Accounts and Escrow Payments, if
any,
since origination, have been in all respects legal, proper, prudent and
customary in the mortgage origination and servicing industry. The Mortgage
Loan
has been serviced by the Seller and any predecessor servicer in accordance
with
the terms of the Mortgage Note and Accepted Servicing Practices. With respect
to
escrow deposits and Escrow Payments, if any, all such payments are in the
possession of, or under the control of, the Seller and there exist no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments
or
other charges or payments due the Seller have been capitalized under any
Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
Payments are being held by the Seller for any work on a Mortgaged Property
which
has not been completed;
23.
The
Mortgaged Property is free of damage and waste and there is no proceeding
pending for the total or partial condemnation thereof;
24.
The
Mortgage and related Mortgage Note contain 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, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee's sale, and (b) otherwise by judicial foreclosure.
The
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption 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. The
Mortgagor has not notified the Seller and the Seller has no knowledge of
any
relief requested or allowed to the Mortgagor under the Servicemembers’ Civil
Relief Act;
25.
The
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
in
effect at the time the Mortgage Loan was originated which underwriting
standards
satisfy the standards of Xxxxxx Xxx and Xxxxxxx
Mac;
and the
Mortgage Note and Mortgage are on forms acceptable to Xxxxxx Mae and
Xxxxxxx
Mac;
26.
The
Mortgage Note is not and has not been secured by any collateral except
the lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(x) above;
27. The
Mortgage File contains an appraisal of the related Mortgaged Property which
satisfied the standards of Xxxxxx Mae and Xxxxxxx
Mac,
was on
appraisal form 1004 or form 2055 with an interior inspection and was made
and
signed, prior to the approval of the Mortgage Loan application, by a qualified
appraiser, duly appointed by the Seller, who had no interest, direct or
indirect
in the Mortgaged Property or in any loan made on the security thereof,
whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan
and who met the minimum qualifications of Xxxxxx Mae and Xxxxxxx
Mac.
Each
appraisal of the Mortgage Loan was made in accordance with the relevant
provisions of the Financial Institutions Reform, Recovery, and Enforcement
Act
of 1989;
28. In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve 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 after default by the Mortgagor;
29.
No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b)
paid by
any source other than the Mortgagor or (c) contains any other similar provisions
which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
payment mortgage loan and the Mortgage Loan does not have a shared appreciation
or other contingent interest feature;
30.
If
required by applicable law, the Mortgagor has executed a statement to the
effect
that the Mortgagor has received all disclosure materials required by applicable
law with respect to the making of fixed rate mortgage loans in the case
of Fixed
Rate Mortgage Loans, and adjustable rate mortgage loans in the case of
Adjustable Rate Mortgage Loans and rescission materials with respect to
Refinanced Mortgage Loans, and such statement is and will remain in the
Mortgage
File;
31.
No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of
a
Mortgaged Property;
32.
The
Seller has no knowledge of any circumstances or condition with respect
to the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
standing that can reasonably be expected to cause the Mortgage Loan to
be an
unacceptable investment, cause the Mortgage Loan to become delinquent,
or
adversely affect the value of the Mortgage Loan;
33.
No
Mortgage Loan had an LTV at origination in excess of 95% or a CLTV at
origination in excess of 100%. Each Mortgage Loan with an LTV at origination
in
excess of 80% is and will be subject to a Primary Insurance Policy, issued
by a
Qualified Insurer, which insures that portion of the Mortgage Loan in excess
of
the portion of the Appraised Value of the Mortgaged Property as required
by
Xxxxxx Mae. With respect to any Mortgage Loan which allows negative
amortization, such Primary Insurance Policy contains provisions to cover
the
potential negative amortization of such Mortgage Loan. All provisions of
such
Primary Insurance Policy have been and are being complied with, such policy
is
in full force and effect, and all premiums due thereunder have been paid.
Any
Mortgage subject to any such Primary Insurance Policy obligates the Mortgagor
thereunder to maintain such insurance and to pay all premiums and charges
in
connection therewith. The Mortgage Interest Rate for the Mortgage Loan
does not
include any such insurance premium. No Mortgage Loan is subject to a lender
paid
primary mortgage insurance policy;
34.
The
Mortgaged Property is lawfully occupied under applicable law; 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,
have been made or obtained from the appropriate authorities;
35.
No
error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of any person, including
without limitation the Mortgagor, any appraiser, any builder or developer,
or
any other party involved in the origination of the Mortgage Loan or in
the
application of any insurance in relation to such Mortgage Loan;
36.
The
Assignment of Mortgage is in recordable form, except for the name of the
assignee which is blank, and is acceptable for recording under the laws
of the
jurisdiction in which the Mortgaged Property is located;
37.
Any
principal advances made to the Mortgagor prior to the Cut-off 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 first or second (as indicated
on
the Mortgage Loan Schedule) lien priority by a title insurance policy,
an
endorsement to the policy insuring the mortgagee's consolidated interest
or by
other title evidence acceptable to Xxxxxx Xxx and Xxxxxxx
Mac.
The
consolidated principal amount does not exceed the original principal amount
of
the Mortgage Loan plus any Negative Amortization;
38.
If
the
Residential Dwelling on the Mortgaged Property is a condominium unit or
a unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of Xxxxxx Mae and Xxxxxxx
Mac;
39.
The
source of the down payment with respect to each Mortgage Loan has been
fully
verified by the Seller;
40. Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
41.
The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law;
42.
The
Seller shall, at its own expense, cause each Mortgage Loan to be covered
by a
Tax Service Contract which is assignable to the Purchaser or its designee;
provided however, that if the Seller fails to purchase such Tax Service
Contract, the Seller shall be required to reimburse the Purchaser for all
costs
and expenses incurred by the Purchaser in connection with the purchase
of any
such Tax Service Contract;
43.
Each
Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
to
the Purchaser or its designee or, for each Mortgage Loan not covered by
such
Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone
Service Contract;
44.
No
Mortgage Loan is (a)(1) subject to the provisions of the Homeownership
and
Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an APR or total
points and fees that are equal to or exceeds the HOEPA thresholds (as defined
in
12 CFR 226.32 (a)(1)(i) and (ii)), (b) a “high cost” mortgage loan, “covered”
mortgage loan, “high risk home” mortgage loan, or “predatory” mortgage loan or
any other comparable term, no matter how defined under any federal, state
or
local law, (c) subject to any comparable federal, state or local statutes
or
regulations, or any other statute or regulation providing for heightened
regulatory scrutiny or assignee liability to holders of such mortgage loans,
or
(d) a High Cost Loan or Covered Loan, as applicable (as such terms are
defined
in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix
E);
45.
No
predatory, abusive, or deceptive lending practices, including but not limited
to, the extension of credit to a Mortgagor without regard for the Mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a mortgagor
which has no apparent benefit to the Mortgagor, were employed in connection
with
the origination of the Mortgage Loan. Each Mortgage Loan is in compliance
with
the anti-predatory lending eligibility for purchase requirements of the
Xxxxxx
Mae Guides;
46.
The
debt-to-income ratio of the related Mortgagor was not greater than 60%
at the
origination of the related Mortgage Loan;
47.
No
Mortgagor was required to purchase any credit insurance product (e.g.,
life,
mortgage, disability, accident, unemployment 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 insurance policy
(e.g.,
life, mortgage, disability, accident, unemployment or health insurance)
or debt
cancellation agreement in connection with the origination of the Mortgage
Loan.
No proceeds from any Mortgage Loan were used to purchase single premium
credit
insurance policies ) or debt cancellation agreements as part of the origination
of, or as a condition to closing, such Mortgage Loan;
48.
The
Mortgage Loans were not selected from the outstanding one- to four-family
mortgage loans in the Seller’s portfolio as to which the representations and
warranties set forth in this Agreement could be made at the related Closing
Date
in a manner so as to affect adversely the interests of the
Purchaser;
49.
The
Mortgage contains an enforceable provision for the acceleration of the
payment
of the unpaid principal balance of the Mortgage Loan in the event that
the
Mortgaged Property is sold or transferred without the prior written consent
of
the mortgagee thereunder;
50.
The
Mortgage Loan complies with all applicable consumer credit statutes and
regulations, including, without limitation, the respective Uniform Consumer
Credit Code laws in effect in Alabama, Colorado, Idaho, Indiana, Iowa,
Kansas,
Maine, Oklahoma, South Carolina, Utah, West Virginia and Wyoming, has been
originated by a properly licensed entity, and in all other respects, complies
with all of the material requirements of any such applicable laws;
51. The
information set forth in the Mortgage Loan Schedule as to Prepayment Charges
is
complete, true and correct in all material respects and each Prepayment
Charge
is permissible, enforceable and collectable in accordance with its terms
upon
the Mortgagor’s full and voluntary principal payment under applicable
law;
52.
The
Mortgage Loan was not prepaid in full prior to the Closing Date and the
Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
53.
No
Mortgage Loan is secured by cooperative housing, commercial property or
mixed
use property;
54.
Each
Mortgage Loan is eligible for sale in the secondary market or for inclusion
in a
Securitization Transaction without unreasonable credit enhancement;
55.
Except
as
set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
are
subject to a Prepayment Charge. For any Mortgage Loan originated prior
to
October 1, 2002 that is subject to a Prepayment Charge, such Prepayment
Charge
does not extend beyond five (5) years after the date of origination. For
any
Mortgage Loan originated on or following October 1, 2002 that is subject
to a
Prepayment Charge, such Prepayment Charge does not extend beyond three
(3) years
after the date of origination. 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 Mortgage 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 Mortgage 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, and (iv) notwithstanding any state or federal law to the contrary,
the
Seller shall not impose such Prepayment Charge in any instance when the
mortgage
debt is accelerated as the result of the Mortgagor's default in making
the loan
payments;
56.
The
Seller 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 Seller 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 Mortgaged
Property, 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;
57.
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 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.
With
respect to any Mortgage Loan, the Mortgagor was assigned the highest credit
grade available with respect to a mortgage loan product offered by such
Mortgage
Loan’s originator, based on a comprehensive assessment of risk factors,
including the Mortgagor’s credit history;
58.
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. Such
underwriting methodology confirmed that at the time of origination
(application/approval) the Mortgagor had a reasonable ability to make timely
payments on the Mortgage Loan;
59.
With
respect to each Mortgage Loan, the Seller has fully and accurately furnished
complete information (i.e., favorable and unfavorable) 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, for each Mortgage Loan, the Seller will 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;
60.
All
points and fees related to each Mortgage Loan were disclosed in writing
to the
related Borrower in accordance with applicable state and federal laws and
regulations. No related Borrower was charged “points and fees” (whether or not
financed) in an amount greater than (a) $1,000 or (b) 5% of the principal
amount
of such loan, whichever is greater, such 5% limitation is calculated in
accordance with Xxxxxx Mae’s anti-predatory lending requirements as set forth in
the Xxxxxx Mae Guides. For purposes of this representation, “points and fees”
(a) include origination, underwriting, broker and finder’s fees and other
charges that the lender imposed as a condition of making the loan, whether
they
are paid to the lender or a third party, and (b) exclude bona fide discount
points, fees paid for actual services rendered in connection with the
origination of the mortgage (such as attorneys’ fees, notaries fees and fees
paid for property appraisals, credit reports, surveys, title examinations
and
extracts, flood and tax certifications, and home inspections); the cost
of
mortgage insurance or credit-risk price adjustments; the costs of title,
hazard,
and flood insurance policies; state and local transfer taxes or fees; escrow
deposits for the future payment of taxes and insurance premiums; and other
miscellaneous fees and charges that, in total, do not exceed 0.25 percent
of the
loan amount. 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 were disclosed
in
writing to the related Mortgagor in accordance with applicable state and
federal
laws and regulations;
61.
The
Seller will transmit full-file credit reporting data for each Mortgage
Loan
pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage Loan,
Seller 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;
62.
With
respect to any Mortgage Loan which is secured by manufactured housing,
if such
Mortgage Loans are permitted hereunder, such Mortgage Loan satisfies the
requirements for inclusion in residential mortgage backed securities
transactions rated by Standard & Poor's Ratings Services and such
manufactured housing is the principal residence of the Mortgagor at the
time of
the origination of the Mortgage Loan;
63.
Each
Mortgage Loan constitutes a “qualified mortgage” under
Section 860G(a)(3)(A) of the Code and Treasury Regulation
Section 1.860G-2(a)(1);
64.
No
Mortgage Loan is secured by real property or secured by a manufactured
home
located in the state of Georgia unless (x) such Mortgage Loan was originated
prior to October 1, 2002 or after March 6, 2003, or (y) the property securing
the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each
Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all
applicable provisions of the Georgia Act. 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;
65.
No
Mortgage Loan is a “High-Cost” loan as defined under the New York Banking Law
Section 6-1, effective as of April 1, 2003;
66.
No
Mortgage Loan (a) is secured by property located in the State of New York;
(b)
had an unpaid principal balance at origination of $300,000 or less, and
(c) has
an application date on or after April 1, 2003, the terms of which Mortgage
Loan
equal or exceed either the APR or the points and fees threshold for “high-cost
home loans”, as defined in Section 6-1 of the New York State Banking
Law;
67.
No
Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
Protection Act effective July 16, 2003 (Act 1340 or 2003);
68.
No
Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
loan statute effective June 24, 2003 (Ky. Rev. Stat.
Section 360.100);
69.
No
Mortgage Loan secured by property located in the State of Nevada is a “home
loan” as defined in the Nevada Assembly Xxxx No. 284;
70.
No
Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost
Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
et
seq.);
71.
No
Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
and
Equity protection Act;
72. No
Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (N.M. Stat. Xxx. §§ 58-21A-1 et
seq.);
73.
No
Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
seq.);
74.
No
Loan
that is secured by property located within the State of Maine meets the
definition of a (i) “high-rate, high-fee” mortgage loan under Article VIII,
Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan” as
defined under the Maine House Xxxx 383 X.X. 494, effective as of September
13,
2003;
75.
With
respect to any Loan for which a mortgage loan application was submitted
by the
Mortgagor after April 1, 2004, no such Loan secured by Mortgaged Property
in the
State of Illinois which has a Loan Interest Rate in excess of 8.0% per
annum has
lender-imposed fees (or other charges) in excess of 3.0% of the original
principal balance of the Loan;
76.
No
Mortgage Loan is a “High Cost Home Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act, effective November 7,
2004
(Mass. Xxx. Laws Ch. 183C). 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 Massachusetts House Xxxx 4880 (2004)) unless either
(1) (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 2.25% 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 House Xxxx 4880 (2004)) 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, or (2) such Mortgage Loan is in the "borrower's interest,"
as
documented by a "borrower's interest worksheet" for the particular Mortgage
Loan, which worksheet incorporates the factors set forth in Massachusetts
House
Xxxx 4880 (2004) and the regulations promulgated thereunder for determining
"borrower's interest," and otherwise complies in all material respects
with the
laws of the Commonwealth of Massachusetts;
77.
No
Loan
is a “High Cost Home Loan” as defined by the Indiana Home Loan Practices Act,
effective January 1, 2005 ( Ind. Code Xxx. §§ 24-9-1 et seq.);
78.
The
Mortgagee 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;
79.
The
sale
or transfer of the Mortgage Loan by the Seller complies with all applicable
federal, state, and local laws, rules, and regulations governing such sale
or
transfer, including, without limitation, the Fair and Accurate Credit
Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
amended from time to time, and the Seller has not received any actual or
constructive notice of any identity theft, fraud, or other misrepresentation
in
connection with such Mortgage Loan or any party thereto;
80.
With
respect to each MOM Loan, a MIN has been assigned by MERS and such MIN
is
accurately provided on the Mortgage Loan Schedule. The related Assignment
of
Mortgage to MERS has been duly and properly recorded, or has been delivered
for
recording to the applicable recording office;
81.
With
respect to each MOM Loan, Seller 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;
82.
With
respect to each second lien Mortgage Loan, 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;
83. No
Mortgagor agreed to submit to arbitration to resolve any dispute arising
out of
or relating in any way to the Mortgage Loan transaction. No Mortgage Loan
is
subject to any mandatory arbitration;
84.
With
respect to any second lien Mortgage Loan, such lien is on a one- to four-family
residence that is the principal residence of the Mortgagor at the time
of the
origination of the second lien Mortgage Loan; and
85.
With
respect to the Mortgage Loans listed in Exhibit B, in the event that (i)
the
first Due Date for a Mortgage Loan is prior to the Cut-off Date and the
initial
Monthly Payment is not made by the related Mortgagor within thirty (30)
days of
such Due Date or (ii) the first Monthly Payment on any Mortgage Loan due
following the Cut-off Date is not made by the related Mortgagor within
thirty
(30) days of the related Due Date, then, in each such case, the Seller
shall
repurchase the affected Mortgage Loans at the Repurchase Price, which shall
be
paid as provided for in Subsection 7.03 of the Purchase Agreement. The
Seller shall notify the Purchaser of any such default under Subsection
7.04(a)
of the Purchase Agreement within thirty (30) days of any such Mortgage
Loan
becoming thirty (30) days delinquent.
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated August 17, 2006, (“Agreement”)
among
Greenwich Capital Financial Products, Inc. (“Assignor”),
Financial Asset Securities Corp. (“Assignee”)
and
BNC Mortgage, Inc., as successor in interest by merger to Finance America,
LLC
(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:
Assignment
and Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
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) that certain Master Mortgage Loan Purchase and Interim Servicing Agreement
dated as of April 1, 2006, as amended (the “Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, solely insofar as the Purchase Agreement relates
to the
Mortgage Loans.
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.
Recognition
of the Company
2. 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
Soundview Home Loan Trust 2006-3 (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of August
1,
2006 (the “Pooling
Agreement”),
among
the Assignee, the Assignor, Deutsche Bank National Trust Company, as trustee
(including its successors in interest and any successor trustees under
the
Pooling Agreement, the “Trustee”),
Xxxxx
Fargo Bank, N.A., as master servicer, servicer and trust administrator
(including its successors in interest and any successor servicer, master
servicer or trust administrator under the Pooling Agreement, the “Servicer”).
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
Company shall look solely to the Trust and the Assignor for performance
of any
obligations of the Assignor insofar as they relate to the enforcement of
the
representations, warranties and covenants with respect to the Mortgage
Loans,
(iii) the Trust (including the Trustee 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 (iv) 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 and the Servicer acting
on
the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree
to amend, modify, waiver, 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.
Representations
and Warranties of the Company
3. 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; 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.
4. Pursuant
to Section 12 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 Section 7.01 of the Purchase
Agreement, are true and correct as of the date hereof as if such representations
and warranties were made on the date hereof. The Company further represents
and
warrants that the representations and warranties set forth in Section 7.02
of
the Purchase Agreement were true and correct as of the related Closing
Date (as
defined in the Purchase Agreement), except that the representation and
warranty
set forth in Section 7.02(a) shall, for purposes of this Agreement, relate
to the Mortgage Loan Schedule attached hereto.
5. The
Assignor hereby makes the following representations, warranties and covenants
as
of the date hereof:
(a) To
the
best of the Assignor’s knowledge, 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 referred to in Section
4
herein to be untrue in any material respect as of the date hereof;
(b) 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 and/or usury lending laws;
(c) None
of
the mortgage loans are High Cost as defined by any applicable predatory
and
abusive lending laws; and (d) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as
such
terms are defined in the then current Standard & Poor’s LEVELS Glossary,
Appendix E).
Remedies
for Breach of Representations and Warranties
6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee and the Servicer
acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections
3 and 4
hereof shall be as set forth in Subsection 7.03 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 and the Servicers acting
on the
Trust’s behalf) in connection with any breach of the representations and
warranties made by the Assignor set forth in Section 5 hereof shall be
as set
forth in Section 2.03 of the Pooling Agreement as if they were set forth
herein.
Miscellaneous
7. 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.
8. 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.
9. This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee and the 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.
10. 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.
11. 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.
12. 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.
13. 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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GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.
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By:
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Name:
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Title:
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FINANCIAL
ASSET SECURITIES CORP.
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By:
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Name:
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Title:
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BNC
MORTGAGE, INC.
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By:
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Name:
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Title:
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SCHEDULE
I
REPRESENTATIONS
AND WARRANTIES
Capitalized
terms used in this Schedule II but not defined in this Agreement shall
have the
meanings given to such terms in the Purchase Agreement.
1. The
information set forth in the related Mortgage Loan Schedule is complete,
true
and correct;
2. The
Mortgage Loan is in compliance with all requirements set forth in the related
Confirmation, and the characteristics of the related Mortgage Loan Package
as
set forth in the related Confirmation are true and correct; provided, however,
that in the event of any conflict between the terms of any Confirmation
and this
Agreement, the terms of this Agreement shall control, except to the extent
that
the provisions of this Agreement are explicitly superseded by the
Confirmation;
3. The
Seller has not advanced funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required
by the
Mortgage Note or Mortgage; no Mortgage Loan is thirty (30) or more days
delinquent as of the Cut-off Date and there has been no delinquency of
more than
29 days in any payment by the Mortgagor thereunder since the origination
of the
Mortgage Loan;
4. There
are
no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
5. The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, recorded in the
applicable public recording office if necessary to maintain the lien priority
of
the Mortgage, and which have been delivered to the Custodian; the substance
of
any such waiver, alteration or modification has been approved by the title
insurer, to the extent required by the related policy, and is reflected
on the
related Mortgage Loan Schedule. No instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been released, in
whole or
in part, except in connection with an assumption agreement approved by
the
title
insurer, to the extent required by the policy, and which assumption agreement
has been delivered to the Custodian and the terms of which are reflected
in the
related Mortgage Loan Schedule;
6. The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or
the
exercise of any right thereunder, render the 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.
Each
Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
enforceable and collectible under applicable federal, state and local
law;
7. All
buildings upon the Mortgaged Property are insured by a Qualified Insurer
acceptable to Xxxxxx Xxx and Xxxxxxx
Mac
against
loss by fire, hazards of extended coverage and such other hazards as are
customary in the area where the Mortgaged Property is located, pursuant
to
insurance policies providing coverage in an amount not less than the greater
of
(i) the lesser of (A) 100% of the replacement cost of all improvements
to the
Mortgaged Property, and (B) either (x) the outstanding principal balance
of the
Mortgage Loan with respect to each first lien Mortgage Loan or (y) with
respect
to each second lien Mortgage Loan, the sum of the outstanding principal
balance
of the related first lien mortgage loan and the outstanding principal balance
of
the second lien Mortgage Loan, or (ii) the amount necessary to avoid the
operation of any co-insurance provisions with respect to the Mortgaged
Property,
and consistent with the amount that would have been required as of the
date of
origination in accordance with the Underwriting Guidelines. All such insurance
policies contain a standard mortgagee clause naming the Seller, its successors
and assigns as mortgagee and all premiums thereon have been paid. If the
Mortgaged Property is in an area identified on a Flood Hazard Map or Flood
Insurance Rate Map issued by the Federal Emergency Management Agency as
having
special flood hazards (and such flood insurance has been made available)
a flood
insurance policy meeting the requirements of the current guidelines of
the
Federal Insurance Administration is in effect which policy conforms to
the
requirements of Xxxxxx Mae and Xxxxxxx
Mac.
The
Mortgage obligates the Mortgagor thereunder to maintain all such insurance
at
the Mortgagor's cost and expense, and on the Mortgagor's failure to do
so,
authorizes the holder of the Mortgage to maintain such insurance at Mortgagor's
cost and expense and to seek reimbursement therefor from the
Mortgagor;
8. Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures,
predatory and abusive lending, consumer credit protection, equal credit
opportunity, fair housing or disclosure laws applicable to the origination
and
servicing of mortgage loans of a type similar to the Mortgage Loans and
applicable to any prepayment penalty associated with the Mortgage Loans
at
origination have been complied with;
9. The
Mortgage has not been satisfied, cancelled, subordinated or rescinded,
in whole
or in part, 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 satisfaction, cancellation, subordination, rescission
or
release;
10. The
Mortgage (including any Negative Amortization which may arise thereunder)
is a
valid, existing and enforceable (A) first lien and first priority security
interest with respect to each Mortgage Loan which is indicated by the Seller
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 Seller to be a second lien (as reflected on the Mortgage
Loan Schedule), in either case, on the Mortgaged Property, including all
improvements on the Mortgaged Property subject only to (a) the lien of
current
real property taxes and assessments not yet due and payable, (b) covenants,
conditions and restrictions, rights of way, easements and other matters
of the
public record as of the date of recording being acceptable to mortgage
lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and which
do
not adversely affect the Appraised Value of the Mortgaged Property, (c)
with
respect to each Mortgage Loan which is indicated by the Seller to be a
second
lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a first
lien on
the Mortgaged Property; and (d) 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. Any security agreement,
chattel
mortgage or equivalent document related to and delivered in connection
with the
Mortgage Loan establishes and creates a valid, existing and enforceable
first or
second lien and first or second priority security interest (in each case,
as
indicated on the Mortgage Loan Schedule) on the property described therein
and
the Seller has full right to sell and assign the same to the Purchaser.
The
Mortgaged Property was not, as of the date of origination of the Mortgage
Loan,
subject to a mortgage, deed of trust, deed to secure debt or other security
instrument creating a lien subordinate to the lien of the Mortgage;
11. The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance
with its
terms;
12. All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person;
13. The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement 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 have been paid, and
the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
14. Other
than liens of any warehouse lender which will be fully satisfied and released
on
or prior to the Closing Date, the Seller is the sole legal, beneficial
and
equitable owner of the Mortgage Note and the Mortgage and has 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;
15. All
parties which have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held
and disposed of such interest, were) in compliance with any and all applicable
“doing business” and licensing requirements of the laws of the state wherein the
Mortgaged Property is located;
16. The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
title insurance policy (which, in the case of an Adjustable Rate Mortgage
Loan
has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or
6.1)
acceptable to Xxxxxx Xxx and Xxxxxxx
Mac,
issued
by a title insurer acceptable to Xxxxxx Mae and Xxxxxxx
Mac
and
qualified to do business in the jurisdiction where the Mortgaged Property
is
located, insuring (subject to the exceptions contained in (x)(a) and (b),
and
with respect to any second lien Mortgage Loan (c), above) the Seller, its
successors and assigns as to the first or second priority lien (as indicated
on
the Mortgage Loan Schedule) of the Mortgage in the original principal amount
of
the Mortgage Loan (including, if the Mortgage Loan provides for Negative
Amortization, the maximum amount of Negative Amortization in accordance
with the
Mortgage) and, with respect to any 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 and Negative Amortization provisions of the Mortgage
Note. Additionally, such lender's title insurance policy affirmatively
insures
ingress and egress to and from the Mortgaged Property, and against encroachments
by or upon the Mortgaged Property or any interest therein. The Seller is
the
sole insured of such lender's title insurance policy, 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.
