WELLS FARGO BANK, N.A., as Master Servicer and Securities Administrator, AMERICAN HOME MORTGAGE INVESTMENT TRUST 2006-3, as Issuing Entity AMERICAN HOME MORTGAGE ACCEPTANCE, INC., as Sponsor and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture...
EXHIBIT
99.1
|
XXXXX
FARGO BANK, N.A.,
as
Master Servicer and Securities Administrator,
as
Issuing Entity
AMERICAN
HOME MORTGAGE ACCEPTANCE, INC.,
as
Sponsor
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
as
Indenture Trustee
|
|
Dated
as of December 28, 2006
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|
Mortgage
Loans
|
TABLE
OF
CONTENTS
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ARTICLE
I
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|
|
Definitions
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|
|
Section
1.01
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Definitions.
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|
Section
1.02
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Other
Definitional Provisions.
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|
Section
1.03
|
Interest
Calculations.
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|
ARTICLE
II
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|
|
Representations
and Warranties
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|
|
Section
2.01
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Representations
and Warranties Regarding the Master Servicer.
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|
Section
2.02
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Existence.
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|
ARTICLE
III
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|
Administration
and Servicing of Mortgage Loans
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|
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Section
3.01
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Master
Servicer to Assure Servicing.
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|
Section
3.02
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Monitoring
of Servicer.
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|
Section
3.03
|
Fidelity
Bond.
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|
Section
3.04
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Liability
of the Master Servicer.
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|
Section
3.05
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Assumption
or Termination of Subservicing Agreements by Indenture
Trustee.
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|
Section
3.06
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Collection
of Mortgage Loan Payments.
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Section
3.07
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Withdrawals
from the Securities Administrator Collection Account.
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Section
3.08
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Reserved.
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|
Section
3.09
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Access
to Certain Documentation and Information Regarding the Mortgage
Loans.
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|
Section
3.10
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Reserved.
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|
Section
3.11
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Reserved.
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|
Section
3.12
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Reserved.
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|
Section
3.13
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Reserved.
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|
Section
3.14
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Reserved.
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|
Section
3.15
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Master
Servicing Compensation.
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|
Section
3.16
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Annual
Statement as to Compliance.
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|
Section
3.17
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Annual
Assessments of Compliance.
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|
Section
3.18
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Attestation
Reports.
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|
Section
3.19
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Annual
Certification.
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|
Section
3.20
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Intention
of the Parties and Interpretation.
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ARTICLE
IV
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ADVANCES;
COMPENSATING INTEREST; REPORTING
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|
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Section
4.01
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Reserved.
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|
Section
4.02
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Reserved.
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|
Section
4.03
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Reserved.
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Section
4.04
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Advances.
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Section
4.05
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Compensating
Interest Payments.
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Section
4.06
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Exchange
Act Reporting.
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ARTICLE
V
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The
Master Servicer
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Section
5.01
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Liability
of the Master Servicer.
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Section
5.02
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Merger
or Consolidation of or Assumption of the Obligations of the Master
Servicer.
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|
Section
5.03
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Limitation
on Liability of the Master Servicer and Others.
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Section
5.04
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Master
Servicer Not to Resign.
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Section
5.05
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Delegation
of Duties.
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Section
5.06
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Indemnification.
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|
Section
5.07
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Patriot
Act.
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ARTICLE
VI
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Default
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Section
6.01
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Master
Servicing Default.
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Section
6.02
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Indenture
Trustee to Act; Appointment of Successor.
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Section
6.03
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Notification
to Noteholders.
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Section
6.04
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Waiver
of Defaults.
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ARTICLE
VII
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Miscellaneous
Provisions
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Section
7.01
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Amendment.
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Section
7.02
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GOVERNING
LAW.
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Section
7.03
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Notices.
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Section
7.04
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Severability
of Provisions.
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Section
7.05
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Third-Party
Beneficiaries.
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Section
7.06
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Counterparts.
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Section
7.07
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Effect
of Headings and Table of Contents.
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Section
7.08
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Termination.
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Section
7.09
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No
Petition.
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Section
7.10
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No
Recourse.
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Section
7.11
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Consent
to Jurisdiction.
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EXHIBIT
A
- MORTGAGE LOAN SCHEDULE
EXHIBIT
B
- FORM OF REQUEST FOR RELEASE
EXHIBIT
C
- FORM 10-D, FORM 8-K AND FORM 10-K REPORTING RESPONSIBILITY
EXHIBIT
D
- FORM OF FORM CERTIFICATION TO BE PROVIDED TO THE MASTER SERVICER
EXHIBIT
E
- SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
EXHIBIT
F
- FORM OF ADDITIONAL DISCLOSURE NOTIFICATION
This
Master Servicing Agreement, dated as of December 28, 2006, among Xxxxx Fargo
Bank, N.A., as Master Servicer (the “Master Servicer”) and as securities
administrator (in such capacity, the “Securities Administrator”), American Home
Mortgage Investment Trust 2006-3, as Issuing Entity (the “Issuing Entity”) and
Deutsche Bank National Trust Company, as Indenture Trustee (the “Indenture
Trustee”).
W
I T
N E S S E T H T H A T :
WHEREAS,
pursuant to the terms of the Mortgage Loan Purchase Agreement, American Home
Mortgage Securities LLC (the “Company” or the “Depositor”) will acquire the
Mortgage Loans;
WHEREAS,
the Company will create American Home Mortgage Investment Trust 2006-3, a
Delaware statutory trust, and will transfer the Mortgage Loans and all of its
rights under the Mortgage Loan Purchase Agreement to the Issuing
Entity;
WHEREAS,
pursuant to the terms of an Amended and Restated Trust Agreement dated as of
December 28, 2006 (the “Trust Agreement”) among the Company, as depositor,
Wilmington Trust Company, as owner trustee (the “Owner Trustee”) and the
Securities Administrator, the Company will convey the Mortgage Loans to the
Issuing Entity in exchange for the Certificates (as defined below);
WHEREAS,
pursuant to the terms of the Trust Agreement, the Issuing Entity will issue
and
transfer to or at the direction of the Depositor, the Trust Certificates, 2006-3
(the “Certificates”);
WHEREAS,
pursuant to the terms of an Indenture, dated as of December 28, 2006 (the
“Indenture”), among the Issuing Entity, the Securities Administrator and
Deutsche Bank National Trust Company, as Indenture Trustee, the Issuing Entity
will pledge the Mortgage Loans and issue and transfer to or at the direction
of
the Company the Mortgage-Backed Notes, Series 2006-3 (the “Notes”);
and
WHEREAS,
pursuant to the terms of this Master Servicing Agreement, the Master Servicer
will master service the Mortgage Loans set forth on the Mortgage Loan Schedule
attached hereto as Exhibit A for the benefit of the holders of the
Notes;
NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Definitions.
For
all
purposes of this Master Servicing Agreement, except as otherwise expressly
provided herein or unless the context otherwise requires, capitalized terms
not
otherwise defined herein shall have the meanings assigned to such terms in
the
Definitions contained in Appendix A to the Indenture which is incorporated
by
reference herein. All other capitalized terms used herein shall have the
meanings specified herein.
Section
1.02 Other
Definitional Provisions.
(a) All
terms
defined in this Master Servicing Agreement shall have the defined meanings
when
used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.
(b) As
used
in this Master Servicing Agreement and in any certificate or other document
made
or delivered pursuant hereto or thereto, accounting terms not defined in this
Master Servicing Agreement or in any such certificate or other document, and
accounting terms partly defined in this Master Servicing Agreement or in any
such certificate or other document, to the extent not defined, shall have the
respective meanings given to them under generally accepted accounting
principles. To the extent that the definitions of accounting terms in this
Master Servicing Agreement or in any such certificate or other document are
inconsistent with the meanings of such terms under generally accepted accounting
principles, the definitions contained in this Master Servicing Agreement or
in
any such certificate or other document shall control.
(c) The
words
“hereof,” “herein,” “hereunder” and words of similar import when used in this
Master Servicing Agreement shall refer to this Master Servicing Agreement as
a
whole and not to any particular provision of this Master Servicing Agreement;
Section and Exhibit references contained in this Master Servicing Agreement
are
references to Sections and Exhibits in or to this Master Servicing Agreement
unless otherwise specified; and the term “including” shall mean “including
without limitation”.
(d) The
definitions contained in this Master Servicing Agreement are applicable to
the
singular as well as the plural forms of such terms and to the masculine as
well
as the feminine and neuter genders of such terms.
(e) Any
agreement, instrument or statute defined or referred to herein or in any
instrument or certificate delivered in connection herewith means such agreement,
instrument or statute as from time to time amended, modified or supplemented
and
includes (in the case of agreements or instruments) references to all
attachments thereto and instruments incorporated therein; references to a Person
are also to its permitted successors and assigns.
Section
1.03 Interest
Calculations.
All
calculations of interest hereunder that are made in respect of the Stated
Principal Balance of a Mortgage Loan shall be made on the basis of a 360-day
year consisting of twelve 30-day months, notwithstanding the terms of the
related Mortgage Note and Mortgage.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
Section
2.01 Representations
and Warranties Regarding the Master Servicer.
The
Master Servicer represents and warrants to the Issuing Entity and for the
benefit of the Indenture Trustee, as pledgee of the Mortgage Loans and the
Noteholders, as of the Cut-off Date and the Closing Date, that:
(i) The
Master Servicer is a national banking association duly organized, validly
existing and in good standing under the laws of the Untied States of America
and
has the corporate power to own its assets and to transact the business in which
it is currently engaged. The Master Servicer is duly qualified to do business
as
a foreign corporation and is in good standing in each jurisdiction in which
the
character of the business transacted by it or properties owned or leased by
it
requires such qualification and in which the failure to so qualify would have
a
material adverse effect on the business, properties, assets, or condition
(financial or other) of the Master Servicer or the validity or enforceability
of
this Master Servicing Agreement;
(ii) The
Master Servicer has the power and authority to make, execute, deliver and
perform this Master Servicing Agreement and all of the transactions contemplated
under this Master Servicing Agreement, and has taken all necessary corporate
action to authorize the execution, delivery and performance of this Master
Servicing Agreement. When executed and delivered, this Master Servicing
Agreement will constitute the legal, valid and binding obligation of the Master
Servicer enforceable in accordance with its terms, except as enforcement of
such
terms may be limited by bankruptcy, insolvency or similar laws affecting the
enforcement of creditors’ rights generally and by the availability of equitable
remedies;
(iii) The
Master Servicer is not required to obtain the consent of any other Person or
any
consent, license, approval or authorization from, or registration or declaration
with, any governmental authority, bureau or agency in connection with the
execution, delivery, performance, validity or enforceability of this Master
Servicing Agreement, except for such consent, license, approval or
authorization, or registration or declaration, as shall have been obtained
or
filed, as the case may be;
(iv) The
execution and delivery of this Master Servicing Agreement and the performance
of
the transactions contemplated hereby by the Master Servicer will not violate
any
provision of any existing law or regulation or any order or decree of any court
applicable to the Master Servicer or any provision of the certificate of
incorporation or bylaws of the Master Servicer, or constitute a material breach
of any mortgage, indenture, contract or other agreement to which the Master
Servicer is a party or by which the Master Servicer may be bound;
and
(v) No
litigation or administrative proceeding of or before any court, tribunal or
governmental body is currently pending (other than litigation with respect
to
which pleadings or documents have been filed with a court, but not served on
the
Master Servicer), or to the knowledge of the Master Servicer threatened, against
the Master Servicer or any of its properties or with respect to this Master
Servicing Agreement or the Notes or the Certificates which, to the knowledge
of
the Master Servicer, has a reasonable likelihood of resulting in a material
adverse effect on the transactions contemplated by this Master Servicing
Agreement.
The
foregoing representations and warranties shall survive any termination of the
Master Servicer hereunder.
Section
2.02 Existence.
The
Issuing Entity will keep in full effect its existence, rights and franchises
as
a statutory trust under the laws of the State of Delaware (unless it becomes,
or
any successor Issuing Entity hereunder is or becomes, organized under the laws
of any other state or of the United States of America, in which case the Issuing
Entity will keep in full effect its existence, rights and franchises under
the
laws of such other jurisdiction) and will obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall
be
necessary to protect the validity and enforceability of this Master Servicing
Agreement.
ARTICLE
III
ADMINISTRATION
AND SERVICING OF
MORTGAGE
LOANS
Section
3.01 Master
Servicer to Assure Servicing.
The
Master Servicer shall supervise, monitor and oversee the obligations of the
Servicer to service and administer the Mortgage Loans in accordance with the
terms of the Servicing 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 such Servicer under
the Servicing Agreement. The Master Servicer shall independently and separately
monitor the Servicer’s servicing activities with respect to the Mortgage Loans,
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
Securities Administrator as shall be necessary in order for it to prepare the
statements specified in Section 7.05 of the Indenture, 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 pursuant to the Servicing
Agreement.
In
addition to the foregoing, in connection with a modification of any Mortgage
Loan by a Servicer, if the Master Servicer is unable to enforce the obligations
of the Servicer with respect to such modification, the Master Servicer shall
notify the Depositor of such Servicer’s failure to comply with the terms of the
Servicing Agreement or this Agreement. If the Servicing Agreement requires
the
approval of the Master Servicer for a modification to a Mortgage Loan, the
Master Servicer shall approve such modification if, based upon its receipt
of
written notification from the related Servicer outlining the terms of such
modification and appropriate supporting documentation, the Master Servicer
determines that the modification is permitted under the terms of the Servicing
Agreement and that any conditions to such modification set forth in the
Servicing Agreement or this Agreement have been satisfied. Furthermore, if
the
Servicing Agreement requires the oversight and monitoring of loss mitigation
measures with respect to the related Mortgage Loans, the Master Servicer will
monitor any loss mitigation procedure or recovery action related to a defaulted
Mortgage Loan (to the extent it receives notice of such from the related
Servicer) and confirm that such loss mitigation procedure or recovery action
is
initiated, conducted and concluded in accordance with any timeframes and any
other requirements set forth in the Servicing Agreement, and the Master Servicer
shall notify the Depositor in any case in which the Master Servicer believes
that the related Servicer is not complying with such timeframes and/or other
requirements.
The
Indenture 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 related Mortgage Loans and REO Property. The Indenture Trustee
shall not be liable for the Servicer’s or the Master Servicer’s use or misuse of
such powers of attorney.
The
Indenture Trustee shall execute and deliver to the Servicer or the Master
Servicer, as applicable based on the requesting party, any court pleadings,
requests for trustee’s sale or other documents necessary or reasonably 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 Security Instrument or otherwise available at law or
equity.
The
relationship of the Master Servicer (and of any successor to the Master Servicer
under this Master Servicing Agreement) to the Indenture Trustee under this
Master Servicing Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or
agent.
To
the
extent such matters are within the control of the Master Servicer, the Master
Servicer may not consent to the placing of a lien senior to that of the Mortgage
on the related Mortgaged Property.
To
the
extent such matters are within the control of the Master Servicer,
notwithstanding the provisions of Subsection 3.01(a), the Master Servicer shall
not take any action inconsistent with the interests of the Indenture Trustee
or
the Noteholders or with the rights and interests of the Indenture Trustee or
the
Noteholders under this Master Servicing Agreement.
The
Master Servicer shall master service the Mortgage Loans and shall have full
power and authority 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 Issuing Entity, Noteholders and the
Indenture 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 Master
Servicing Agreement and the Servicing Agreement, as applicable. The Indenture
Trustee shall furnish the Master 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 Master Servicing Agreement and the Servicing Agreement, and the
Indenture 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 Indenture
Trustee shall have no liability for use or misuse of any such powers of attorney
by the Master Servicer or the Servicer). If the Master Servicer or the Indenture
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 Indenture
Trustee or that the Indenture 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 Indenture Trustee in the appointment
of
a co-trustee.
Section
3.02 Monitoring
of Servicer.
(a) The
Master Servicer shall be responsible for reporting to the Issuing Entity, the
Indenture Trustee and the Depositor the compliance by the Servicer with its
duties under the Servicing Agreement. In the review of the Servicer’s
activities, the Master Servicer may rely upon an officer’s certificate of the
Servicer (or similar document signed by an officer of the Servicer) with regard
to such Servicer’s compliance with the terms of the Servicing Agreement. In the
event that the Master Servicer, in its judgment, determines that the Servicer
should be terminated in accordance with the Servicing Agreement, or that a
notice should be sent pursuant to the Servicing Agreement 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 Issuing Entity
and the Indenture Trustee thereof and the Master Servicer shall issue such
notice or take such other action as it deems appropriate.
(b) The
Master Servicer, for the benefit of the Issuing Entity, the Indenture Trustee
and the Noteholders, shall enforce the obligations of the Servicer under the
Servicing Agreement, and shall, in the event that the Servicer fails to perform
its obligations in accordance with the Servicing Agreement, subject to the
preceding paragraph, terminate the rights and obligations of the Servicer
thereunder and act as servicer of the related Mortgage Loans or cause a
successor Servicer selected by the Master Servicer to assume the obligations
of
the Servicer under the Servicing Agreement; provided, however, it is understood
and acknowledged by the parties hereto that there will be a period of transition
(not to exceed 100 days) before the actual servicing functions can be fully
transferred to such successor Servicer. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of the Servicing
Agreement 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,
in
its good faith business judgment, would require were it the owner of the related
Mortgage Loans. Except as otherwise provided in Subsection (c) below, the Master
Servicer shall pay the costs of such enforcement at its own expense, provided
that the Master Servicer shall not be required to prosecute or defend any legal
action except to the extent that the Master Servicer shall have received
reasonable indemnity for its costs and expenses in pursuing such
action.
(c) To
the
extent that the costs and expenses of the Master Servicer related to any
termination of the Servicer, appointment of a successor Servicer or the transfer
and assumption of servicing by the Master Servicer with respect to the Servicing
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 an event of default by
the
Servicer 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 the Servicing Agreement) are not fully and
timely reimbursed by the terminated Servicer, the Master Servicer shall be
entitled to reimbursement of such costs and expenses from the Payment
Account.
(d) The
Master Servicer shall require the Servicer to comply with the remittance
requirements and other obligations set forth in the Servicing
Agreement.
(e) If
the
Master Servicer acts as Servicer, it will not assume liability for the
representations and warranties of the Servicer, if any, that it
replaces.
Section
3.03 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 servicers or
trustees.
Section
3.04 Liability
of the Master Servicer.
The
Master Servicer shall be liable in accordance herewith only to the extent of
the
obligations specifically imposed upon and undertaken by it herein.
Section
3.05 Assumption
or Termination of Subservicing Agreements by Indenture Trustee.
(a) If
the
Indenture Trustee, as successor Master Servicer, or another successor Master
Servicer shall assume the master servicing obligations of the Master Servicer
in
accordance with Section 6.02 below, the Indenture Trustee, to the extent
necessary to permit the Indenture Trustee to carry out the provisions of Section
6.02 with respect to the Mortgage Loans, shall succeed to all of the rights
and
obligations of the Master Servicer under the Servicing Agreement. In such event,
the Indenture Trustee or its designee as the successor master servicer shall
be
deemed to have assumed all of the Master Servicer’s rights and obligations
therein and to have replaced the Master Servicer as a party to such Servicing
Agreement to the same extent as if such Servicing Agreement had been assigned
to
the Indenture Trustee or its designee as a successor master servicer, except
that the Indenture Trustee or its designee as a successor master servicer shall
not be deemed to have assumed any obligations or liabilities of the Master
Servicer arising prior to such assumption (other than the obligation to make
any
Monthly Advances) and the Master Servicer shall not thereby be relieved of
any
liability or obligations under such Servicing Agreement arising prior to such
assumption. Nothing in the foregoing shall be deemed to entitle the Indenture
Trustee or its designee as a successor master servicer at any time to receive
any portion of the servicing compensation provided under Section 3.15 except
for
the Master Servicer Compensation.
(b) In
the
event that the Indenture Trustee, as successor Master Servicer, or another
successor Master Servicer assumes the servicing obligations of the Master
Servicer under Section 6.02, upon the reasonable request of the Indenture
Trustee or such successor Master Servicer, the Master Servicer shall at its
own
expense (or the expense of the Trust, if the Master Servicer fails to do so)
deliver to the Indenture Trustee, or to such successor Master Servicer,
photocopies of all documents, files and records, electronic or otherwise,
relating to the Servicing Agreement and the related Mortgage Loans or REO
Property then being serviced and an accounting of amounts collected and held
by
it, if any, and will otherwise cooperate and use its reasonable efforts to
effect the orderly and efficient transfer of the Servicing Agreement, or
responsibilities hereunder to the Indenture Trustee, as successor Master
Servicer, or to such other successor Master Servicer.
Section
3.06 Collection
of Mortgage Loan Payments.
(a) The
Master Servicer will coordinate and monitor remittances by the Servicer to
it
with respect to the Mortgage Loans in accordance with this Master Servicing
Agreement.
(b) The
Master Servicer shall enforce the obligation of the Servicer to establish and
maintain a Protected Account in accordance with the Servicing Agreement, with
records to be kept with respect thereto on a Mortgage Loan by Mortgage Loan
basis, into which account shall be deposited within 48 hours (or as of such
other time specified in the Servicing Agreement) of receipt, all collections
of
principal and interest on any Mortgage Loan and any REO Property received by
the
Servicer, including Principal Prepayments, Insurance Proceeds, Liquidation
Proceeds, and advances made from the Servicer’s own funds (less servicing
compensation as permitted by the Servicing Agreement in the case of the
Servicer) and all other amounts to be deposited in the Protected Account. The
Servicer is hereby authorized to make withdrawals from and deposits to the
Protected Account for purposes required or permitted by this Master Servicing
Agreement. To the extent provided in the Servicing Agreement, the Protected
Account shall be an Eligible Account and segregated on the books of such
institution in the name of the Indenture Trustee for the benefit of the
Noteholders.
(c) To
the
extent provided in the Servicing Agreement, amounts on deposit in the Protected
Account may be invested in Eligible Investments in the name of the Indenture
Trustee for the benefit of Noteholders and, except as provided in the preceding
paragraph, not commingled with any other funds. Such Eligible Investments shall
mature, or shall be subject to redemption or withdrawal, no later than the
date
on which such funds are required to be withdrawn for deposit in the Payment
Account, and shall be held until required for such deposit. The income earned
from Eligible Investments made pursuant to this Section 3.06 shall be paid
to
the Servicer under the Servicing Agreement, and the risk of loss of moneys
required to be distributed to the Noteholders resulting from such investments
shall be borne by and be the risk of the Servicer. The Servicer (to the extent
required by the Servicing Agreement) shall deposit the amount of any such loss
in the Protected Account not later than the Business Day prior to the next
Servicer Remittance Date.
Section
3.07 [Reserved].
Section
3.08 [Reserved].
Section
3.09 Access
to Certain Documentation and Information Regarding the Mortgage
Loans.
The
Master Servicer shall provide, and shall cause the Servicer to provide, to
the
Indenture Trustee and the Owner Trustee access to the documentation regarding
the related Mortgage Loans and REO Property and to the Noteholders, the FDIC,
and the supervisory agents and examiners of the FDIC access to the documentation
regarding the related Mortgage Loans required by applicable regulations, such
access being afforded without charge but only upon reasonable request and during
normal business hours at the offices of the Master Servicer or the Servicer
that
are designated by these entities; provided,
however,
that,
unless otherwise required by law, the Master Servicer or the Servicer shall
not
be required to provide access to such documentation if the provision thereof
would violate the legal right to privacy of any Mortgagor; provided,
further,
however,
that
the Indenture Trustee and the Owner Trustee shall coordinate their requests
for
such access so as not to impose an unreasonable burden on, or cause an
unreasonable interruption of, the business of the Master Servicer or the
Servicer. The Master Servicer and the Servicer shall allow representatives
of
the above entities to photocopy any of the documentation and shall provide
equipment for that purpose at a charge that covers their own actual
out-of-pocket costs.
Section
3.10 Reserved.
Section
3.11 Reserved.
Section
3.12 Reserved.
Section
3.13 Reserved.
Section
3.14 Reserved.
Section
3.15 Master
Servicing Compensation.
(a) The
Master Servicer shall be entitled to receive all income and gain realized from
any investment of funds in the Payment Account for the performance of its
activities hereunder (the “Master Servicing Compensation”).
(b) The
Master Servicer shall be required to pay all expenses it incurs in connection
with its master servicing activities under this Master Servicing Agreement
and
shall not be entitled in connection with its master servicing activities under
this Master Servicing Agreement to reimbursement except as provided in this
Master Servicing Agreement.
Section
3.16 Annual
Statement as to Compliance.