No claims have been made under such lender's title insurance policy, and
no
prior holder of the related Mortgage, including the Seller, has done, by
act or
omission, anything which would impair the coverage of such lender's title
insurance policy;
17. Except
for payment delinquencies of less than thirty (30) days, there is no default,
breach, violation or event of acceleration existing under the Mortgage
or the
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 of acceleration, and the Seller has not waived any default,
breach, violation or event of acceleration. With respect to each second
lien
Mortgage Loan (i) the first lien mortgage loan 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) 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, (iv) 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,
(v) the related first lien does not provide for or permit negative amortization
under such first lien Mortgage Loan, and (vi) 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;
18. 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 lien) affecting the related Mortgaged Property which are or may be
liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
19. All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
20. The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar banking institution which
is
supervised and examined by a federal or state authority, or by a mortgagee
approved as such by the Secretary of HUD;
21.
Principal payments on the Mortgage Loan commenced no more than sixty (60)
days
after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan
bears
interest at the Mortgage Interest Rate. With respect to each Mortgage Loan
which
is not a Negative Amortization Loan, the Mortgage Note is payable on the
first
day of each month in Monthly Payments, which, in the case of a Fixed Rate
Mortgage Loans, are sufficient to fully amortize the original principal
balance
over the original term thereof (other than with respect to a Mortgage Loan
identified on the related Mortgage Loan Schedule as an interest-only Mortgage
Loan during the interest-only period or a Mortgage Loan which is identified
on
the related Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay
interest at the related Mortgage Interest Rate, and, in the case of an
Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and
in any
case, are sufficient to fully amortize the original principal balance over
the
original term thereof (other than with respect to a Mortgage Loan identified
on
the related Mortgage Loan Schedule as an interest-only Mortgage Loan during
the
interest-only period or a Mortgage Loan which is identified on the related
Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay interest
at the
related Mortgage Interest Rate. With respect to each Negative Amortization
Mortgage Loan, the related Mortgage Note requires a Monthly Payment which
is
sufficient during the period following each Payment Adjustment Date, to
fully
amortize the outstanding principal balance as of the first day of such
period
(including any Negative Amortization) over the then remaining term of such
Mortgage Note and to pay interest at the related Mortgage Interest Rate;
provided, that the Monthly Payment shall not increase to an amount that
exceeds
107.5% of the amount of the Monthly Payment that was due immediately prior
to
the Payment Adjustment Date; provided, further, that the payment adjustment
cap
shall not be applicable with respect to the adjustment made to the Monthly
Payment that occurs in a year in which the Mortgage Loan has been outstanding
for a multiple of five (5) years and in any such year the Monthly Payment
shall
be adjusted to fully amortize the Mortgage Loan over the remaining term.
With
respect to each Mortgage Loan identified on the Mortgage Loan Schedule
as an
interest-only Mortgage Loan, the interest-only period is five (5) years
(or such
other 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 and to pay interest at the related Mortgage Interest
Rate. 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
remained unpaid principal balance of the Balloon Mortgage Loan as the Due
Date
of such monthly payment. The Index for each Adjustable Rate Mortgage Loan
is as
set forth on the Mortgage Loan Schedule. No Mortgage Loan is a Convertible
Mortgage Loan. No Balloon Mortgage Loan has an original stated maturity
of less
than seven (7) years;
22. The
origination, servicing and collection practices used with respect to each
Mortgage Note and Mortgage including, without limitation, the establishment,
maintenance and servicing of the Escrow Accounts and Escrow Payments, if
any,
since origination, have been in all respects legal, proper, prudent and
customary in the mortgage origination and servicing industry. The Mortgage
Loan
has been serviced by the Seller and any predecessor servicer in accordance
with
the terms of the Mortgage Note and Accepted Servicing Practices. With respect
to
escrow deposits and Escrow Payments, if any, all such payments are in the
possession of, or under the control of, the Seller and there exist no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments
or
other charges or payments due the Seller have been capitalized under any
Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
Payments are being held by the Seller for any work on a Mortgaged Property
which
has not been completed;
23. As
of the
origination date and to the best knowledge of the Seller as of the related
Closing Date, the Mortgaged Property is free of damage and waste and there
is no
proceeding pending for the total or partial condemnation thereof;
24. The
Mortgage and related Mortgage Note contain 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, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee's sale, and (b) otherwise by judicial foreclosure.
The
Mortgaged Property is not subject to any bankruptcy proceeding or foreclosure
proceeding and the Mortgagor has not filed for protection under applicable
bankruptcy laws. There is no homestead or other exemption 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. The Mortgagor
has not
notified the Seller and the Seller has no knowledge of any relief requested
or
allowed to the Mortgagor under the Servicemembers’ Civil Relief
Act;
25. The
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
in
effect at the time the Mortgage Loan was originated; and the Mortgage Note
and
Mortgage are on forms acceptable to Xxxxxx Xxx and Xxxxxxx
Mac;
26. The
Mortgage Note is not and has not been secured by any collateral except
the lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(x) above;
27. The
Mortgage File contains an appraisal of the related Mortgaged Property which
satisfies the prudent and customary standards generally accepted in the
secondary mortgage market, was on appraisal form 1004 or form 2055 with
an
interior inspection and was made and signed, prior to the 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, whose compensation is not affected by the approval or disapproval
of
the Mortgage Loan and who met the minimum qualifications of Xxxxxx Mae
and
Xxxxxxx
Mac.
Each
appraisal of the Mortgage Loan was made in accordance with the relevant
provisions of the Financial Institutions Reform, Recovery, and Enforcement
Act
of 1989;
28. In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve 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 after default by the Mortgagor;
29. No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b)
paid by
any source other than the Mortgagor or (c) contains any other similar provisions
which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
payment mortgage loan and the Mortgage Loan does not have a shared appreciation
or other contingent interest feature;
30. The
Mortgagor has received all disclosure materials required by applicable
law with
respect to the making of fixed rate mortgage loans in the case of Fixed
Rate
Mortgage Loans, and adjustable rate mortgage loans in the case of Adjustable
Rate Mortgage Loans and rescission materials with respect to Refinanced
Mortgage
Loans;
31. No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of
a
Mortgaged Property;
32. The
Seller has no knowledge of any circumstances or condition with respect
to the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
standing that can reasonably be expected to cause the Mortgage Loan to
be an
unacceptable investment by investors in nonconforming loans, cause the
Mortgage
Loan to be more likely to become delinquent than other similar mortgage
loans,
or adversely affect the value of the Mortgage Loan;
33. No
Mortgage Loan had an LTV or a CLTV at origination in excess of 100%. Except
to
the extent specified on the Mortgage Loan Schedule, no Mortgage Loan is
subject
to a lender paid primary mortgage insurance policy;
34. As
of the
origination date and to the Seller’s best knowledge as of the related Closing
Date, the Mortgaged Property is lawfully occupied under applicable law;
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, have been made or obtained from the appropriate
authorities;
35. No
misrepresentation or fraud or, to the best of Seller’s knowledge, error,
omission, negligence, similar occurrence with respect to a Mortgage Loan
has
taken place on the part of any person, including without limitation the
Mortgagor, any appraiser, any builder or developer, or any other party
involved
in the origination of the Mortgage Loan or in the application of any insurance
in relation to such Mortgage Loan;
36. The
Assignment of Mortgage is in recordable form, except for the name of the
assignee which is blank, and is acceptable for recording under the laws
of the
jurisdiction in which the Mortgaged Property is located;
37. Any
principal advances made to the Mortgagor prior to the Cut-off 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 first or second (as indicated
on
the Mortgage Loan Schedule) lien priority by a title insurance policy,
an
endorsement to the policy insuring the mortgagee's consolidated interest
or by
other title evidence acceptable to Xxxxxx Xxx and Xxxxxxx
Mac.
The
consolidated principal amount does not exceed the original principal amount
of
the Mortgage Loan plus any Negative Amortization;
38. If
the
Residential Dwelling on the Mortgaged Property is a condominium unit or
a unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of the Seller;
39. The
source of the down payment with respect to each Mortgage Loan has been
fully
verified by the Seller;
40. Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
41. To
the
best of Seller’s knowledge, the Mortgaged Property is in material compliance
with all applicable environmental laws pertaining to environmental hazards
including, without limitation, asbestos, and neither the Seller nor, to
the
Seller’s knowledge, the related Mortgagor, has received any notice of any
violation or potential violation of such law;
42. The
Seller shall, at its own expense, cause each Mortgage Loan to be covered
by a
Tax Service Contract which is assignable to the Purchaser or its designee;
provided however, that if the Seller fails to purchase such Tax Service
Contract, the Seller shall be required to reimburse the Purchaser for all
costs
and expenses incurred by the Purchaser in connection with the purchase
of any
such Tax Service Contract;
43. Each
Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
to
the Purchaser or its designee or, for each Mortgage Loan not covered by
such
Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone
Service Contract;
44. No
Mortgage Loan is (a)(1) subject to the provisions of the Homeownership
and
Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an APR or total
points and fees that are equal to or exceeds the HOEPA thresholds (as defined
in
12 CFR 226.32 (a)(1)(i) and (ii)), (b) a “high cost” mortgage loan, “covered”
mortgage loan, “high risk home” mortgage loan, or “predatory” mortgage loan or
any other comparable term, no matter how defined under any federal, state
or
local law, (c) subject to any comparable federal, state or local statutes
or
regulations, or any other comparable statute or regulation providing for
heightened regulatory scrutiny or assignee liability to holders of such
mortgage
loans, or (d) a High Cost Loan or Covered Loan, as applicable (as such
terms are
defined in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix
E);
45. No
deceptive lending practices were employed in connection with the origination
of
the Mortgage Loan;
46. The
debt-to-income ratio of the related Mortgagor was not greater than 60%
at the
origination of the related Mortgage Loan;
47. No
Mortgagor was required to purchase any credit insurance product (e.g.,
life,
mortgage, disability, accident, unemployment 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 insurance policy
(e.g.,
life, mortgage, disability, accident, unemployment or health insurance)
or debt
cancellation agreement in connection with the origination of the Mortgage
Loan.
No proceeds from any Mortgage Loan were used to purchase single premium
credit
insurance policies ) or debt cancellation agreements as part of the origination
of, or as a condition to closing, such Mortgage Loan;
48. The
Mortgage Loans were not selected from the outstanding one- to four-family
mortgage loans in the Seller’s portfolio as to which the representations and
warranties set forth in this Agreement could be made at the related Closing
Date
in a manner so as to affect adversely the interests of the
Purchaser;
49. The
Mortgage contains an enforceable provision for the acceleration of the
payment
of the unpaid principal balance of the Mortgage Loan in the event that
the
Mortgaged Property is sold or transferred without the prior written consent
of
the mortgagee thereunder;
50. The
Mortgage Loan complies with all applicable consumer credit statutes and
regulations, including, without limitation, the respective Uniform Consumer
Credit Code laws in effect in Alabama, Colorado, Idaho, Indiana, Iowa,
Kansas,
Maine, Oklahoma, South Carolina, Utah, West Virginia and Wyoming, has been
originated by a properly licensed entity, and in all other respects, complies
with all of the material requirements of any such applicable laws;
51. The
information set forth in the Mortgage Loan Schedule as to Prepayment Charges
is
complete, true and correct in all material respects and each Prepayment
Charge
is permissible, enforceable and collectable in accordance with its terms
upon
the Mortgagor’s full and voluntary principal payment under applicable law. Each
Prepayment Charge is payable upon the sale of the related Mortgaged Property
or
any other prepayment in full of the related Mortgage Loan (i.e., it is
a “hard
prepayment charge”);
52. The
Mortgage Loan was not prepaid in full prior to the Closing Date and the
Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
53. No
Mortgage Loan is secured by cooperative housing, commercial property or
mixed
use property such that the Mortgaged Property would be considered commercial
rather than residential property by knowledgeable and sophisticated investors
active in the residential secondary mortgage market;
54. Each
Mortgage Loan is eligible for sale in the secondary market or for inclusion
in a
Securitization Transaction without unreasonable credit enhancement;
55. Except
as
set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
are
subject to a Prepayment Charge. For any Mortgage Loan that is subject to
a
Prepayment Charge, such Prepayment Charge does not extend beyond three
(3) years
after the date of origination. With respect to any Mortgage Loan that contains
a
provision permitting imposition of a premium upon a prepayment prior to
maturity: (i) the Mortgagor received, in exchange for such premium, a monetary
benefit, including but not limited to a rate or fee reduction, (ii) prior
to the
Mortgage 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, and (iv) notwithstanding any state
or
federal law to the contrary, the Seller shall not impose such Prepayment
Charge
in any instance when the mortgage debt is accelerated as the result of
the
Mortgagor's default in making the loan payments;
56. The
Seller 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”); to the extent required by
applicable law, the Seller 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 Mortgaged Property, 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;
57. No
Mortgagor was 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;
58. [Reserved];
59. With
respect to each Mortgage Loan, the Seller has, or has caused the Subservicer
to,
fully and accurately furnished complete information (i.e., favorable and
unfavorable) 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, for each
Mortgage
Loan, the Seller will 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;
60. All
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 were disclosed in writing to the related Mortgagor in
accordance with applicable state and federal laws and regulations;
61. [Reserved];
62. With
respect to any Mortgage Loan which is secured by manufactured housing,
if such
Mortgage Loans are permitted hereunder, such Mortgage Loan satisfies the
requirements for inclusion in residential mortgage backed securities
transactions rated by Standard & Poor's Ratings Services and such
manufactured housing is the principal residence of the Mortgagor at the
time of
the origination of the Mortgage Loan;
63. Each
Mortgage Loan constitutes a “qualified mortgage” under
Section 860G(a)(3)(A) of the Code and Treasury Regulation
Section 1.860G-2(a)(1);
64. No
Mortgage Loan is secured by real property or secured by a manufactured
home
located in the state of Georgia unless (x) such Mortgage Loan was originated
prior to October 1, 2002 or after March 6, 2003, or (y) the property securing
the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each
Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all
applicable provisions of the Georgia Act. 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;
65. No
Mortgage Loan is a “High-Cost” loan as defined under the New York Banking Law
Section 6-1, effective as of April 1, 2003;
66. No
Mortgage Loan (a) is secured by property located in the State of New York;
(b)
had an unpaid principal balance at origination of $300,000 or less, and
(c) has
an application date on or after April 1, 2003, the terms of which Mortgage
Loan
equal or exceed either the APR or the points and fees threshold for “high-cost
home loans”, as defined in Section 6-1 of the New York State Banking
Law;
67. No
Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
Protection Act effective July 16, 2003 (Act 1340 or 2003);
68. No
Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
loan statute effective June 24, 2003 (Ky. Rev. Stat.
Section 360.100);
69. No
Mortgage Loan secured by property located in the State of Nevada is a “home
loan” as defined in the Nevada Assembly Xxxx No. 284;
70. No
Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost
Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
et
seq.);
71. No
Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
and
Equity protection Act;
72. No
Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (N.M. Stat. Xxx. §§ 58-21A-1 et
seq.);
73. No
Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
seq.);
74. No
Loan
that is secured by property located within the State of Maine meets the
definition of a (i) “high-rate, high-fee” mortgage loan under Article VIII,
Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan” as
defined under the Maine House Xxxx 383 X.X. 494, effective as of September
13,
2003;
75. Reserved;
76. No
Mortgage Loan is a “High Cost Home Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act, effective November 7,
2004
(Mass. Xxx. Laws Ch. 183C). 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 Massachusetts House Xxxx 4880 (2004)) unless either
(1) (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 2.25% 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 House Xxxx 4880 (2004)) 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, or (2) such Mortgage Loan is in the "borrower's interest,"
as
documented by a "borrower's interest worksheet" for the particular Mortgage
Loan, which worksheet incorporates the factors set forth in Massachusetts
House
Xxxx 4880 (2004) and the regulations promulgated thereunder for determining
"borrower's interest," and otherwise complies in all material respects
with the
laws of the Commonwealth of Massachusetts;
77. No
Loan
is a “High Cost Home Loan” as defined by the Indiana Home Loan Practices Act,
effective January 1, 2005 ( Ind. Code Xxx. §§ 24-9-1 et seq.);
78. [Reserved];
79. The
sale
or transfer of the Mortgage Loan by the Seller complies with all applicable
federal, state, and local laws, rules, and regulations governing such sale
or
transfer, including, without limitation, the Fair and Accurate Credit
Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
amended from time to time, and the Seller has not received any actual or
constructive notice of any identity theft, fraud, or other misrepresentation
in
connection with such Mortgage Loan or any party thereto;
80. With
respect to each MOM Loan, a MIN has been assigned by MERS and such MIN
is
accurately provided on the Mortgage Loan Schedule. The related Assignment
of
Mortgage to MERS has been duly and properly recorded, or has been delivered
for
recording to the applicable recording office;
81. With
respect to each MOM Loan, Seller 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;
82. With
respect to each second lien Mortgage Loan, 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; and
83. No
Mortgagor agreed to submit to arbitration to resolve any dispute arising
out of
or relating in any way to the Mortgage Loan transaction. No Mortgage Loan
is
subject to any mandatory arbitration.
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated August 17, 2006, (“Agreement”)
among
Greenwich Capital Financial Products, Inc. (“Assignor”),
Financial Asset Securities Corp. (“Assignee”)
and
First NLC Financial Services, LLC (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:
Assignment
and Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the
Assignee
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) that certain Master Mortgage Loan Purchase and Interim Servicing
Agreement
dated as of June 1, 2006, as amended (the “Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, solely insofar as the Purchase Agreement relates
to the
Mortgage Loans.
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.
Recognition
of the Company
2. 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
Soundview Home Loan Trust 2006-3 (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of August
1,
2006 (the “Pooling
Agreement”),
among
the Assignee, the Assignor, Deutsche Bank National Trust Company, as
trustee
(including its successors in interest and any successor trustees under
the
Pooling Agreement, the “Trustee”),
Xxxxx
Fargo Bank, N.A., as master servicer, servicer and trust administrator
(including its successors in interest and any successor servicer, master
servicer or trust administrator under the Pooling Agreement, the “Servicer”).
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
Company shall look solely to the Trust for performance of any obligations
of the
Assignor insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Mortgage Loans, (iii) the
Trust (including the Trustee 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
(iv) 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 and the Servicer acting on the Trust’s behalf). Neither
the Company nor the Assignor shall amend or agree to amend, modify, waiver,
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.
Representations
and Warranties of the Company
3. 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; 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.
4. Pursuant
to Section 12 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 7.01 and 7.02 of
the
Purchase Agreement, are true and correct as of the date hereof as if
such
representations and warranties were made on the date hereof, except that
the
representation and warranty set forth in Section 7.02(a) shall, for
purposes of this Agreement, relate to the Mortgage Loan Schedule attached
hereto.
5. The
Assignor hereby makes the following representations, warranties and covenants
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 and/or usury lending laws;
(b) None
of
the mortgage loans are High Cost as defined by any applicable predatory
and
abusive lending laws; and
(c) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as
such
terms are defined in the then current Standard & Poor’s LEVELS Glossary,
Appendix E).
Remedies
for Breach of Representations and Warranties
6. The
Company hereby acknowledges and agrees that the remedies available to
the
Assignor, the Assignee and the Trust (including the Trustee and the Servicer
acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections
3 and 4
hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
as if they were set forth herein (including without limitation the repurchase
and indemnity obligations set forth therein).
Miscellaneous
7. 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.
8. 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.
9. This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee and the 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.
10. 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.
11. 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.
12. 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.
13. 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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GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.
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By:
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Name:
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Title:
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FINANCIAL
ASSET SECURITIES CORP.
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By:
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Name:
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Title:
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FIRST
NLC FINANCIAL SERVICES, LLC
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By:
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Name:
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Title:
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EXHIBIT
A
MORTGAGE
LOAN SCHEDULE
SCHEDULE
I
Capitalized
terms used in this Schedule I but not defined in this Agreement shall have the
meanings given to such terms in the Purchase Agreement.
1. The
information set forth in the related Mortgage Loan Schedule is complete,
true
and correct;
2. The
Mortgage Loan is in compliance with all requirements set forth in the
related
Confirmation, and the characteristics of the related Mortgage Loan Package
as
set forth in the related Confirmation are true and correct; provided,
however,
that in the event of any conflict between the terms of any Confirmation
and this
Agreement, the terms of this Agreement shall control;
3. All
payments required to be made up to the close of business on the Closing
Date for
such Mortgage Loan under the terms of the Mortgage Note have been made;
the
Seller has not advanced funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required
by the
Mortgage Note or Mortgage; no Mortgage Loan is thirty (30) or more days
delinquent as of the Closing Date and there has been no delinquency,
exclusive
of any period of grace, in any payment by the Mortgagor thereunder since
the
origination of the Mortgage Loan;
4. There
are
no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable
in future
installments or other outstanding charges affecting the related Mortgaged
Property;
5. The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived,
altered or
modified in any respect, except by written instruments, recorded in the
applicable public recording office if necessary to maintain the lien
priority of
the Mortgage, and which have been delivered to the Custodian; the substance
of
any such waiver, alteration or modification has been approved by the
title
insurer, to the extent required by the related policy, and is reflected
on the
related Mortgage Loan Schedule. No instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been released, in
whole or
in part, except in connection with an assumption agreement approved by
the
title
insurer, to the extent required by the policy, and which assumption agreement
has been delivered to the Custodian and the terms of which are reflected
in the
related Mortgage Loan Schedule;
6. The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor
will the
operation of any of the terms of the Mortgage Note and the Mortgage,
or the
exercise of any right thereunder, render the 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.
Each
Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
enforceable and collectible under applicable federal, state and local
law;
7. All
buildings upon the Mortgaged Property are insured by a Qualified Insurer
acceptable to Xxxxxx Xxx and Xxxxxxx
Mac
against
loss by fire, hazards of extended coverage and such other hazards as
are
customary in the area where the Mortgaged Property is located, pursuant
to
insurance policies providing coverage in an amount not less than the
greatest of
(i) 100% of the replacement cost of all improvements to the Mortgaged
Property,
(ii) either (A) the outstanding principal balance of the Mortgage Loan
with
respect to each first lien Mortgage Loan or (B) with respect to each
second lien
Mortgage Loan, the sum of the outstanding principal balance of the related
first
lien mortgage loan and the outstanding principal balance of the second
lien
Mortgage Loan, or (iii) the amount necessary to avoid the operation of
any
co-insurance provisions with respect to the Mortgaged Property, and consistent
with the amount that would have been required as of the date of origination
in
accordance with the Underwriting Guidelines. All such insurance policies
contain
a standard mortgagee clause naming the Seller, its successors and assigns
as
mortgagee and all premiums thereon have been paid. If the Mortgaged Property
is
in an area identified on a Flood Hazard Map or Flood Insurance Rate Map
issued
by the Federal Emergency Management Agency as having special flood hazards
(and
such flood insurance has been made available) a flood insurance policy
meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to standards generally
acceptable in the secondary mortgage market. The Mortgage obligates the
Mortgagor thereunder to maintain all such insurance at the Mortgagor's
cost and
expense, and on the Mortgagor's failure to do so, authorizes the holder
of the
Mortgage to maintain such insurance at Mortgagor's cost and expense and
to seek
reimbursement therefore from the Mortgagor;
8. Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures,
predatory and abusive lending, fair lending, consumer credit protection,
equal
credit opportunity, fair housing or disclosure laws applicable to the
origination and servicing of mortgage loans of a type similar to the
Mortgage
Loans and applicable to any prepayment penalty associated with the Mortgage
Loans at origination have been complied with;
9. The
Mortgage has not been satisfied, cancelled, subordinated or rescinded,
in whole
or in part, 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 satisfaction, cancellation, subordination, rescission
or
release;
10. The
Mortgage (including any Negative Amortization which may arise thereunder)
is a
valid, existing and enforceable (A) first lien and first priority security
interest with respect to each Mortgage Loan which is indicated by the
Seller 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 Seller to be a second lien (as reflected on the Mortgage
Loan Schedule), in either case, on the Mortgaged Property, including
all
improvements on the Mortgaged Property subject only to (a) the lien of
current
real property taxes and assessments not yet due and payable, (b) covenants,
conditions and restrictions, rights of way, easements and other matters
of the
public record as of the date of recording being acceptable to mortgage
lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and
which do
not adversely affect the Appraised Value of the Mortgaged Property, (c)
with
respect to each Mortgage Loan which is indicated by the Seller to be
a second
lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a first
lien on
the Mortgaged Property; and (d) 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. Any security agreement,
chattel
mortgage or equivalent document related to and delivered in connection
with the
Mortgage Loan establishes and creates a valid, existing and enforceable
first or
second lien and first or second priority security interest (in each case,
as
indicated on the Mortgage Loan Schedule) on the property described therein
and
the Seller has full right to sell and assign the same to the Purchaser.
The
Mortgaged Property was not, as of the date of origination of the Mortgage
Loan,
subject to a mortgage, deed of trust, deed to secure debt or other security
instrument creating a lien subordinate to the lien of the Mortgage;
11. The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance
with its
terms;
12. All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person;
13. The
proceeds of the Mortgage Loan have been fully disbursed to or for the
account of
the Mortgagor and there is no obligation for the Mortgagee to advance
additional
funds thereunder and any and all requirements as to completion of any
on-site or
off-site improvement and as to disbursements of any escrow funds therefore
have
been complied with. All costs, fees and expenses incurred in making or
closing
the Mortgage Loan and the recording of the Mortgage have been paid, and
the
Mortgagor is not entitled to any refund of any amounts paid or due to
the
Mortgagee pursuant to the Mortgage Note or Mortgage;
14. The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage and has 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;
15. All
parties which have had any interest in the Mortgage Loan, whether as
mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held
and disposed of such interest, were) in compliance with any and all applicable
“doing business” and licensing requirements of the laws of the state wherein the
Mortgaged Property is located;
16. The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
title insurance policy (which, in the case of an Adjustable Rate Mortgage
Loan
has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or
6.1)
which policy conforms to the standards generally acceptable in the secondary
mortgage market, issued by a title insurer generally acceptable in the
secondary
mortgage market and qualified to do business in the jurisdiction where
the
Mortgaged Property is located, insuring (subject to the exceptions contained
in
(x)(a) and (b), and with respect to any second lien Mortgage Loan (c),
above)
the Seller, its successors and assigns as to the first or second priority
lien
(as indicated on the Mortgage Loan Schedule) of the Mortgage in the original
principal amount of the Mortgage Loan (including, if the Mortgage Loan
provides
for Negative Amortization, the maximum amount of Negative Amortization
in
accordance with the Mortgage) and, with respect to any 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 and Negative Amortization
provisions of the Mortgage Note. Additionally, such lender's title insurance
policy affirmatively insures ingress and egress to and from the Mortgaged
Property, and against encroachments by or upon the Mortgaged Property
or any
interest therein. The Seller is the sole insured of such lender's title
insurance policy, 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. No claims have been made
under such
lender's title insurance policy, and no prior holder of the related Mortgage,
including the Seller, has done, by act or omission, anything which would
impair
the coverage of such lender's title insurance policy;
17. There
is
no default, breach, violation or event of acceleration existing under
the
Mortgage or the 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 of acceleration, and the Seller has
not
waived any default, breach, violation or event of acceleration. With
respect to
each second lien Mortgage Loan (i) the first lien mortgage loan 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) 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, (iv) 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, (v) the related first lien does not provide for or permit
negative amortization under such first lien Mortgage Loan, and (vi) 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;
18. 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 lien) affecting the related Mortgaged Property which are or may
be liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
19. All
improvements which were considered in determining the Appraised Value
of the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
20. The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar banking institution which
is
supervised and examined by a federal or state authority, or by a mortgagee
approved as such by the Secretary of HUD;
21.