(a) The
Master Servicer, the Indenture Trustee, and the Securities Administrator, each
at its own expense, shall deliver (and the Master Servicer and Securities
Administrator shall cause any Servicing Function Participant engaged by it
to
deliver) to the Sponsor, the Securities Administrator and the Depositor, on
or
before March 15 of each year, commencing in March 2007, an Officer’s Certificate
stating, as to the signer thereof, that (A) a review of such party’s activities
during the preceding calendar year or portion thereof and of such party’s
performance under this Master Servicing Agreement and, with respect to the
Securities Administrator, the Indenture, or such other applicable agreement
in
the case of any Servicing Function Participant engaged by it, has been made
under such officer’s supervision and (B) to the best of such officer’s
knowledge, based on such review, such party has fulfilled all its obligations
under this Master Servicing Agreement and, with respect to the Securities
Administrator, the Indenture, or such other applicable agreement in the case
of
any Servicing Function Participant engaged by it, in all material respects
throughout such year or portion thereof, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof.
(b) The
Master Servicer shall include all annual statements of compliance received
by it
with its own annual statement of compliance to be submitted to the Securities
Administrator pursuant to this Section.
(c) For
so
long as the Issuing Entity is subject to Exchange Act reporting requirements,
failure of the Master Servicer to comply timely with this Section 3.16 shall
be
deemed a Master Servicing Default, automatically, without notice and without
any
cure period, and the Indenture Trustee shall, at the direction of the Sponsor,
terminate all the rights and obligations of the Master Servicer under this
Master Servicing Agreement and in and to the Mortgage Loans and the proceeds
thereof without compensating the Master Servicer for the same. This paragraph
shall supersede any other provision in this Master Servicing Agreement or any
other agreement to the contrary.
(d) Unless
available on the Securities Administrator’s website, copies of such Master
Servicer annual statements of compliance shall be provided to any Noteholder
upon request, by the Master Servicer or by the Securities Administrator at
the
Master Servicer’s expense if the Master Servicer failed to provide such copies
(unless (i) the Master Servicer shall have failed to provide the Securities
Administrator with such statement or (ii) the Securities Administrator shall
be
unaware of the Master Servicer’s failure to provide such
statement).
(e) In
the
event the Master Servicer, the Securities Administrator, the Indenture Trustee
or any Servicing Function Participant engaged by parties is terminated or
resigns pursuant to the terms of this Agreement, or any applicable agreement
in
the case of a Servicing Function Participant, as the case may be, such party
shall provide an Officer’s Certificate pursuant to this Section 3.16 with
respect to the period of time it was subject to this Agreement or any other
applicable agreement, as the case may be.
Section
3.17 Annual
Assessments of Compliance.
(a) By
March
15 of each year, commencing in March 2007, the Master Servicer, the Indenture
Trustee and the Securities Administrator, each at its own expense, shall
furnish, and each such party shall cause any Servicing Function Participant
engaged by it to furnish, each at its own expense, to the Securities
Administrator and the Sponsor, a report on an assessment of compliance with
the
Relevant Servicing Criteria that contains (A) a statement by such party of
its
responsibility for assessing compliance with the Relevant Servicing Criteria,
(B) a statement that such party used the Relevant Servicing Criteria to assess
compliance with the Relevant Servicing Criteria, (C) such party’s assessment of
compliance with the Relevant Servicing Criteria as of and for the fiscal year
covered by the Form 10-K required to be filed pursuant to Section 4.06(d),
including, if there has been any material instance of noncompliance with the
Relevant Servicing Criteria, a discussion of each such failure and the nature
and status thereof, and (D) a statement that a registered public accounting
firm
has issued an attestation report on such party’s assessment of compliance with
the Relevant Servicing Criteria as of and for such period.
(b) No
later
than the end of each fiscal year for the Issuing Entity for which a Form 10-K
is
required to be filed, the Master Servicer and the Indenture Trustee shall
forward to the Securities Administrator the name of each Servicing Function
Participant engaged by it and what Relevant Servicing Criteria will be addressed
in the report on assessment of compliance prepared by such Servicing Function
Participant. When the Master Servicer, the Indenture Trustee and the Securities
Administrator (or any Servicing Function Participant engaged by them) submit
their assessments to the Securities Administrator, such parties shall also
at
such time include the assessment (and attestation pursuant to Section 3.18)
of
each Servicing Function Participant engaged by it.
(c) Promptly
after receipt of such report on assessment of compliance from the Master
Servicer, the Securities Administrator, the Indenture Trustee, the Servicer
or
any Servicing Function Participant engaged by such parties (i) the Sponsor
shall
review each such report and, if applicable, consult with the Master Servicer,
the Securities Administrator, the Servicer and any Servicing Function
Participant engaged by such parties as to the nature of any material instance
of
noncompliance with the Relevant Servicing Criteria by each such party, and
(ii)
the Securities Administrator shall confirm that the assessments, taken as a
whole, address all of the Servicing Criteria and taken individually address
the
Relevant Servicing Criteria for each party as set forth on Exhibit E and notify
the Sponsor of any exceptions.
(d)
The
Master Servicer shall include all annual reports on assessment of compliance
with its own assessment of compliance received by it to be submitted to the
Securities Administrator pursuant to this Section.
(e) For
so
long as the Issuing Entity is subject to Exchange Act reporting requirements,
failure of the Master Servicer to comply timely with this Section 3.17 shall
be
deemed a Master Servicing Default, automatically, without notice and without
any
cure period, and the Indenture Trustee shall, at the direction of the Sponsor,
terminate all the rights and obligations of the Master Servicer under this
Master Servicing Agreement and in and to the Mortgage Loans and the proceeds
thereof without compensating the Master Servicer for the same. This paragraph
shall supersede any other provision in this Master Servicing Agreement or any
other agreement to the contrary.
(f) In
the
event the Master Servicer, the Securities Administrator, the Indenture Trustee
or any Servicing Function Participant engaged by parties 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 report on assessment
of compliance pursuant to this Section 3.17 with respect to the period of time
it was subject to this Agreement or any applicable sub-servicing agreement.
as
the case may be.
Section
3.18 Attestation
Reports.
(a) By
March
15 of each year, commencing in March 2007, the Master Servicer, the Indenture
Trustee and the Securities Administrator, each at its own expense, shall cause,
and each such party shall cause any Servicing Function Participant engaged
by it
to cause, each at its own expense, a registered public accounting firm (which
may also render other services to the Master Servicer, the Indenture Trustee,
the Securities Administrator, or such other Servicing Function Participants,
as
the case may be) and that is a member of the American Institute of Certified
Public Accountants to furnish a report to the Securities Administrator and
the
Sponsor, to the effect that (i) it has obtained a representation regarding
certain matters from the management of such party, which includes an assertion
that such party has complied with the Relevant Servicing Criteria, and (ii)
on
the basis of an examination conducted by such firm in accordance with standards
for attestation engagements issued or adopted by the PCAOB, it is expressing
an
opinion as to whether such party’s compliance with the Relevant Servicing
Criteria was fairly stated in all material respects, or it cannot express an
overall opinion regarding such party’s assessment of compliance with the
Relevant Servicing Criteria. In the event that an overall opinion cannot be
expressed, such registered public accounting firm shall state in such report
why
it was unable to express such an opinion. Such report must be available for
general use and not contain restricted use language.
(b) Promptly
after receipt of such report from the Master Servicer, the Indenture Trustee,
the Securities Administrator, the Servicer or any Servicing Function Participant
engaged by such parties, (i) the Sponsor shall review the report and, if
applicable, consult with such parties as to the nature of any defaults by such
parties, in the fulfillment of any of each such party’s obligations hereunder or
under any other applicable agreement, and (ii) the Securities Administrator
shall confirm that each assessment submitted pursuant to Section 3.17 is coupled
with an attestation meeting the requirements of this Section and notify the
Sponsor of any exceptions.
(c) The
Master Servicer shall include all attestations received by it with its own
attestation to be submitted to the Securities Administrator pursuant to this
Section.
(d) For
so
long as the Issuing Entity is subject to Exchange Act reporting requirements,
failure of the Master Servicer or the Securities Administrator to comply timely
with this Section 3.18 shall be deemed a Master Servicing Default,
automatically, without notice and without any cure period, and the Indenture
Trustee shall, at the direction of the Sponsor, terminate all the rights and
obligations of the Master Servicer under this Master Servicing Agreement and
in
and to the Mortgage Loans and the proceeds thereof without compensating the
Master Servicer for the same. This paragraph shall supersede any other provision
in this Master Servicing Agreement or any other agreement to the
contrary.
(e) In
the
event the Master Servicer, the Securities Administrator, the Indenture Trustee
or any Servicing Function Participant engaged by parties is terminated or
resigns pursuant to the terms of this Agreement, or any applicable sub-servicing
agreement, as the case may be, such party shall cause a registered public
accounting firm to provide an attestations pursuant to this Section 3.18 with
respect to the period of time it was subject to this Agreement or any applicable
sub-servicing agreement, as the case may be.
Section
3.19 Annual
Certification.
(a) The
Master Servicer and the Securities Administrator shall and shall cause any
Servicing Function Participant engaged by such party to, provide to the
Certifying Person, by March 15 of each year in which the Issuing Entity is
subject to the reporting requirements of the Exchange Act and otherwise within
a
reasonable period of time upon request, a certification (each, a “Back-Up
Certification”), in the form attached hereto as Exhibit D, upon which the
Certifying Person, the entity for which the Certifying Person acts as an
officer, and such entity’s officers, directors and Affiliates (collectively with
the Certifying Person, “Certification Parties”) can reasonably rely. The
Securities Administrator shall prepare a Xxxxxxxx-Xxxxx Certification and an
officer of the Depositor shall sign the same on behalf of the Issuing Entity
serving as the “Certifying Person”. Such officer of the Certifying Person can be
contacted by e-mail at xxxx.xxxx@xxxxxxxxxx.xxx or by facsimile at (000)
000-0000. In the event the Master Servicer or the Securities Administrator,
or
any Servicing Function Participant 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 3.19 with respect to the
period of time it was subject to this Master Servicing Agreement or any other
applicable agreement, as the case may be.
Section
3.20 Intention
of the Parties and Interpretation.
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.16, 3.17,
3.18, 3.19 and 4.06 of this Master Servicing Agreement is to facilitate
compliance by the Issuing Entity, the Sponsor, the Master Servicer and the
Securities Administrator with the provisions of Regulation AB promulgated by
the
SEC under the Exchange Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be
amended from time to time and subject to clarification and interpretive advice
as may be issued by the staff of the 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 issued
by
the Commission in respect of the requirements of Regulation AB, (c) the parties
shall comply with requests made by the Sponsor for delivery of additional or
different information as the Sponsor may determine in good faith is necessary
to
comply with the provisions of Regulation AB, and (d) no amendment of this Master
Servicing 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.
Section
3.21. Indemnification.
Each
of
the Depositor, Master Servicer, Securities Administrator, the Indenture Trustee
and any Servicing Function Participant (excluding the Indenture Trustee) engaged
by such party, respectively, shall indemnify and hold harmless the Master
Servicer, the Securities Administrator, the Indenture Trustee and the Depositor,
respectively, and each of its directors, officers, employees, agents, and
affiliates from and against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments and
other
costs and expenses arising out of or based upon (a) any breach by such party
of
any if its obligations under hereunder, including particularly its obligations
to provide any annual reports on assessment of compliance with Servicing
Criteria delivered pursuant to Section 3.17, the registered public accounting
firm attestation reports delivered pursuant to Section 3.18, an annual
compliance statement, or any information, data or materials required to be
included in any 1934 Act report or required to be delivered or filed pursuant
to
Sections 3.16, 3.17, 3.18, 3.19 or 4.06 hereof, b) any material misstatement
or
omission in any information, data or materials provided by such party (including
any material misstatement or material omission in (i) any Compliance Statement,
Assessment of Compliance or Attestation Report delivered by it, or by any
Servicing Function Participant 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 concerning the Master Servicer or the Securities
Administrator), or (c) the negligence, bad faith or willful misconduct of such
indemnifying party in connection with its performance hereunder. If the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Master Servicer, the Securities Administrator, the Indenture
Trustee or the Depositor, then each such party agrees that it shall contribute
to the amount paid or payable by the Master Servicer, the Securities
Administrator, the Indenture Trustee or the Depositor, as applicable, as a
result of any claims, losses, damages or liabilities incurred by such party
in
such proportion as is appropriate to reflect the relative fault of the
indemnified party on the
one hand
and
the indemnifying party on the other. This indemnification shall survive the
termination of this Agreement or the termination of any party to this
Agreement.
ARTICLE
IV
ADVANCES;
COMPENSATING INTEREST; REPORTING
Section
4.01 Reserved.
Section
4.02 Reserved.
Section
4.03 Reserved.
Section
4.04 Advances.
If
the
Monthly Payment on a Mortgage Loan that was due on a related Due Date is
delinquent other than as a result of application of the Relief Act and for
which
the Servicer was required to make an advance pursuant to the Servicing Agreement
exceeds the amount deposited in the Payment Account which will be used for
an
advance with respect to such Mortgage Loan, the Master Servicer, in its capacity
as successor Servicer, will deposit in the Payment Account not later than the
Business Day immediately preceding the related Payment Date an amount equal
to
such deficiency, except to the extent the Master Servicer determines any such
advance to be a Nonrecoverable Advance. Subject to the foregoing, the Master
Servicer shall continue to make such advances through the date that the Servicer
is required to do so under the Servicing Agreement. If the Master Servicer
deems
an advance to be a Nonrecoverable Advance, on the Business Day prior to the
Payment Date, the Master Servicer shall present an Officer’s Certificate to the
Securities Administrator (i) stating that the Master Servicer elects not to
make
a Monthly Advance in a stated amount and (ii) detailing the reason it deems
the
advance to be a Nonrecoverable Advance.
Section
4.05 Compensating
Interest Payments.
The
Master Servicer shall deposit in the Payment Account not later than the Business
Day immediately preceding the related Payment Date an amount equal to the lesser
of (i) the sum of the aggregate amount required to be paid by the Servicer
under
the Servicing Agreement with respect to Compensating Interest with respect
to
the Mortgage Loans for the related Prepayment Period, and not so paid by the
Servicer and (ii) the Master Servicer Compensation for such Payment Date (such
amount, the “Compensating Interest Payment”). The Master Servicer shall not be
entitled to any reimbursement of any Compensating Interest Payment.
Section
4.06 Exchange
Act Reporting.
(a)
(i)
Within
15
days after each Payment Date (subject to permitted extensions under the Exchange
Act), the Securities Administrator shall prepare and file on behalf of the
Issuing Entity any Form 10-D required by the Exchange Act, in form and substance
as required by the Exchange Act. The Securities Administrator shall file each
Form 10-D with a copy of the Payment Date Statement for the related Payment
Date
attached thereto. Any disclosure in addition to the Payment Date Statement
that
is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall be determined and prepared by the entity that is indicated in Exhibit
C as
the party responsible for providing that information and the Securities
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) Within
5
calendar days after the related Payment Date, (A) the Master Servicer, the
Securities Administrator, the Issuing Entity, the Indenture Trustee and the
Sponsor hereby agree to, and the other parties to the American Home Mortgage
Investment Trust 2006-3 transaction shall be required to, provide to the
Securities Administrator and the Sponsor, to the extent known by a responsible
officer thereof, in XXXXX-compatible form, or in such other form as otherwise
agreed upon by the Securities Administrator and such party, the form and
substance of any Additional Form 10-D Disclosure for which such party is
responsible as set forth on Exhibit C hereto, if applicable, together with
an
Additional Disclosure Notification in the form of Exhibit E hereto (an
“Additional Disclosure Notification”) and (B) the Sponsor 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 Sponsor will be responsible
for any reasonable fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Additional Form 10-D Disclosure
on Form 10-D pursuant to this paragraph.
(iii) After
preparing the Form 10-D, the Securities Administrator shall forward
electronically a draft copy of the Form 10-D to the Sponsor (provided that
such
Form 10-D includes any Additional Form 10-D Disclosure) and the Master Servicer
for review. No later than the Business Day prior to the date specified in the
next sentence (provided that, the Securities Administrator forwards a copy
of
the Form 10-D no later than 2 Business Days prior to such Business Day), the
Sponsor and the Master Servicer shall notify the Securities Administrator of
any
changes to or approval of such Form 10-D. In the absence of any written changes
or approval within the same time, the Securities Administrator shall be entitled
to assume that such Form 10-D is in final form and the Securities Administrator
may proceed with arrangements for the execution of, and the filing of the Form
10-D. No later than 2 Business Days prior to the 15th calendar day after the
related Payment Date, a duly authorized officer of the Master Servicer shall
sign the 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 Securities Administrator will follow
the procedures set forth in Section 3.29(c)(ii). Promptly (but no later than
1
Business Day) after filing with the Commission, the Securities Administrator
will make available on its internet website a final executed copy of each Form
10-D. Each party to this Master Servicing Agreement acknowledges that the
performance by the Master Servicer and Securities Administrator of its duties
under this Section 3.29(a) related to the timely preparation, execution and
filing of Form 10-D is contingent upon such parties strictly observing all
applicable deadlines in the performance of their duties as set forth in this
Master Servicing Agreement. Neither the Securities Administrator nor the Master
Servicer 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-D, where such failure results from the Securities
Administrator’s inability or failure to obtain or receive, on a timely basis,
any information from any other party hereto needed to prepare, arrange for
execution or file such Form 10-D, not resulting from its own negligence, bad
faith or willful misconduct.
(b)
(i)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
Sponsor, the Securities Administrator shall prepare and file on behalf of the
Issuing Entity any Form 8-K, as required by the Exchange Act, provided that
the
Sponsor 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 (“Form 8-K Disclosure
Information”) shall be determined and prepared by the entity that is indicated
in Exhibit C as the responsible party for providing that information and the
Securities 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.
(ii) For
so
long as the Issuing Entity is subject to the Exchange Act reporting
requirements, no later than 12:00 noon New York time on the 2nd Business Day
after the occurrence of a Reportable Event (i) the Master Servicer, the
Securities Administrator, the Issuing Entity, the Indenture Trustee and the
Sponsor hereby agree to, and the other parties to the American Home Mortgage
Investment Trust 2006-3 transaction shall be required to, provide to the
Securities Administrator and the Sponsor, to the extent known by a responsible
officer thereof, in XXXXX-compatible form, or in such other form as otherwise
agreed upon by the Securities Administrator and such party, the form and
substance of any Form 8-K Disclosure Information for which such party is
responsible as set forth on Exhibit C hereto, if applicable, together with
an
Additional Disclosure Notification and (ii) the Sponsor will approve, as to
form
and substance, or disapprove, as the case may be, the inclusion of the Form
8-K
Disclosure Information. The Sponsor will be responsible for any reasonable
fees
and expenses assessed or incurred by the Securities Administrator in connection
with including any Form 8-K Disclosure Information on Form 8-K pursuant to
this
paragraph.
(iii) After
preparing the Form 8-K, the Securities Administrator shall, upon request,
forward electronically a draft copy of the Form 8-K to the Master Servicer
and
the Sponsor for review. No later than the close of business New York City time
on the third Business Day after the Reportable Event, the Sponsor and the Master
Servicer shall notify the Securities Administrator of any changes to or approval
of such Form 8-K. In the absence of any written changes or approval within
such
timeframe, the Securities Administrator shall be entitled to assume that such
Form 8-K is in final form and the Securities Administrator may proceed with
arrangements for the execution of, and filing of, the Form 8-K. No later than
12:00 noon New York time on the 4th Business Day after the Reportable Event,
a
duly authorized officer of the Master Servicer shall sign the 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 Securities Administrator will follow the procedures set forth
in
Section 3.29(c)(ii). Promptly (but no later than 1 Business Day) after filing
with the Commission, the Securities Administrator will, make available on its
internet website a final executed copy of each Form 8-K that has been prepared
and filed by the Securities Administrator. The parties to this Master Servicing
Agreement acknowledge that the performance by the Master Servicer and the
Securities Administrator of their respective duties under this Section 3.29(b)
related to the timely preparation, execution and filing of Form 8-K is
contingent upon such parties strictly observing all applicable deadlines in
the
performance of their duties under this Master Servicing Agreement. Neither
the
Master Servicer nor the Securities 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 8-K, where such
failure results from the Securities Administrator’s inability or failure to
obtain or receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 8-K, not
resulting from its own negligence, bad faith or willful misconduct.
(c)
(i)
On
or
prior to January 30 of the first year in which the Securities Administrator
is
able to do so under applicable law, the Securities Administrator shall prepare
and file a Form 15 relating to the automatic suspension of reporting in respect
of the Issuing Entity under the Exchange Act.
(ii) In
the
event that the Securities Administrator is unable to timely file with the
Commission all or any required portion of any Form 8-K, 10-D or 10-K required
to
be filed by this Master Servicing Agreement because required disclosure
information was either not delivered to it or delivered to it after the delivery
deadlines set forth in this Master Servicing Agreement or for any other reason,
the Securities Administrator will promptly notify the Sponsor. In the case
of
Form 10-D and 10-K, the parties to this Master Servicing Agreement and the
Servicer will cooperate to prepare and file a Form 12b-25 and a 10-DA and 10-KA
as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of
Form
8-K, the Securities Administrator will, upon receipt of all required Form 8-K
Disclosure Information and upon the approval and direction of the Sponsor,
include such disclosure information on the next Form 10-D. In the event that
any
previously filed Form 8-K, 10-D or 10-K needs to be amended and such amendment
includes any Additional Form 10-D Disclosure, any Additional Form 10-K
Disclosure or any Form 8-K Disclosure Information or any amendment to such
disclosure, the Securities Administrator will notify the Sponsor of the
amendment pertaining to an additional reporting item on such form and the
Sponsor will cooperate with the Securities Administrator to prepare any
necessary 8-KA, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to
Form 8-K, 10-D or 10-K shall be signed by an officer of the Master Servicer
in
charge of the master servicing function. The parties to this Master Servicing
Agreement acknowledge that the performance by the Master Servicer and the
Securities Administrator of their duties under this Section 3.29(c) related
to
the timely preparation, execution and filing of Form 15, a Form 12b-25 or any
amendment to Form 8-K, 10-D or 10-K is contingent upon each such party
performing its duties under this Master Servicing Agreement. Neither the Master
Servicer nor the Securities 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 Forms 8-K, 10-D or 10-K, where such failure results from the
Securities Administrator’s inability or failure to obtain or receive, on a
timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 15, Form 12b-25 or any amendments to
Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or
willful misconduct.
(d)
(i)
Within
90
days after the end of each fiscal year of the Issuing Entity 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 Issuing Entity ends on December
31st of each year), commencing in March 2007, the Securities Administrator
shall
prepare and file on behalf of the Issuing Entity 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
Securities Administrator within the applicable time frames set forth in this
Master Servicing Agreement and the Servicing Agreement, (i) an annual compliance
statement for the Servicer, the Master Servicer, the Securities Administrator
and any Servicing Function Participant engaged by such parties (a “Reporting
Servicer”) as described under the related servicing agreement and Section 3.16
hereof, (ii)(A) the annual reports on assessment of compliance with servicing
criteria for each Reporting Servicer, as described in the servicing agreement
and Section 3.17 hereof, and (B) if each Reporting Servicer’s report on
assessment of compliance with servicing criteria described under the servicing
agreement and Section 3.17 hereof identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or if
any
Reporting Servicer’s report on assessment of compliance with servicing criteria
described thereunder 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, (iii)(A) the registered public accounting firm attestation report
for
each Reporting Servicer, as described in the related servicing agreement or
under Section 3.18 hereof, and (B) if any registered public accounting firm
attestation report described in the related servicing agreement 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) the Xxxxxxxx-Xxxxx Certification as described in the related servicing
agreement or Section 3.19 hereof. 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 determined and prepared by the entity that is
indicated in Exhibit C as the responsible party for providing that information
and the Securities 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.
(ii) No
later
than March 15 of each year that the Issuing Entity is subject to the Exchange
Act reporting requirements, commencing in 2007, (i) the Master Servicer, the
Securities Administrator, the Issuing Entity, the Indenture Trustee and the
Sponsor hereby agree to, and the other parties to the American Home Mortgage
Investment Trust 2006-3 transaction shall be required to, provide to the
Securities Administrator and the Sponsor, to the extent known to a responsible
officer thereof, in XXXXX-compatible form, or in such other form as otherwise
agreed upon by the Securities Administrator and such party, the form and
substance of any Additional Form 10-K Disclosure for which such party is
responsible as set forth on Exhibit C hereto, if applicable, together with
an
Additional Disclosure Notification and (ii) the Sponsor 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 Sponsor will be responsible
for any reasonable fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Additional Form 10-K Disclosure
on Form 10-K pursuant to this paragraph.