Principal payments on the Mortgage Loan commenced no more than sixty
(60) days
after the proceeds of the Mortgage Loan were disbursed. The Mortgage
Loan bears
interest at the Mortgage Interest Rate. With respect to each Mortgage
Loan which
is not a Negative Amortization Loan, the Mortgage Note is payable on
the first
day of each month in Monthly Payments, which, in the case of a Fixed
Rate
Mortgage Loan, are sufficient to fully amortize the original principal
balance
over the original term thereof (other than with respect to a Mortgage
Loan
identified on the related Mortgage Loan Schedule as an interest-only
Mortgage
Loan during the interest-only period or a Mortgage Loan which is identified
on
the related Mortgage Loan Schedule as a Balloon Mortgage Loan) and to
pay
interest at the related Mortgage Interest Rate, and, in the case of an
Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and
in any
case, are sufficient to fully amortize the original principal balance
over the
original term thereof (other than with respect to a Mortgage Loan identified
on
the related Mortgage Loan Schedule as an interest-only Mortgage Loan
during the
interest-only period or a Mortgage Loan which is identified on the related
Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay interest
at the
related Mortgage Interest Rate. With respect to each Negative Amortization
Mortgage Loan, the related Mortgage Note requires a Monthly Payment which
is
sufficient during the period following each Payment Adjustment Date,
to fully
amortize the outstanding principal balance as of the first day of such
period
(including any Negative Amortization) over the then remaining term of
such
Mortgage Note and to pay interest at the related Mortgage Interest Rate;
provided, that the Monthly Payment shall not increase to an amount that
exceeds
107.5% of the amount of the Monthly Payment that was due immediately
prior to
the Payment Adjustment Date; provided, further, that the payment adjustment
cap
shall not be applicable with respect to the adjustment made to the Monthly
Payment that occurs in a year in which the Mortgage Loan has been outstanding
for a multiple of five (5) years and in any such year the Monthly Payment
shall
be adjusted to fully amortize the Mortgage Loan over the remaining term.
With
respect to each Mortgage Loan identified on the Mortgage Loan Schedule
as an
interest-only Mortgage Loan, the interest-only period shall not exceed
ten (10)
years (or such other 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 and to pay interest at the
related
Mortgage Interest Rate. 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. The Index for each Adjustable Rate
Mortgage
Loan is as set forth on the Mortgage Loan Schedule. No Mortgage Loan
is a
Convertible Mortgage Loan. No Balloon Mortgage Loan has an original stated
maturity of less than seven (7) years;
22. The
origination, servicing and collection practices used with respect to
each
Mortgage Note and Mortgage including, without limitation, the establishment,
maintenance and servicing of the Escrow Accounts and Escrow Payments,
if any,
since origination, have been in all respects legal, proper, prudent and
customary in the mortgage origination and servicing industry. The Mortgage
Loan
has been serviced by the Seller and any predecessor servicer in accordance
with
the terms of the Mortgage Note and Accepted Servicing Practices. With
respect to
escrow deposits and Escrow Payments, if any, all such payments are in
the
possession of, or under the control of, the Seller and there exist no
deficiencies in connection therewith for which customary arrangements
for
repayment thereof have not been made. No escrow deposits or Escrow Payments
or
other charges or payments due the Seller have been capitalized under
any
Mortgage or the related Mortgage Note and no such escrow deposits or
Escrow
Payments are being held by the Seller for any work on a Mortgaged Property
which
has not been completed;
23. The
Mortgaged Property is free of damage and waste and there is no proceeding
pending for the total or partial condemnation thereof;
24. The
Mortgage and related Mortgage Note contain 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, including, (a) in the case of a Mortgage designated
as a deed
of trust, by trustee's sale, and (b) otherwise by judicial foreclosure.
The
Mortgaged Property has not been subject to any bankruptcy proceeding
or
foreclosure proceeding and the Mortgagor has not filed for protection
under
applicable bankruptcy laws. There is no homestead or other exemption
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.
The
Mortgagor has not notified the Seller and the Seller has no knowledge
of any
relief requested or allowed to the Mortgagor under the Servicemembers’ Civil
Relief Act;
25. The
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
in
effect at the time the Mortgage Loan was originated which underwriting
standards
are generally acceptable in the secondary mortgage market; and the Mortgage
Note
and Mortgage are on forms generally acceptable in the secondary mortgage
market;
26. The
Mortgage Note is not and has not been secured by any collateral except
the lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(x) above;
27. The
Mortgage File contains an appraisal of the related Mortgaged Property
which
satisfied the standards generally acceptable in the secondary mortgage
market,
was on appraisal form 1004 or form 2055 with an interior inspection and
was made
and signed, prior to the approval of the Mortgage Loan application, by
a
qualified appraiser, duly appointed by the Seller, who had no interest,
direct
or indirect in the Mortgaged Property or in any loan made on the security
thereof, whose compensation is not affected by the approval or disapproval
of
the Mortgage Loan and who met the standards generally acceptable in the
secondary mortgage market. Each appraisal of the Mortgage Loan was made
in
accordance with the relevant provisions of the Financial Institutions
Reform,
Recovery, and Enforcement Act of 1989;
28. In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve 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 after default by the Mortgagor;
29. No
Mortgage Loan contains provisions pursuant to which Monthly Payments
are (a)
paid or partially paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b)
paid by
any source other than the Mortgagor or (c) contains any other similar
provisions
which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
payment mortgage loan and the Mortgage Loan does not have a shared appreciation
or other contingent interest feature;
30. The
Mortgagor has executed a statement to the effect that the Mortgagor has
received
all disclosure materials required by applicable law with respect to the
making
of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans,
and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage
Loans and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File;
31. No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange
of a
Mortgaged Property;
32. The
Seller has no knowledge of any circumstances or condition with respect
to the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
standing that can reasonably be expected to cause the Mortgage Loan to
be an
unacceptable investment, cause the Mortgage Loan to become delinquent,
or
adversely affect the value of the Mortgage Loan;
33. No
Mortgage Loan had an LTV or a CLTV at origination in excess of 100%.
No Mortgage
Loan is subject to a lender paid primary mortgage insurance policy;
34. The
Mortgaged Property is lawfully occupied under applicable law; 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,
have been made or obtained from the appropriate authorities;
35. No
error,
omission, misrepresentation, negligence, fraud or similar occurrence
with
respect to a Mortgage Loan has taken place on the part of any person,
including
without limitation the Mortgagor, any appraiser, or to the best of Seller’s
knowledge, any builder or developer, or any other party involved in the
origination of the Mortgage Loan or in the application of any insurance
in
relation to such Mortgage Loan;
36. The
Assignment of Mortgage is in recordable form, except for the name of
the
assignee which is blank, and is acceptable for recording under the laws
of the
jurisdiction in which the Mortgaged Property is located;
37. Any
principal advances made to the Mortgagor prior to the Cut-off 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 first or second (as indicated
on
the Mortgage Loan Schedule) lien priority by a title insurance policy,
an
endorsement to the policy insuring the mortgagee's consolidated interest
or by
other title evidence generally acceptable in the secondary mortgage market.
The
consolidated principal amount does not exceed the original principal
amount of
the Mortgage Loan plus any Negative Amortization;
38. If
the
Residential Dwelling on the Mortgaged Property is a condominium unit
or a unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements that are generally acceptable in the secondary mortgage
market;
39. The
source of the down payment with respect to each Mortgage Loan has been
fully
verified by the Seller;
40. Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
41. The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law;
42. The
Seller shall, at its own expense, cause each Mortgage Loan to be covered
by a
Tax Service Contract which is assignable to the Purchaser or its designee;
provided however, that if the Seller fails to purchase such Tax Service
Contract, the Seller shall be required to reimburse the Purchaser for
all costs
and expenses incurred by the Purchaser in connection with the purchase
of any
such Tax Service Contract;
43. Each
Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
to
the Purchaser or its designee or, for each Mortgage Loan not covered
by such
Flood Zone Service Contract, the Seller agrees to purchase such Flood
Zone
Service Contract;
44. No
Mortgage Loan is (a)(1) subject to the provisions of the Homeownership
and
Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an “annual
percentage rate” or “total points and fees” (as each such term is defined under
HOEPA) payable by the Mortgagor that equal or exceed the applicable thresholds
defined under HOEPA (as defined in 12 CFR 226.32 (a)(1)(i) and (ii)),
(b) a
“high cost” mortgage loan, “covered” mortgage loan, “high risk home” mortgage
loan, or “predatory” mortgage loan or any other comparable term, no matter how
defined under any federal, state or local law, (c) subject to any comparable
federal, state or local statutes or regulations, or any other statute
or
regulation providing for heightened regulatory scrutiny or assignee liability
to
holders of such mortgage loans, or (d) a High Cost Loan or Covered Loan,
as
applicable (as such terms are defined in the current Standard & Poor’s
LEVELS® Glossary Revised, Appendix E);
45. No
predatory, abusive, or deceptive lending practices, including but not
limited
to, the extension of credit to a Mortgagor without regard for the Mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
which has no apparent benefit to the Mortgagor, were employed in connection
with
the origination of the Mortgage Loan;
46. The
debt-to-income ratio of the related Mortgagor was not greater than 60%
at the
origination of the related Mortgage Loan;
47. No
Mortgagor was required to purchase any credit insurance product (e.g.,
life,
mortgage, disability, accident, unemployment 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 insurance policy
(e.g.,
life, mortgage, disability, accident, unemployment or health insurance
product)
or debt cancellation agreement in connection with the origination of
the
Mortgage Loan. No proceeds from any Mortgage Loan were used to purchase
single
premium credit insurance policies or debt cancellation agreements as
part of the
origination of, or as a condition to closing, such Mortgage Loan;
48. The
Mortgage Loans were not selected from the outstanding one- to four-family
mortgage loans in the Seller’s portfolio as to which the representations and
warranties set forth in this Agreement could be made at the related Closing
Date
in a manner so as to affect adversely the interests of the
Purchaser;
49. The
Mortgage contains an enforceable provision for the acceleration of the
payment
of the unpaid principal balance of the Mortgage Loan in the event that
the
Mortgaged Property is sold or transferred without the prior written consent
of
the mortgagee thereunder;
50. The
Mortgage Loan complies with all applicable consumer credit statutes and
regulations, including, without limitation, the respective Uniform Consumer
Credit Code laws in effect in Alabama, Colorado, Idaho, Indiana, Iowa,
Kansas,
Maine, Oklahoma, South Carolina, Utah, West Virginia and Wyoming, has
been
originated by a properly licensed entity, and in all other respects,
complies
with all of the material requirements of any such applicable laws;
51. The
information set forth in the Mortgage Loan Schedule as to Prepayment
Charges is
complete, true and correct in all material respects and each Prepayment
Charge
is permissible, enforceable and collectable in accordance with its terms
upon
the Mortgagor’s full and voluntary principal payment under applicable
law;
52. The
Mortgage Loan was not prepaid in full prior to the Closing Date and the
Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
53. No
Mortgage Loan is secured by cooperative housing, commercial property
or mixed
use property;
54. Each
Mortgage Loan is eligible for sale in the secondary market or for inclusion
in a
Securitization Transaction without unreasonable credit enhancement;
55. Except
as
set forth on the related Mortgage Loan Schedule, none of the Mortgage
Loans are
subject to a Prepayment Charge. With respect to any Mortgage Loan that
contains
a provision permitting imposition of a premium upon a prepayment prior
to
maturity: (a) the Mortgage Loan provides some benefit to the Mortgagor
(e.g. a
rate or fee reduction) in exchange for accepting such Prepayment Charge;
(b) the
Mortgage Loan’s originator had a written policy of offering the Mortgagor, or
requiring third-party brokers to offer the Mortgagor, the option of obtaining
a
Mortgage Loan that did not require payment of such a Prepayment Charge;
(c) the
Prepayment Charge was adequately disclosed to the Mortgagor pursuant
to
applicable state and federal law; (d) the duration of the Prepayment
Charge
shall not exceed three (3) years from the date of the Mortgage Note;
and (e)
such Prepayment Charge shall not be imposed in any instance where the
Mortgage
Loan is accelerated or paid off in connection with the workout of a delinquent
Mortgage or due to the Mortgagor’s default, notwithstanding that the terms of
the Mortgage Loan or state or federal law might permit the imposition
of such
Prepayment Charge;
56. The
Seller has complied with all applicable anti-money laundering laws and
regulations, including without limitation the Bank Secrecy Act, as amended
by
the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”);
the Seller 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 Mortgaged Property, and maintains, and will maintain,
sufficient
information to identify and verify the identification of 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 “specially designated national or blocked person” for purposes of
the OFAC Regulations;
57. The
Mortgagor was not 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, taking into account such facts
as,
without limitation, the Mortgage Loan’s requirements and the Mortgagor’s credit
history, income, assets and liabilities. 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. With respect to any Mortgage Loan, the Mortgagor
was
assigned the highest credit grade available with respect to a mortgage
loan
product offered by such Mortgage Loan’s originator, based on a comprehensive
assessment of risk factors, including the Mortgagor’s credit
history;
58. The
methodology used in underwriting the extension of credit for each Mortgage
Loan
did not rely on the extent of the Mortgagor’s equity in the collateral as the
principal determining factor in approving such extension of credit. The
methodology employed objective criteria that related such facts as, without
limitation, the Mortgagor’s credit history, income, assets or liabilities, to
the proposed mortgage payment and, based on such methodology, the Mortgage
Loan’s originator made a reasonable determination that at the time of
origination the Mortgagor had the ability to make timely payments on
the
Mortgage Loan;
59. With
respect to each Mortgage Loan, the Seller has fully and accurately furnished
complete information (i.e., favorable and unfavorable) 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, for each Mortgage Loan, the Seller will 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;
60. [Reserved];
61. The
Seller will transmit full-file credit reporting data for each Mortgage
Loan
pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage
Loan,
Seller 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;
62. With
respect to any Mortgage Loan which is secured by manufactured housing,
if such
Mortgage Loans are permitted hereunder, such Mortgage Loan satisfies
the
requirements for inclusion in residential mortgage backed securities
transactions rated by Standard & Poor's Ratings Services and such
manufactured housing will be the principal residence of the Mortgagor
upon the
origination of the Mortgage Loan. With respect to any second lien Mortgage
Loan,
such lien is on a one- to four-family residence that is (or will be)
the
principal residence of the Mortgagor upon the origination of the second
lien
Mortgage Loan;
63. Each
Mortgage Loan constitutes a “qualified mortgage” under
Section 860G(a)(3)(A) of the Code and Treasury Regulation
Section 1.860G-2(a)(1);
64. No
Mortgage Loan is secured by real property or secured by a manufactured
home
located in the state of Georgia unless (x) such Mortgage Loan was originated
prior to October 1, 2002 or after March 6, 2003, or (y) the property
securing
the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each
Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all
applicable provisions of the Georgia Act. 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;
65. No
Mortgage Loan is a “High-Cost” loan as defined under the New York Banking Law
Section 6-1, effective as of April 1, 2003;
66. No
Mortgage Loan (a) is secured by property located in the State of New
York; (b)
had an unpaid principal balance at origination of $300,000 or less, and
(c) has
an application date on or after April 1, 2003, the terms of which Mortgage
Loan
equal or exceed either the APR or the points and fees threshold for “high-cost
home loans”, as defined in Section 6-1 of the New York State Banking
Law;
67. No
Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
Protection Act effective July 16, 2003 (Act 1340 or 2003);
68. No
Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
loan statute effective June 24, 2003 (Ky. Rev. Stat.
Section 360.100);
69. No
Mortgage Loan secured by property located in the State of Nevada is a
“home
loan” as defined in the Nevada Assembly Xxxx No. 284;
70. No
Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a
“High-Cost
Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
et
seq.);
71. No
Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
and
Equity protection Act;
72. No
Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (N.M. Stat. Xxx. §§ 58-21A-1 et
seq.);
73. No
Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
seq.);
74. No
Loan
that is secured by property located within the State of Maine meets the
definition of a (i) “high-rate, high-fee” mortgage loan under Article VIII,
Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan” as
defined under the Maine House Xxxx 383 X.X. 494, effective as of September
13,
2003;
75. With
respect to any Loan for which a mortgage loan application was submitted
by the
Mortgagor after April 1, 2004, no such Loan secured by Mortgaged Property
in the
State of Illinois which has a Loan Interest Rate in excess of 8.0% per
annum has
lender-imposed fees (or other charges) in excess of 3.0% of the original
principal balance of the Loan;
76. No
Mortgage Loan is a “High Cost Home Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act, effective November 7,
2004
(Mass. Xxx. Laws Ch. 183C). 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 Massachusetts House Xxxx 4880 (2004)) unless either
(1) (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 2.25% 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 House Xxxx 4880 (2004)) 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, or (2) such Mortgage Loan is in the "borrower's interest,"
as
documented by a "borrower's interest worksheet" for the particular Mortgage
Loan, which worksheet incorporates the factors set forth in Massachusetts
House
Xxxx 4880 (2004) and the regulations promulgated thereunder for determining
"borrower's interest," and otherwise complies in all material respects
with the
laws of the Commonwealth of Massachusetts;
77. No
Loan
is a “High Cost Home Loan” as defined by the Indiana Home Loan Practices Act,
effective January 1, 2005 ( Ind. Code Xxx. §§ 24-9-1 et seq.);
78. The
Mortgagee 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;
79. The
sale
or transfer of the Mortgage Loan by the Seller complies with all applicable
federal, state, and local laws, rules, and regulations governing such
sale or
transfer, including, without limitation, the Fair and Accurate Credit
Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
amended from time to time, and the Seller has not received any actual
or
constructive notice of any identity theft, fraud, or other misrepresentation
in
connection with such Mortgage Loan or any party thereto;
80. With
respect to each MOM Loan, a MIN has been assigned by MERS and such MIN
is
accurately provided on the Mortgage Loan Schedule. The related Assignment
of
Mortgage to MERS has been duly and properly recorded, or has been delivered
for
recording to the applicable recording office;
81. With
respect to each MOM Loan, Seller 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;
82. With
respect to each second lien Mortgage Loan, 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; and
83. No
Mortgagor agreed to submit to arbitration to resolve any dispute arising
out of
or relating in any way to the Mortgage Loan transaction. No Mortgage
Loan is
subject to any mandatory arbitration.
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated August 17, 2006, (“Agreement”)
among
Greenwich Capital Financial Products, Inc. (“Assignor”),
Financial Asset Securities Corp. (“Assignee”)
and
Meritage Mortgage Corp. (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:
Assignment
and Conveyance
1. 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 Mortgage Loan Purchase
and
Interim Servicing Agreement dated as of May 1, 2003 as amended (the
“Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, 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. Notwithstanding the foregoing,
however,
such assignment shall not include any Servicing Rights with respect
to the
Mortgage Loans.
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.
Recognition
of the Company
2. 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
Soundview Home Loan Trust 2006-3 (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of
August 1,
2006 (the “Pooling
Agreement”),
among
the Assignee, the Assignor, Deutsche Bank National Trust Company, as
trustee
(including its successors in interest and any successor trustees under
the
Pooling Agreement, the “Trustee”),
Xxxxx
Fargo Bank, N.A., as master servicer, servicer and trust administrator
(including its successors in interest and any successor servicer, master
servicer or trust administrator under the Pooling Agreement, the “Servicer”).
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
Company shall look solely to the Trust for performance of any obligations
of the
Assignor insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Mortgage Loans, (iii) the
Trust (including the Trustee 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
(iv) 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 and the Servicer acting on the Trust’s behalf). Neither
the Company nor the Assignor shall amend or agree to amend, modify,
waiver, 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.
Representations
and Warranties of the Company
3. 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; 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.
4. Pursuant
to Section 12 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 Section 7.01 of the Purchase
Agreement and in Section 7.02 of the Purchase Agreement (except for
the
representations and warranties contained in Section 7.02 (a), (b),
(c), (d),
(e), (h) (as to servicing only), (i), (n), (o), (q), (r), (w), (x)
(but only as
to the second and third sentences of (x)), (ff), (gg), (oo), (pp),
(qq), (zz),
and (ddd), as to which no representation or warranty is being made
on the date
hereof) are true and correct as of the date hereof as if such representations
and warranties were made on the date hereof.
5. The
Assignor hereby makes the following representations, warranties and
covenants as
of the date hereof:
(a) The
Assignor hereby represents and warrants that to the best of the Assignor’s
knowledge, nothing has occurred in the period of time from the servicing
transfer date to the date hereof which would cause such representation
and
warranties contained in Section 7.02 (a), (b), (c), (d), (e), (h) (as
to
servicing only), (i), (n), (o), (q), (r), (w), (x) (but only as to
the second
and third sentences of (x)), (ff), (gg), (oo), (pp), (qq), (zz), and
(ddd) of
the Purchase Agreement, to be untrue in any material respect as of
the date
hereof.;
(b) 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;
(c) None
of
the mortgage loans are High Cost as defined by any applicable predatory
and
abusive and/or usury lending laws;
(d) No
Mortgage Loan is a high cost loan or a covered loan, as applicable
(as such
terms are defined in Standard & Poor’s LEVELS Version 5.B Glossary Revised,
Appendix E); and
(e) No
loan
originated on or after October 1, 2002 through March 6, 2003 is governed
by the
Georgia Fair Lending Act.
Remedies
for Breach of Representations and Warranties
6. The
Company hereby acknowledges and agrees that the remedies available
to the
Assignor, the Assignee and the Trust (including the Trustee and each
of the
Servicers acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections
3 and 4
hereof shall be as set forth in Subsection 7.03 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 and the Servicers acting
on the
Trust’s behalf) in connection with any breach of the representations and
warranties made by the Assignor set forth in Section 5 hereof shall
be as set
forth in Section 2.03 of the Pooling Agreement as if they were set
forth
herein.
Miscellaneous
7. 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.
8. 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.
9. This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee and each of
the
Servicers 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.
10. 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.
11. 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.
12. 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.
13. 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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GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.
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By:
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Name:
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Title:
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FINANCIAL
ASSET SECURITIES CORP.
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By:
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Name:
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Title:
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MERITAGE
MORTGAGE CORP.
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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
I
Capitalized
terms used in this Schedule I but not defined in this Agreement shall
have the
meanings given to such terms in the Purchase Agreement.
1. The
information set forth in the related Mortgage Loan Schedule is complete,
true
and correct;
2. The
Mortgage Loan is in compliance with all requirements set forth in the
Seller’s
Underwriting Guides and the characteristics of the related Mortgage
Loan Package
as set forth in the related Confirmation are true and correct, provided,
however, that in the event of any conflict between the terms of any
Confirmation
and this agreement, the terms of this agreement shall control;
3. All
payments required to be made up to the close of business on the Closing
Date for
such Mortgage Loan under the terms of the Mortgage Note have been made;
the
Seller has not advanced funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required
by the
Mortgage Note or Mortgage; and there has been no delinquency, exclusive
of any
period of grace, in any payment by the Mortgagor thereunder since the
origination of the Mortgage Loan;
4. There
are
no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable
in future
installments or other outstanding charges affecting the related Mortgaged
Property;
5. The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived,
altered or
modified in any respect, except by written instruments, recorded in
the
applicable public recording office if necessary to maintain the lien
priority of
the Mortgage, and which have been delivered to the Custodian; the substance
of
any such waiver, alteration or modification has been approved by the
title
insurer, to the extent required by the related policy, and is reflected
on the
related Mortgage Loan Schedule. No instrument of waiver, alteration
or
modification has been executed, and no Mortgagor has been released,
in whole or
in part, except in connection with an assumption agreement approved
by the title
insurer, to the extent required by the policy, and which assumption
agreement
has been delivered to the Custodian and the terms of which are reflected
in the
related Mortgage Loan Schedule;
6. The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor
will the
operation of any of the terms of the Mortgage Note and the Mortgage,
or the
exercise of any right thereunder, render the 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.
Each
Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
enforceable and collectible under applicable federal, state and local
law;
7. All
buildings upon the Mortgaged Property are insured by an insurer acceptable
to
FNMA or FHLMC against loss by fire, hazards of extended coverage and
such other
hazards as are customary in the area where the Mortgaged Property is
located,
pursuant to insurance policies conforming to the requirements of the
Servicing
Addendum. All such insurance policies contain a standard mortgagee
clause naming
the Seller, its successors and assigns as mortgagee and all premiums
thereon
have been paid. If the Mortgaged Property is in an area identified
on a Flood
Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
Management Agency as having special flood hazards (and such flood insurance
has
been made available) a flood insurance policy meeting the requirements
of the
current guidelines of the Federal Insurance Administration is in effect
which
policy conforms to the requirements of FNMA or FHLMC. The Mortgage
obligates the
Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost and
expense, and on the Mortgagor’s failure to do so, authorizes the holder of the
Mortgage to maintain such insurance at Mortgagor’s cost and expense and to seek
reimbursement therefor from the Mortgagor;
8. Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth-in-lending, all applicable predatory and abusive
lending, real estate settlement procedures, consumer credit protection,
equal
credit opportunity or disclosure laws applicable to the origination
and
servicing of such Mortgage Loan have been complied with, the consummation
of the
transactions contemplated hereby will not involve the violation of
any such laws
or regulations, and the Seller shall maintain or shall cause its agent
to
maintain in its possession, available for the inspection of the Purchaser,
and
shall deliver to the Purchaser, upon two Business Days’ request, evidence of
compliance with all such requirements;
9. The
Mortgage has not been satisfied, cancelled, subordinated or rescinded,
in whole
or in part, 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 satisfaction, cancellation, subordination, rescission
or
release. With
respect to each Second Lien Mortgage Loan (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 or the related mortgage note, (iii)
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 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;
10. The
Mortgage is a valid, existing and enforceable first or second lien
on the
Mortgaged Property, including all improvements on the Mortgaged Property
subject
only to (a) the lien of current real property taxes and assessments
not yet due
and payable, (b) covenants, conditions and restrictions, rights of
way,
easements and other matters of the public record as of the date of
recording
being acceptable to mortgage lending institutions generally and specifically
referred to in the lender’s title insurance policy delivered to the originator
of the Mortgage Loan and which do not adversely affect the Appraised
Value of
the Mortgaged Property, (c) 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 (d) with respect
to each
Second Lien Mortgage Loan, a First Lien. Any security agreement, chattel
mortgage or equivalent document related to and delivered in connection
with the
Mortgage Loan establishes and creates a valid, existing and enforceable
(A)
first lien and first priority security interest with
respect to each Mortgage Loan that is indicated by the Seller to be
a First Lien
and (B) second lien and second priority security interest with respect
to each
Mortgage Loan which is indicated by the Seller to be a Second Lien
Mortgage
Loan, in either case, on
the
property described therein and the Seller has full right to sell and
assign the
same to the Purchaser. The Mortgaged Property was not, as of the date
of
origination of the Mortgage Loan, subject to a mortgage, deed of trust,
deed to
secure debt or other security instrument creating a lien subordinate
to the lien
of the Mortgage;
11. The
Mortgage Note and the related Mortgage are genuine and each is the
legal, valid
and binding obligation of the maker thereof, enforceable in accordance
with its
terms;
12. All
parties to the Mortgage Note and the Mortgage had legal capacity to
enter into
the Mortgage Loan and to execute and deliver the Mortgage Note and
the Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly
executed by
such parties. The Mortgagor is a natural person;
13. The
proceeds of the Mortgage Loan have been fully disbursed to or for the
account of
the Mortgagor and there is no obligation for the Mortgagee to advance
additional
funds thereunder and any and all requirements as to completion of any
on-site or
off-site improvement 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 have been paid,
and the
Mortgagor is not entitled to any refund of any amounts paid or due
to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
14. The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage and has 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;
15. All
parties which have had any interest in the Mortgage Loan, whether as
mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which
they held
and disposed of such interest, were) in compliance with any and all
applicable
“doing business” and licensing requirements of the laws of the state wherein the
Mortgaged Property is located;
16. The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
lender’s title insurance policy (which, in the case of an Adjustable Rate
Mortgage Loan has an adjustable rate mortgage endorsement in the form
of ALTA
6.0 or 6.1) acceptable to FNMA or FHLMC, issued by a title insurer
acceptable to
FNMA or FHLMC and qualified to do business in the jurisdiction where
the
Mortgaged Property is located, insuring (subject to the exceptions
contained in
(j) (a), (b) and (c) above and (d) with respect to each Second Lien
Mortgage
Loan) the Seller, its successors and assigns as to the first priority
lien of
the Mortgage in the original principal amount of the Mortgage Loan
and, with
respect to any 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 lender’s title insurance policy affirmatively
insures ingress and egress to and from the Mortgaged Property, and
against
encroachments by or upon the Mortgaged Property or any interest therein.