(iii) After
preparing the Form 10-K, the Securities Administrator shall forward
electronically a draft copy of the Form 10-K to the Master Servicer and the
Sponsor for review. No later than the Business Day prior to the date specified
in the next sentence (provided that, the Securities Administrator forwards
a
copy of the Form 10-K no later than 2 Business Days prior to such Business
Day),
the Sponsor and the Master Servicer shall notify the Securities Administrator
of
any changes to or approval of such Form 10-K. In the absence of receipt of
any
written changes or approval within such timeframe, the Securities Administrator
shall be entitled to assume that such Form 10-K is in final form and the
Securities Administrator may proceed with the execution of, and filing of,
the
Form 10-K. No later than the close of business on the 4th Business Day prior
to
the 10-K Filing Deadline, the Sponsor shall sign the Form 10-K and return an
electronic or fax copy of such signed Form 10-K (with an original executed
hard
copy to follow by overnight mail) to the Securities Administrator. If a Form
10-K cannot be filed on time or if a previously filed Form 10-K needs to be
amended, the Securities Administrator will follow the procedures set forth
in
Section 3.29(c)(ii). Promptly (but no later than 1 Business Day) after filing
with the Commission, the Securities Administrator will make available on its
internet website a final executed copy of each Form 10-K. The parties to this
Master Servicing Agreement acknowledge that the performance by the Master
Servicer and the Securities Administrator of their respective duties under
this
Section 3.29(d) related to the timely preparation, execution and filing of
Form
10-K is contingent upon such parties (and any Additional Servicer or Servicing
Function Participant) strictly observing all applicable deadlines in the
performance of their duties under this Section 4.06(d), the related Servicing
Agreement, Section 3.16, Section 3.17, Section 3.18 and Section 3.19. Neither
the Master Servicer nor the Securities 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 Securities Administrator’s inability or failure to
obtain or receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 10-K, not
resulting from its own negligence, bad faith or willful misconduct.
Notwithstanding
the provisions of Section 7.01, this Section 4.06 may be amended without the
consent of the Noteholders.
ARTICLE
V
THE
MASTER SERVICER
Section
5.01 Liability
of the Master Servicer.
The
Master Servicer shall be liable in accordance herewith only to the extent of
the
obligations specifically imposed upon and undertaken by the Master Servicer
herein.
Section
5.02 Merger
or Consolidation of or Assumption of the Obligations of the Master
Servicer.
Any
corporation into which the Master Servicer may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Master Servicer shall be a party,
or
any corporation succeeding to the business of the Master Servicer, shall be
the
successor of the Master Servicer hereunder, without the execution or filing
of
any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided,
however,
that
the successor or surviving Person to the Master Servicer shall be qualified
to
sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx
Mac.
The
Master Servicer may assign its rights and delegate its duties and obligations
under this Master Servicing Agreement; provided,
that
the Person accepting such assignment or delegation shall be a Person which
is
qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac,
shall have a net worth of not less than $10,000,000, is reasonably satisfactory
to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Depositor,
is willing to service the Mortgage Loans and executes and delivers to the
Indenture Trustee and the Depositor
an
agreement, in form and substance reasonably satisfactory to the Indenture
Trustee and the Depositor, 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 the Master Servicer under this Master Servicing
Agreement; provided,
further,
that
each Rating Agency’s rating of the applicable Notes in effect immediately prior
to such assignment and delegation will not be qualified, reduced, or withdrawn
as a result of such assignment and delegation (as evidenced by a letter to
such
effect from each Rating Agency addressed and delivered to the Indenture Trustee)
or considered to be below investment grade.
Section
5.03 Limitation
on Liability of the Master Servicer and Others.
Neither
the Master Servicer nor any of the directors or officers or employees or agents
of the Master Servicer shall be under any liability to the Company, the Issuing
Entity, the Owner Trustee, the Securities Administrator, the Indenture Trustee
or the Noteholders for any action taken or for refraining from the taking of
any
action in good faith pursuant to this Master Servicing Agreement, provided,
however,
that
this provision shall not protect the Master Servicer or any such Person against
any liability which would otherwise be imposed by reason of its willful
misfeasance, bad faith or gross negligence in the performance of its duties
hereunder or by reason of its reckless disregard of its obligations and duties
hereunder. The Master Servicer and any director or officer or employee or agent
of the Master 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 any director or officer or employee or agent of the
Master Servicer shall be indemnified by the Trust Estate and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Master Servicing Agreement or any other Basic Document
other than any loss, liability or expense incurred by reason of its willful
misfeasance, bad faith or gross negligence in the performance of its duties
hereunder or by reason of its reckless disregard of its obligations and duties
hereunder. The Master Servicer shall not be under any obligation to appear
in,
prosecute or defend any legal action which is not incidental to its duties
to
master service the Mortgage Loans in accordance with this Master Servicing
Agreement, and which in its opinion may involve it in any expense or liability;
provided,
however,
that
the Master Servicer may in its sole discretion undertake any such action which
it may deem necessary or desirable in respect of this Master Servicing
Agreement, and the rights and duties of the parties hereto and the interests
of
the Securityholders 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 Estate, and the Master Servicer shall be
entitled to be reimbursed therefor. The Master Servicer’s right to indemnity or
reimbursement pursuant to this Section 5.03 shall survive any resignation or
termination of the Master Servicer pursuant to Sections 5.04 or 6.01 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). The Master Servicer shall not be liable for any
acts or omissions of the Servicer, except as otherwise expressly provided
herein.
Section
5.04 Master
Servicer Not to Resign.
Subject
to the provisions of Section 5.02, the Master Servicer shall not resign from
the
obligations and duties hereby imposed on it except upon a determination that
the
performance of its obligations or duties hereunder are no longer permissible
under applicable law (any such determination permitting the resignation of
the
Master Servicer shall be evidenced by an Opinion of Counsel to such effect
delivered to the Indenture Trustee). No such resignation by the Master Servicer
shall become effective until such successor master servicer shall have assumed
the Master Servicer’s responsibilities and obligations hereunder or another
successor Master Servicer has been appointed in accordance with Section 6.02
and
has accepted such appointment. Any such resignation shall not relieve the Master
Servicer of responsibility for any of the obligations specified in Sections
6.01
and 6.02 as obligations that survive the resignation or termination of the
Master Servicer. The Master Servicer shall have no claim (whether by subrogation
or otherwise) or other action against any Noteholder for any amounts paid by
the
Master Servicer pursuant to any provision of this Master Servicing Agreement.
Any resignation of the Master Servicer shall result in the automatic resignation
of the Securities Administrator.
Section
5.05 Delegation
of Duties.
In
the
ordinary course of business, the Master 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 with
which the Master Servicer complies pursuant to Section 3.01. Such delegation
shall not relieve the Master Servicer of its liabilities and responsibilities
with respect to such duties and shall not constitute a resignation within the
meaning of Section 5.04.
Section
5.06 Indemnification.
The
Master Servicer agrees to indemnify the Indenture Trustee, the Securities
Administrator and Owner Trustee (each an “Indemnified Person”) for, and to hold
them harmless against, any loss, liability or expense (including reasonable
legal fees and disbursements of counsel) incurred on their part that may be
sustained in connection with, arising out of, or relating to, any claim or
legal
action (including any pending or threatened claim or legal action) relating
to
this Master Servicing Agreement (i) related to the Master Servicer’s failure to
perform its duties in material compliance with this Master Servicing Agreement
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Master Servicing Agreement) or (ii) incurred by reason of
the
Master Servicer’s willful misfeasance, bad faith or gross negligence in the
performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder, provided, in each case, that with respect
to
any such claim or legal action (or pending or threatened claim or legal action),
the Indemnified Person shall have given the Master Servicer and the Depositor
written notice thereof promptly after such Indemnified Person shall have with
respect to such claim or legal action knowledge thereof. The Master Servicer’s
failure to receive any such notice shall not affect an Indemnified Persons’
right to indemnification hereunder, except to the extent the Master Servicer
is
materially prejudiced by such failure to give notice. This indemnity shall
survive the resignation or removal of the Indenture Trustee, Owner Trustee,
the
Securities Administrator and the Master Servicer and the termination of this
Master Servicing Agreement.
Section
5.07 Patriot
Act.
In
order
to comply with its duties under the USA Patriot Act of 2001, the Indenture
Trustee shall obtain and verify certain information and documentation from
the
other parties to this Master Servicing Agreement including, but not limited
to,
each such party’s name, address and other identifying information.
ARTICLE
VI
DEFAULT
Section
6.01 Master
Servicing Default.
If
any
one of the following events (each, a “Master Servicing Default”) shall occur and
be continuing:
(i) The
Master Servicer fails to deposit in the Payment Account any amount required
to
be deposited by the Master Servicer pursuant to this Master Servicing Agreement
(other than a Monthly Advance), and such failure continues unremedied for a
period of three Business Days after the date upon which written notice of such
failure, requiring the same to be remedied, shall have been given to the Master
Servicer; or
(ii) The
Master Servicer fails to observe or perform in any material respect any other
material covenants and agreements set forth in this Master Servicing Agreement
to be performed by it, which covenants and agreements materially affect the
rights of Noteholders, 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
Indenture Trustee or to the Master Servicer and the Indenture Trustee by the
Holders of Notes aggregating at least 25% of the Note Principal Balance of
the
Notes; or
(iii) There
is
entered against the Master Servicer a decree or order by a court or agency
or
supervisory authority having jurisdiction in the premises for the appointment
of
a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the winding
up or liquidation of its affairs, and the continuance of any such decree or
order is unstayed and in effect for a period of 60 consecutive days, or an
involuntary case is commenced against the Master Servicer under any applicable
insolvency or reorganization statute and the petition is not dismissed within
60
days after the commencement of the case; or
(iv) The
Master Servicer consents to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to the Master Servicer or
substantially all of its property; or the Master Servicer admits in writing
its
inability to pay its debts generally as they become due, files a petition to
take advantage of any applicable insolvency or reorganization statute, makes
an
assignment for the benefit of its creditors, or voluntarily suspends payment
of
its obligations;
(v) The
Master Servicer assigns or delegates its duties or rights under this Master
Servicing Agreement in contravention of the provisions permitting such
assignment or delegation under Section 5.04; or
(vi) The
Master Servicer fails to deposit in the Payment Account any Monthly Advance
(other than a Nonrecoverable Advance) required to be made by it, and such
failure continues unremedied for a period of one Business Day after the date
upon which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer.
then,
and
in every such case, so long as a Master Servicing Default shall not have been
remedied by the Master Servicer, either the Indenture Trustee or the holders
of
at least 51% of the aggregate Note Principal Balance of each Class of Notes
may,
or may direct the Indenture Trustee to, by written notice then given to the
Master Servicer, terminate all of the rights and obligations of the Master
Servicer as master servicer under this Master Servicing Agreement other than
its
right to receive master servicing compensation and expenses for master servicing
the Mortgage Loans hereunder during any period prior to the date of such
termination and the Indenture Trustee, subject to written notice to the Issuing
Entity may exercise any and all other remedies available at law or equity.
Any
such notice to the Master Servicer shall also be given to each Rating Agency,
the Company and the Issuing Entity. On or after the receipt by the Master
Servicer of such written notice, all authority and power of the Master Servicer
under this Master Servicing Agreement, whether with respect to the Notes or
the
Mortgage Loans or otherwise, shall pass to and be vested in the Indenture
Trustee, as successor Master Servicer, pursuant to and under this Section 6.01;
and, without limitation, the Indenture Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the Master Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments,
and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination. Notwithstanding the foregoing,
the
parties hereto and the Securityholders by their acceptance of any Security,
acknowledge and agree that there will be a period of transition before the
actual master servicing functions can be fully transferred to the Indenture
Trustee, as successor Master Servicer, or to a successor Master Servicer
appointed by the Indenture Trustee pursuant to the provisions hereof, provided,
that the Indenture Trustee shall use its reasonable best efforts to succeed
to
the actual master servicing functions or find a successor Master Servicer as
soon as possible but no later than 90 days after such termination; provided,
that the Indenture Trustee shall continue to have the right to appoint a
successor Master Servicer after such 90-day period in accordance with Section
6.02. The Master Servicer agrees to cooperate with the Indenture Trustee in
effecting the termination of the responsibilities and rights of the Master
Servicer hereunder, including, without limitation, the transfer to the Indenture
Trustee or other successor Master Servicer for administration by it of (i)
originals or copies of all documents of the Master Servicer reasonably requested
by the Indenture Trustee to enable it to assume the Master Servicer’s duties
thereunder and under the Servicing Agreement; (ii) the rights and obligations
of
the Master Servicer under the Servicing Agreement with respect to the Mortgage
Loans; (iii) all cash amounts which shall at the time be deposited by the Master
Servicer or required to have been deposited by it to the Payment Account
pursuant to this Master Servicing Agreement or thereafter be received with
respect to the Mortgage Loans; and (iv) all 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 Indenture Trustee
or any successor Master Servicer to correct any errors or insufficiencies in
the
servicing data or otherwise to enable the Indenture Trustee or other successor
Master Servicer to master service the Mortgage Loans properly and effectively.
All reasonable costs and expenses (including, but not limited to, attorneys’
fees and disbursements) incurred by the Indenture Trustee or a successor Master
Servicer in connection with its succession as Master Servicer, including
amending this Master Servicing Agreement to reflect such succession as Master
Servicer pursuant to this Section 6.01 shall be paid by the predecessor Master
Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the
terminated Master Servicer) upon presentation of reasonable documentation of
such costs and expenses, and if not so paid by the predecessor Master Servicer,
shall be reimbursed by the Issuing Entity pursuant to Section 6.07 of the
Indenture.
Notwithstanding
any termination of the activities of the Master Servicer hereunder, the Master
Servicer shall be entitled to receive, out of any late collection of a payment
on a Mortgage Loan which was due prior to the notice terminating the Master
Servicer’s rights and obligations hereunder and received after such notice, that
portion to which the Master Servicer would have been entitled pursuant to
Sections 3.07 and 3.15, and any other amounts payable to the Master Servicer
hereunder the entitlement to which arose prior to the termination of its
activities hereunder.
The
Master Servicer shall immediately notify the Indenture Trustee and the Owner
Trustee in writing of any Master Servicing Default hereunder.
Section
6.02 Indenture
Trustee to Act; Appointment of Successor.
(a) Within
90
days of the time the Master Servicer sends a notice pursuant to Section 5.04,
the Indenture Trustee on behalf of the Noteholders, or other successor appointed
in accordance with this Section 6.02, shall become the successor in all respects
to the Master Servicer in its capacity as Master Servicer under this Master
Servicing 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 Master Servicer by the terms and provisions hereof,
including but not limited to the provisions of Article V. Nothing in this Master
Servicing Agreement shall be construed to permit or require the Indenture
Trustee or any other successor Master Servicer to (i) be responsible or
accountable for any act or omission of the predecessor Master Servicer, (ii)
fund any losses on any Eligible Investment directed by any other Master
Servicer, or (iii) be responsible for the representations and warranties of
the
Master Servicer, except as provided herein; provided,
however,
that
the Indenture Trustee, as successor Master Servicer, shall be required to make
any Monthly Advances to the extent that the Master Servicer failed to make
such
Monthly Advances, to the extent such Monthly Advance is not determined by the
Indenture Trustee to be a Nonrecoverable Advance. As compensation therefor,
the
Indenture Trustee shall be entitled to such compensation as the Master Servicer
would have been entitled to hereunder if no such notice of termination had
been
given. Notwithstanding the above, (i) if the Indenture Trustee is unwilling
to
act as successor Master Servicer, or (ii) if the Indenture Trustee is legally
unable so to act, the Indenture Trustee on behalf of the Noteholders may (in
the
situation described in clause (i)) or shall (in the situation described in
clause (ii)) appoint or petition a court of competent jurisdiction to appoint
any established housing and home finance institution, bank or other mortgage
loan servicer 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 appointment of any such successor Master Servicer will not
result in the qualification, reduction or withdrawal of the ratings assigned
to
the Notes by the Rating Agencies (as evidenced by a letter to such effect
delivered by the Rating Agencies). Pending appointment of a successor to the
Master Servicer hereunder, unless the Indenture Trustee is prohibited by law
from so acting or is unwilling to act as such, the Indenture 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
Master Servicer would otherwise have received pursuant to Section 3.15 (or
such
lesser compensation as the Indenture Trustee and such successor shall agree).
The appointment of a successor Master Servicer shall not affect any liability
of
the predecessor Master Servicer which may have arisen under this Master
Servicing Agreement prior to its termination as Master Servicer (including,
without limitation, the obligation to indemnify the Indenture Trustee pursuant
to Section 5.06), nor shall any successor Master Servicer be liable for any
acts
or omissions of the predecessor Master Servicer or for any breach by such Master
Servicer of any of its representations or warranties contained herein or in
any
related document or agreement. The Indenture Trustee and such successor shall
take such action, consistent with this Master Servicing Agreement, as shall
be
necessary to effectuate any such succession.
(b) Any
successor, including the Indenture Trustee on behalf of the Noteholders, to
the
Master Servicer as master
servicer
shall during the term of its service as master servicer shall (i) continue
to
master service and administer the Mortgage Loans for the benefit of the
Securityholders, and (ii) maintain in force a policy or policies of insurance
covering errors and omissions in the performance of its obligations as Master
Servicer hereunder and a fidelity bond in respect of its officers, employees
and
agents to the same extent as the Master Servicer is so required pursuant to
Section 3.03.
(c) Any
successor Master Servicer, including the Indenture Trustee on behalf of the
Noteholders, shall not be deemed to be in default or to have breached its duties
hereunder if the predecessor Master Servicer shall fail to deliver any required
deposit to the Payment Account or otherwise cooperate with any required
servicing transfer or succession hereunder.
(d) Notwithstanding
anything else herein to the contrary, in no event shall the Indenture Trustee
be
liable for any master servicing fee or any differential in the amount of the
master servicing fee paid hereunder and the amount necessary to induce any
successor Master Servicer to act as a successor Master Servicer under this
Master Servicing Agreement and the transactions set forth or provided for
herein.
Section
6.03 Notification
to Noteholders.
Upon
any
termination or appointment of a successor to the Master Servicer pursuant to
this Article VI or Section 5.04, the Indenture Trustee shall give prompt written
notice thereof to the Noteholders, the Owner Trustee, the Company, the Issuing
Entity and the Rating Agencies.
Section
6.04 Waiver
of Defaults.
The
Indenture Trustee shall transmit by mail to all Noteholders, within 10 days
after the occurrence of any Master Servicing Default known to the Indenture
Trustee, unless such Master Servicing Default shall have been cured, notice
of
each such Master Servicing Default hereunder of which a Responsible Officer
of
the Indenture Trustee has actual knowledge. The holders of at least 51% of
the
aggregate Note Principal Balance of each Class of the Notes may waive any
default by the Master Servicer in the performance of its obligations hereunder
and the consequences thereof, except a default in the making of or the causing
to be made any required distribution on the Notes. Upon any such waiver of
a
past default, such default shall be deemed to cease to exist, and any Master
Servicing Default arising therefrom shall be deemed to have been timely remedied
for every purpose of this Master Servicing Agreement. No such waiver shall
extend to any subsequent or other default or impair any right consequent thereon
except to the extent expressly so waived. The Master Servicer shall give notice
of any such waiver to the Rating Agencies.
ARTICLE
VII
MISCELLANEOUS
PROVISIONS
Section
7.01 Amendment.
This
Master Servicing Agreement may be amended from time to time by the parties
hereto, provided that any amendment does not materially adversely affect the
Securityholders as evidenced by a letter from the Rating Agencies that the
amendment will not result in the downgrading, qualification or withdrawal of
the
rating then assigned to the Notes or an Opinion of Counsel (unless the Holders
of Notes representing not less than 51% of the aggregate Note Principal Balance
consents to such amendment).
Section
7.02 GOVERNING
LAW.
THIS
MASTER SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN THE PROVISIONS OF SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAWS), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section
7.03 Notices.
All
demands, notices and communications hereunder shall be in writing and shall
be
deemed to have been duly given if when delivered to:
(a) in
the
case of the Master Servicer or Securities Administrator:
Xxxxx
Fargo Bank, N.A.
X.X.
Xxx
00
Xxxxxxxx
, Xxxxxxxx 00000
(or,
in
the case of overnight deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx
21045) (Attention: Corporate Trust Services - AHMIT 2006-3), facsimile no.:
(000) 000-0000, or such other address as may hereafter be furnished to the
other
parties hereto in writing;)
(b) in
the
case of Rating Agencies:
Standard
& Poor’s, a division of The XxXxxx-Xxxx Companies, Inc.
00
Xxxxx
Xxxxxx - 41st
Floor
Attention:
Asset Backed Surveillance Group
Xxxxx’x
Investors Service, Inc.
00
Xxxxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
(c) in
the
case of the Owner Trustee, the Corporate Trust Office: Wilmington Trust
Company
Wilmington
Trust Company
Xxxxxx
Square North
0000
Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx,
Xxxxxxxx 00000
Attention:
Corporate Trust Administration
(d) in
the
case of the Issuing Entity, to American Home Mortgage Investment Trust 2006-3:
c/o American Home Mortgage Securities LLC
000
Xxxxxxxxxxx Xxxx
Xxxxxxxx,
Xxx Xxxx 00000
Attention:
General Counsel
(e) in
the
case of the Indenture Trustee: its Corporate Trust Office
or,
as to
each party, at such other address as shall be designated by such party in a
written notice to each other party. Any notice required or permitted to be
mailed to a Noteholder shall be given by first class mail, postage prepaid,
at
the address of such Noteholder as shown in the Note Register. Any notice so
mailed within the time prescribed in this Master Servicing Agreement shall
be
conclusively presumed to have been duly given, whether or not the Noteholder
receives such notice. Any notice or other document required to be delivered
or
mailed by the Indenture Trustee to the Rating Agencies shall be given on a
reasonable efforts basis and only as a matter of courtesy and accommodation
and
the Indenture Trustee shall have no liability for failure to deliver such notice
or document to the Rating Agencies.
Section
7.04 Severability
of Provisions.
If
any
one or more of the covenants, agreements, provisions or terms of this Master
Servicing Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Master Servicing
Agreement and shall in no way affect the validity or enforceability of the
other
provisions of this Master Servicing Agreement or of the Notes or the rights
of
the Noteholders thereof.
Section
7.05 Third-Party
Beneficiaries.
This
Master Servicing Agreement will inure to the benefit of and be binding upon
the
parties hereto, the Noteholders, the Issuing Entity, the Owner Trustee, the
Depositor and any of its officers and directors, the Indenture Trustee and
their
respective successors and permitted assigns. Except as otherwise provided in
this Master Servicing Agreement, no other Person will have any right or
obligation hereunder. The Indenture Trustee shall have the right (but not the
obligation) to exercise all rights of the Issuing Entity under this Master
Servicing Agreement. The Depositor and its officers and directors (in their
corporate or individual capacity) shall have the right to bring an action
against any party hereto as it relates to a failure of such party to comply
with
its obligations under Section 4.06 of this Master Servicing
Agreement.
Section
7.06 Counterparts.
This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
Section
7.07 Effect
of Headings and Table of Contents.
The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.
Section
7.08 Termination.
The
respective obligations and responsibilities of the Master Servicer and the
Issuing Entity created hereby shall terminate upon the satisfaction and
discharge of the Indenture pursuant to Section 4.10 thereof.
Section
7.09 No
Petition.
The
Master Servicer, solely in its capacities as Master Servicer and Securities
Administrator and not in its individual or corporate capacity, by entering
into
this Master Servicing Agreement, hereby covenants and agrees that it will not
at
any time institute against the Issuing Entity, or join in any institution
against the Issuing Entity, any bankruptcy proceedings under any United States
federal or state bankruptcy or similar law in connection with any obligations
of
the Issuing Entity. This section shall survive the satisfaction and discharge
of
the Indenture by one year.
Section
7.10 No
Recourse.
The
Master Servicer acknowledges that no recourse may be had against the Issuing
Entity, except as may be expressly set forth in this Master Servicing
Agreement.
Section
7.11 Consent
to Jurisdiction.