The
Seller is the sole insured of such lender’s title insurance policy, 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. No claims have been made under such lender’s title insurance policy,
and no prior holder of the related Mortgage, including the Seller,
has done, by
act or omission, anything which would impair the coverage of such lender’s title
insurance policy;
17. There
is
no default, breach, violation or event of acceleration existing under
the
Mortgage or the 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 of acceleration, and the Seller
has not
waived any default, breach, violation or event of acceleration. With
respect to each Mortgage Loan which is indicated by the Seller 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) 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;
18. 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 lien) affecting the related Mortgaged Property which are or may
be liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
19. All
improvements which were considered in determining the Appraised Value
of the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on
adjoining
properties encroach upon the Mortgaged Property;
20. The
Mortgage Loan was originated by the Seller or by a savings and loan
association,
a savings bank, a commercial bank or similar banking institution which
is
supervised and examined by a federal or state authority, or by a mortgagee
approved as such by the Secretary of HUD;
21. Principal
payments on the Mortgage Loan commenced no more than sixty days after
the
proceeds of the Mortgage Loan were disbursed, except in the case of
interest
only loans. The Mortgage Loan bears interest at the Mortgage Interest
Rate. With
respect to each Mortgage Loan, the Mortgage Note is payable on the
first day of
each month in Monthly Payments, which, in the case of a Fixed Rate
Mortgage
Loans, are suffi-cient to fully amortize the original principal balance
over the
original term thereof and to pay interest at the related Mortgage Interest
Rate,
and, in the case of an Adjustable Rate Mortgage Loan or interest only
loans, are
changed on each Adjustment Date, and in any case, are sufficient to
fully
amortize the original principal balance over the original term thereof
and to
pay interest at the related Mortgage Interest Rate. The Index for each
Adjustable Rate Mortgage Loan is as provided on the related Mortgage
Loan
Schedule. The Mortgage Note does not permit negative amortization.
No Mortgage
Loan is a Convertible Mortgage Loan;
22. The
origination and collection practices used by the Seller with respect
to each
Mortgage Note and Mortgage have been in all respects legal, proper,
prudent and
customary in the mortgage origination and servicing industry. The Mortgage
Loan
has been serviced by the Seller or its designee and any predecessor
servicer in
accordance with the terms of the Mortgage Note. With respect to escrow
deposits
and Escrow Payments (other
than with respect to each Mortgage Loan which is indicated by the Seller
to be a
Second Lien Mortgage Loan and for which the mortgagee under the First
Lien is
collecting Escrow Payments (as reflected on the Mortgage Loan
Schedule)),
if any,
all such payments are in the possession of, or under the control of,
the Seller
or its designee and there exist no deficiencies in connection therewith
for
which customary arrangements for repayment thereof have not been made.
No escrow
deposits or Escrow Payments or other charges or payments due the Seller
have
been capitalized under any Mortgage or the related Mortgage Note and
no such
escrow deposits or Escrow Payments are being held by the Seller for
any work on
a Mortgaged Property which has not been completed;
23. The
Mortgaged Property is free of damage and waste and there is no proceeding
pending for the total or partial condemnation thereof;
24. The
Mortgage and related Mortgage Note contain 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, including, (a) in the case of a Mortgage designated
as a deed
of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The
Mortgaged Property is not subject to any bankruptcy proceeding or foreclosure
proceeding and the Mortgagor has not filed for protection under applicable
bankruptcy laws. There is no homestead or other exemption 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. The Mortgagor has not
notified the Seller and the Seller has no knowledge of any relief requested
or
provided to the Mortgagor under the Soldiers and Sailors Civil Relief
Act of
1940;
25. The
Mortgage Loan was underwritten in accordance with the underwriting
standards of
the Seller in effect at the time the Mortgage Loan was originated;
and the
Mortgage Note and Mortgage and applicable riders are on forms acceptable
to
prudent lenders in the secondary market;
26. The
Mortgage Note is not and has not been secured by any collateral except
the lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(x) above;
27. The
Mortgage File contains an appraisal of the related Mortgaged Property
which
satisfied the standards of FNMA or FHLMC and was made and signed, prior
to the
funding of the Mortgage Loan application, by a qualified appraiser,
duly
appointed by the Seller, who had no interest, direct or indirect in
the
Mortgaged Property or in any loan made on the security thereof, whose
compensation is not affected by the approval or disapproval of the
Mortgage Loan
and who met the minimum qualifications of FNMA or FHLMC. Each appraisal
of the
Mortgage Loan was made in accordance with the relevant provisions of
the
Financial Institutions Reform, Recovery, and Enforcement Act of
1989;
28. In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve 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 after default by the Mortgagor;
29. No
Mortgage Loan contains provisions pursuant to which Monthly Payments
are (a)
paid or partially paid with funds deposited in any separate account
established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor,
(b) paid by
any source other than the Mortgagor or (c) contains any other similar
provisions
which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
payment mortgage loan and the Mortgage Loan does not have a shared
appreciation
or other contingent interest feature;
30. The
Mortgagor has executed a statement to the effect that the Mortgagor
has received
all disclosure materials required by applicable law with respect to
the making
of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans,
and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage
Loans and
rescission materials with respect to Refinanced Mortgage Loans, and
such
statement is and will remain in the Mortgage File;
31. No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange
of a
Mortgaged Property;
32. The
Seller has no knowledge of any circumstances or condition with respect
to the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
standing that can reasonably be expected to cause the Mortgage Loan
to be an
unacceptable investment, cause the Mortgage Loan to become delinquent,
or
adversely affect the value of the Mortgage Loan;
33. The
Mortgaged Property is lawfully occupied under applicable law; 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,
have been made or obtained from the appropriate authorities;
34. No
omission, misrepresentation, negligence, fraud or similar occurrence
with
respect to a Mortgage Loan has taken place on the part of any person,
including
without limitation the Mortgagor, any appraiser, any builder or developer,
or
any other party involved in the origination of the Mortgage Loan or
in the
application of any insurance in relation to such Mortgage Loan;
35. 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;
36. Any
principal advances made to the Mortgagor prior to the Cut-off 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 Seller 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 Seller
to be a
Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule),
in
either case by
a
title insurance policy, an endorsement to the policy insuring the mortgagee’s
consolidated interest or by other title evidence acceptable to FNMA
or FHLMC.
The consolidated principal amount does not exceed the original principal
amount
of the Mortgage Loan;
37. 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;
38. If
the
Residential Dwelling on the Mortgaged Property is a condominium unit
or a unit
in a planned unit development (other than a de minimis planned unit
development)
such condominium or planned unit development project meets the eligibility
requirements of Seller’s underwriting guides;
39. The
source of the down payment with respect to each Mortgage Loan has been
fully
verified by the Seller if required pursuant to the Seller’s underwriting
guidelines;
40. Interest
on each Mortgage Loan is calculated on the basis of a 360-day year
consisting of
twelve 30-day months;
41. The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law;
42. Each
Mortgage Loan is covered by a fully assignable, life of loan Tax Service
Contract which is assignable to the Purchaser or its designee;
43. Each
Mortgage Loan is covered by a Flood Zone Service Contract which is
assignable to
the Purchaser or its designee or, for each Mortgage Loan not covered
by such
Flood Zone Service Contract, the Seller agrees to purchase such Flood
Zone
Service Contract;
44. No
Mortgage Loan is (a) subject to the provisions of the Homeownership
and Equity
Protection Act of 1994 as amended ("HOEPA"), (b) a "high cost" mortgage
loan,
"covered" mortgage loan or "predatory" mortgage loan under any federal,
state or
local law, or (c) subject to any comparable federal, state or local
statutes or
regulations, including, without limitation, the provisions of the Georgia
Fair
Lending Act, the City of Oakland, California Anti-Predatory Lending
Ordinance
No. 12361 or any other statute or regulation providing assignee liability
to
holders of such mortgage loans;
45. No
predatory, abusive or deceptive lending practices, including but not
limited to,
the extension of credit to a mortgagor without regard for the mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a
mortgagor
which has no apparent benefit to the mortgagor, were employed in connection
with
the origination of the Mortgage Loan;
46. The
debt-to-income ratio of the related Mortgagor was not greater than
60% at the
origination of the related Mortgage Loan;
47. None
of
the proceeds of the Mortgage Loan were used to finance the purchase
of single
premium credit life or disability insurance policies or any comparable
insurance.
48. No
Mortgage Loan had a Loan-to-Value Ratio or Combined Loan-to-Value Ratio
in
excess of 100% origination of such Mortgage Loan;
49. The
Mortgage Loans were not selected from the outstanding fixed and adjustable
rate
one to four-family mortgage loans in the Seller’s portfolio at the related
Closing Date as to which the representations and warranties set forth
in this
Agreement could be made in a manner so as to affect adversely the interests
of
the Purchaser;
50.
The
Mortgage contains an enforceable provision for the acceleration of
the payment
of the unpaid principal balance of the Mortgage Loan in the event that
the
Mortgaged Property is sold or transferred without the prior written
consent of
the mortgagee thereunder;
51. The
Mortgage Loan complies with all applicable consumer credit statutes
and
regulations, including, without limitation, the respective Uniform
Consumer
Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas,
Maine,
Oklahoma, South Carolina, Utah and Wyoming, has been originated by
a properly
licensed entity, and in all other respects, complies with all of the
material
requirements of any such applicable laws;
52.
The
information set forth in the Prepayment Charge schedule is complete,
true and
correct in all material respects and each Prepayment Charge is permissible,
enforceable and collectable under applicable federal or state law;
53. The
Mortgage Loan was not prepaid in full prior to the Closing Date and
the Seller
has not received notification from a Mortgagor that a prepayment in
full shall
be made after the Closing Date;
54.
No
Mortgage Loan which is secured by a Mortgaged Property which is located
in the
state of Georgia was originated prior to March 7, 2003;
55. 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;
56. With
respect to each MERS Mortgage Loan, the Seller 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; and
57. With
respect to each Mortgage Loan which is a Second Lien, (i) the related
first lien
does not provide for negative amortization, and (ii) 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.
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated August 17, 2006, (“Agreement”)
among
Greenwich Capital Financial Products, Inc. (“Assignor”),
Financial Asset Securities Corp. (“Assignee”)
and
Nationstar Mortgage LLC (formerly Centex Home Equity Company, LLC) (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:
Assignment
and Conveyance
1. 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 Mortgage Loan Purchase
and
Interim Servicing Agreement dated as of March 1, 2006, as amended (the
“Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, 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.
Recognition
of the Company
2. 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
Soundview Home Loan Trust 2006-3 (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of August
1,
2006 (the “Pooling
Agreement”),
among
the Assignee, the Assignor, Deutsche Bank National Trust Company, as trustee
(including its successors in interest and any successor trustees under
the
Pooling Agreement, the “Trustee”),
Xxxxx
Fargo Bank, N.A., as master servicer, servicer and trust administrator
(including its successors in interest and any successor servicer, master
servicer or trust administrator under the Pooling Agreement, the “Servicer”).
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
Company shall look solely to the Trust for performance of any obligations
of the
Assignor insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Mortgage Loans, (iii) the
Trust (including the Trustee 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
(iv) 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 and the Servicer acting on the Trust’s behalf). Neither
the Company nor the Assignor shall amend or agree to amend, modify, waiver,
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.
Representations
and Warranties of the Company
3. 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; 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.
4. Pursuant
to Section 12 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 7.01 and 7.02 of the
Purchase Agreement, are true and correct as of the date hereof as if such
representations and warranties were made on the date hereof, except that
the
representation and warranty set forth in Section 7.02(a) shall, for purposes
of
this Agreement, relate to the Mortgage Loan Schedule attached
hereto.
5. 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 a covered loan, as applicable (as
such
terms are defined in Standard & Poor’s LEVELS Version 5.6(c) Glossary
Revised, Appendix E); and
(d) No
loan
originated on or after October 1, 2002 through March 6, 2003 is governed
by the
Georgia Fair Lending Act.
Remedies
for Breach of Representations and Warranties
6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee and each of
the
Servicers acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections
3 and 4
hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
as if
they were set forth herein (including without limitation the repurchase
and
indemnity obligations set forth therein); provided, however, that the purchase
price payable to the Trust in respect of a breach of a representation and
warranty shall in no event be greater than the unpaid Principal Balance
of the
related Mortgage Loan plus unpaid accrued interest and any amount owed
by the
Company in excess of such amount shall be payable to the Assignor.
Notwithstanding
the foregoing, the Assignor may, at its option, satisfy any obligation
of the
Company with respect to any breach of representation and warranty made
by the
Company regarding the Mortgage Loans.
Miscellaneous
7. 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.
8. 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.
9. This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee and each of the
Servicers 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.
10. 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.
11. 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.
12. 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.
13. 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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GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.
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By:
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Name:
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Title:
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FINANCIAL
ASSET SECURITIES CORP.
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By:
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Name:
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Title:
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NATIONSTAR
MORTGAGE LLC
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By:
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Name:
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Title:
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EXHIBIT
A
MORTGAGE
LOAN SCHEDULE
EXHIBIT
B
EARLY
PAY
DEFAULT SCHEDULE
SCHEDULE
I
REPRESENTATIONS
AND WARRANTIES
Capitalized
terms used in this Schedule I but not defined in this Agreement shall have
the
meanings set forth in the Purchase Agreement.
1. The
information set forth in the related Mortgage Loan Schedule is complete,
true
and correct;
2. The
Mortgage Loan is in compliance with all requirements set forth in the related
Confirmation, and the characteristics of the related Mortgage Loan Package
as
set forth in the related Confirmation are true and correct; provided, however,
that in the event of any conflict between the terms of any Confirmation
and this
Agreement, the terms of this Agreement shall control, except to the extent
specifically set forth in the Confirmation;
3. All
payments required to be made up to the close of business on the Closing
Date for
such Mortgage Loan under the terms of the Mortgage Note have been made;
neither
the Seller nor the Servicer has advanced funds, or induced, solicited or
knowingly received any advance of funds from a party other than the owner
of the
related Mortgaged Property, directly or indirectly, for the payment of
any
amount required by the Mortgage Note or Mortgage; no Mortgage Loan is thirty
(30) or more days delinquent as of the Closing Date and, except to the
extent
specified on the Mortgage Loan Schedule and approved by the Initial Purchaser
in
writing prior to the Closing Date, there has been no delinquency, exclusive
of
any period of grace, in any payment by the Mortgagor thereunder since the
origination of the Mortgage Loan;
4. There
are
no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
5. The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, recorded in the
applicable public recording office if necessary to maintain the lien priority
of
the Mortgage, and which have been delivered to the Custodian; the substance
of
any such waiver, alteration or modification has been approved by the title
insurer, to the extent required by the related policy, and is reflected
on the
related Mortgage Loan Schedule. No instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been released, in
whole or
in part, except in connection with an assumption agreement approved by
the title
insurer, to the extent required by the policy, and which assumption agreement
has been delivered to the Custodian and the terms of which are reflected
in the
related Mortgage Loan Schedule;
6. The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or
the
exercise of any right thereunder, render the 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.
Each
Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
enforceable and collectible under applicable federal, state and local
law;
7. All
buildings upon the Mortgaged Property are insured by a Qualified Insurer
acceptable to Xxxxxx Xxx and Xxxxxxx
Mac
against
loss by fire, hazards of extended coverage and such other hazards as are
customary in the area where the Mortgaged Property is located, pursuant
to
insurance policies providing coverage in an amount not less than the greatest
of
(i) 100% of the replacement cost of all improvements to the Mortgaged Property,
(ii) either (A) the outstanding principal balance of the Mortgage Loan
with
respect to each first lien Mortgage Loan or (B) with respect to each second
lien
Mortgage Loan, the sum of the outstanding principal balance of the related
first
lien mortgage loan and the outstanding principal balance of the second
lien
Mortgage Loan, or (iii) the amount necessary to avoid the operation of
any
co-insurance provisions with respect to the Mortgaged Property, and consistent
with the amount that would have been required as of the date of origination
in
accordance with the Underwriting Guidelines. All such insurance policies
contain
a standard mortgagee clause naming the Seller, its successors and assigns
as
mortgagee and all premiums thereon have been paid. If the Mortgaged Property
is
in an area identified on a Flood Hazard Map or Flood Insurance Rate Map
issued
by the Federal Emergency Management Agency as having special flood hazards
(and
such flood insurance has been made available) a flood insurance policy
meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the requirements of
Xxxxxx
Mae and Xxxxxxx
Mac.
The
Mortgage obligates the Mortgagor thereunder to maintain all such insurance
at
the Mortgagor's cost and expense, and on the Mortgagor's failure to do
so,
authorizes the holder of the Mortgage to maintain such insurance at Mortgagor's
cost and expense and to seek reimbursement therefor from the
Mortgagor;
8. Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures,
predatory and abusive lending, consumer credit protection, equal credit
opportunity, fair housing or disclosure laws applicable to the origination
and
servicing of mortgage loans of a type similar to the Mortgage Loans and
applicable to any prepayment penalty associated with the Mortgage Loans
at
origination have been complied with;
9. The
Mortgage has not been satisfied, cancelled, subordinated or rescinded,
in whole
or in part, 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 satisfaction, cancellation, subordination, rescission
or
release;
10. The
Mortgage (including any Negative Amortization which may arise thereunder)
is a
valid, existing and enforceable (A) first lien and first priority security
interest with respect to each Mortgage Loan which is indicated by the Seller
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 Seller to be a second lien (as reflected on the Mortgage
Loan Schedule), in either case, on the Mortgaged Property, including all
improvements on the Mortgaged Property subject only to (a) the lien of
current
real property taxes and assessments not yet due and payable, (b) covenants,
conditions and restrictions, rights of way, easements and other matters
of the
public record as of the date of recording being acceptable to mortgage
lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and which
do
not adversely affect the Appraised Value of the Mortgaged Property, (c)
with
respect to each Mortgage Loan which is indicated by the Seller to be a
second
lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a first
lien on
the Mortgaged Property; and (d) 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. Any security agreement,
chattel
mortgage or equivalent document related to and delivered in connection
with the
Mortgage Loan establishes and creates a valid, existing and enforceable
first or
second lien and first or second priority security interest (in each case,
as
indicated on the Mortgage Loan Schedule) on the property described therein
and
the Seller has full right to sell and assign the same to the
Purchaser;
11. The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance
with its
terms;
12. All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person;
13. The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement 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 have been paid, and
the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
14. The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage and has 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;
15. All
parties which have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held
and disposed of such interest, were) in compliance with any and all applicable
“doing business” and licensing requirements of the laws of the state wherein the
Mortgaged Property is located;
16. The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
title insurance policy or a comparable form in the States of California
or Texas
(which, in the case of an Adjustable Rate Mortgage Loan has an adjustable
rate
mortgage endorsement in the form of ALTA 6.0 or 6.1) acceptable to Xxxxxx
Xxx
and Xxxxxxx
Mac,
issued
by a title insurer acceptable to Xxxxxx Mae and Xxxxxxx
Mac
and
qualified to do business in the jurisdiction where the Mortgaged Property
is
located, insuring (subject to the exceptions contained in (x)(a) and (b),
and
with respect to any second lien Mortgage Loan (c), above) the Seller or
the
Servicer, its successors and assigns as to the first or second priority
lien (as
indicated on the Mortgage Loan Schedule) of the Mortgage in the original
principal amount of the Mortgage Loan (including, if the Mortgage Loan
provides
for Negative Amortization, the maximum amount of Negative Amortization
in
accordance with the Mortgage) and, with respect to any 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 and Negative Amortization
provisions of the Mortgage Note. Additionally, such lender's title insurance
policy affirmatively insures ingress and egress to and from the Mortgaged
Property, and against encroachments by or upon the Mortgaged Property or
any
interest therein. The Seller is the sole insured of such lender's title
insurance policy, 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. No claims have been made under
such
lender's title insurance policy, and no prior holder of the related Mortgage,
including the Seller, has done, by act or omission, anything which would
impair
the coverage of such lender's title insurance policy;
17. There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the 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 of acceleration, and neither the Seller
nor
the Servicer has waived any default, breach, violation or event of acceleration.
With respect to each second lien Mortgage Loan (i) the related first lien
mortgage loan 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) 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, (iv) 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, (v) the related first
lien does
not provide for or permit negative amortization under such first lien Mortgage
Loan, and (vi) 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;
18. 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 lien) affecting the related Mortgaged Property which are or may be
liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
19. All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
20. The
Mortgage Loan was originated by the Servicer or by a savings and loan
association, a savings bank, a commercial bank or similar banking institution
which is supervised and examined by a federal or state authority, or by
a
mortgagee approved as such by the Secretary of HUD;
21. Principal
payments on the Mortgage Loan commenced no more than sixty (60) days after
the
proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest
at the Mortgage Interest Rate. With respect to each Mortgage Loan which
is not a
Negative Amortization Loan, the Mortgage Note is payable on the day of
each
month specified in the related Mortgage Note in Monthly Payments, which,
in the
case of a Fixed Rate Mortgage Loans, are sufficient to fully amortize the
original principal balance over the original term thereof (other than with
respect to a Mortgage Loan identified on the related Mortgage Loan Schedule
as
an interest-only Mortgage Loan during the interest-only period or a Mortgage
Loan which is identified on the related Mortgage Loan Schedule as a Balloon
Mortgage Loan) and to pay interest at the related Mortgage Interest Rate,
and,
in the case of an Adjustable Rate Mortgage Loan, are changed on each Adjustment
Date, and in any case, are sufficient to fully amortize the original principal
balance over the original term thereof (other than with respect to a Mortgage
Loan identified on the related Mortgage Loan Schedule as an interest-only
Mortgage Loan during the interest-only period or a Mortgage Loan which
is
identified on the related Mortgage Loan Schedule as a Balloon Mortgage
Loan) and
to pay interest at the related Mortgage Interest Rate. With respect to
each
Negative Amortization Mortgage Loan, the related Mortgage Note requires
a
Monthly Payment which is sufficient during the period following each Payment
Adjustment Date, to fully amortize the outstanding principal balance as
of the
first day of such period (including any Negative Amortization) over the
then
remaining term of such Mortgage Note and to pay interest at the related
Mortgage
Interest Rate; provided, that the Monthly Payment shall not increase to
an
amount that exceeds 107.5% of the amount of the Monthly Payment that was
due
immediately prior to the Payment Adjustment Date; provided, further, that
the
payment adjustment cap shall not be applicable with respect to the adjustment
made to the Monthly Payment that occurs in a year in which the Mortgage
Loan has
been outstanding for a multiple of five (5) years and in any such year
the
Monthly Payment shall be adjusted to fully amortize the Mortgage Loan over
the
remaining term. With respect to each Mortgage Loan identified on the Mortgage
Loan Schedule as an interest-only Mortgage Loan, the interest-only period
shall
not exceed ten (10) years (or such other 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 and to pay
interest at the related Mortgage Interest Rate. 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 remained unpaid principal balance of the Balloon
Mortgage Loan as the Due Date of such monthly payment. The Index for each
Adjustable Rate Mortgage Loan is as set forth on the Mortgage Loan Schedule.
No
Mortgage Loan is a Convertible Mortgage Loan. No Balloon Mortgage Loan
has an
original stated maturity of less than seven (7) years;
The
origination, servicing and collection practices used with respect to each
Mortgage Note and Mortgage including, without limitation, the establishment,
maintenance and servicing of the Escrow Accounts and Escrow Payments, if
any,
since origination, have been in all respects legal, proper, prudent and
customary in the mortgage origination and servicing industry. The Mortgage
Loan
has been serviced by the Servicer and any predecessor servicer in accordance
with the terms of the Mortgage Note and Accepted Servicing Practices. With
respect to escrow deposits and Escrow Payments, if any, all such payments
are in
the possession of, or under the control of, the Servicer and there exist
no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments
or
other charges or payments due the Servicer have been capitalized under
any
Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
Payments are being held by the Servicer for any work on a Mortgaged Property
which has not been completed; provided that, certain Insurance Proceeds
may be
held by the Servicer in escrow pending the completion of repairs which
are
required to be made to a Mortgaged Property in connection with the payment
of
such Insurance Proceeds;
22. The
Mortgaged Property is free of damage and waste and there is no proceeding
pending for the total or partial condemnation thereof;
23. The
Mortgage and related Mortgage Note contain 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, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee's sale, and (b) otherwise by judicial foreclosure.
The
Mortgaged Property is not subject to any bankruptcy proceeding or foreclosure
proceeding and the Mortgagor has not filed for protection under applicable
bankruptcy laws. There is no homestead or other exemption 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. The Mortgagor
has not
notified the Servicer and the Servicer has no knowledge of any relief requested
or allowed to the Mortgagor under the Servicemembers’ Civil Relief
Act;
24. The
Mortgage Loan was underwritten in accordance with the underwriting standards
of
Centex Home Equity Company, LLC in effect at the time the Mortgage Loan
was
originated; and the Mortgage Note and Mortgage are on forms acceptable
to
prudent lenders in the secondary market;
25. The
Mortgage Note is not and has not been secured by any collateral except
the lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(x) above;
26. The
Mortgage File contains an appraisal of the related Mortgaged Property which
satisfied the standards of Xxxxxx Xxx and Xxxxxxx
Mac,
was on
appraisal form 1004 or form 2055 with an interior inspection and was made
and
signed, prior to the approval of the Mortgage Loan application, by a qualified
appraiser, duly appointed by the Servicer, who had no interest, direct
or
indirect in the Mortgaged Property or in any loan made on the security
thereof,
whose compensation is not affected by the approval or disapproval of the
Mortgage Loan and who met the minimum qualifications of Xxxxxx Mae and
Xxxxxxx
Mac.
Each
appraisal of the Mortgage Loan was made in accordance with the relevant
provisions of the Financial Institutions Reform, Recovery, and Enforcement
Act
of 1989;
27. In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve 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 after default by the Mortgagor;
28. No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by the Servicer, the Mortgagor, or anyone on behalf of the Mortgagor, (b)
paid
by any source other than the Mortgagor or (c) contains any other similar
provisions which may constitute a “buydown” provision. The Mortgage Loan is not
a graduated payment mortgage loan and the Mortgage Loan does not have a
shared
appreciation or other contingent interest feature;
29. The
Mortgagor has executed a statement to the effect that the Mortgagor has
received
all disclosure materials required by applicable law with respect to the
making
of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans,
and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage
Loans and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File;
30. No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of
a
Mortgaged Property;
31. The
Servicer has no knowledge of any circumstances or condition with respect
to the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
standing that can reasonably be expected to cause the Mortgage Loan to
be an
unacceptable investment, cause the Mortgage Loan to become delinquent,
or
adversely affect the value of the Mortgage Loan;
32. No
Mortgage Loan had an LTV or a CLTV at origination in excess of 100%. No
Mortgage
Loan is subject to a lender paid primary mortgage insurance policy;
33. The
Mortgaged Property is lawfully occupied under applicable law; 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,
have been made or obtained from the appropriate authorities;
34. No
error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of any person, including
without limitation the Mortgagor, any appraiser, any builder or developer,
or
any other party involved in the origination of the Mortgage Loan or in
the
application of any insurance in relation to such Mortgage Loan;
35. The
Assignment of Mortgage is in recordable form, except for the name of the
assignee which is blank, and is acceptable for recording under the laws
of the
jurisdiction in which the Mortgaged Property is located;
36. Any
principal advances made to the Mortgagor prior to the Cut-off 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 first or second (as indicated
on
the Mortgage Loan Schedule) lien priority by a title insurance policy,
an
endorsement to the policy insuring the mortgagee's consolidated interest
or by
other title evidence acceptable to Xxxxxx Mae and Xxxxxxx
Mac.
The
consolidated principal amount does not exceed the original principal amount
of
the Mortgage Loan plus any Negative Amortization;
37. If
the
Residential Dwelling on the Mortgaged Property is a condominium unit or
a unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of Xxxxxx Mae and Xxxxxxx
Mac;
38. The
source of the down payment with respect to each Mortgage Loan has been
fully
verified by the Servicer;
39. Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
40. The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller or the Servicer nor, to the Seller’s or the
Servicer’s knowledge, the related Mortgagor, has received any notice of any
violation or potential violation of such law;
41. The
Servicer shall, at its own expense, cause each Mortgage Loan to be covered
by a
Tax Service Contract which is assignable to the Purchaser or its designee;
provided however, that if the Servicer fails to purchase such Tax Service
Contract, the Servicer shall be required to reimburse the Purchaser for
all
costs and expenses incurred by the Purchaser in connection with the purchase
of
any such Tax Service Contract;
42. Each
Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
to
the Purchaser or its designee or, for each Mortgage Loan not covered by
such
Flood Zone Service Contract, the Servicer agrees to purchase such Flood
Zone
Service Contract;
43. No
Mortgage Loan is (a)(1) subject to the provisions of the Homeownership
and
Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an APR or total
points and fees that are equal to or exceeds the HOEPA thresholds (as defined
in
12 CFR 226.32 (a)(1)(i) and (ii)), (b) a “high cost” mortgage loan, “covered”
mortgage loan (excluding home loans defined as “covered home loans” pursuant to
clause (1) of the definition of that term in the New Jersey Home Ownership
Security Act), “high risk home” mortgage loan, or “predatory” mortgage loan or
any other comparable term, no matter how defined under any federal, state
or
local law, (c) subject to any comparable federal, state or local statutes
or
regulations, or any other statute or regulation providing for heightened
regulatory scrutiny or assignee liability to holders of such mortgage loans,
or
(d) a High Cost Loan or Covered Loan, as applicable (as such terms are
defined
in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix
E);
44. No
predatory, abusive, or deceptive lending practices, including but not limited
to, the extension of credit to a Mortgagor without regard for the Mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a mortgagor
which has no apparent benefit to the Mortgagor, were employed in connection
with
the origination of the Mortgage Loan;
45. The
debt-to-income ratio of the related Mortgagor was not greater than 60%
at the
origination of the related Mortgage Loan;
46. No
Mortgagor was required to purchase any credit insurance product (e.g.,
life,
mortgage, disability, accident, unemployment 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 insurance policy
(e.g.,
life, mortgage, disability, accident, unemployment or health insurance)
or debt
cancellation agreement in connection with the origination of the Mortgage
Loan.
No proceeds from any Mortgage Loan were used to purchase single premium
credit
insurance policies or debt cancellation agreements as part of the origination
of, or as a condition to closing, such Mortgage Loan;
47. The
Mortgage Loans were not selected from the outstanding one- to four-family
mortgage loans in the Seller’s portfolio as to which the representations and
warranties set forth in this Agreement could be made at the related Closing
Date
in a manner so as to affect adversely the interests of the
Purchaser;
48. The
Mortgage contains an enforceable provision for the acceleration of the
payment
of the unpaid principal balance of the Mortgage Loan in the event that
the
Mortgaged Property is sold or transferred without the prior written consent
of
the mortgagee thereunder;
49. The
Mortgage Loan complies with all applicable consumer credit statutes and
regulations, including, without limitation, the respective Uniform Consumer
Credit Code laws in effect in Alabama, Colorado, Idaho, Indiana, Iowa,
Kansas,
Maine, Oklahoma, South Carolina, Utah, West Virginia and Wyoming, has been
originated by a properly licensed entity, and in all other respects, complies
with all of the material requirements of any such applicable laws;
50. The
information set forth in the Mortgage Loan Schedule as to Prepayment Charges
is
complete, true and correct in all material respects and each Prepayment
Charge
is permissible, enforceable and collectable in accordance with its terms
upon
the Mortgagor’s full and voluntary principal payment under applicable
law;
51. The
Mortgage Loan was not prepaid in full prior to the Closing Date and the
Servicer
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
52. No
Mortgage Loan is secured by cooperative housing, commercial property or
mixed
use property;
53. As
of the
related Closing Date, each Mortgage Loan is eligible for sale in the secondary
market or for inclusion in a Securitization Transaction without unreasonable
credit enhancement;
54. Except
as
set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
are
subject to a Prepayment Charge. For any Mortgage Loan originated prior
to
October 1, 2004 that is subject to a Prepayment Charge, such Prepayment
Charge
does not extend beyond three (3) years after the date of origination, except
to
the extent set forth on the Mortgage Loan Schedule. For any Mortgage Loan
originated on or following October 1, 2004 that is subject to a Prepayment
Charge, such Prepayment Charge does not extend beyond three (3) years after
the
date of origination. 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 Mortgage 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 Mortgage 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, and (iv)
notwithstanding any state or federal law to the contrary, the Servicer
shall not
impose such Prepayment Charge in any instance when the mortgage debt is
accelerated as the result of the Mortgagor's default in making the loan
payments;
55. Each
of
the Seller and the Servicer 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 Seller and the
Servicer have each 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 Mortgaged Property, 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;
56. 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 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.
With
respect to any Mortgage Loan, the Mortgagor was assigned the highest credit
grade available with respect to a mortgage loan product offered by such
Mortgage
Loan’s originator, based on a comprehensive assessment of risk factors,
including the Mortgagor’s credit history;
57. 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. Such
underwriting methodology confirmed that at the time of origination
(application/approval) the Mortgagor had a reasonable ability to make timely
payments on the Mortgage Loan;
58. With
respect to each Mortgage Loan, the Servicer has fully and accurately furnished
complete information (i.e., favorable and unfavorable) 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, for each Mortgage Loan, the Servicer will 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;
59. All
points and fees related to each Mortgage Loan were disclosed in writing
to the
related Mortgagor in accordance with applicable state and federal laws
and
regulations. Except to the extent specified on the Mortgage Loan Schedule,
no
related Mortgagor was charged “points and fees” (whether or not financed) in an
amount greater than (a) $1,000 or (b) 5% of the principal amount of such
loan,
whichever is greater, such 5% limitation is calculated in accordance with
Xxxxxx
Mae’s anti-predatory lending requirements as set forth in the Xxxxxx Mae Guides.
For purposes of this representation, “points and fees” (a) include origination,
underwriting, broker and finder’s fees and other charges that the lender imposed
as a condition of making the loan, whether they are paid to the lender
or a
third party, and (b) exclude bona fide discount points, fees paid for actual
services rendered in connection with the origination of the mortgage (such
as
attorneys’ fees, notaries fees and fees paid for property appraisals, credit
reports, surveys, title examinations and extracts, flood and tax certifications,
and home inspections); the cost of mortgage insurance or credit-risk price
adjustments; the costs of title, hazard, and flood insurance policies;
state and
local transfer taxes or fees; escrow deposits for the future payment of
taxes
and insurance premiums; and other miscellaneous fees and charges that,
in total,
do not exceed 0.25 percent of the loan amount. 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 were disclosed in writing to the related Mortgagor in accordance
with applicable state and federal laws and regulations;
60. The
Servicer will transmit full-file credit reporting data for each Mortgage
Loan
pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage Loan,
Servicer 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;
61. With
respect to any Mortgage Loan which is secured by manufactured housing,
if such
Mortgage Loans are permitted hereunder, such Mortgage Loan satisfies the
requirements for inclusion in residential mortgage backed securities
transactions rated by Standard & Poor's Ratings Services and such
manufactured housing is the principal residence of the Mortgagor at the
time of
the origination of the Mortgage Loan;
62. Each
Mortgage Loan constitutes a “qualified mortgage” under
Section 860G(a)(3)(A) of the Code and Treasury Regulation
Section 1.860G-2(a)(1);
63. No
Mortgage Loan is secured by real property or secured by a manufactured
home
located in the state of Georgia unless (x) such Mortgage Loan was originated
prior to October 1, 2002 or after March 6, 2003, or (y) the property securing
the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each
Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all
applicable provisions of the Georgia Act. 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;
64. No
Mortgage Loan is a “High-Cost” loan as defined under the New York Banking Law
Section 6-1, effective as of April 1, 2003;
65. No
Mortgage Loan (a) is secured by property located in the State of New York;
(b)
had an unpaid principal balance at origination of $300,000 or less, and
(c) has
an application date on or after April 1, 2003, the terms of which Mortgage
Loan
equal or exceed either the APR or the points and fees threshold for “high-cost
home loans”, as defined in Section 6-1 of the New York State Banking
Law;
66. No
Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
Protection Act effective July 16, 2003 (Act 1340 or 2003);
67. No
Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
loan statute effective June 24, 2003 (Ky. Rev. Stat.
Section 360.100);
68. No
Mortgage Loan secured by property located in the State of Nevada is a “home
loan” as defined in the Nevada Assembly Xxxx No. 284;
69. No
Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost
Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
et
seq.);
70. No
Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
and
Equity protection Act;
71. No
Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (N.M. Stat. Xxx. §§ 58-21A-1 et
seq.);
72. No
Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
seq.);
73. No
Loan
that is secured by property located within the State of Maine meets the
definition of a (i) “high-rate, high-fee” mortgage loan under Article VIII,
Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan” as
defined under the Maine House Xxxx 383 X.X. 494, effective as of September
13,
2003;
74. With
respect to any Loan for which a mortgage loan application was submitted
by the
Mortgagor after April 1, 2004, no such Loan secured by Mortgaged Property
in the
State of Illinois which has a Loan Interest Rate in excess of 8.0% per
annum has
lender-imposed fees (or other charges) in excess of 3.0% of the original
principal balance of the Loan;
75. No
Mortgage Loan is a “High Cost Home Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act, effective November 7,
2004
(Mass. Xxx. Laws Ch. 183C). 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 Massachusetts House Xxxx 4880 (2004)) unless either
(1) (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 2.25% 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 House Xxxx 4880 (2004)) 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, or (2) such Mortgage Loan is in the "borrower's interest,"
as
documented by a "borrower's interest worksheet" for the particular Mortgage
Loan, which worksheet incorporates the factors set forth in Massachusetts
House
Xxxx 4880 (2004) and the regulations promulgated thereunder for determining
"borrower's interest," and otherwise complies in all material respects
with the
laws of the Commonwealth of Massachusetts;
76. No
Loan
is a “High Cost Home Loan” as defined by the Indiana Home Loan Practices Act,
effective January 1, 2005 (Ind. Code Xxx. §§ 24-9-1 et seq.);
77. The
Mortgagee 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;
78. The
sale
or transfer of the Mortgage Loan by the Seller complies with all applicable
federal, state, and local laws, rules, and regulations governing such sale
or
transfer, including, without limitation, the Fair and Accurate Credit
Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
amended from time to time, and the Seller has not received any actual or
constructive notice of any identity theft, fraud, or other misrepresentation
in
connection with such Mortgage Loan or any party thereto;
79. With
respect to each MOM Loan, a MIN has been assigned by MERS and such MIN
is
accurately provided on the Mortgage Loan Schedule. The related Assignment
of
Mortgage to MERS has been duly and properly recorded, or has been delivered
for
recording to the applicable recording office;
80. With
respect to each MOM Loan, Seller 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;
81. With
respect to each second lien Mortgage Loan, 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;
82. No
Mortgage Loan is subject to mandatory arbitration except when the terms
of the
arbitration also contain a waiver provision that provides that in the event
of a
sale or transfer of the Mortgage Loan or interest in the Mortgage Loan
to Xxxxxx
Mae or Xxxxxxx Mac, the terms of the arbitration are null and void and
cannot be
reinstated. The seller hereby covenants that the seller or servicer of
the
Mortgage Loan, as applicable, will notify the borrower in writing within
60 days
of the sale or transfer of the Mortgage Loan to Xxxxxx Mae or Xxxxxxx Mac
that
the terms of the arbitration are null and void; and
83. With
respect to the Mortgage Loans listed in Exhibit B, in the event that (i)
the
first Due Date for a Mortgage Loan is subsequent to the Cut-off Date and
the
initial Monthly Payment is not made by the related Mortgagor by the close
of
business on the Due Date two (2) months after the initial Due Date, or
(ii) a
Monthly Payment due prior to the related Cut-off Date is not made by the
related
Mortgagor by the close of business on the Due Date two (2) months after
the
related Due Date, then, the Seller or the Servicer shall repurchase the
affected
Mortgage Loans at the Repurchase Price, which shall be paid as provided
for in
Subsection 7.03 of the Purchase Agreement. The Servicer shall notify the
Purchaser of any such default under Subsection 7.04(a) of the Purchase
Agreement
within thirty (30) days of any such Mortgage Loan becoming thirty (30)
days
delinquent.
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated August 17, 2006, (“Agreement”)
among
Greenwich Capital Financial Products, Inc. (“Assignor”),
Financial Asset Securities Corp. (“Assignee”)
and
NovaStar Mortgage, Inc. (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:
Assignment
and Conveyance
1. 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 Mortgage Loan Purchase
and
Interim Servicing Agreement as Amended and Restated as of December 31, 2005,
as
amended (the “Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, 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.
Recognition
of the Company
2. 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
Soundview Home Loan Trust 2006-3 (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of August
1,
2006 (the “Pooling
Agreement”),
among
the Assignee, the Assignor, Deutsche Bank National Trust Company, as trustee
(including its successors in interest and any successor trustees under the
Pooling Agreement, the “Trustee”),
Xxxxx
Fargo Bank, N.A., as master servicer, servicer and trust administrator
(including its successors in interest and any successor servicer, master
servicer or trust administrator under the Pooling Agreement, the “Servicer”).
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
Company shall look to the Trust and the Assignor for performance of any
obligations of the Assignor insofar as they relate to the enforcement of
the
representations, warranties and covenants with respect to the Mortgage Loans,
(iii) the Trust (including the Trustee 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 (iv) 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 and the Servicer acting
on
the Trust’s behalf) and the Assignor. Neither the Company nor the Assignor shall
amend or agree to amend, modify, waiver, 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.
Representations
and Warranties of the Assignor
3. The
Assignor hereby makes the following representations and warranties as of
the
date hereof:
(a) To
the
best of the Assignor’s knowledge, nothing has occurred in the period of time
from the related Closing Date (as defined in the Purchase Agreement) to the
date
hereof which would cause such representations and warranties referred to
in
Schedule I herein to be untrue in any material respects as of the date
hereof;
(b) 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;
(c) None
of
the Mortgage Loans are High Cost as defined by any applicable predatory and
abusive lending laws;
(d) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as such
terms are defined in the then current Standard & Poor’s LEVELS Glossary
which is now Version 5.6(c), Appendix E); and
(e) No
Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
is
governed by the Georgia Fair Lending Act.
Remedies
for Breach of Representations and Warranties
4. The
Assignor hereby acknowledges and agrees that the remedies available to the
Assignee and the Trust (including the Trustee and each of the Servicers acting
on the Trust’s behalf) in connection with any breach of the representations and
warranties made by the Assignor as set forth in Section 2.03 of the Pooling
Agreement as if they were set forth herein (including without limitation
the
repurchase and indemnity obligations set forth therein). In addition, the
Assignor hereby acknowledges and agrees that any breach of the representations
set forth in Section 3(f) hereof shall be deemed to materially and adversely
affect the value of the related mortgage loans or the interests of the Trust
in
the related mortgage loans.
Notwithstanding
the foregoing, the Assignor may, at its option, satisfy any obligation of
the
Company with respect to any breach of representation and warranty made by
the
Company regarding the Mortgage Loans.
Miscellaneous
5. 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.
6. 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.
7. This
Agreement shall inure to the benefit of (i) the successors and assigns of
the
parties hereto and (ii) the Trust (including the Trustee and each of the
Servicers 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.
8. 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.
9. 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.
10. 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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GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.
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By:
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/s/
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Name:
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Title:
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FINANCIAL
ASSET SECURITIES CORP.
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By:
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Name:
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Title:
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NOVASTAR
MORTGAGE, INC.
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By:
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Name:
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Title:
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EXHIBIT
A
MORTGAGE
LOAN SCHEDULE
SCHEDULE
I
REPRESENTATIONS
AND WARRANTIES
Capitalized
terms used in this Schedule I but not defined in this Agreement shall have
the
meanings given to such terms in the Purchase Agreement.
1. The
information set forth in the related Mortgage Loan Schedule is complete,
true
and correct;
2. The
Mortgage Loan is in compliance with all requirements set forth in the related
Confirmation, and the characteristics of the related Mortgage Loan Package
as
set forth in the related Confirmation are true and correct; provided, however,
that in the event of any conflict between the terms of any Confirmation and
this
Agreement, the terms of this Agreement shall control, unless otherwise set
forth
herein or in the related Confirmation;
3. All
payments required to be made up to the close of business on the Closing Date
for
such Mortgage Loan under the terms of the Mortgage Note have been made; the
Seller has not advanced funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required
by the
Mortgage Note or Mortgage; no Mortgage Loan is thirty (30) or more days
delinquent as of the Closing Date and there has been no delinquency, exclusive
of any period of grace, in any payment by the Mortgagor thereunder since
the
origination of the Mortgage Loan;
4. There
are
no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
5. The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, recorded in the
applicable public recording office if necessary to maintain the lien priority
of
the Mortgage, and which have been delivered to the Custodian; the substance
of
any such waiver, alteration or modification has been approved by the title
insurer, to the extent required by the related policy, and is reflected on
the
related Mortgage Loan Schedule. No instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been released, in whole
or
in part, except in connection with an assumption agreement approved by
the
title
insurer, to the extent required by the policy, and which assumption agreement
has been delivered to the Custodian and the terms of which are reflected
in the
related Mortgage Loan Schedule;
6. The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or the
exercise of any right thereunder, render the 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.
Each
Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
enforceable and collectible under applicable federal, state and local
law;
7. All
buildings upon the Mortgaged Property are insured by a Qualified Insurer
acceptable to Xxxxxx Xxx and Xxxxxxx
Mac
against
loss by fire, hazards of extended coverage and such other hazards as are
customary in the area where the Mortgaged Property is located, pursuant to
insurance policies providing coverage in an amount not less than the greatest
of
(i) 100% of the replacement cost of all improvements to the Mortgaged Property,
(ii) either (A) the outstanding principal balance of the Mortgage Loan with
respect to each first lien Mortgage Loan or (B) with respect to each second
lien
Mortgage Loan, the sum of the outstanding principal balance of the related
first
lien mortgage loan and the outstanding principal balance of the second lien
Mortgage Loan, or (iii) the amount necessary to avoid the operation of any
co-insurance provisions with respect to the Mortgaged Property, and consistent
with the amount that would have been required as of the date of origination
in
accordance with the Underwriting Guidelines. All such insurance policies
contain
a standard mortgagee clause naming the Seller, its successors and assigns
as
mortgagee and all premiums thereon have been paid. If the Mortgaged Property
is
in an area identified on a Flood Hazard Map or Flood Insurance Rate Map issued
by the Federal Emergency Management Agency as having special flood hazards
(and
such flood insurance has been made available) a flood insurance policy meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the requirements of
Xxxxxx
Mae and Xxxxxxx
Mac.
The
Mortgage obligates the Mortgagor thereunder to maintain all such insurance
at
the Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to maintain such insurance at Mortgagor's
cost and expense and to seek reimbursement therefor from the
Mortgagor;
8. Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures,
predatory and abusive lending, consumer credit protection, equal credit
opportunity, fair housing or disclosure laws applicable to the origination
and
servicing of mortgage loans of a type similar to the Mortgage Loans and
applicable to any prepayment penalty associated with the Mortgage Loans at
origination have been complied with;
9. The
Mortgage has not been satisfied, cancelled, subordinated or rescinded, in
whole
or in part, 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 satisfaction, cancellation, subordination, rescission
or
release;
10. The
Mortgage (including any Negative Amortization which may arise thereunder)
is a
valid, existing and enforceable (A) first lien and first priority security
interest with respect to each Mortgage Loan which is indicated by the Seller
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 Seller to be a second lien (as reflected on the Mortgage
Loan Schedule), in either case, on the Mortgaged Property, including all
improvements on the Mortgaged Property subject only to (a) the lien of current
real property taxes and assessments not yet due and payable, (b) covenants,
conditions and restrictions, rights of way, easements and other matters of
the
public record as of the date of recording being acceptable to mortgage lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and which
do
not adversely affect the Appraised Value of the Mortgaged Property, (c) with
respect to each Mortgage Loan which is indicated by the Seller to be a second
lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a first lien
on
the Mortgaged Property; and (d) 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. Any security agreement,
chattel
mortgage or equivalent document related to and delivered in connection with
the
Mortgage Loan establishes and creates a valid, existing and enforceable first
or
second lien and first or second priority security interest (in each case,
as
indicated on the Mortgage Loan Schedule) on the property described therein
and
the Seller has full right to sell and assign the same to the Purchaser. The
Mortgaged Property was not, as of the date of origination of the Mortgage
Loan,
subject to a mortgage, deed of trust, deed to secure debt or other security
instrument creating a lien subordinate to the lien of the Mortgage;
11. The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance with
its
terms;
12. All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person;
13. The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement 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 have been paid, and the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
14. The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage and has 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;
15. All
parties which have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held
and disposed of such interest, were) in compliance with any and all applicable
“doing business” and licensing requirements of the laws of the state wherein the
Mortgaged Property is located;
16. The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
title insurance policy (which, in the case of an Adjustable Rate Mortgage
Loan
has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1)
acceptable to Xxxxxx Xxx and Xxxxxxx
Mac,
issued
by a title insurer acceptable to Xxxxxx Mae and Xxxxxxx
Mac
and
qualified to do business in the jurisdiction where the Mortgaged Property
is
located, insuring (subject to the exceptions contained in (x)(a) and (b),
and
with respect to any second lien Mortgage Loan (c), above) the Seller, its
successors and assigns as to the first or second priority lien (as indicated
on
the Mortgage Loan Schedule) of the Mortgage in the original principal amount
of
the Mortgage Loan (including, if the Mortgage Loan provides for Negative
Amortization, the maximum amount of Negative Amortization in accordance with
the
Mortgage) and, with respect to any 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 and Negative Amortization provisions of the Mortgage
Note. Additionally, such lender's title insurance policy affirmatively insures
ingress and egress to and from the Mortgaged Property, and against encroachments
by or upon the Mortgaged Property or any interest therein. The Seller is
the
sole insured of such lender's title insurance policy, 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.
No claims have been made under such lender's title insurance policy, and
no
prior holder of the related Mortgage, including the Seller, has done, by
act or
omission, anything which would impair the coverage of such lender's title
insurance policy;
17. There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the 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 of acceleration, and the Seller has not
waived any default, breach, violation or event of acceleration. With respect
to
each second lien Mortgage Loan (i) the first lien mortgage loan is in full
force
and effect, (ii) to the best of Seller’s knowledge, there is no default, breach,
violation or event of acceleration existing under such first lien mortgage
or
the related mortgage note, (iii) 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, (iv) 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, (v) the related first lien
does
not provide for or permit negative amortization under such first lien Mortgage
Loan, and (vi) 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;
18. 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 lien) affecting the related Mortgaged Property which are or may be liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
19. All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
20. The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar institution which is supervised
and
examined by a federal or state authority, or by a mortgagee approved as such
by
the Secretary of HUD;
21.
Principal payments on the Mortgage Loan commenced no more than sixty (60)
days
after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan
bears
interest at the Mortgage Interest Rate. With respect to each Mortgage Loan
which
is not a Negative Amortization Loan, the Mortgage Note is payable on the
first
day of each month in Monthly Payments, which, in the case of a Fixed Rate
Mortgage Loans, are sufficient to fully amortize the original principal balance
over the original term thereof (other than with respect to a Mortgage Loan
identified on the related Mortgage Loan Schedule as an interest-only Mortgage
Loan during the interest-only period or a Mortgage Loan which is identified
on
the related Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay
interest at the related Mortgage Interest Rate, and, in the case of an
Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and in
any
case, are sufficient to fully amortize the original principal balance over
the
original term thereof (other than with respect to a Mortgage Loan identified
on
the related Mortgage Loan Schedule as an interest-only Mortgage Loan during
the
interest-only period or a Mortgage Loan which is identified on the related
Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay interest at
the
related Mortgage Interest Rate. With respect to each Negative Amortization
Mortgage Loan, the related Mortgage Note requires a Monthly Payment which
is
sufficient during the period following each Payment Adjustment Date, to fully
amortize the outstanding principal balance as of the first day of such period
(including any Negative Amortization) over the then remaining term of such
Mortgage Note and to pay interest at the related Mortgage Interest Rate;
provided, that the Monthly Payment shall not increase to an amount that exceeds
107.5% of the amount of the Monthly Payment that was due immediately prior
to
the Payment Adjustment Date; provided, further, that the payment adjustment
cap
shall not be applicable with respect to the adjustment made to the Monthly
Payment that occurs in a year in which the Mortgage Loan has been outstanding
for a multiple of five (5) years and in any such year the Monthly Payment
shall
be adjusted to fully amortize the Mortgage Loan over the remaining term.
With
respect to each Mortgage Loan identified on the Mortgage Loan Schedule as
an
interest-only Mortgage Loan, the interest-only period shall not exceed ten
(10)
years (or such other 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 and to pay interest at the related
Mortgage Interest Rate. 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 remained unpaid principal balance of the Balloon Mortgage Loan
as the
Due Date of such monthly payment. The Index for each Adjustable Rate Mortgage
Loan is as set forth on the Mortgage Loan Schedule. No Mortgage Loan is a
Convertible Mortgage Loan. No Balloon Mortgage Loan has an original stated
maturity of less than seven (7) years;
22. The
origination, servicing and collection practices used with respect to each
Mortgage Note and Mortgage including, without limitation, the establishment,
maintenance and servicing of the Escrow Accounts and Escrow Payments, if
any,
since origination, have been in all respects legal, proper, prudent and
customary in the mortgage origination and servicing industry. The Mortgage
Loan
has been serviced by the Seller and any predecessor servicer in accordance
with
the terms of the Mortgage Note and Accepted Servicing Practices. With respect
to
escrow deposits and Escrow Payments, if any, all such payments are in the
possession of, or under the control of, the Seller and there exist no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments
or
other charges or payments due the Seller have been capitalized under any
Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
Payments are being held by the Seller for any work on a Mortgaged Property
which
has not been completed;
23. The
Mortgaged Property is free of damage and waste and there is no proceeding
pending for the total or partial condemnation thereof;
24. The
Mortgage and related Mortgage Note contain 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, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee's sale, and (b) otherwise by judicial foreclosure. The
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption 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. The
Mortgagor has not notified the Seller and the Seller has no knowledge of
any
relief requested or allowed to the Mortgagor under the Servicemembers’ Civil
Relief Act;
25. The
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
in
effect at the time the Mortgage Loan was originated with exceptions thereto
exercised in a prudent manner; and the Mortgage Note and Mortgage are on
forms
acceptable to Xxxxxx Xxx and Xxxxxxx
Mac;
26. The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(x) above;
27. The
Mortgage File contains an appraisal of the related Mortgaged Property which
satisfied the standards of Xxxxxx Mae and Xxxxxxx
Mac,
was on
appraisal form 1004 or form 2055 with an interior inspection and was made
and
signed, prior to the approval of the Mortgage Loan application, by a qualified
appraiser, duly appointed by the Seller, who had no interest, direct or indirect
in the Mortgaged Property or in any loan made on the security thereof, whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan
and who met the minimum qualifications of Xxxxxx Mae and Xxxxxxx
Mac.
Each
appraisal of the Mortgage Loan was made in accordance with the relevant
provisions of the Financial Institutions Reform, Recovery, and Enforcement
Act
of 1989;
28. In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve 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 after default by the Mortgagor;
29. No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid
by
any source other than the Mortgagor or (c) contains any other similar provisions
which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
payment mortgage loan and the Mortgage Loan does not have a shared appreciation
or other contingent interest feature;
30. The
Mortgagor has executed a statement to the effect that the Mortgagor has received
all disclosure materials required by applicable law with respect to the making
of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File;
31. No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
Mortgaged Property;
32. The
Seller has no knowledge of any circumstances or condition with respect to
the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
standing that can reasonably be expected to cause the Mortgage Loan to be
an
unacceptable investment, cause the Mortgage Loan to become delinquent, or
adversely affect the value of the Mortgage Loan;
33. No
Mortgage Loan had an LTV or a CLTV at origination in excess of 100%. Except
to
the extent specified on the Mortgage Loan Schedule, no Mortgage Loan is subject
to a lender paid primary mortgage insurance policy;
34. At
origination, the Mortgaged Property was lawfully occupied under applicable
law
and as of the Closing Date, to the best of Seller’s knowledge, the Mortgaged
Property is lawfully occupied under applicable law; 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, have been
made
or obtained from the appropriate authorities;
35. No
error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of any person, including
without limitation the Mortgagor, any appraiser, any builder or developer,
or
any other party involved in the origination of the Mortgage Loan or in the
application of any insurance in relation to such Mortgage Loan;
36. The
Assignment of Mortgage is in recordable form, except for the name of the
assignee which is blank, and is acceptable for recording under the laws of
the
jurisdiction in which the Mortgaged Property is located;
37. Any
principal advances made to the Mortgagor prior to the Cut-off 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 first or second (as indicated
on
the Mortgage Loan Schedule) lien priority by a title insurance policy, an
endorsement to the policy insuring the mortgagee's consolidated interest
or by
other title evidence acceptable to Xxxxxx Mae and Xxxxxxx
Mac.
The
consolidated principal amount does not exceed the original principal amount
of
the Mortgage Loan plus any Negative Amortization;
38. If
the
Residential Dwelling on the Mortgaged Property is a condominium unit or a
unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of Xxxxxx Mae and Xxxxxxx
Mac;
39. The
source of the down payment with respect to each Mortgage Loan has been fully
verified by the Seller;
40. Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
41. The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law;
42. The
Seller shall, at its own expense, cause each Mortgage Loan to be covered
by a
Tax Service Contract which is assignable to the Purchaser or its designee;
provided however, that if the Seller fails to purchase such Tax Service
Contract, the Seller shall be required to reimburse the Purchaser for all
costs
and expenses incurred by the Purchaser in connection with the purchase of
any
such Tax Service Contract. The Purchaser shall be responsible for any costs
incurred in connection with changing the provider of the Tax Service Contract
for any Mortgage Loan that is covered by a Tax Service Contract.
43. Each
Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
to
the Purchaser or its designee or, for each Mortgage Loan not covered by such
Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone
Service Contract;
44. No
Mortgage Loan is (a)(1) subject to the provisions of the Homeownership and
Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an APR or total
points and fees that are equal to or exceeds the HOEPA thresholds (as defined
in
12 CFR 226.32 (a)(1)(i) and (ii)), (b) a “high cost” mortgage loan, “covered”
mortgage loan, “high risk home” mortgage loan, or “predatory” mortgage loan or
any other comparable term, no matter how defined under any federal, state
or
local law, (c) subject to any comparable federal, state or local statutes
or
regulations, or any other statute or regulation providing for heightened
regulatory scrutiny or assignee liability to holders of such mortgage loans,
or
(d) a High Cost Loan or Covered Loan, as applicable (as such terms are defined
in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix
E);
45. No
predatory, abusive, or deceptive lending practices, including but not limited
to, the extension of credit to a Mortgagor without regard for the Mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
which has no apparent benefit to the Mortgagor, were employed in connection
with
the origination of the Mortgage Loan. Each Mortgage Loan is in compliance
with
the anti-predatory lending eligibility for purchase requirements of the Xxxxxx
Mae Guides;
46. The
debt-to-income ratio of the related Mortgagor was not greater than 60% at
the
origination of the related Mortgage Loan;
47. No
Mortgagor was required to purchase any credit insurance product (e.g., life,
mortgage, disability, accident, unemployment 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 insurance policy (e.g.,
life, mortgage, disability, accident, unemployment or health insurance) or
debt
cancellation agreement in connection with the origination of the Mortgage
Loan.
No proceeds from any Mortgage Loan were used to purchase single premium credit
insurance policies ) or debt cancellation agreements as part of the origination
of, or as a condition to closing, such Mortgage Loan;
48. [Reserved];
49. The
Mortgage contains an enforceable provision for the acceleration of the payment
of the unpaid principal balance of the Mortgage Loan in the event that the
Mortgaged Property is sold or transferred without the prior written consent
of
the mortgagee thereunder;
50. The
Mortgage Loan complies with all applicable consumer credit statutes and
regulations, including, without limitation, the respective Uniform Consumer
Credit Code laws in effect in Alabama, Colorado, Idaho, Indiana, Iowa, Kansas,
Maine, Oklahoma, South Carolina, Utah, West Virginia and Wyoming, has been
originated by a properly licensed entity, and in all other respects, complies
with all of the material requirements of any such applicable laws;
51. The
information set forth in the Mortgage Loan Schedule as to Prepayment Charges
is
complete, true and correct in all material respects and each Prepayment Charge
is permissible, enforceable and collectable in accordance with its terms
upon
the Mortgagor’s full and voluntary principal payment under applicable
law;
52. The
Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
53. No
Mortgage Loan is secured by cooperative housing, commercial property or mixed
use property;
54. Each
Mortgage Loan is eligible for sale in the secondary market or for inclusion
in a
Securitization Transaction under customary secondary market terms and
conditions;
55. Except
as
set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
are
subject to a Prepayment Charge. For any Mortgage Loan originated prior to
October 1, 2002 that is subject to a Prepayment Charge, such Prepayment Charge
does not extend beyond five (5) years after the date of origination. For
any
Mortgage Loan originated on or following October 1, 2002 that is subject
to a
Prepayment Charge, such Prepayment Charge does not extend beyond three (3)
years
after the date of origination. 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 Mortgage 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 Mortgage 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, and (iv) notwithstanding any state or federal law to the contrary, the
Seller shall not impose such Prepayment Charge in any instance when the mortgage
debt is accelerated as the result of the Mortgagor’s default in making the loan
payments;
56. To
the
extent applicable, the Seller 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 Seller, if
required, has established an anti-money laundering compliance program as
and to
the extent 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 Mortgaged Property, 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;
57. 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 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. With
respect to any Mortgage Loan, the Mortgagor was assigned the highest credit
grade available with respect to a mortgage loan product offered by such Mortgage
Loan’s originator, based on a comprehensive assessment of risk factors,
including the Mortgagor’s credit history;
58. 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. Such
underwriting methodology confirmed that at the time of origination
(application/approval) the Mortgagor had a reasonable ability to make timely
payments on the Mortgage Loan;
59. With
respect to each Mortgage Loan, the Seller has fully and accurately furnished
complete information (i.e., favorable and unfavorable) 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, for each Mortgage Loan, the Seller will 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;
60. All
points and fees related to each Mortgage Loan were disclosed in writing to
the
related Borrower in accordance with applicable state and federal laws and
regulations. Except to the extent set forth on the Mortgage Loan Schedule,
no
related Borrower was charged “points and fees” (whether or not financed) in an
amount greater than (a) $1,000 or (b) 5% of the principal amount of such
loan,
whichever is greater, such 5% limitation is calculated in accordance with
Xxxxxx
Mae’s anti-predatory lending requirements as set forth in the Xxxxxx Mae Guides.
For purposes of this representation, “points and fees” (a) include origination,
underwriting, broker and finder’s fees and other charges that the lender imposed
as a condition of making the loan, whether they are paid to the lender or
a
third party, and (b) exclude bona fide discount points, fees paid for actual
services rendered in connection with the origination of the mortgage (such
as
attorneys’ fees, notaries fees and fees paid for property appraisals, credit
reports, surveys, title examinations and extracts, flood and tax certifications,
and home inspections); the cost of mortgage insurance or credit-risk price
adjustments; the costs of title, hazard, and flood insurance policies; state
and
local transfer taxes or fees; escrow deposits for the future payment of taxes
and insurance premiums; and other miscellaneous fees and charges that, in
total,
do not exceed 0.25 percent of the loan amount. 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 were disclosed in writing to the related Mortgagor in accordance
with applicable state and federal laws and regulations;
61. The
Seller will transmit full-file credit reporting data for each Mortgage Loan
pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage Loan,
Seller 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;
62. With
respect to any Mortgage Loan which is secured by manufactured housing, if
such
Mortgage Loans are permitted hereunder, such Mortgage Loan satisfies the
requirements for inclusion in residential mortgage backed securities
transactions rated by Standard & Poor's Ratings Services and such
manufactured housing is the principal residence of the Mortgagor at the time
of
the origination of the Mortgage Loan;
63. Each
Mortgage Loan constitutes a “qualified mortgage” under
Section 860G(a)(3)(A) of the Code and Treasury Regulation
Section 1.860G-2(a)(1);
64. No
Mortgage Loan is secured by real property or secured by a manufactured home
located in the state of Georgia unless (x) such Mortgage Loan was originated
prior to October 1, 2002 or after March 6, 2003, or (y) the property securing
the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each
Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all
applicable provisions of the Georgia Act. 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;
65. No
Mortgage Loan is a “High-Cost” loan as defined under the New York Banking Law
Section 6-1, effective as of April 1, 2003;
66. No
Mortgage Loan (a) is secured by property located in the State of New York;
(b)
had an unpaid principal balance at origination of $300,000 or less, and (c)
has
an application date on or after April 1, 2003, the terms of which Mortgage
Loan
equal or exceed either the APR or the points and fees threshold for “high-cost
home loans”, as defined in Section 6-1 of the New York State Banking
Law;
67. No
Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
Protection Act effective July 16, 2003 (Act 1340 or 2003);
68. No
Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
loan statute effective June 24, 2003 (Ky. Rev. Stat.
Section 360.100);
69. No
Mortgage Loan secured by property located in the State of Nevada is a “home
loan” as defined in the Nevada Assembly Xxxx No. 284;
70. No
Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost
Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
et
seq.);
71. No
Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
and
Equity protection Act;
72. No
Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (N.M. Stat. Xxx. §§ 58-21A-1 et
seq.);
73. No
Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
seq.);
74. No
Loan
that is secured by property located within the State of Maine meets the
definition of a (i) “high-rate, high-fee” mortgage loan under Article VIII,
Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan” as
defined under the Maine House Xxxx 383 X.X. 494, effective as of September
13,
2003;
75. With
respect to any Loan for which a mortgage loan application was submitted by
the
Mortgagor after April 1, 2004, no such Loan secured by Mortgaged Property
in the
State of Illinois which has a Loan Interest Rate in excess of 8.0% per annum
has
lender-imposed fees (or other charges) in excess of 3.0% of the original
principal balance of the Loan;
76. No
Mortgage Loan is a “High Cost Home Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
(Mass. Xxx. Laws Ch. 183C). 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 Massachusetts House Xxxx 4880 (2004)) unless either (1)
(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 2.25% 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 House Xxxx 4880 (2004)) 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, or (2) such Mortgage Loan is in the "borrower's interest," as
documented by a "borrower's interest worksheet" for the particular Mortgage
Loan, which worksheet incorporates the factors set forth in Massachusetts
House
Xxxx 4880 (2004) and the regulations promulgated thereunder for determining
"borrower's interest," and otherwise complies in all material respects with
the
laws of the Commonwealth of Massachusetts;
77. No
Loan
is a “High Cost Home Loan” as defined by the Indiana Home Loan Practices Act,
effective January 1, 2005 ( Ind. Code Xxx. §§ 24-9-1 et seq.);
78. 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;
79. The
sale
or transfer of the Mortgage Loan by the Seller complies with all applicable
federal, state, and local laws, rules, and regulations governing such sale
or
transfer, including, without limitation, the Fair and Accurate Credit
Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
amended from time to time, and the Seller has not received any actual or
constructive notice of any identity theft, fraud, or other misrepresentation
in
connection with such Mortgage Loan or any party thereto;
80. With
respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is
accurately provided on the Mortgage Loan Schedule. The related Assignment
of
Mortgage to MERS has been duly and properly recorded, or has been delivered
for
recording to the applicable recording office;
81. With
respect to each MOM Loan, Seller 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;
82. With
respect to each second lien Mortgage Loan, 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; and
83. No
Mortgagor agreed to submit to arbitration to resolve any dispute arising
out of
or relating in any way to the Mortgage Loan transaction. No Mortgage Loan
is
subject to any mandatory arbitration.
EXHIBIT
D
MORTGAGE
LOAN SCHEDULE
SEQUENCE # STATE ZIP CODE OCCUPANCY PROPERTY TYPE I/O? I/O ORIG TERM
---------- ----- -------- --------- ------------- ---- -------------
1000225669 CA 95351 Primary Single Family N 0
1000228307 CA 94589 Primary Single Family N 0
1000228405 NM 87124 Primary Single Family N 0
1000231271 CA 92301 Primary Single Family N 0
1000231805 TX 77449 Primary Planned Xxxx Xxxxxxxxxxx X 0
0000000000 XX 00000 Primary Two-to-Four Family N 0
1000232115 CA 95121 Primary Planned Unit Development N 0
1000232963 UT 84070 Primary Single Family N 0
1000233953 CA 94801 Primary Single Family N 0
1000234040 AL 36106 Primary Single Family N 0
0000000000 CA 91411 Primary Two-to-Four Family N 0
1000234111 NV 89107 Primary Single Family N 0
1000234265 CA 94503 Primary Single Family N 0
0000000000 NY 10467 Primary Two-to-Four Family N 0
1000234467 UT 84120 Primary Single Family N 0
1000234551 AR 72404 Primary Single Family N 0
1000234758 CA 90802 Primary Two-to-Four Family N 0
1000234771 ID 83201 Primary Single Family N 0
1000234857 AZ 85028 Primary Planned Unit Development N 0
1000234883 CA 93257 Primary Single Family N 0
1000235128 AZ 85205 Primary Single Family N 0
1000235475 CA 94066 Primary Single Family N 0
1000235624 AZ 85718 Primary Planned Xxxx Xxxxxxxxxxx X 0
0000000000 XX 00000 Primary Planned Xxxx Xxxxxxxxxxx X 0
0000000000 XX 00000 Primary Planned Xxxx Xxxxxxxxxxx X 0
0000000000 XX 00000 Primary Two-to-Four Family N 0
1000236047 IN 46235 Primary Single Family N 0
1000236165 NM 87144 Primary Single Family N 0
1000236304 FL 33909 Second Home Single Family N 0
1000236377 AZ 86305 Second Home Single Family N 0
1000236378 NV 89130 Primary Single Family N 0
1000236580 NV 89123 Primary Planned Xxxx Xxxxxxxxxxx X 0
0000000000 XX 00000 Primary Planned Unit Development N 0
1000236794 CA 92585 Primary Single Family N 0
1000236852 MI 48205 Primary Single Family N 0
1000236994 AL 35660 Primary Single Family N 0
1000237048 UT 84120 Primary Single Family N 0
1000237074 CA 93722 Primary Single Family N 0
1000237156 CA 92602 Primary Condominium N 0
1000237163 AZ 85339 Primary Planned Xxxx Xxxxxxxxxxx X 0
0000000000 XX 00000 Primary Planned Unit Development N 0
1000237369 FL 32818 Primary Single Family N 0
1000237461 CA 90029 Primary Two-to-Four Family N 0
1000237485 CA 90016 Primary Two-to-Four Family N 0
1000237516 IN 47355 Primary Single Family N 0
1000237560 ID 83642 Primary Planned Xxxx Xxxxxxxxxxx X 0
0000000000 XX 00000 Primary Condominium N 0
1000237710 NV 89012 Primary Planned Unit Development N 0
1000237711 OR 97236 Primary Single Family N 0
1000237715 OR 97530 Primary Planned Xxxx Xxxxxxxxxxx X 0
0000000000 XX 00000 Primary Planned Unit Development N 0
1000237860 FL 32130 Second Home Single Family N 0
1000237932 MI 48152 Primary Condominium N 0
1000237936 NV 89123 Primary Planned Unit Development N 0
1000237967 CA 92395 Primary Single Family N 0
1000238016 AZ 85040 Primary Planned Unit Development N 0
1000238036 UT 84526 Primary Single Family N 0
1000238051 CA 91745 Primary Single Family N 0
1000238074 GA 30012 Primary Planned Xxxx Xxxxxxxxxxx X 0
0000000000 XX 00000 Primary Planned Unit Development N 0
1000238147 CA 95376 Primary Single Family N 0
1000238162 CA 92648 Primary Condominium N 0
1000238203 CT 06010 Primary Single Family N 0
1000238206 WA 98660 Primary Single Family N 0
1000238246 CA 92026 Primary Planned Unit Development N 0
1000238263 UT 84404 Primary Single Family N 0
1000238317 FL 34224 Primary Single Family N 0
1000238318 CA 92308 Primary Single Family N 0
1000238341 CA 92026 Primary Single Family N 0
1000238366 CT 06604 Primary Two-to-Four Family N 0
1000238370 CA 95843 Primary Single Family N 0
1000238393 CA 90220 Primary Single Family N 0
1000238412 TX 77581 Primary Planned Unit Development N 0
1000238446 CA 90029 Primary Two-to-Four Family N 0
1000238460 TX 79601 Primary Planned Unit Development N 0
1000238474 CA 95148 Primary Single Family N 0
1000238500 AL 36582 Primary Single Family N 0
1000238506 OH 45036 Primary Single Family N 0
1000238534 MI 48813 Primary Single Family N 0
1000238556 CA 90044 Primary Single Family N 0
1000238574 OR 97304 Primary Single Family N 0
1000238580 NV 89015 Primary Planned Xxxx Xxxxxxxxxxx X 0
0000000000 XX 00000 Primary Single Family N 0
1000238602 CA 92026 Primary Condominium N 0
1000238616 UT 84107 Primary Single Family N 0
1000238617 AZ 85035 Primary Single Family N 0
1000238670 FL 32807 Primary Single Family N 0
1000238671 FL 32807 Primary Single Family N 0
1000238692 FL 32130 Primary Single Family N 0
1000238701 MI 49445 Primary Single Family N 0
0000000000 CA 92336 Primary Single Family N 0
1000238738 CA 92551 Primary Single Family N 0
1000238748 CA 94589 Primary Condominium N 0
1000238782 CA 91945 Primary Two-to-Four Family N 0
1000238812 NY 11234 Primary Two-to-Four Family N 0
1000238827 AZ 85033 Primary Single Family N 0
1000238854 NV 89701 Primary Planned Unit Development N 0
1000238886 CA 92307 Primary Two-to-Four Family N 0
1000238953 CA 91744 Primary Single Family N 0
1000238956 FL 34953 Primary Single Family N 0
1000238977 CA 94591 Primary Planned Xxxx Xxxxxxxxxxx X 0
0000000000 XX 00000 Primary Two-to-Four Family N 0
1000238993 NE 68801 Primary Single Family N 0
1000239019 IA 50220 Primary Single Family N 0
1000239041 CT 06705 Primary Single Family N 0
1000239054 MA 02721 Primary Two-to-Four Family N 0
1000239061 FL 33952 Primary Single Family N 0
1000239071 OH 43326 Primary Single Family N 0
1000239100 IL 62206 Primary Single Family N 0
1000239102 ID 83686 Primary Planned Unit Development N 0
1000239128 FL 32907 Primary Single Family N 0
1000239155 NY 11520 Primary Single Family N 0
1000239178 PA 17543 Primary Single Family N 0
1000239185 IL 60101 Primary Planned Unit Development N 0
1000239239 CA 95367 Primary Single Family N 0
1000239241 FL 33351 Primary Single Family N 0
1000239273 AZ 85204 Primary Single Family N 0
1000239292 UT 84029 Primary Single Family N 0
0000000000 TX 75093 Primary Single Family N 0
1000239302 GA 30132 Second Home Planned Xxxx Xxxxxxxxxxx X 0
0000000000 XX 00000 Primary Single Family N 0
1000239323 AZ 85212 Second Home Planned Xxxx Xxxxxxxxxxx X 0
0000000000 XX 00000 Primary Planned Xxxx Xxxxxxxxxxx X 0
0000000000 XX 00000 Primary Single Family N 0
1000239366 WA 98406 Primary Condominium N 0
1000239375 ID 83709 Primary Planned Xxxx Xxxxxxxxxxx X 0
0000000000 XX 00000 Primary Planned Unit Development N 0
0000000000 AZ 85305 Primary Single Family N 0
1000239416 AZ 85041 Primary Single Family N 0
1000239417 NV 89142 Primary Single Family N 0
1000239431 CO 80918 Primary Planned Unit Development N 0
1000239470 TN 38125 Primary Single Family N 0
1000239473 AZ 85207 Primary Single Family N 0
1000239501 TX 76106 Primary Single Family N 0
1000239516 AZ 85087 Primary Single Family N 0
1000239526 OR 97217 Primary Single Family N 0
1000239531 AZ 85202 Primary Single Family N 0
1000239544 NV 89108 Primary Planned Unit Development N 0
1000239547 AZ 85033 Primary Single Family N 0
1000239557 AZ 85016 Primary Xxx-xx-Xxxx Xxxxxx X 0
0000000000 XX 00000 Primary Planned Unit Development N 0
1000239572 AZ 85033 Primary Single Family N 0
0000000000 FL 33990 Primary Two-to-Four Family N 0
1000239621 MT 59833 Primary Single Family N 0
1000239638 TX 76063 Primary Single Family N 0
0000000000 OR 97008 Primary Two-to-Four Family N 0
1000239648 OH 45505 Primary Single Family N 0
1000239656 MO 64110 Primary Single Family N 0
1000239665 NV 89110 Primary Condominium N 0
1000239666 CA 93312 Primary Single Family N 0
1000239668 FL 33064 Primary Single Family N 0
1000239705 WA 98390 Primary Single Family N 0
1000239709 NM 87112 Primary Single Family N 0
1000239723 CA 95670 Primary Single Family N 0
1000239726 OR 97301 Primary Single Family N 0
1000239764 WA 98661 Primary Single Family N 0
1000239797 WA 98418 Primary Single Family N 0
1000239804 FL 32837 Primary Single Family N 0
1000239816 AZ 85730 Primary Planned Unit Development N 0
1000239843 OR 97457 Primary Single Family N 0
1000239847 CA 95212 Primary Single Family N 0
1000239868 CA 90008 Primary Two-to-Four Family N 0
1000239876 CA 95823 Primary Single Family N 0
1000239877 AZ 85249 Primary Single Family N 0
1000239878 CA 94601 Primary Two-to-Four Family N 0
1000239899 PA 19083 Primary Single Family N 0
1000239907 CO 80004 Primary Single Family N 0
1000239915 FL 32164 Second Home Single Family N 0
1000239937 UT 84501 Primary Single Family N 0
1000239949 WI 53566 Primary Single Family N 0
1000239970 WA 98356 Primary Single Family N 0
1000239985 PA 18801 Primary Two-to-Four Family N 0
1000240001 FL 33971 Second Home Single Family N 0
1000240011 UT 84115 Primary Single Family N 0
1000240041 CA 90003 Primary Two-to-Four Family N 0
1000240053 CA 92504 Primary Single Family N 0
1000240073 CO 80915 Primary Two-to-Four Family N 0
1000240077 CA 92530 Primary Single Family N 0
1000240119 IL 60506 Primary Single Family N 0
1000240144 AZ 85301 Primary Single Family N 0
0000000000 CA 92694 Primary Planned Unit Development N 0
1000240173 PA 17042 Primary Single Family N 0
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SEQUENCE # I/O REM TERM ORIG TERM AMORT ORIG TERM REM TERM LTV ADDITIONAL COLLATERAL CURRENT RATE
---------- ------------ --------- --------------- -------- --- --------------------- ------------
1000225669 0 180 360 171 100 0 10.5
1000228307 0 180 360 170 100 0 10.125
1000228405 0 180 180 172 100 0 11.249
1000231271 0 180 360 171 100 0 9.999
1000231805 0 180 360 171 100 0 9.999
1000231832 0 180 360 172 100 0 8.25
1000232115 0 180 360 172 100 0 9.5
1000232963 0 180 360 171 100 0 10.999
1000233953 0 180 360 171 100 0 8.625
1000234040 0 180 360 171 100 0 10.75
0000000000 0 180 360 169 100 0 9.875
1000234111 0 180 360 169 100 0 10.375
1000234265 0 180 360 170 100 0 9.25
0000000000 0 180 360 171 100 0 11.125
1000234467 0 180 360 169 100 0 10.375
1000234551 0 180 180 169 100 0 10.125
1000234758 0 180 360 170 100 0 10.5
1000234771 0 180 360 170 100 0 10.125
1000234857 0 180 360 170 100 0 7.875
1000234883 0 180 360 169 100 0 9.375
1000235128 0 180 360 169 100 0 11.375
1000235475 0 180 360 171 100 0 9.75
1000235624 0 180 360 171 100 0 8.75
1000235731 0 180 360 170 100 0 10.75
1000235754 0 180 360 170 95 0 10.125
1000235764 0 180 360 171 100 0 12.25
1000236047 0 180 360 171 100 0 13.625
1000236165 0 180 360 170 100 0 10.625
1000236304 0 180 360 171 100 0 11.125
1000236377 0 180 360 171 100 0 12.624
1000236378 0 180 360 170 100 0 10.375
1000236580 0 180 360 171 100 0 9.75
1000236767 0 180 360 170 100 0 12.375
1000236794 0 180 360 170 100 0 8.125
1000236852 0 180 360 171 100 0 11.75
1000236994 0 180 360 170 100 0 14.5
1000237048 0 180 360 170 100 0 11.875
1000237074 0 180 360 171 100 0 10.125
1000237156 0 180 360 171 100 0 7.99
1000237163 0 180 360 171 99.97 0 10.75
1000237229 0 180 360 171 100 0 10
1000237369 0 180 360 170 100 0 12.5
1000237461 0 180 360 170 100 0 10.625
1000237485 0 180 360 170 100 0 10.125
1000237516 0 180 360 171 100 0 12.625
1000237560 0 180 360 171 95 0 10.375
1000237662 0 180 180 170 100 0 8.375
1000237710 0 180 360 171 100 0 11.625
1000237711 0 180 360 170 95 0 10.375
1000237715 0 180 360 170 100 0 10.875
1000237835 0 180 360 171 100 0 8.999
1000237860 0 180 360 171 100 0 11.125
1000237932 0 180 360 171 100 0 9.625
1000237936 0 180 360 171 100 0 10.375
1000237967 0 180 360 171 100 0 9.375
1000238016 0 180 360 170 100 0 10.625
1000238036 0 180 360 170 100 0 9.375
1000238051 0 180 360 171 100 0 10.75
1000238074 0 180 360 171 100 0 10.625
0000000000 0 180 360 171 100 0 10.375
1000238147 0 180 360 170 95.78 0 10.375
1000238162 0 180 360 171 95 0 10.249
1000238203 0 180 360 170 100 0 8.875
1000238206 0 180 360 171 100 0 9.999
1000238246 0 180 360 171 100 0 9.999
1000238263 0 180 360 171 100 0 12.375
1000238317 0 180 360 170 100 0 10.375
1000238318 0 180 360 171 100 0 10.125
1000238341 0 180 360 171 100 0 9.625
1000238366 0 180 360 171 100 0 13.499
1000238370 0 180 360 171 96.64 0 9.125
1000238393 0 180 360 170 100 0 10.125
1000238412 0 180 360 171 100 0 13.75
1000238446 0 180 360 170 100 0 8.625
1000238460 0 180 360 171 100 0 9.999
1000238474 0 180 360 171 100 0 8.875
1000238500 0 180 360 170 100 0 14.5
1000238506 0 180 360 171 100 0 14.5
1000238534 0 180 360 171 100 0 9.875
1000238556 0 180 360 171 100 0 9.999
1000238574 0 180 360 171 97.3 0 12.5
1000238580 0 180 360 170 90 0 11.125
1000238600 0 180 360 170 100 0 11.375
1000238602 0 180 360 171 100 0 9.875
1000238616 0 180 360 171 100 0 10.375
1000238617 0 180 360 171 100 0 9.625
1000238670 0 360 480 350 80 0 6.905
1000238671 0 180 360 170 100 0 8.625
1000238692 0 180 360 171 100 0 14.5
1000238701 0 180 360 171 100 0 14.75
0000000000 0 180 360 170 100 0 9.375
1000238738 0 180 360 170 100 0 8.625
1000238748 0 180 360 170 100 0 10.625
1000238782 0 180 360 171 90 0 9.999
1000238812 0 180 360 171 100 0 11
1000238827 0 180 360 171 100 0 14.5
1000238854 0 180 360 171 100 0 8.125
1000238886 0 180 360 171 100 0 12.125
1000238953 0 180 360 171 100 0 10.125
1000238956 0 180 360 171 100 0 10.25
1000238977 0 180 360 171 100 0 7.375
1000238978 0 180 360 171 100 0 12.125
1000238993 0 180 360 171 100 0 14.5
1000239019 0 180 360 171 100 0 14.5
1000239041 0 180 360 171 100 0 11.125
1000239054 0 180 360 171 100 0 10.875
1000239061 0 180 360 171 100 0 10.375
1000239071 0 180 360 170 100 0 14.5
1000239100 0 180 360 171 100 0 11.375
1000239102 0 180 360 171 100 0 8.875
1000239128 0 180 360 171 100 0 12.375
1000239155 0 180 360 170 100 0 9.25
1000239178 0 240 240 231 100 0 11.75
1000239185 0 180 360 171 100 0 11.375
1000239239 0 180 360 171 100 0 9.375
1000239241 0 180 360 171 100 0 10.375
1000239273 0 180 360 170 100 0 8.125
1000239292 0 180 360 171 100 0 13.375
0000000000 0 180 360 171 100 0 9.99
1000239302 0 180 360 171 100 0 12
1000239310 0 180 360 171 100 0 10.625
1000239323 0 180 360 171 99.99 0 9.375
1000239343 0 180 360 171 100 0 10.375
1000239352 0 180 360 170 100 0 12.375
1000239366 0 180 360 171 100 0 10.625
1000239375 0 180 360 171 100 0 12.5
1000239408 0 180 360 171 100 0 9.375
0000000000 0 180 360 170 100 0 10.75
1000239416 0 180 360 171 100 0 10.75
1000239417 0 180 360 170 95 0 10.5
1000239431 0 180 360 170 100 0 10.375
1000239470 0 180 360 171 100 0 10.5
1000239473 0 180 360 171 99.99 0 10.375
1000239501 0 180 360 171 100 0 13.25
1000239516 0 180 360 171 100 0 12.999
1000239526 0 180 360 170 100 0 10.5
1000239531 0 180 360 171 100 0 10.75
1000239544 0 180 360 171 100 0 10.5
1000239547 0 180 360 171 100 0 12.5
1000239557 0 180 360 171 100 0 13.5
1000239565 0 180 360 171 100 0 10.75
1000239572 0 180 360 171 100 0 13.375
0000000000 0 180 360 171 100 0 12.75
1000239621 0 180 360 171 100 0 10.5
1000239638 0 180 360 171 100 0 11.5
0000000000 0 180 360 171 100 0 10.25
1000239648 0 180 360 171 100 0 14.625
1000239656 0 180 360 171 100 0 11.75
1000239665 0 180 360 171 100 0 11.249
1000239666 0 180 360 170 100 0 10.25
1000239668 0 180 360 171 100 0 14.875
1000239705 0 180 360 171 100 0 10.5
1000239709 0 180 360 171 100 0 12.375
1000239723 0 180 360 171 100 0 9.75
1000239726 0 180 360 171 100 0 10.75
1000239764 0 180 360 171 100 0 12.5
1000239797 0 180 360 171 100 0 14.625
1000239804 0 180 180 171 100 0 10.75
1000239816 0 180 360 171 100 0 9.75
1000239843 0 180 360 171 100 0 9.5
1000239847 0 180 360 171 100 0 8.5
1000239868 0 180 360 171 100 0 11.25
1000239876 0 180 360 171 100 0 10.999
1000239877 0 180 360 171 100 0 8.75
1000239878 0 180 360 171 95 0 10.875
1000239899 0 180 360 170 100 0 11.5
1000239907 0 180 360 170 100 0 9.5
1000239915 0 180 360 171 100 0 12.375
1000239937 0 180 360 171 100 0 11.5
1000239949 0 180 360 170 100 0 13.375
1000239970 0 180 360 171 100 0 14.625
1000239985 0 180 360 171 100 0 12
1000240001 0 180 360 171 100 0 11.375
1000240011 0 180 360 171 100 0 10.5
1000240041 0 180 360 171 100 0 10.25
1000240053 0 180 360 171 100 0 10.125
1000240073 0 180 360 171 100 0 9
1000240077 0 180 360 171 100 0 10.125
1000240119 0 180 360 171 100 0 10.5
1000240144 0 180 360 171 100 0 10.75
0000000000 0 180 360 171 100 0 9.5
1000240173 0 180 360 171 100 0 11.75
1000240176 0 180 360 171 100 0 11.625
1000240185 0 180 180 171 100 0 10.75
1000240187 0 180 360 171 100 0 9.25
1000240199 0 180 360 171 100 0 11.5
1000240202 0 180 360 171 100 0 9.75
1000240203 0 180 360 171 100 0 14.5
1000240216 0 180 360 171 100 0 11.25
1000240221 0 180 360 171 100 0 12.75
0000000000 0 180 360 171 100 0 11.625
1000240247 0 180 360 171 100 0 11.5
1000240278 0 180 360 171 100 0 9.75
1000240299 0 180 360 171 100 0 10.125
1000240343 0 180 360 171 100 0 11.75
1000240348 0 180 360 171 100 0 11.5
0000000000 0 180 360 171 100 0 10.125
1000240354 0 180 360 171 100 0 11.5
1000240369 0 180 360 171 100 0 13.125
1000240375 0 180 360 172 100 0 10.999
1000240382 0 180 360 171 100 0 10.5
1000240403 0 180 360 171 100 0 14.5
0000000000 0 180 360 171 100 0 11.5
1000240435 0 180 360 171 100 0 9.75
1000240441 0 180 360 171 100 0 9.75
0000000000 0 180 360 171 95 0 12.75
1000240454 0 180 360 171 100 0 10.75
1000240484 0 180 360 171 100 0 15.125
1000240502 0 180 360 171 100 0 10.25
1000240504 0 180 360 171 100 0 12.75
1000240508 0 180 360 171 100 0 10.25
1000240511 0 180 360 171 100 0 11.5
1000240521 0 180 360 171 100 0 9.499
1000240577 0 180 360 171 100 0 9.999
1000240581 0 180 360 171 100 0 11.5
1000240590 0 180 360 171 100 0 10.5
1000240599 0 180 360 172 100 0 10.999
1000240606 0 180 360 171 100 0 15.75
1000240608 0 180 360 171 100 0 12.875
1000240623 0 180 360 171 100 0 8.5
1000240648 0 180 360 171 100 0 10.999
1000240649 0 180 360 171 100 0 10.75
1000240655 0 180 360 171 100 0 13.875
1000240661 0 180 360 171 100 0 7.5
1000240665 0 180 360 171 100 0 9.999
1000240668 0 180 360 171 100 0 10.75
0000000000 0 180 360 171 100 0 11.25
1000240687 0 180 360 171 100 0 9.999
1000240734 0 180 360 171 100 0 9.75
1000240740 0 180 360 172 100 0 9.5
1000240744 0 180 360 171 100 0 11.99
1000240746 0 180 360 172 100 0 9.75
1000240753 0 180 360 171 100 0 7.5
1000240765 0 180 360 172 100 0 8.999
1000240777 0 180 360 171 100 0 14.625
1000240781 0 180 360 171 100 0 9.75
1000240789 0 180 360 171 100 0 14.625
1000240792 0 180 360 171 100 0 11.75
1000240797 0 180 360 171 100 0 8.999
1000240810 0 180 180 171 100 0 9.75
1000240811 0 180 360 171 100 0 10.75
1000240820 0 180 360 171 100 0 8.5
1000240825 0 180 180 171 100 0 10.75
1000240836 0 180 360 171 100 0 11.75
1000240845 0 180 360 171 100 0 10.75
1000240855 0 180 360 171 100 0 9.999
0000000000 0 180 360 171 100 0 10.75
1000240871 0 180 360 171 100 0 12.625
1000240880 0 180 360 171 100 0 10.75
0000000000 0 180 360 171 100 0 7.75
1000240902 0 180 360 171 95 0 10.25
1000240930 0 180 360 171 100 0 9.999
1000240935 0 180 360 171 100 0 9.999
1000240945 0 180 360 171 100 0 9.5
1000240947 0 180 360 172 100 0 10.25
1000240977 0 180 360 171 95 0 8.75
1000241030 0 180 360 171 100 0 11.75
1000241036 0 180 360 171 100 0 13.625
1000241044 0 180 360 171 100 0 10
0000000000 0 180 360 171 100 0 10.75
1000241065 0 180 360 171 100 0 9.999
1000241115 0 180 360 171 100 0 9.999
1000241116 0 180 360 171 100 0 11.625
1000241168 0 180 360 172 100 0 9.999
1000241184 0 180 360 171 100 0 10.999
1000241200 0 180 360 171 90 0 13.375
1000241213 0 180 360 171 100 0 11.99
1000241224 0 180 180 171 100 0 12.75
1000241239 0 180 360 171 100 0 10.5
0000000000 0 180 360 171 99.99 0 10.999
1000241294 0 180 360 171 100 0 10.375
0000000000 0 180 180 171 100 0 8.5
1000241309 0 180 360 171 100 0 10.999
1000241334 0 180 360 171 100 0 9.75
1000241336 0 180 360 171 100 0 10.999
1000241337 0 180 360 171 100 0 11.75
1000241342 0 180 360 171 100 0 8.999
1000241370 0 180 360 171 100 0 12.75
1000241390 0 180 360 171 100 0 12.75
1000241399 0 180 360 171 100 0 11.999
1000241410 0 180 360 171 100 0 13.625
1000241430 0 180 360 171 100 0 13.624
1000241440 0 180 360 171 100 0 10.999
1000241451 0 180 360 171 100 0 10.75
1000241458 0 180 360 171 100 0 10.75
1000241468 0 180 360 171 100 0 9.999
1000241482 0 180 360 172 100 0 9.999
1000241489 0 180 360 171 100 0 10.75
1000241538 51 360 360 351 100 0 8.95
1000241575 0 180 360 171 100 0 10.999
1000241606 0 180 360 171 100 0 9.999
1000241660 0 180 360 171 100 0 12.75
1000241666 0 180 360 171 100 0 10.75
1000241671 0 180 360 171 100 0 14.875
1000241735 0 180 360 171 100 0 9.75
1000241746 0 180 360 171 100 0 10.999
1000241751 0 180 360 171 99.53 0 13.375
1000241770 0 180 360 171 100 0 10.75
1000241790 0 180 360 171 40 0 12.75
1000241803 0 180 360 171 100 0 10
1000241805 0 180 180 171 100 0 9.99
1000241819 0 180 360 171 100 0 9.999
1000241828 0 360 360 353 84.29 0 11.255
1000241833 0 180 360 171 100 0 9.75
1000241836 0 180 360 171 100 0 10.999
1000241846 0 180 360 171 100 0 7.5
1000241858 0 180 360 171 100 0 9.999
1000241875 0 180 360 171 100 0 9.75
1000241882 0 180 360 171 99.99 0 14.875
1000241883 0 180 360 171 100 0 12.875
1000241892 0 180 360 172 100 0 9.75
1000241908 0 180 360 171 100 0 10.75
1000241915 0 180 360 172 100 0 11.25
1000241919 0 180 360 171 100 0 12
1000241922 0 180 360 171 100 0 9.999
1000241923 0 360 360 352 100 0 7.75
1000241927 0 180 360 171 100 0 9.75
1000241948 0 180 360 172 99.92 0 10.25
1000241965 0 180 360 172 100 0 9.75
1000241986 0 180 360 171 100 0 13.875
1000241990 0 180 360 171 100 0 10.999
1000241994 0 180 360 171 100 0 10.999
1000242000 0 180 360 171 100 0 12.375
1000242021 0 180 360 171 100 0 11.25
1000242032 0 180 360 172 100 0 8.5
0000000000 0 180 360 171 100 0 10.75
1000242038 0 180 360 171 100 0 10.625
1000242043 0 180 360 171 100 0 10.75
1000242053 0 180 360 171 100 0 10.999
1000242055 0 180 360 171 100 0 12.75
1000242110 0 180 360 172 100 0 8.999
1000242126 0 180 360 171 100 0 14.875
1000242160 0 180 360 173 99.98 0 16.375
1000242199 0 180 360 171 100 0 9.999
1000242229 0 180 180 171 95 0 8.75
1000242240 0 180 360 171 100 0 12.25
1000242245 0 180 360 171 100 0 10.999
1000242251 0 180 360 171 100 0 10.75
1000242302 0 180 360 171 100 0 9.75
1000242316 0 180 360 171 100 0 8.999
1000242353 0 180 360 171 100 0 10.875
1000242356 0 180 360 171 100 0 13.75
1000242359 0 180 360 171 100 0 10.999
1000242363 0 180 360 171 100 0 10.75
1000242369 0 180 360 171 100 0 11.375
1000242389 0 180 360 171 100 0 15
1000242397 0 180 360 172 100 0 9.25
1000242402 0 180 360 171 100 0 9.999
1000242414 0 180 360 171 100 0 8.999
1000242425 0 180 360 172 100 0 10.75
1000242445 0 180 360 171 90 0 9.75
1000242461 0 180 360 171 100 0 12.625
1000242466 0 180 360 171 100 0 10.75
1000242483 0 180 360 171 100 0 10.5
0000000000 0 180 360 171 100 0 8.5
0000000000 0 180 360 171 100 0 12.625
0000000000 0 180 360 172 99.81 0 14.75
1000242589 0 180 360 171 100 0 9.75
1000242591 0 180 360 172 100 0 9.75
1000242613 0 180 360 171 100 0 14.875
1000242640 0 180 360 172 100 0 9.999
1000242645 0 180 360 171 100 0 8.999
1000242661 0 180 360 171 100 0 7.999
1000242667 0 180 360 171 100 0 12
1000242691 52 360 360 352 80 0 8.255
1000242707 0 180 360 172 100 0 10.75
1000242708 0 180 360 171 100 0 9.75
1000242710 0 180 360 172 98.23 0 12.75
1000242728 0 180 360 171 100 0 9.624
0000000000 0 180 360 171 100 0 9.999
1000242758 0 180 360 171 100 0 13.125
1000242763 0 180 360 172 100 0 11.999
1000242776 0 180 360 171 100 0 11.125
1000242824 0 180 360 171 100 0 11
1000242826 0 180 360 171 100 0 14.875
1000242863 0 180 360 171 100 0 9.999
1000242865 0 180 360 171 100 0 10.25
1000242869 0 180 360 171 100 0 10.75
1000242872 0 180 360 171 100 0 10.75
1000242880 0 180 360 171 100 0 10.75
1000242907 0 180 360 171 100 0 11.999
1000242916 0 180 360 171 100 0 9.75
1000242917 0 180 360 172 100 0 10.999
1000242921 0 180 360 172 100 0 13.125
1000242944 0 180 360 171 100 0 10.999
1000242963 0 180 360 171 100 0 11.375
1000242967 0 180 360 172 100 0 11.125
1000242979 0 180 360 171 100 0 12.75
1000242985 0 180 360 172 100 0 10.75
1000242991 0 180 360 171 100 0 10.75
0000000000 0 180 360 171 100 0 11.25
0000000000 0 180 360 171 96.95 0 10.999
1000243024 0 180 360 171 100 0 11.75
1000243050 0 180 180 172 100 0 10.999
1000243058 0 180 360 172 100 0 10.75
1000243090 0 180 360 172 100 0 9.999
1000243093 53 360 360 353 80 0 8.405
1000243107 0 180 360 171 100 0 10.999
1000243113 0 180 360 172 99.95 0 14.75
1000243162 0 180 360 171 100 0 12.75
1000243165 0 180 360 172 100 0 10.75
1000243175 0 180 360 172 100 0 10.75
1000243192 0 180 360 171 100 0 13.25
1000243198 0 180 360 172 100 0 10.75
1000243201 0 180 360 172 100 0 11.499
1000243228 0 180 360 172 100 0 9.999
1000243252 0 180 360 171 100 0 12.625
1000243254 0 180 360 171 100 0 11.75
1000243261 0 180 360 172 100 0 9.75
1000243268 0 180 360 172 100 0 10.25
1000243280 0 180 360 171 100 0 11.25
1000243304 0 180 360 171 100 0 12.875
1000243310 0 180 360 171 100 0 9.999
1000243362 0 180 360 172 100 0 8.999
0000000000 0 180 360 172 100 0 12.499
1000243377 0 180 360 172 98.04 0 7.75
1000243382 0 360 360 352 100 0 8.875
1000243390 0 180 360 172 100 0 13.125
1000243412 0 180 360 172 100 0 12.999
1000243424 0 180 360 172 100 0 10.75
1000243435 0 180 360 172 100 0 8.99
1000243453 0 180 360 172 100 0 10.249
1000243466 0 180 360 172 100 0 10.75
1000243478 0 180 360 172 95 0 9.75
1000243481 0 180 360 172 100 0 10.999
1000243487 0 180 360 172 100 0 8.75
1000243491 0 180 360 171 100 0 10.75
1000243526 0 180 360 172 100 0 9.999
1000243550 0 180 360 172 100 0 10.999
0000000000 0 180 360 171 100 0 13.75
1000243580 0 180 360 171 100 0 12.624
1000243592 0 180 360 172 99.1 0 10.499
1000243617 0 180 360 172 100 0 10
0000000000 0 180 360 172 100 0 9
1000243659 0 180 360 172 100 0 11.25
0000000000 0 180 360 171 100 0 13.75
1000243693 0 180 360 172 100 0 10.5
1000243713 0 180 360 172 100 0 11.249
1000243728 0 180 360 172 100 0 11.875
1000243744 0 180 360 172 100 0 12.75
1000243766 0 180 360 172 100 0 13.75
1000243824 0 180 360 172 100 0 14.875
1000243832 0 180 360 172 100 0 11
1000243864 0 180 360 172 100 0 12.75
1000243865 0 180 360 172 100 0 10.999
1000243873 0 180 360 172 99.99 0 11
1000243892 0 180 360 172 100 0 11.25
1000243915 0 180 360 172 100 0 9.999
1000243934 0 180 360 172 100 0 13.25
1000243940 0 180 360 172 99.11 0 10.5
1000243955 0 180 360 172 100 0 12.25
1000243956 0 180 360 172 100 0 12.25
1000243980 0 180 360 172 100 0 15.125
1000244052 0 180 360 172 100 0 10.25
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1000244082 0 180 360 172 100 0 11.999
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1000244209 0 180 360 172 100 0 10.999
1000244245 0 180 360 172 100 0 13.875
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1000244419 0 180 360 172 100 0 10.49
1000244472 0 180 360 172 95 0 10.999
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0000000000 0 180 360 172 100 0 9.999
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1000245186 0 360 360 353 85 0 7.705
0000000000 0 180 360 172 100 0 10.999
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1000245306 0 360 480 353 80 0 8.38
1000245322 0 180 360 172 100 0 11.25
1000245323 0 180 360 172 100 0 13.625
1000245350 0 180 360 172 100 0 10.5
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1000245934 0 180 360 172 100 0 11.375
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1000246544 0 180 360 172 100 0 11.499
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LNB000368 56 360 360 356 95 0 8.8
LNB000371 56 360 360 356 80 0 8.825
LNB000372 0 180 360 176 100 0 12.45
XXX000000 56 360 360 356 80 0 6.8
LNB000386 0 180 360 176 100 0 9.99
LNB000395 56 360 360 356 80 0 7.55
LNB000423 0 360 480 356 90 0 9.59
LNB000429 0 360 480 356 95 0 7.8
LNB000432 57 360 360 357 90 0 7.075
LNB000456 0 360 360 356 88 0 8.75
LNB000459 56 360 360 356 80 0 7.15
LNB000460 0 180 360 176 100 0 11.74
LNB000462 0 360 360 357 100 0 10.175
LNB000463 0 360 480 357 73.33 0 8.5
LNB000469 57 360 360 357 71.52 0 6.45
LNB000470 57 360 360 357 95 0 8.6
LNB000478 57 360 360 357 80 0 6.99
LNB000479 0 180 360 177 100 0 11.74
LNB000481 0 360 480 357 90 0 8.99
LNB000503 0 360 360 357 49.38 0 6.95
LNB000504 0 360 480 357 71.32 0 7.875
LNB000507 57 360 360 357 80 0 7.99
LNB000509 0 180 360 177 100 0 11.25
MEL011921 0 360 360 356 85 0 10.025
MEL012074 57 360 360 357 100 0 10.1
MEL012379 0 360 360 357 85 0 7.925
MEL012401 0 180 360 177 100 0 10.45
MEL012474 57 360 360 357 80 0 7.05
MIA003322 0 360 480 357 67.72 0 7.1
MIA003351 0 360 480 357 85 0 8.75
MIN020072 0 360 360 356 80 0 8.65
MIN020744 57 360 360 357 80 0 7.8
MIN021058 0 360 360 357 59.9 0 9.99
MIN021091 0 360 480 357 85 0 8.2
MIN021117 0 360 360 357 80 0 8.175
MIN021120 0 180 360 177 100 0 11.65
XXX000000 0 360 360 357 80 0 7.99
MIN021181 0 180 360 177 100 0 11.45
MIR005137 0 360 480 357 69.09 0 7.05
MIR005154 0 360 480 357 90 0 7.99
MIR005172 0 360 480 357 76.47 0 7
MIR005184 0 360 480 357 60 0 6.888
MIR005203 57 360 360 357 80 0 6.99
XXX000000 0 360 360 357 70 0 8.34
MIR005227 57 360 360 357 80 0 7.475
MIR005264 0 360 480 357 100 0 8
NEW000050 0 360 360 357 80 0 7.5
NEW000061 0 360 360 357 95 0 9.425
NPB017835 0 360 480 356 85 0 8.475
NPB018201 0 360 360 356 90 0 8.75
NPB018421 0 360 480 357 75 0 10.1
NPB018428 0 360 480 357 67.39 0 8.5
XXX000000 58 360 360 358 90 0 7.99
NPB018707 0 360 480 357 80 0 7.55
NPB018725 0 360 480 356 85 0 9.5
NPB018809 57 360 360 357 80 0 6.75
NPB018811 57 360 360 357 95 0 6.9
NPB018852 0 360 360 357 85 0 7.05
NPB018874 0 360 480 357 85 0 9.25
NPB018900 0 360 480 357 85 0 9.825
NPB018912 0 360 480 357 70 0 7.99
NPB018924 57 360 360 357 84.89 0 8.875
NPB018954 0 360 480 357 80 0 7.5
NPB018957 0 360 480 357 75.7 0 6.325
NPB018962 57 360 360 357 89.52 0 6.5
NPB018975 0 360 360 357 84.33 0 6.5
NPB018998 57 360 360 357 100 0 7.5
NPB019012 0 360 360 357 42.56 0 6.85
NPB019036 0 360 360 357 75 0 7.25
XXX000000 57 360 360 357 99.08 0 7.8
NPB019092 57 360 360 357 80 0 7.5
NPB019141 0 360 480 357 80 0 7.99
NPB019153 0 360 480 357 90 0 7.75
NPB019170 0 360 480 357 80 0 6.5
NPB019174 0 360 480 357 49.21 0 6.5
NPB019185 0 360 480 357 84.83 0 7.775
NPB019192 0 360 480 357 70 0 8.25
NPB019195 0 360 480 357 87.18 0 7.675
NPB019215 0 360 480 357 80 0 8.65
NPB019270 0 360 480 357 80 0 7.7
NPB019338 0 360 480 357 85 0 7.15
NPB019348 0 180 360 177 100 0 10.99
NPB019358 0 360 480 357 90 0 8.9
NPB019400 57 360 360 357 45.05 0 6.85
NPB019403 0 360 360 357 71.9 0 6.95
NPB019407 57 360 360 357 84.22 0 6.7
NPB019416 0 360 360 357 80 0 7.7
NPB019422 57 360 360 357 90 0 6.9
NPB019437 0 360 360 357 64.57 0 8.575
XXX000000 57 360 360 357 78.48 0 7.25
XXX000000 0 360 360 357 30.43 0 8.75
NWJ010438 0 360 360 357 80 0 9.925
NWJ010698 0 360 360 357 100 0 10.99
NWJ010898 0 360 360 357 80 0 8.15
OAK014577 0 360 360 356 95 0 9.225
OAK014960 0 360 360 357 43.48 0 7.65
OAK014976 0 360 360 357 80 0 9.2
OHO002511 57 360 360 357 80 0 9.1
OHO002513 0 180 360 177 100 0 12.15
OHO002537 0 360 360 357 95 0 9.2
OHO002559 0 360 360 357 100 0 9.15
OHO002723 0 360 360 357 90 0 9.825
OHO002776 0 360 360 357 90 0 10.45
OHO002836 0 360 360 357 80 0 7
OHO002840 0 360 360 357 89.81 0 6.99
OHO002870 0 180 360 178 100 0 10.75
OHO002889 0 360 360 357 100 0 11.85
OHO002928 0 360 360 357 80 0 7.475
OHO002930 0 360 360 357 49.54 0 9.05
OHO002931 0 180 360 177 100 0 11.3
OHO002945 0 360 360 357 80 0 8.7
OHO002946 0 180 360 177 100 0 11.25
XXX000000 0 360 360 357 70 0 7.25
PHX008452 57 360 360 357 90 0 7.8
PHX008495 0 360 360 357 65.86 0 7.75
PIT000200 0 360 360 356 85 0 7.7
XXX000000 0 360 360 355 95 0 8.725
PIT000506 0 360 360 357 85 0 8.703
XXX000000 0 360 360 356 85 0 10.075
PIT000535 0 360 480 356 85 0 12.4
PIT000554 0 360 360 356 79.99 0 8.95
PIT000592 0 360 480 356 53.75 0 7.225
PIT000616 0 360 360 357 90 0 10.525
PIT000632 0 360 360 357 85 0 8.703
PIT000659 0 360 360 356 85 0 7.25
PIT000662 0 360 360 357 90 0 10.55
PIT000720 0 360 360 357 90 0 10.75
PIT000721 0 360 360 357 75 0 8.875
PIT000752 0 360 360 357 75 0 8.6
PIT000773 0 360 360 357 95 0 9.575
PIT000780 0 360 360 357 100 0 9.55
PIT000814 0 360 360 357 75 0 8.7
PIT000816 0 360 360 357 65 0 9.075
PIT000831 0 360 480 357 85 0 7.95
PIT000850 0 360 360 357 80 0 7.775
PIT000852 0 180 360 177 100 0 11.3
PIT000853 0 360 360 357 95 0 8.3
PIT000857 0 360 360 357 90 0 11.05
PIT000860 0 360 360 357 90 0 9.825
PIT000872 0 360 360 357 92.63 0 9.625
PIT000878 0 360 360 357 80 0 7.85
PIT000881 0 180 360 177 100 0 11.99
PIT000891 0 360 360 357 80 0 11.05
PIT000895 0 360 360 357 80 0 8.175
PIT000897 0 180 360 177 100 0 11.65
PIT000900 0 360 360 357 90 0 8.99
XXX000000 0 360 360 357 85 0 8.6
PIT000905 0 360 360 357 85 0 8.6
PIT000918 0 360 360 357 80 0 10.325
PIT000922 0 360 360 357 95 0 8.65
PIT000925 0 360 360 357 95 0 8.99
PIT000930 0 360 360 357 75 0 9.925
PIT000933 0 360 360 357 90 0 8.95
PIT000934 0 180 180 177 75 0 9.8
PIT000935 0 180 180 177 74.55 0 9.8
PIT000942 0 360 360 357 95 0 9.65
PIT000949 0 360 360 357 80 0 7.15
PIT000951 0 360 360 357 80 0 7.875
PIT000962 0 360 360 356 78.46 0 8.99
PIT000964 57 360 360 357 80 0 7.865
PIT000966 0 180 360 177 100 0 10.85
XXX000000 0 360 360 357 80 0 12.1
PIT000980 0 360 360 356 82.93 0 7.45
PIT000983 0 360 360 357 100 0 8.6
PIT000986 57 360 360 357 90 0 7.35
XXX000000 0 360 480 357 95 0 10.175
PIT000990 0 360 360 357 90 0 9.95
PIT000998 0 360 480 356 85 0 8.75
PIT001008 0 360 360 357 85 0 10.9
PIT001013 0 360 360 357 80 0 9.05
PIT001015 0 360 360 357 90 0 9.425
PIT001029 0 360 360 357 94.98 0 8.675
PIT001030 0 360 360 357 90 0 10.575
PIT001034 0 360 480 357 90 0 9.4
XXX000000 0 360 480 357 90 0 11.25
PIT001039 57 360 360 357 80 0 8.925
PIT001040 0 180 360 177 100 0 11.4
PIT001045 0 360 360 357 80 0 7.875
PIT001046 0 180 360 177 100 0 10.15
PIT001048 0 360 480 357 95 0 9.775
PIT001055 0 360 360 357 90 0 8.45
PIT001057 57 360 360 357 95 0 8.125
PIT001060 0 360 360 357 80 0 8.475
PIT001064 0 360 360 357 87.69 0 7.575
PIT001066 57 360 360 357 64.36 0 8.15
PIT001067 0 360 360 357 90 0 9.25
XXX000000 0 360 360 357 85 0 10.175
PIT001069 0 360 360 357 85 0 8.7
PIT001071 0 360 360 357 85 0 9.45
PIT001077 0 360 360 357 80 0 11.15
PIT001080 0 360 480 357 90 0 7.9
PIT001086 0 360 360 357 85 0 8.55
PIT001088 0 360 360 357 80 0 7.7
PIT001090 0 180 360 177 100 0 11.3
PIT001091 0 240 240 237 64.73 0 7.25
XXX000000 0 180 360 177 100 0 11.45
PIT001093 0 360 360 357 95 0 8.45
PIT001096 0 360 360 357 95 0 8.65
PIT001098 0 360 480 357 90 0 9.1
PIT001101 0 360 360 357 85 0 9.825
PIT001107 0 360 360 357 85 0 7.4
PIT001108 0 360 480 357 65.31 0 8.175
PIT001109 0 360 360 357 90 0 6.99
PIT001110 0 360 360 357 85 0 9.8
PIT001111 0 360 360 357 90 0 9.75
PIT001115 0 240 240 237 75 0 8.9
PIT001120 0 360 360 357 80 0 7.85
PIT001123 0 180 360 177 100 0 11.95
PIT001135 0 360 360 357 85 0 8.55
PIT001137 0 360 360 357 85 0 9.175
PIT001138 0 360 360 357 90 0 9.8
PIT001143 0 360 360 357 90 0 8.25
PIT001147 57 360 360 357 61.76 0 7.125
PIT001151 0 360 360 357 85 0 10.625
PIT001157 0 360 360 357 38.98 0 9.575
PIT001160 0 360 360 357 85 0 9.95
PIT001161 0 360 360 357 64.84 0 7.675
XXX000000 0 360 360 357 95 0 10.2
PIT001173 0 360 360 357 90 0 10.6
PIT001187 0 360 360 357 76.92 0 7.5
PIT001193 0 360 360 357 95 0 9.3
PIT001201 0 360 360 357 90 0 8.15
PIT001202 0 360 360 357 80 0 7.365
PIT001204 0 180 360 177 100 0 10.6
PIT001210 0 360 360 357 75 0 9.6
PIT001212 0 360 360 357 84.71 0 9.05
PIT001213 0 360 360 357 90 0 7.9
XXX000000 0 360 360 357 80 0 8.09
PIT001219 0 180 360 177 100 0 10.6
PIT001222 0 360 480 357 100 0 7.99
PIT001229 0 360 360 357 70 0 10.5
PIT001239 0 360 360 357 80 0 8.575
PIT001242 0 360 360 357 100 0 9.125
PIT001244 0 360 480 357 95 0 8.55
PIT001263 0 360 480 357 70 0 8
PIT001264 0 240 240 237 90 0 8.75
PIT001269 0 360 360 357 90 0 9.275
PIT001272 0 360 360 357 80 0 9.85
XXX000000 0 360 480 357 90 0 8.15
PIT001300 0 180 180 177 80 0 11.05
PIT001302 0 360 360 357 85 0 10.1
PIT001310 0 360 360 357 85 0 9.525
XXX000000 0 360 360 357 90 0 8.725
PIT001326 0 360 360 357 85 0 8.8
PIT001352 57 360 360 357 80 0 9.425
PIT001354 0 180 360 177 100 0 11.4
POR007167 0 360 480 355 80 0 7.49
POR007208 57 360 360 357 80 0 6.99
POR007264 57 360 360 357 90 0 6.95
POR007352 57 360 360 357 95 0 7.825
POR007373 0 360 480 357 94.76 0 8.1
RIV011076 0 360 480 355 81.32 0 7.675
RIV011477 0 360 360 357 95 0 7.175
RIV011478 57 360 360 357 80 0 7.35
RIV011479 0 180 360 177 100 0 10.85
RIV011735 57 360 360 357 80 0 7.25
RIV011967 57 360 360 357 80 0 7.3
RIV011968 0 180 360 177 100 0 9.99
RIV012020 57 360 360 357 84.18 0 7.7
RIV012046 57 360 360 357 80 0 7.4
RIV012048 0 180 360 177 100 0 10.99
RIV012050 58 360 360 358 80 0 6.8
XXX000000 0 180 360 178 100 0 9.99
RIV012055 0 360 360 357 68.52 0 6.65
RIV012065 57 360 360 357 69.57 0 6.35
RIV012070 0 360 360 357 80 0 6.875
RIV012072 57 360 360 357 70 0 5.85
RIV012074 57 360 360 357 85 0 7.9
RIV012082 0 360 360 357 85 0 7.99
RIV012088 57 360 360 357 80 0 6.99
RIV012089 0 180 360 177 100 0 11.5
RIV012093 57 360 360 357 73.33 0 6.4
RIV012138 0 360 360 357 70 0 8.5
RIV012172 57 360 360 357 84.89 0 6.75
RIV012180 0 180 360 177 100 0 11.4
SDO007817 0 360 360 356 69.36 0 8.99
SDO008195 0 360 360 357 89.93 0 7.7
SDO008295 57 360 360 357 90 0 7.85
SEA006978 0 360 360 356 70 0 8.75
SEA007158 0 360 360 357 90 0 8.925
XXX000000 57 360 360 357 80 0 7.4
SEA007239 57 360 360 357 90 0 8.15
SFD006198 0 360 360 355 100 0 9.225
SFD006313 0 360 360 356 73.6 0 10.7
SFD007226 0 360 360 357 95 0 11.8
SFD007240 0 360 360 357 81.82 0 11.2
SFD007243 0 360 360 357 75 0 9.85
SFD007293 0 360 360 357 80 0 8.65
SFD007323 0 360 360 357 75 0 9.3
XXX000000 0 360 360 357 95 0 8.675
SFD007393 0 360 360 358 80 0 6.8
SFD007394 0 180 360 178 100 0 11.24
SJO009191 0 180 360 177 100 0 9.99
XXX000000 0 360 360 357 34.43 0 6.99
SJO009274 57 360 360 357 80 0 6.9
SJO009275 0 180 360 177 100 0 11.99
SJO009276 57 360 360 357 80 0 6.8
XXX000000 0 180 360 177 100 0 9.99
SJO009312 57 360 360 357 80 0 6.9
SJO009314 0 180 360 177 100 0 10.25
SJO009330 57 360 360 357 80 0 7.25
SLC013972 55 360 360 355 80 0 8.275
SLC014709 0 360 360 357 85 0 9.25
SLC014753 0 180 360 177 100 0 11.3
SLC014907 0 360 360 357 77.84 0 9.65
SLC014936 57 360 360 357 80 0 6.85
SLC014947 0 360 360 357 88.78 0 7.99
SLC015003 0 360 360 357 80 0 7.99
SLC015006 0 360 360 357 90 0 8.675
SLC015077 57 360 360 357 80 0 7.725
SLC015080 0 180 360 177 100 0 11.65
SOU011393 0 360 360 357 82.09 0 7.575
SOU011427 57 360 360 357 80 0 7.5
SRO011388 0 360 480 357 71.88 0 9.2
SRO011745 0 360 480 357 76.36 0 10.125
XXX000000 0 360 480 357 80 0 7
XXX000000 0 360 480 357 94.86 0 7.375
SRO012056 57 360 360 357 80 0 9.29
SRO012058 0 180 360 177 100 0 12.45
SRO012082 57 360 360 357 80 0 9.725
SRO012149 0 360 480 357 80 0 6.965
SRO012179 0 360 480 358 81.81 0 8.99
STA003532 0 180 360 177 100 0 11.8
STC000197 0 360 360 356 95.94 0 11.425
STO010451 0 360 360 357 80 0 10.4
STO010510 0 360 360 356 85 0 10.3
STO010559 0 360 360 357 80 0 8.825
STO010587 0 360 360 356 80 0 7.55
XXX000000 0 180 360 176 100 0 10.1
STO010625 56 360 360 356 80 0 7.15
STO010626 0 180 360 176 100 0 11.74
STO010818 0 360 360 357 90 0 10.5
STO010989 0 360 360 357 82.76 0 9.75
STO011146 0 360 360 357 95 0 10.05
XXX000000 0 360 360 357 85 0 10.375
STR002149 0 360 480 357 75 0 9.14
STR002153 0 360 480 357 83.33 0 7.8
STR002154 0 360 480 357 83.87 0 7.4
STR002165 57 360 360 357 80 0 7.8
STR002168 0 180 360 177 100 0 10.65
SUN000560 0 360 360 355 80 0 7.75
SUN000562 0 180 360 175 100 0 12.09
SUN000564 0 360 480 355 95 0 9.49
SUN000669 0 360 360 355 75 0 9.475
SUN000670 0 360 360 355 75 0 9.475
SUN000692 0 360 360 355 90 0 8.75
SUN000761 0 360 360 356 90 0 8.75
SUN000783 0 360 360 357 85 0 9
SUN000808 0 360 480 355 95 0 9.79
SUN000825 0 360 480 357 90 0 7.7
SUN000839 0 360 360 357 80 0 8.275
SUN000841 0 180 360 177 100 0 11.65
SUN000872 57 360 360 357 80 0 7.55
SUN000874 0 180 360 177 100 0 11.99
SUN000877 0 360 360 356 90 0 9.175
SUN000938 57 360 360 357 80 0 10.325
SUN000940 0 180 360 177 100 0 13.2
SUN000941 0 360 360 357 90 0 9.775
SUN000964 0 360 480 356 75.59 0 8.35
SUN000965 0 360 360 357 85 0 11.35
SUN001014 0 360 360 357 100 0 10.7
SUN001016 0 360 480 357 85 0 8.5
SUN001026 57 360 360 357 80 0 7.55
SUN001030 0 180 360 177 100 0 11.65
XXX000000 57 360 360 357 80 0 7.75
SUN001047 0 360 360 357 75 0 10.225
SUN001048 0 360 360 357 85 0 8.825
SUN001053 0 360 480 357 79.7 0 10.725
SUN001060 0 360 360 357 47.83 0 7.625
SUN001079 0 360 360 357 90 0 8.525
SUN001081 57 360 360 357 80 0 8.2
SUN001083 0 360 480 357 93.85 0 8.425
SUN001084 0 180 360 177 100 0 11.75
SUN001085 0 360 360 357 80 0 10.925
SUN001102 0 360 480 357 80 0 9.525
SUN001107 57 360 360 357 80 0 7.175
SUN001110 0 180 360 177 100 0 10.375
SUN001112 0 360 360 357 80 0 9.1
SUN001118 0 360 360 357 85 0 9.465
SUN001121 0 360 360 357 80 0 6.9
SUN001125 0 360 360 357 90 0 9.5
SUN001126 0 360 360 357 85 0 9.75
SUN001140 0 360 360 357 80 0 7.725
SUN001141 0 180 360 177 100 0 11.55
SUN001162 0 360 480 357 80 0 9.74
SUN001179 57 360 360 357 90 0 7.74
SUN001186 0 180 360 177 100 0 11.99
TAM008447 0 360 360 356 80 0 10.95
TAM008579 0 360 360 355 33.75 0 7.625
TAM008595 0 360 360 356 80 0 8.375
TAM008596 0 180 360 176 100 0 12.365
TAM008678 0 360 480 356 80 0 8.175
TAM008679 0 180 360 176 100 0 11.85
TAM008735 0 360 360 356 95 0 10.65
TAM009222 0 360 480 357 80 0 6.975
TAM009349 0 360 480 357 69.44 0 7.55
TAM009371 0 180 360 177 100 0 10.375
TAM009386 0 360 480 357 82.44 0 6.8
TAM009394 0 360 480 357 90 0 8.725
TAM009415 0 360 480 357 59.07 0 6.85
TAM009457 0 360 480 357 80 0 7.65
TAR004625 0 360 360 356 95 0 8.55
XXX000000 0 360 360 357 90 0 11.1
XXX000000 0 360 360 357 90 0 7.55
TAR004889 0 360 360 357 85 0 9.95
XXX000000 0 360 480 356 90 0 8.715
TEM009349 56 360 360 356 80 0 7.775
TEM009350 0 180 360 176 100 0 12.615
TEM009605 0 360 480 357 85 0 8.9
TEM009800 0 360 480 357 80 0 7.7
TEM009837 0 360 480 357 85 0 9.275
TEM009852 0 360 480 357 75 0 8.05
TEM009921 0 360 480 357 80 0 10.5
TEM009952 0 180 360 177 100 0 12.95
TEM010001 0 180 360 177 100 0 12.95
TEM010022 0 360 480 357 78.72 0 6.5
XXX000000 0 360 480 357 67.27 0 6.99
TEM010057 0 360 480 357 100 0 10.5
TEM010070 0 360 480 357 58.95 0 7
TEM010110 57 360 360 357 78.3 0 6.5
TEM010131 0 360 480 357 77.27 0 6.45
TEM010156 0 360 480 357 85 0 8.05
TEX000207 0 360 360 355 70 0 10.5
TEX000411 0 360 360 357 88.34 0 8.65
TEX000453 0 360 360 356 80 0 7.9
TEX000454 0 180 180 176 100 0 11.99
TEX000492 0 360 360 355 80 0 8.25
TEX000600 0 360 360 357 76.8 0 11.3
TEX000608 0 360 360 357 78.95 0 10.8
TEX000609 0 360 360 356 84 0 8.99
TEX000619 0 360 360 357 95 0 9.99
TEX000632 0 360 360 357 77.17 0 7.99
TEX000634 0 360 360 357 75 0 11.7
TEX000639 0 360 360 357 90 0 10.25
TEX000640 0 360 360 357 80 0 9.45
TEX000661 0 360 360 357 90 0 8.75
TEX000696 0 360 360 357 95 0 7.55
TEX000705 0 360 360 357 90 0 9.5
TEX000709 0 360 360 357 90 0 8.9
TEX000716 0 360 360 357 94.59 0 7.9
TEX000741 0 360 360 357 100 0 10.9
TEX000749 0 360 360 357 80 0 8.7
TEX000750 0 180 360 177 100 0 9.99
TOW000209 0 360 360 356 74.64 0 9.075
TOW000220 0 360 360 355 90 0 8.6
TOW000228 0 360 480 357 80.43 0 8.1
TOW000266 0 360 360 357 100 0 11.39
TOW000282 0 360 360 357 90 0 10.15
TOW000296 0 360 480 357 80 0 7.4
TOW000297 0 180 360 177 100 0 11.74
TOW000315 0 360 480 357 80 0 7.3
TOW000316 0 180 360 177 100 0 11.4
TOW000335 57 360 360 357 90 0 7.55
TOW000346 0 360 360 357 90 0 11.55
TOW000347 0 360 480 357 65 0 8.625
TOW000348 0 360 360 357 70 0 8.125
TOW000349 0 360 360 357 100 0 11.85
TOW000350 0 360 480 357 95 0 8.25
TOW000359 0 360 360 357 90 0 8.75
TOW000361 0 360 360 357 80 0 7.975
TOW000362 0 180 360 177 100 0 11.865
TOW000363 0 360 480 357 95 0 7.75
TOW000364 0 360 480 357 61.12 0 6.4
TOW000371 57 360 360 357 80 0 7.15
TOW000388 0 360 360 357 90 0 9.725
XXX000000 0 360 480 357 74.22 0 7.99
TOW000392 0 360 480 357 90 0 8.64
TOW000398 0 360 360 357 90 0 8.85
TOW000401 0 360 360 357 80 0 7.95
TOW000403 0 180 360 177 100 0 11.5
TOW000410 0 360 360 357 90 0 8.5
TOW000418 57 360 360 357 80 0 7.475
TOW000422 0 180 360 177 100 0 11.05
TOW000448 0 360 480 357 71.43 0 9.375
TOW000452 57 360 360 357 80 0 7.99
TOW000453 0 180 360 177 100 0 11.65
TOW000467 57 360 360 357 80 0 7.85
TOW000469 0 180 360 177 100 0 11.85
TOW000477 0 360 480 357 95 0 7.99
TOW000478 57 360 360 357 86.73 0 7.25
WES000459 0 360 360 356 80 0 8.825
WES000677 0 360 360 356 90 0 8.5
WOR000081 0 360 360 356 85 0 7.9
WOR000085 0 360 480 357 95 0 9.775
WOR000092 0 360 480 357 100 0 8.7
WOR000099 0 360 480 357 95 0 9.85
XXX000000 0 360 480 357 95 0 8.55
WOR000108 0 360 480 357 90 0 9.7
WOR000116 0 360 480 357 89.55 0 8.925
WOR000126 0 360 360 357 95 0 8.95
SEQUENCE # I/O REM TERM ORIG TERM AMORT ORIG TERM REM TERM LTV ADDITIONAL COLLATERAL CURRENT RATE
---------- ------------ --------- --------------- -------- --- --------------------- ------------
1000225669 0 180 360 171 100 0 10.5
1000228307 0 180 360 170 100 0 10.125
1000228405 0 180 180 172 100 0 11.249
1000231271 0 180 360 171 100 0 9.999
1000231805 0 180 360 171 100 0 9.999
1000231832 0 180 360 172 100 0 8.25
1000232115 0 180 360 172 100 0 9.5
1000232963 0 180 360 171 100 0 10.999
1000233953 0 180 360 171 100 0 8.625
1000234040 0 180 360 171 100 0 10.75
0000000000 0 180 360 169 100 0 9.875
1000234111 0 180 360 169 100 0 10.375
1000234265 0 180 360 170 100 0 9.25
0000000000 0 180 360 171 100 0 11.125
1000234467 0 180 360 169 100 0 10.375
1000234551 0 180 180 169 100 0 10.125
1000234758 0 180 360 170 100 0 10.5
1000234771 0 180 360 170 100 0 10.125
1000234857 0 180 360 170 100 0 7.875
1000234883 0 180 360 169 100 0 9.375
1000235128 0 180 360 169 100 0 11.375
1000235475 0 180 360 171 100 0 9.75
1000235624 0 180 360 171 100 0 8.75
1000235731 0 180 360 170 100 0 10.75
1000235754 0 180 360 170 95 0 10.125
1000235764 0 180 360 171 100 0 12.25
1000236047 0 180 360 171 100 0 13.625
1000236165 0 180 360 170 100 0 10.625
1000236304 0 180 360 171 100 0 11.125
1000236377 0 180 360 171 100 0 12.624
1000236378 0 180 360 170 100 0 10.375
1000236580 0 180 360 171 100 0 9.75
1000236767 0 180 360 170 100 0 12.375
1000236794 0 180 360 170 100 0 8.125
1000236852 0 180 360 171 100 0 11.75
1000236994 0 180 360 170 100 0 14.5
1000237048 0 180 360 170 100 0 11.875
1000237074 0 180 360 171 100 0 10.125
1000237156 0 180 360 171 100 0 7.99
1000237163 0 180 360 171 99.97 0 10.75
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