The
parties to this Master Servicing Agreement each hereby irrevocably submits
to
the nonexclusive jurisdiction of any New York State or federal court sitting
in
the Borough of Manhattan in The City of New York in any action or proceeding
arising out of or relating to this Master Servicing Agreement or the
transactions contemplated hereby, and all such parties hereby irrevocably agree
that all claims in respect of such action or proceeding may be heard and
determined in such New York State or federal court and hereby irrevocably waive,
to the fullest extent that they may legally do so, the defense of an
inconvenient forum to the maintenance of such action or proceeding. EACH OF
THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS MASTER SERVICING AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
IN
WITNESS WHEREOF, the Master Servicer, the Issuing Entity and the Indenture
Trustee have caused this Master Servicing Agreement to be duly executed by
their
respective officers or representatives all as of the day and year first above
written.
|
XXXXX
FARGO BANK, N.A., as Master Servicer and as Securities
Administrator
|
||
| |
|
|
| By: | /s/ Xxxxxx Xxxx | |
| Name: | Xxxxxx Xxxx | |
| Title: | Vice President | |
|
AMERICAN
HOME MORTGAGE INVESTMENT TRUST 2006-3, as Issuing
Entity
|
||
|
WILMINGTON
TRUST COMPANY, not in its individual capacity, but solely as
Owner
Trustee
|
||
| |
|
|
| By: | /s/ Xxxxxxxx X. Xxxxx | |
| Name: | Xxxxxxxx X. Xxxxx | |
| Title: | Vice President | |
|
|
AMERICAN
HOME MORTGAGE ACCEPTANCE, INC. as Sponsor
|
|
| |
|
|
| By: | /s/ Xxxx X. Xxxx | |
| Name: | Xxxx X. Xxxx | |
| Title: | Executive Vice President, General Counsel & Secretary | |
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity but
solely as
Indenture Trustee
|
||
| |
|
|
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: | Xxxxxxx Xxxxx | |
| Title: | Vice President | |
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Vice President |
EXHIBIT
A
MORTGAGE
LOAN SCHEDULE
(FILED
MANUALLY)
EXHIBIT
B
FORM
OF
REQUEST FOR RELEASE
DATE:
TO:
RE:REQUEST
FOR RELEASE OF DOCUMENTS
In
connection with your administration of the Mortgage Loans, we request the
release of the Mortgage File described below.
Master
Servicing Agreement (“Master Servicing Agreement”) Dated:
Series
#:
Account
#:
Pool
#:
Loan
#:
Borrower
Name(s):
Reason
for Document Request: (circle one)Mortgage Loan Prepaid in Full
Other
Mortgage
Loan Repurchased
Please
deliver the Mortgage File to
AWe
hereby
certify that all amounts received or to be received in connection with such
payments which are required to be deposited have been deposited in the Payment
Account as provided in the Master Servicing Agreement.”
[Name
of
Master Servicer]
Authorized
Signature
******************************************************************************
TO
INDENTURE TRUSTEE: Please acknowledge this request (if we so request), and
check
off documents being enclosed with a copy of this form. You should retain this
form for your files in accordance with the terms of the Master Servicing
Agreement.
Enclosed
Documents: [ ]Promissory Note
[
]
Primary Insurance Policy
[
]Mortgage or Deed of Trust
[
]Assignment(s) of Mortgage or Deed of Trust
[
]Title Insurance Policy
_______________________[
]Other:
Name
_______________________
Title
_______________________
Date
EXHIBIT
C
FORM
10-D, FORM 8-K AND FORM 10-K
REPORTING
RESPONSIBILITY
As
to
each item described below, the entity indicated as the Responsible Party shall
be primarily responsible for reporting the information to the party identified
as responsible for preparing the Securities Exchange Act Reports pursuant to
Section 4.06.
Under
Item 1 of Form 10-D: a) items marked “7.05 statement” are required to be
included in the periodic Payment Date Statement under Section 7.05 of the
Indenture, provided by the Securities Administrator based on information
received from the Master Servicer; and b) items marked “Form 10-D report” are
required to be in the Form 10-D report but not the 7.05 statement, provided
by
the party indicated. Information under all other Items of Form 10-D is to be
included in the Form 10-D report.
|
Form
|
Item
|
Description
|
Servicer
|
Master
Servicer
|
Securities
Administrator
|
Indenture
Trustee
|
Depositor
|
Sponsor
|
|
|
10-D
|
Must
be filed within 15 days of the distribution date for the asset-backed
securities.
|
|
|
|
|||||
|
1
|
Distribution
and Pool Performance Information
|
|
|
|
|
|
|
||
|
Item
1121(a) - Distribution and Pool Performance
Information
|
|
|
|
|
|
|
|||
|
(1)
Any applicable record dates, accrual dates, determination dates for
calculating distributions and actual distribution dates for the
distribution period.
|
|
|
X
(7.05
Statement)
|
|
|
|
|||
|
(2)
Cash flows received and the sources thereof for distributions, fees
and
expenses.
|
|
|
X
(7.05
Statement)
|
|
|
|
|||
|
(3)
Calculated amounts and distribution of the flow of funds for the
period
itemized by type and priority of payment, including:
|
|
|
X
(7.05
Statement)
|
|
|
|
|||
|
(i)
Fees or expenses accrued and paid, with an identification of the
general
purpose of such fees and the party receiving such fees or
expenses.
|
|
|
X
(7.05
Statement)
|
|
|
|
|||
|
(ii)
Payments accrued or paid with respect to enhancement or other support
identified in Item 1114 of Regulation AB (such as insurance premiums
or
other enhancement maintenance fees), with an identification of the
general
purpose of such payments and the party receiving such
payments.
|
|
|
X
(7.05
Statement)
|
|
|
|
|||
|
(iii)
Principal, interest and other distributions accrued and paid on the
asset-backed securities by type and by class or series and any principal
or interest shortfalls or carryovers.
|
|
|
X
(7.05
Statement)
|
|
|
|
|||
|
(iv)
The amount of excess cash flow or excess spread and the disposition
of
excess cash flow.
|
|
|
X
(7.05
Statement)
|
|
|
|
|||
|
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
|
|
X
(7.05
Statement)
|
|
|
|
|||
|
(5)
Interest rates applicable to the pool assets and the asset-backed
securities, as applicable. Consider providing interest rate information
for pool assets in appropriate distributional groups or incremental
ranges.
|
|
|
X
(7.05
Statement)
|
|
|
|
|||
|
(6)
Beginning and ending balances of transaction accounts, such as reserve
accounts, and material account activity during the period.
|
|
|
X
(7.05
Statement)
|
|
|
|
|||
|
(7)
Any amounts drawn on any credit enhancement or other support identified
in
Item 1114 of Regulation AB, as applicable, and the amount of coverage
remaining under any such enhancement, if known and
applicable.
|
|
|
X
(7.05
Statement)
|
|
|
|
|||
|
(8)
Number and amount of pool assets at the beginning and ending of each
period, and updated pool composition information, such as weighted
average
coupon, weighted average remaining term, pool factors and prepayment
amounts.
|
|
|
X
(7.05
Statement)
|
|
|
|
|||
|
(9)
Delinquency and loss information for the period.
|
X
|
X
|
X
(7.05
Statement)
|
|
|
|
|||
|
In
addition, describe any material changes to the information specified
in
Item 1100(b)(5) of Regulation AB regarding the pool assets.
(methodology)
|
X
|
X
|
|
|
|
|
|||
|
(10)
Information on the amount, terms and general purpose of any advances
made
or reimbursed during the period, including the general use of funds
advanced and the general source of funds for
reimbursements.
|
X
|
X
|
X
(7.05
Statement)
|
|
|
|
|||
|
(11)
Any material modifications, extensions or waivers to pool asset terms,
fees, penalties or payments during the distribution period or that
have
cumulatively become material over time.
|
X
|
X
|
X
(7.05
Statement)
|
|
|
|
|||
|
(12)
Material breaches of pool asset representations or warranties or
transaction covenants.
|
X
|
X
|
|
|
X
|
|
|||
|
(13)
Information on ratio, coverage or other tests used for determining
any
early amortization, liquidation or other performance trigger and
whether
the trigger was met.
|
|
|
X
(7.05
Statement)
|
|
|
|
|||
|
(14)
Information regarding any new issuance of asset-backed securities
backed
by the same asset pool,
|
|
|
|
|
X
|
|
|||
|
any
pool asset changes (other than in connection with a pool asset converting
into cash in accordance with its terms), such as additions or removals
in
connection with a prefunding or revolving period and pool asset
substitutions and repurchases (and purchase rates, if applicable),
and
cash flows available for future purchases, such as the balances of
any
prefunding or revolving accounts, if applicable.
|
X
|
X
|
X
|
|
X
|
|
|||
|
Disclose
any material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or pool selection criteria or procedures,
as
applicable, used to originate, acquire or select the new pool
assets.
|
|
|
|
|
X
|
X
|
|||
|
Item
1121(b) - Pre-Funding or Revolving Period Information
Updated
pool information as required under Item 1121(b).
|
|
|
|
|
X
|
|
|||
|
2
|
Legal
Proceedings
|
|
|
|
|
|
|
||
|
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Noteholders, including
proceedings known to be contemplated by governmental
authorities:
|
|
|
|
|
|
|
|||
|
Sponsor
(Seller)
|
|
|
|
|
|
X
|
|||
|
Depositor
|
|
|
|
|
X
|
|
|||
|
Trustee
|
|
|
|
X
|
|
|
|||
|
Issuing
entity
|
|
|
|
|
X
|
|
|||
|
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or more
of
pool assets at time of report, other material servicers
|
X
|
X
|
|
|
|
|
|||
|
Securities
Administrator
|
|
|
X
|
|
|
|
|||
|
Originator
of 20% or more of pool assets as of the Cut-off Date
|
|
|
|
|
X
|
|
|||
|
Custodian
|
|
|
|
|
|
|
|||
|
3
|
Sales
of Securities and Use of Proceeds
|
|
|
|
|
|
|
||
|
Information
from Item 2(a) of Part II of Form 10-Q:
With
respect to any sale of securities by the sponsor, depositor or issuing
entity, that are backed by the same asset pool or are otherwise issued
by
the issuing entity, whether or not registered, provide the sales
and use
of proceeds information in Item 701 of Regulation S-K. Pricing information
can be omitted if securities were not registered.
|
|
|
|
|
X
|
|
|||
|
4
|
Defaults
Upon Senior Securities
|
|
|
|
|
|
|
||
|
Information
from Item 3 of Part II of Form 10-Q:
Report
the occurrence of any Event of Default (after expiration of any grace
period and provision of any required notice)
|
|
|
X
|
X
(solely
to the extent of its actual knowledge)
|
|
|
|||
|
5
|
Submission
of Matters to a Vote of Security Holders
|
|
|
|
|
|
|
||
|
Information
from Item 4 of Part II of Form 10-Q
|
|
|
X
|
X (only
if matter for vote is being initiated by it)
|
|
|
|||
|
6
|
Significant
Obligors of Pool Assets
|
|
|
|
|
|
|
||
|
Item
1112(b) - Significant
Obligor Financial Information*
|
|
|
|
|
X
|
X
|
|||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Item.
|
|
|
|
|
|
|
|||
|
7
|
Significant
Enhancement Provider Information
|
|
|
|
|
|
|
||
|
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information*
|
|
|
|
|
|
|
|||
|
Determining
applicable disclosure threshold
|
|
|
X
|
|
|
|
|||
|
Requesting
required financial information or effecting incorporation by
reference
|
|
|
X
|
|
|
|
|||
|
Item
1115(b) - Derivative Counterparty Financial
Information*
|
|
|
|
|
|
|
|||
|
Determining
current maximum probable exposure
|
|
|
|
|
X
|
|
|||
|
Determining
current significance percentage
|
|
|
X
|
|
|
|
|||
|
Requesting
required financial information or effecting incorporation by
reference
|
|
|
X
|
|
|
|
|||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Items.
|
|
|
|
|
|
|
|||
|
8
|
Other
Information
|
|
|
|
|
|
|
||
|
Disclose
any information required to be reported on Form 8-K during the period
covered by the Form 10-D but not reported
|
|||||||||
|
9
|
Exhibits
|
|
|
|
|
|
|
||
|
Distribution
report
|
|
|
X
|
|
|
|
|||
|
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
|
|
|
|
X
|
|
|||
|
8-K
|
Must
be filed within four business days of an event reportable on Form
8-K.
|
|
|
|
|||||
|
1.01
|
Entry
into a Material Definitive Agreement
|
|
|
|
|
|
|
||
|
Disclosure
is required regarding entry into or amendment of any definitive agreement
that is material to the securitization, even if depositor is not
a party.
Examples:
servicing agreement, custodial agreement.
Note:
disclosure not required as to definitive agreements that are fully
disclosed in the prospectus
|
X
|
X
(if
Servicer is not a party)
|
X
(if Servicer is not a party)
|
|
X
(if Master is not a party)
|
X
(if Servicer is not a party)
|
|||
|
1.02
|
Termination
of a Material Definitive Agreement
|
X
|
X
(if
Servicer is not a party)
|
X
(if Servicer is not a party)
|
|
X
(if Master is not a party)
|
X
(if Servicer is not a party)
|
||
|
Disclosure
is required regarding termination of any definitive agreement that
is
material to the securitization (other than expiration in accordance
with
its terms), even if depositor is not a party.
Examples:
servicing agreement, custodial agreement.
|
|
|
|
|
|
|
|||
|
1.03
|
Bankruptcy
or Receivership
|
|
|
|
|
|
|
||
|
Disclosure
is required regarding the bankruptcy or receivership, if known to
the
Master Servicer, with respect to any of the following:
Sponsor
(Seller), Depositor, Master Servicer, affiliated Servicer, other
Servicer
servicing 20% or more of pool assets at time of report, other material
servicers, Certificate Administrator, Trustee, significant obligor,
derivatives counterparty, Custodian
|
X
|
X
|
X
|
X
(solely
as to itself)
|
X
|
X
|
|||
|
2.04
|
Triggering
Events that Accelerate or Increase a Direct Financial Obligation
or an
Obligation under an Off-Balance Sheet Arrangement
|
|
|
|
|
|
|
||
|
Includes
an early amortization, performance trigger or other event, including
event
of default, that would materially alter the payment priority/distribution
of cash flows/amortization schedule.
Disclosure
will be made of events other than waterfall triggers which are disclosed
in the 7.05 Statement
|
|
X
|
X
|
|
|
|
|||
|
3.03
|
Material
Modification to Rights of Security Holders
|
|
|
|
|
|
|
||
|
Disclosure
is required of any material modification to documents defining the
rights
of Noteholders, including the Servicing Agreement, Master Servicing
Agreement, Indenture
|
X
|
X
|
X
|
X (solely
to the extent of its actual knowledge and Master Servicer is not
a
party)
|
X
|
|
|||
|
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
|
|
|
|
|
|
||
|
Disclosure
is required of any amendment “to the governing documents of the issuing
entity”
|
|
|
|
X
(solely
to the extent of its actual knowledge)
|
X
|
|
|||
|
5.06
|
Change
in Shell Company Status
|
|
|
|
|
|
|
||
|
[Not
applicable to ABS issuers]
|
|
|
|
|
X
|
|
|||
|
6.01
|
ABS
Informational and Computational Material
|
|
|
|
|
|
|
||
|
[Not
included in reports to be filed under Section 3.18]
|
|
|
|
|
X
|
|
|||
|
6.02
|
Change
of Servicer, or Trustee
|
|
|
|
|
|
|
||
|
Requires
disclosure of any removal, replacement, substitution or addition
of any
master servicer, affiliated servicer, other servicer servicing 10%
or more
of pool assets at time of report, other material servicers, certificate
administrator or trustee.
|
X
|
X
|
X
|
X
(successor
of trustee)
|
X
|
|
|||
|
|
Reg
AB disclosure about any new servicer (from entity appointing new
servicer)
or trustee (from Depositor) is also required.
|
|
|
|
|
X
|
|
||
|
6.03
|
Change
in Credit Enhancement or Other External Support
|
|
|
|
|
|
|
||
|
Covers
termination of any enhancement in manner other than by its terms,
the
addition of an enhancement, or a material change in the enhancement
provided. Applies to external credit enhancements as well as derivatives.
|
|
|
X
|
|
X
|
|
|||
|
|
Reg
AB disclosure about any new enhancement provider is also
required.
|
|
|
|
|
X
|
|
||
|
6.04
|
Failure
to Make a Required Distribution
|
|
|
X
|
|
|
|
||
|
6.05
|
Securities
Act Updating Disclosure
|
|
|
|
|
|
|
||
|
If
any material pool characteristic differs by 5% or more at the time
of
issuance of the securities from the description in the final prospectus,
provide updated Reg AB disclosure about the actual asset
pool.
|
|
|
|
|
X
|
|
|||
|
If
there are any new servicers or originators required to be disclosed
under
Regulation AB as a result of the foregoing, provide the information
called
for in Items 1108 and 1110 respectively.
|
|
|
|
|
X
|
|
|||
|
7.01
|
Regulation
FD Disclosure
|
X
|
X
|
X
|
|
X
|
X
|
||
|
8.01
|
Other
Events
|
|
|
|
|
|
|
||
|
Any
event, with respect to which information is not otherwise called
for in
Form 8-K, that the registrant deems of importance to security
holders.
|
|
|
|
|
X
|
|
|||
|
9.01
|
Financial
Statements and Exhibits
|
||||||||
|
10-K
|
Must
be filed within 90 days of the fiscal year end for the
registrant.
|
|
|
|
|||||
|
9B
|
Other
Information
|
|
|
|
|
|
|
||
|
|
|
Disclose
any information required to be reported on Form 8-K during the fourth
quarter covered by the Form 10-K but not reported
|
|||||||
|
|
15
|
Exhibits
and Financial Statement Schedules
|
|
|
|
|
|
|
|
|
Item
1112(b) - Significant
Obligor Financial Information
|
|
|
|
|
X
|
X
|
|||
|
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information
|
|
|
|
|
|
|
|||
|
Determining
applicable disclosure threshold
|
|
|
X
|
|
|
|
|||
|
Requesting
required financial information or effecting incorporation by
reference
|
|
|
X
|
|
|
|
|||
|
Item
1115(b) - Derivative Counterparty Financial
Information
|
|
|
|
|
|
|
|||
|
Determining
current maximum probable exposure
|
|
|
|
|
X
|
|
|||
|
|
|
Determining
current significance percentage
|
|
|
X
|
|
|
|
|
|
Requesting
required financial information or effecting incorporation by
reference
|
|
|
X
|
|
|
|
|||
|
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Noteholders, including
proceedings known to be contemplated by governmental
authorities:
|
|
|
|
|
|
|
|||
|
Sponsor
(Seller)
|
|
|
|
|
|
X
|
|||
|
Depositor
|
|
|
|
|
X
|
|
|||
|
Trustee
|
|
|
|
X
|
|
|
|||
|
Issuing
entity
|
|
|
|
|
X
|
|
|||
|
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or more
of
pool assets at time of report, other material servicers
|
X
|
X
|
|
|
|
|
|||
|
Securities
Administrator
|
|
|
X
|
|
|
|
|||
|
Originator
of 20% or more of pool assets as of the Cut-off Date
|
|
|
|
|
X
|
X
|
|||
|
Custodian
|
|
|
|
|
|
|
|||
|
Item
1119 - Affiliations and relationships between the following entities,
or
their respective affiliates, that are material to
Noteholders:
|
|
|
|
|
|
|
|||
|
Sponsor
(Seller)
|
|
|
|
|
|
X
|
|||
|
Depositor
|
|
|
|
|
X
|
|
|||
|
Trustee
|
|
|
|
X
(as
to 1119(a) only)
|
|
|
|||
|
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or more
of
pool assets at time of report, other material servicers
|
X
|
X
|
|
|
|
|
|||
|
Securities
Administrator
|
|
|
X
|
|
|
|
|||
|
Originator
|
|
|
|
|
X
|
X
|
|||
|
Custodian
|
|
|
|
|
|
|
|||
|
Significant
Obligor
|
|
|
|
|
X
|
X
|
|||
|
Item
1122 - Assessment of Compliance with Servicing
Criteria
|
X
|
X
|
X
|
|
|
|
|||
|
Item
1123 - Servicer Compliance Statement
|
X
|
X
|
|
|
|
|
|||
EXHIBIT
D
FORM
OF
CERTIFICATION TO BE
PROVIDED
BY THE MASTER SERVICER/SECURITIES ADMINISTRATOR TO DEPOSITOR
The
Master Servicer/Securities Administrator hereby certifies to the Depositor
and
its officers, directors and affiliates, and with the knowledge and intent that
they will rely upon this certification, that:
1. I
have
reviewed the annual report on Form 10-K for the fiscal year [____] (the
“Annual
Report”),
and
all reports on Form 10-D required to be filed in respect of the period covered
by the Annual Report (collectively with the Annual Report, the “Reports”),
of
the Trust;
2. Based
on
my knowledge, the Reports, taken as a whole, do not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were
made, not misleading with respect to the period covered by the Annual
Report;
3. Based
on
my knowledge, the distribution information required to be provided by the Master
Servicer/Securities Administrator under the Master Servicing Agreement for
inclusion in the Reports is included in the Reports;
4. I
am
responsible for reviewing the activities performed by the Master
Servicer/Securities Administrator under the Master Servicing Agreement, and
based on my knowledge and the compliance review conducted in preparing the
compliance statement of the Master Servicer/Securities Administrator required
in
the Annual Report under Item 1123 of Regulation AB, and except as disclosed
in
the Reports, the Master Servicer/Securities Administrator has fulfilled its
obligations under the Master Servicing Agreement in all material respects;
and
5. The
report on assessment of compliance with servicing criteria for asset-backed
securities of the Master Servicer/Securities Administrator and its related
attestation report on assessment of compliance with servicing criteria required
to be included in the Annual Report in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18 has been included as an exhibit
to
the Annual Report. Any material instances of non-compliance are described in
such report and have been disclosed in the Annual Report.
Date:
_________________________
EXHIBIT
E
SERVICING
CRITERIA TO BE ADDRESSED
IN
ASSESSMENT OF COMPLIANCE
Key:
X
-
obligation
Where
there are multiple checks for criteria the attesting party will identify in
their management assertion that they are attesting only to the portion of the
distribution chain they are responsible for in the related transaction
agreements.
|
Reg
AB Reference
|
Servicing
Criteria
|
Servicer
|
Master
Servicer
|
Securities
Administrator
|
Indenture
Trustee
|
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
X
|
X
|
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
X
|
|
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the Pool Assets are maintained.
|
|
|
|
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
|
X
|
X
|
|
|
|
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
X
|
X
|
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
X
|
X
|
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
X
|
|
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of over collateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
X
|
X
|
|
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
|
X
|
X
|
X
|
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
X
|
X
|
|
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
X
|
X
|
|
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of Pool Assets serviced by the
Servicer.
|
X
|
X
|
X
|
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
X
|
X
|
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
X
|
X
|
|
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
X
|
X
|
|
|
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related pool asset documents.
|
X
|
|
|
X
|
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements.
|
X
|
|
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements in
the
transaction agreements.
|
X
|
|
X
|
|
|
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with the
related
pool asset documents are posted to the Servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance with
the
related pool asset documents.
|
X
|
|
|
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the pool assets agree with the Servicer’s
records with respect to an obligor’s unpaid principal balance.
|
X
|
|
|
|
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's pool assets (e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
|
|
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
|
|
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a
pool
asset is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or unemployment).
|
X
|
|
|
|
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
|
X
|
|
|
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or credited,
to obligors in accordance with applicable pool asset documents and
state
laws; and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related pool assets, or such other
number of
days specified in the transaction agreements.
|
X
|
|
|
|
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
|
|
|
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
|
|
|
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
|
|
|
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
X
|
X
|
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth
in
the transaction agreements.
|
X
|
|
X
|
|
EXHIBIT
F
FORM
OF
ADDITIONAL DISCLOSURE NOTIFICATION
**SEND
VIA FAX TO [XXX-XXX-XXXX] AND VIA EMAIL TO [_______________] AND VIA OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW
Xxxxx
Fargo Bank, N.A. as [Securities Administrator]
9000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Fax:
(000) 000-0000
E-mail:
xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
Attn:
Corporate Trust Services - AHMIT 2006-3 - SEC REPORT PROCESSING
RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required
Ladies
and Gentlemen:
In
accordance with Section [__] of the Master Servicing Agreement (the “Master
Servicing Agreement”), dated as of December 28, 2006, among Xxxxx Fargo Bank,
National Association, American Home Mortgage Investment Trust 2006-3 and
Deutsche Bank National Trust Company,
the
undersigned, as [_____________________] hereby notifies you that certain events
have come to our attention that [will][may] need to be disclosed on Form
[10-D][10-K][8-K].
Description
of Additional Form [10-D][10-K][8-K] Disclosure:
List
of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:
Any
inquiries related to this notification should be directed to [______________],
phone number [__________]; email address [_______________].
[NAME
OF
PARTY]
As
[role]
By:
Name:
