FINANCIAL ASSET SECURITIES CORP., Depositor LITTON LOAN SERVICING LP, Servicer and DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee POOLING AND SERVICING AGREEMENT Dated as of June 1, 2006 Soundview Home Loan Trust 2006-A Asset- Backed Certificates,...
FINANCIAL
ASSET SECURITIES CORP.,
Depositor
▇▇▇▇▇▇
LOAN SERVICING LP,
Servicer
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
Dated
as
of June 1, 2006
___________________________
Asset-Backed
Certificates, Series 2006-A
Table
of Contents
ARTICLE
I
|
ARTICLE
I
|
|
|
DEFINITIONS
|
|
|
SECTION
1.01
|
Defined
Terms.
|
|
SECTION
1.02
|
Accounting.
|
|
SECTION
1.03
|
Allocation
of Certain Interest Shortfalls.
|
|
ARTICLE
II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
|
|
|
SECTION
2.01
|
Conveyance
of Mortgage Loans.
|
|
SECTION
2.02
|
Acceptance
by Trustee.
|
|
SECTION
2.03
|
Repurchase
or Substitution of Mortgage Loans by an Originator or the
Seller.
|
|
SECTION
2.04
|
[Reserved].
|
|
SECTION
2.05
|
Representations,
Warranties and Covenants of the Servicer.
|
|
SECTION
2.06
|
Representations
and Warranties of the Depositor.
|
|
SECTION
2.07
|
Issuance
of Certificates.
|
|
SECTION
2.08
|
[Reserved].
|
|
SECTION
2.09
|
Conveyance
of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2, REMIC
3,
REMIC 4, REMIC 5, REMIC 6, REMIC 7, REMIC 8, REMIC 9, REMIC 10, REMIC
11
and REMIC 12 by the Trustee; Issuance of Certificates.
|
|
ARTICLE
III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
|
|
|
SECTION
3.01
|
Servicer
to Act as Servicer.
|
|
SECTION
3.02
|
Sub-Servicing
Agreements Between Servicer and Sub- Servicers.
|
|
SECTION
3.03
|
Successor
Sub- Servicers.
|
|
SECTION
3.04
|
Liability
of the Servicer.
|
|
SECTION
3.05
|
No
Contractual Relationship Between Sub- Servicers and the Trustee or
Certificateholders.
|
|
SECTION
3.06
|
Assumption
or Termination of Sub-Servicing Agreements by Trustee.
|
|
SECTION
3.07
|
Collection
of Certain Mortgage Loan Payments.
|
|
SECTION
3.08
|
Sub-Servicing
Accounts.
|
|
SECTION
3.09
|
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
|
SECTION
3.10
|
Collection
Account and Distribution Account.
|
|
SECTION
3.11
|
Withdrawals
from the Collection Account and Distribution Account.
|
|
SECTION
3.12
|
Investment
of Funds in the Collection Account and the Distribution
Account.
|
|
SECTION
3.13
|
[Reserved].
|
|
SECTION
3.14
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
|
SECTION
3.15
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
|
SECTION
3.16
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
3.17
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.18
|
Servicing
Compensation.
|
|
SECTION
3.19
|
Reports
to the Trustee; Collection Account Statements.
|
|
SECTION
3.20
|
Statement
as to Compliance.
|
|
SECTION
3.21
|
Assessments
of Compliance and Attestation Reports.
|
|
SECTION
3.22
|
Access
to Certain Documentation; Filing of Reports by Trustee.
|
|
SECTION
3.23
|
Title,
Management and Disposition of REO Property.
|
|
SECTION
3.24
|
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
|
SECTION
3.25
|
[Reserved].
|
|
SECTION
3.26
|
Obligations
of the Servicer in Respect of Mortgage Rates and Monthly
Payments.
|
|
SECTION
3.27
|
Solicitations.
|
|
SECTION
3.28
|
Net
WAC Rate Carryover Reserve Account.
|
|
SECTION
3.29
|
Advance
Facility.
|
|
ARTICLE
IV FLOW OF FUNDS
|
|
|
SECTION
4.01
|
Distributions.
|
|
SECTION
4.02
|
[Reserved].
|
|
SECTION
4.03
|
Statements.
|
|
SECTION
4.04
|
Remittance
Reports; Advances.
|
|
SECTION
4.05
|
Commission
Reporting.
|
|
SECTION
4.06
|
[Reserved]
|
|
SECTION
4.07
|
[Reserved]
|
|
SECTION
4.08
|
Distributions
on the REMIC Regular Interests.
|
|
SECTION
4.09
|
Allocation
of Realized Losses.
|
|
SECTION
4.10
|
Swap
Account.
|
|
SECTION
4.11
|
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
|
ARTICLE
V THE CERTIFICATES
|
|
|
SECTION
5.01
|
The
Certificates.
|
|
SECTION
5.02
|
Registration
of Transfer and Exchange of Certificates.
|
|
SECTION
5.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
SECTION
5.04
|
Persons
Deemed Owners.
|
|
SECTION
5.05
|
Appointment
of Paying Agent.
|
|
ARTICLE
VI THE SERVICER aND THE DEPOSITOR
|
|
|
SECTION
6.01
|
Liability
of the Servicer and the Depositor.
|
|
SECTION
6.02
|
Merger
or Consolidation of, or Assumption of the Obligations of, the Servicer
or
the Depositor.
|
|
SECTION
6.03
|
Limitation
on Liability of the Servicer and Others.
|
|
SECTION
6.04
|
Servicer
Not to Resign.
|
|
SECTION
6.05
|
Delegation
of Duties.
|
|
SECTION
6.06
|
[Reserved].
|
|
SECTION
6.07
|
Inspection.
|
|
ARTICLE
VII DEFAULT
|
|
|
SECTION
7.01
|
Servicer
Events of Termination.
|
|
SECTION
7.02
|
Trustee
to Act; Appointment of Successor.
|
|
SECTION
7.03
|
Waiver
of Defaults.
|
|
SECTION
7.04
|
Notification
to Certificateholders.
|
|
SECTION
7.05
|
Survivability
of Servicer Liabilities.
|
|
ARTICLE
VIII THE TRUSTEE
|
|
|
SECTION
8.01
|
Duties
of Trustee.
|
|
SECTION
8.02
|
Certain
Matters Affecting the Trustee.
|
|
SECTION
8.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
|
SECTION
8.04
|
Trustee
May Own Certificates.
|
|
SECTION
8.05
|
Trustee
Compensation and Expenses.
|
|
SECTION
8.06
|
Eligibility
Requirements for Trustee.
|
|
SECTION
8.07
|
Resignation
or Removal of Trustee.
|
|
SECTION
8.08
|
Successor
Trustee.
|
|
SECTION
8.09
|
Merger
or Consolidation of Trustee.
|
|
SECTION
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
8.11
|
Limitation
of Liability.
|
|
SECTION
8.12
|
Trustee
May Enforce Claims Without Possession of Certificates.
|
|
SECTION
8.13
|
Suits
for Enforcement.
|
|
SECTION
8.14
|
Waiver
of Bond Requirement.
|
|
SECTION
8.15
|
Waiver
of Inventory, Accounting and Appraisal Requirement.
|
|
ARTICLE
IX REMIC ADMINISTRATION
|
|
|
SECTION
9.01
|
REMIC
Administration.
|
|
SECTION
9.02
|
Prohibited
Transactions and Activities.
|
|
SECTION
9.03
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
|
ARTICLE
X TERMINATION
|
|
|
SECTION
10.01
|
Termination.
|
|
SECTION
10.02
|
Additional
Termination Requirements.
|
|
ARTICLE
XI MISCELLANEOUS PROVISIONS
|
|
|
SECTION
11.01
|
Amendment.
|
|
SECTION
11.02
|
Recordation
of Agreement; Counterparts.
|
|
SECTION
11.03
|
Limitation
on Rights of Certificateholders.
|
|
SECTION
11.04
|
Governing
Law; Jurisdiction.
|
|
SECTION
11.05
|
Notices.
|
|
SECTION
11.06
|
Severability
of Provisions.
|
|
SECTION
11.07
|
Article
and Section References.
|
|
SECTION
11.08
|
Notice
to the Rating Agencies.
|
|
SECTION
11.09
|
Further
Assurances.
|
|
SECTION
11.10
|
Benefits
of Agreement.
|
|
SECTION
11.11
|
Acts
of Certificateholders.
|
|
SECTION
11.12
|
Intention
of the Parties and Interpretation.
|
|
Exhibits:
|
|
|
Exhibit
A-1
|
Form
of Class A Certificates
|
|
Exhibit
A-2
|
Form
of Class M-1 Certificates
|
|
Exhibit
A-3
|
Form
of Class M-2 Certificates
|
|
Exhibit
A-4
|
Form
of Class M-3 Certificates
|
|
Exhibit
A-5
|
Form
of Class M-4 Certificates
|
|
Exhibit
A-6
|
Form
of Class M-5 Certificates
|
|
Exhibit
A-7
|
Form
of Class M-6 Certificates
|
|
Exhibit
A-8
|
Form
of Class M-7 Certificates
|
|
Exhibit
A-9
|
Form
of Class M-8 Certificates
|
|
Exhibit
A-10
|
Form
of Class M-9 Certificates
|
|
Exhibit
A-11
|
Form
of Class M-10 Certificates
|
|
Exhibit
A-12
|
Form
of Class M-11 Certificates
|
|
Exhibit
A-13
|
Form
of Class M-12 Certificates
|
|
Exhibit
A-14
|
Form
of Class M-13 Certificates
|
|
Exhibit
A-15
|
Form
of Class M-14 Certificates
|
|
Exhibit
A-16
|
Form
of Class M-15 Certificates
|
|
Exhibit
A-17
|
Form
of Class C Certificates
|
|
Exhibit
A-18
|
Form
of Class P Certificates
|
|
Exhibit
A-19
|
Form
of Class R Certificates
|
|
Exhibit
A-20
|
Form
of Class R-X Certificates
|
|
Exhibit
A-21
|
Form
of Class X-1 Certificates
|
|
Exhibit
A-22
|
Form
of Class X-2 Certificates
|
|
Exhibit
B
|
Countrywide
Servicing Provisions
|
|
Exhibit
C
|
Forms
of Assignment Agreements
|
|
Exhibit
D
|
Mortgage
Loan Schedule
|
|
Exhibit
E
|
Request
for Release
|
|
Exhibit
F-1
|
Form
of Trustee’s Initial Certification
|
|
Exhibit
F-2
|
Form
of Trustee’s Final Certification
|
|
Exhibit
F-3
|
Form
of Receipt of Mortgage Note
|
|
Exhibit
G
|
[Reserved]
|
|
Exhibit
H
|
Form
of Lost Note Affidavit
|
|
Exhibit
I
|
Form
of Limited Power of Attorney
|
|
Exhibit
J
|
Form
of Investment Letter
|
|
Exhibit
K
|
Form
of Transfer Affidavit for Residual Certificates
|
|
Exhibit
L
|
Form
of Transferor Certificate
|
|
Exhibit
M
|
Form
of ERISA Representation Letter
|
|
Exhibit
N-1
|
Form
of Certification to be Provided by the Depositor with Form
10-K
|
|
Exhibit
N-2
|
Form
of Certification to be Provided to the Depositor by the
Trustee
|
|
Exhibit
N-3
|
Form
of Certification to be Provided to the Depositor by the
Servicer
|
|
Exhibit
O
|
[Reserved]
|
|
Exhibit
P
|
[Reserved]
|
|
Exhibit
Q
|
[Reserved]
|
|
Exhibit
R
|
Form
of Interest Rate Swap Agreement
|
|
Exhibit
S
|
Servicing
Criteria
|
|
Exhibit
T
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Schedule
I
|
Prepayment
Charge Schedule
|
|
Scheule
II
|
Foreclosure
Restricted Loans
|
This
Pooling and Servicing Agreement is dated as of June 1, 2006 (the “Agreement”),
among FINANCIAL ASSET SECURITIES CORP., as depositor (the “Depositor”), ▇▇▇▇▇▇
LOAN SERVICING LP, as servicer (the “Servicer”) and DEUTSCHE BANK NATIONAL TRUST
COMPANY, as trustee (the “Trustee”).
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of twenty-two classes
of
certificates, designated as (i) the Class A Certificates, (ii) the Class M-1
Certificates, (iii) the Class M-2 Certificates, (iv) the Class M-3 Certificates,
(v) the Class M-4 Certificates, (vi) the Class M-5 Certificates, (vii) the
Class
M-6 Certificates, (viii) the Class M-7 Certificates, (ix) the Class M-8
Certificates, (x) the Class M-9 Certificates, (xi) the Class M-10 Certificates,
(xii) the Class M-11 Certificates, (xiii) the Class M-12 Certificates, (xiv)
the
Class M-13 Certificates, (xv) the Class M-14 Certificates, (xvi) the Class
M-15
Certificates, (xvii) the Class C Certificates, (xviii) the Class P Certificates,
(xix) the Class R Certificates, (xx) the Class R-X Certificates, (xxi) the
Class
X-1 Certificates and (xxii) the Class X-2 Certificates.
REMIC
1
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets subject to
this Agreement (exclusive of the Net WAC Rate Carryover Reserve Account, any
Servicer Prepayment Charge Payment Amounts, the Swap Account, the Supplemental
Interest Trust and the Interest Rate Swap Agreement) as a REMIC for federal
income tax purposes, and such segregated pool of assets shall be designated
as
“REMIC 1.” The Class R-1 Interest shall represent the sole class of “residual
interests” in REMIC 1 for purposes of the REMIC Provisions (as defined herein).
The following table irrevocably sets forth the designation, the Uncertificated
REMIC 1 Pass-Through Rate, the initial Uncertificated Principal Balance and,
for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC 1 Regular Interests (as
defined herein). None of the REMIC 1 Regular Interests shall be certificated.
|
Designation
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|||||
|
I
|
Variable(2)
|
$
|
126,499,957.41
|
November
25, 2035
|
||||
|
I-1-A
|
Variable(2)
|
$
|
10,852,756.25
|
November
25, 2035
|
||||
|
I-1-B
|
Variable(2)
|
$
|
10,852,756.25
|
November
25, 2035
|
||||
|
I-2-A
|
Variable(2)
|
$
|
10,320,903.75
|
November
25, 2035
|
||||
|
I-2-B
|
Variable(2)
|
$
|
10,320,903.75
|
November
25, 2035
|
||||
|
I-3-A
|
Variable(2)
|
$
|
9,815,077.50
|
November
25, 2035
|
||||
|
I-3-B
|
Variable(2)
|
$
|
9,815,077.50
|
November
25, 2035
|
||||
|
I-4-A
|
Variable(2)
|
$
|
9,334,003.75
|
November
25, 2035
|
||||
|
I-4-B
|
Variable(2)
|
$
|
9,334,003.75
|
November
25, 2035
|
||||
|
I-5-A
|
Variable(2)
|
$
|
8,876,475.00
|
November
25, 2035
|
||||
|
I-5-B
|
Variable(2)
|
$
|
8,876,475.00
|
November
25, 2035
|
||||
|
I-6-A
|
Variable(2)
|
$
|
8,441,337.50
|
November
25, 2035
|
||||
|
I-6-B
|
Variable(2)
|
$
|
8,441,337.50
|
November
25, 2035
|
||||
|
I-7-A
|
Variable(2)
|
$
|
8,027,500.00
|
November
25, 2035
|
||||
|
I-7-B
|
Variable(2)
|
$
|
8,027,500.00
|
November
25, 2035
|
||||
|
I-8-A
|
Variable(2)
|
$
|
7,633,918.75
|
November
25, 2035
|
||||
|
I-8-B
|
Variable(2)
|
$
|
7,633,918.75
|
November
25, 2035
|
||||
|
I-9-A
|
Variable(2)
|
$
|
7,259,603.75
|
November
25, 2035
|
||||
|
I-9-B
|
Variable(2)
|
$
|
7,259,603.75
|
November
25, 2035
|
||||
|
I-10-A
|
Variable(2)
|
$
|
7,359,948.75
|
November
25, 2035
|
||||
|
I-10-B
|
Variable(2)
|
$
|
7,359,948.75
|
November
25, 2035
|
||||
|
I-11-A
|
Variable(2)
|
$
|
8,547,723.75
|
November
25, 2035
|
||||
|
I-11-B
|
Variable(2)
|
$
|
8,547,723.75
|
November
25, 2035
|
||||
|
I-12-A
|
Variable(2)
|
$
|
6,206,953.75
|
November
25, 2035
|
||||
|
I-12-B
|
Variable(2)
|
$
|
6,206,953.75
|
November
25, 2035
|
||||
|
I-13-A
|
Variable(2)
|
$
|
5,818,463.75
|
November
25, 2035
|
||||
|
I-13-B
|
Variable(2)
|
$
|
5,818,463.75
|
November
25, 2035
|
||||
|
I-14-A
|
Variable(2)
|
$
|
5,533,060.00
|
November
25, 2035
|
||||
|
I-14-B
|
Variable(2)
|
$
|
5,533,060.00
|
November
25, 2035
|
||||
|
I-15-A
|
Variable(2)
|
$
|
5,261,633.75
|
November
25, 2035
|
||||
|
I-15-B
|
Variable(2)
|
$
|
5,261,633.75
|
November
25, 2035
|
||||
|
I-16-A
|
Variable(2)
|
$
|
5,003,500.00
|
November
25, 2035
|
||||
|
I-16-B
|
Variable(2)
|
$
|
5,003,500.00
|
November
25, 2035
|
||||
|
I-17-A
|
Variable(2)
|
$
|
4,758,010.00
|
November
25, 2035
|
||||
|
I-17-B
|
Variable(2)
|
$
|
4,758,010.00
|
November
25, 2035
|
||||
|
I-18-A
|
Variable(2)
|
$
|
4,524,542.50
|
November
25, 2035
|
||||
|
I-18-B
|
Variable(2)
|
$
|
4,524,542.50
|
November
25, 2035
|
||||
|
I-19-A
|
Variable(2)
|
$
|
4,302,511.25
|
November
25, 2035
|
||||
|
I-19-B
|
Variable(2)
|
$
|
4,302,511.25
|
November
25, 2035
|
||||
|
I-20-A
|
Variable(2)
|
$
|
4,091,358.75
|
November
25, 2035
|
||||
|
I-20-B
|
Variable(2)
|
$
|
4,091,358.75
|
November
25, 2035
|
||||
|
I-21-A
|
Variable(2)
|
$
|
3,890,550.00
|
November
25, 2035
|
||||
|
I-21-B
|
Variable(2)
|
$
|
3,890,550.00
|
November
25, 2035
|
||||
|
I-22-A
|
Variable(2)
|
$
|
3,699,578.75
|
November
25, 2035
|
||||
|
I-22-B
|
Variable(2)
|
$
|
3,699,578.75
|
November
25, 2035
|
||||
|
I-23-A
|
Variable(2)
|
$
|
3,517,966.25
|
November
25, 2035
|
||||
|
I-23-B
|
Variable(2)
|
$
|
3,517,966.25
|
November
25, 2035
|
||||
|
I-24-A
|
Variable(2)
|
$
|
3,345,252.50
|
November
25, 2035
|
||||
|
I-24-B
|
Variable(2)
|
$
|
3,345,252.50
|
November
25, 2035
|
||||
|
I-25-A
|
Variable(2)
|
$
|
3,181,002.50
|
November
25, 2035
|
||||
|
I-25-B
|
Variable(2)
|
$
|
3,181,002.50
|
November
25, 2035
|
||||
|
I-26-A
|
Variable(2)
|
$
|
3,024,802.50
|
November
25, 2035
|
||||
|
I-26-B
|
Variable(2)
|
$
|
3,024,802.50
|
November
25, 2035
|
||||
|
I-27-A
|
Variable(2)
|
$
|
2,876,258.75
|
November
25, 2035
|
||||
|
I-27-B
|
Variable(2)
|
$
|
2,876,258.75
|
November
25, 2035
|
||||
|
I-28-A
|
Variable(2)
|
$
|
2,734,996.25
|
November
25, 2035
|
||||
|
I-28-B
|
Variable(2)
|
$
|
2,734,996.25
|
November
25, 2035
|
||||
|
I-29-A
|
Variable(2)
|
$
|
2,600,658.75
|
November
25, 2035
|
||||
|
I-29-B
|
Variable(2)
|
$
|
2,600,658.75
|
November
25, 2035
|
||||
|
I-30-A
|
Variable(2)
|
$
|
2,472,906.25
|
November
25, 2035
|
||||
|
I-30-B
|
Variable(2)
|
$
|
2,472,906.25
|
November
25, 2035
|
||||
|
I-31-A
|
Variable(2)
|
$
|
2,351,417.50
|
November
25, 2035
|
||||
|
I-31-B
|
Variable(2)
|
$
|
2,351,417.50
|
November
25, 2035
|
||||
|
I-32-A
|
Variable(2)
|
$
|
2,235,886.25
|
November
25, 2035
|
||||
|
I-32-B
|
Variable(2)
|
$
|
2,235,886.25
|
November
25, 2035
|
||||
|
I-33-A
|
Variable(2)
|
$
|
2,126,020.00
|
November
25, 2035
|
||||
|
I-33-B
|
Variable(2)
|
$
|
2,126,020.00
|
November
25, 2035
|
||||
|
I-34-A
|
Variable(2)
|
$
|
2,021,541.25
|
November
25, 2035
|
||||
|
I-34-B
|
Variable(2)
|
$
|
2,021,541.25
|
November
25, 2035
|
||||
|
I-35-A
|
Variable(2)
|
$
|
1,922,186.25
|
November
25, 2035
|
||||
|
I-35-B
|
Variable(2)
|
$
|
1,922,186.25
|
November
25, 2035
|
||||
|
I-36-A
|
Variable(2)
|
$
|
1,827,706.25
|
November
25, 2035
|
||||
|
I-36-B
|
Variable(2)
|
$
|
1,827,706.25
|
November
25, 2035
|
||||
|
I-37-A
|
Variable(2)
|
$
|
1,737,860.00
|
November
25, 2035
|
||||
|
I-37-B
|
Variable(2)
|
$
|
1,737,860.00
|
November
25, 2035
|
||||
|
I-38-A
|
Variable(2)
|
$
|
1,652,421.25
|
November
25, 2035
|
||||
|
I-38-B
|
Variable(2)
|
$
|
1,652,421.25
|
November
25, 2035
|
||||
|
I-39-A
|
Variable(2)
|
$
|
1,571,173.75
|
November
25, 2035
|
||||
|
I-39-B
|
Variable(2)
|
$
|
1,571,173.75
|
November
25, 2035
|
||||
|
I-40-A
|
Variable(2)
|
$
|
1,493,912.50
|
November
25, 2035
|
||||
|
I-40-B
|
Variable(2)
|
$
|
1,493,912.50
|
November
25, 2035
|
||||
|
I-41-A
|
Variable(2)
|
$
|
28,802,973.75
|
November
25, 2035
|
||||
|
I-41-B
|
Variable(2)
|
$
|
28,802,973.75
|
November
25, 2035
|
||||
|
P
|
Variable(2)
|
$
|
100.00
|
November
25, 2035
|
||||
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 1 Pass-Through Rate”
herein.
REMIC
2
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the REMIC 1 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as “REMIC 2.”
The Class R-2 Interest shall evidence the sole class of “residual interests” in
REMIC 2 for purposes of the REMIC Provisions under federal income tax law.
The
following table irrevocably sets forth the designation, the Uncertificated
REMIC
2 Pass-Through Rate, the initial Uncertificated Principal Balance and, for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC 2 Regular Interests (as
defined herein). None of the REMIC 2 Regular Interests shall be
certificated.
|
Designation
|
Uncertificated
REMIC 2
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
|||||||
|
LTAA
|
Variable(2)
|
|
$
|
557,240,411.61
|
November
25, 2035
|
|||||
|
LTA
|
Variable(2)
|
|
$
|
3,633,440.00
|
November
25, 2035
|
|||||
|
LTM1
|
Variable(2)
|
|
$
|
301,360.00
|
November
25, 2035
|
|||||
|
LTM2
|
Variable(2)
|
|
$
|
289,990.00
|
November
25, 2035
|
|||||
|
LTM3
|
Variable(2)
|
|
$
|
147,840.00
|
November
25, 2035
|
|||||
|
LTM4
|
Variable(2)
|
|
$
|
130,780.00
|
November
25, 2035
|
|||||
|
LTM5
|
Variable(2)
|
|
$
|
125,090.00
|
November
25, 2035
|
|||||
|
LTM6
|
Variable(2)
|
|
$
|
113,720.00
|
November
25, 2035
|
|||||
|
LTM7
|
Variable(2)
|
|
$
|
116,570.00
|
November
25, 2035
|
|||||
|
LTM8
|
Variable(2)
|
|
$
|
113,720.00
|
November
25, 2035
|
|||||
|
LTM9
|
Variable(2)
|
|
$
|
88,130.00
|
November
25, 2035
|
|||||
|
LTM10
|
Variable(2)
|
|
$
|
88,140.00
|
November
25, 2035
|
|||||
|
LTM11
|
Variable(2)
|
|
$
|
79,610.00
|
November
25, 2035
|
|||||
|
LTM12
|
Variable(2)
|
|
$
|
210,390.00
|
November
25, 2035
|
|||||
|
LTM13
|
Variable(2)
|
|
$
|
88,130.00
|
November
25, 2035
|
|||||
|
LTM14
|
Variable(2)
|
|
$
|
76,760.00
|
November
25, 2035
|
|||||
|
LT15
|
Variable(2)
|
|
$
|
82,450.00
|
November
25, 2035
|
|||||
|
LTZZ
|
Variable(2)
|
|
$
|
5,686,133.30
|
November
25, ▇▇▇▇
|
|||||
|
▇▇▇
|
Variable(2)
|
|
$
|
100.00
|
November
25, 2035
|
|||||
|
LTIO
|
Variable(2)
|
|
(3)
|
|
November
25, 2035
|
|||||
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 2 Pass-Through Rate”
herein.
(3) REMIC
2
Regular Interest LTIO will not have an Uncertificated Principal Balance, but
will accrue interest on its Uncertificated Notional Amount, as defined
herein.
REMIC
3
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as “REMIC 3.”
The Class R-3 Interest shall evidence the sole class of “residual interests” in
REMIC 3 for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the Original Class Certificate Principal Balance and, for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each Class of Certificates that represents one or more of the “regular
interests” in REMIC 3 created hereunder:
|
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||||||
|
Class
A
|
$
|
363,344,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
|
Class
M-1
|
$
|
30,136,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
|
Class
M-2
|
$
|
28,999,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
|
Class
M-3
|
$
|
14,784,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
|
Class
M-4
|
$
|
13,078,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
|
Class
M-5 Interest
|
$
|
12,509,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
|
Class
M-6 Interest
|
$
|
11,372,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
|
Class
M-7 Interest
|
$
|
11,657,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
|
Class
M-8 Interest
|
$
|
11,372,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
|
Class
M-9 Interest
|
$
|
8,813,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
|
Class
M-10 Interest
|
$
|
8,814,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
|
Class
M-11 Interest
|
$
|
7,961,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
|
Class
M-12 Interest
|
$
|
21,039,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
|
Class
M-13 Interest
|
$
|
8,813,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
|
Class
M-14 Interest
|
$
|
7,676,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
|
Class
M-15 Interest
|
$
|
8,245,000.00
|
Variable(2
|
|
November
25, 2035
|
|||||
|
Class
C Interest
|
$
|
664.91(3)
|
|
Variable(2)
|
|
November
25, 2035
|
||||
|
Class
P Interest
|
$
|
100.00
|
N/A(4)
|
|
November
25, 2035
|
|||||
|
Class
IO Interest
|
(5)
|
|
(6)
|
|
November
25, 2035
|
|||||
________________
(1)
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2)
Calculated
in accordance with the definition of “Pass-Through Rate” herein.
(3)
The
Class
C Interest will accrue interest at its variable Pass-Through Rate on the
Notional Amount of the Class C Interest outstanding from time to time which
shall equal the aggregate Uncertificated Principal Balance of the REMIC 2
Regular Interests (other than REMIC 2 Regular Interest LTP). The Class C
Interest will not accrue interest on its Certificate Principal
Balance.
(4)
The
Class
P Interest will not accrue interest.
(5)
For
federal income tax purposes, the Class IO Interest will not have a Certificate
Principal Balance, but will have a notional amount equal to the Uncertificated
Notional Amount of REMIC 2 Regular Interest LTIO.
(6)
For
federal income tax purposes, the Class IO Interest will not have a Pass-Through
Rate, but will be entitled to 100% of the amounts distributed on REMIC 2 Regular
Interest LTIO.
REMIC
4
As
provided herein, the Trustee shall make an election to treat the Class M-5
Interest as a REMIC for federal income tax purposes, and such segregated pool
of
assets will be designated as “REMIC 4.” The Class R-4 Interest represents the
sole class of “residual interests” in REMIC 4 for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation, Pass-Through
Rate, the Original Class Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for the Class M-5 Certificates.
|
Class
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||||||
|
Class
M-5
|
$
|
12,509,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class M-5 Certificates will receive 100% of amounts received in respect
of
the Class M-5 Interest.
|
REMIC
5
As
provided herein, the Trustee shall make an election to treat the Class M-6
Interest as a REMIC for federal income tax purposes, and such segregated pool
of
assets will be designated as “REMIC 5.” The Class R-5 Interest represents the
sole class of “residual interests” in REMIC 5 for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation, Pass-Through
Rate, the Original Class Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for the Class M-6 Certificates.
|
Class
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||||||
|
Class
M-6
|
$
|
11,372,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class M-6 Certificates will receive 100% of amounts received in respect
of
the Class M-6 Interest.
|
REMIC
6
As
provided herein, the Trustee shall make an election to treat the Class M-7
Interest as a REMIC for federal income tax purposes, and such segregated pool
of
assets will be designated as “REMIC 6.” The Class R-6 Interest represents the
sole class of “residual interests” in REMIC 6 for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation, Pass-Through
Rate, the Original Class Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date”for the Class M-7 Certificates.
|
Class
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||||||
|
Class
M-7
|
$
|
11,657,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class M-7 Certificates will receive 100% of amounts received in respect
of
the Class M-7 Interest.
|
REMIC
7
As
provided herein, the Trustee shall make an election to treat the Class M-8
Interest as a REMIC for federal income tax purposes, and such segregated pool
of
assets will be designated as “REMIC 7.” The Class R-7 Interest represents the
sole class of “residual interests” in REMIC 7 for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation, Pass-Through
Rate, the Original Class Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for the Class M-8 Certificates.
|
Class
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||||||
|
Class
M-8
|
$
|
11,372,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class M-8 Certificates will receive 100% of amounts received in respect
of
the Class M-8 Interest.
|
REMIC
8
As
provided herein, the Trustee shall make an election to treat the Class M-9
Interest as a REMIC for federal income tax purposes, and such segregated pool
of
assets will be designated as “REMIC 8.” The Class R-8 Interest represents the
sole class of “residual interests” in REMIC 8 for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation, Pass-Through
Rate, the Original Class Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for the Class M-9 Certificates.
|
Class
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||||||
|
Class
M-9
|
$
|
8,813,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class M-9 Certificates will receive 100% of amounts received in respect
of
the Class M-9 Interest.
|
REMIC
9
As
provided herein, the Trustee shall make an election to treat the Class M-10
Interest as a REMIC for federal income tax purposes, and such segregated pool
of
assets will be designated as “REMIC 9.” The Class R-9 Interest represents the
sole class of “residual interests” in REMIC 9 for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation, Pass-Through
Rate, the Original Class Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for the Class M-10 Certificates.
|
Class
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||||||
|
Class
M-10
|
$
|
8,814,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class M-10 Certificates will receive 100% of amounts received in
respect
of the Class M-10 Interest.
|
REMIC
10
As
provided herein, the Trustee shall make an election to treat the Class M-11
Interest as a REMIC for federal income tax purposes, and such segregated pool
of
assets will be designated as “REMIC 10.” The Class R-10 Interest represents the
sole class of “residual interests” in REMIC 10 for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation, Pass-Through
Rate, the Original Class Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for the Class M-11 Certificates.
|
Class
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||||||
|
Class
M-11
|
$
|
7,961,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class M-11 Certificates will receive 100% of amounts received in
respect
of the Class M-11 Interest.
|
REMIC
11
As
provided herein, the Trustee shall make an election to treat the Class M-12
Interest as a REMIC for federal income tax purposes, and such segregated pool
of
assets will be designated as “REMIC 11.” The Class R-11 Interest represents the
sole class of “residual interests” in REMIC 11 for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation, Pass-Through
Rate, the Original Class Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for the Class M-12 Certificates.
|
Class
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||||||
|
Class
M-12
|
$
|
21,039,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class M-12 Certificates will receive 100% of amounts received in
respect
of the Class M-12 Interest.
|
REMIC
12
As
provided herein, the Trustee shall make an election to treat the Class M-13
Interest as a REMIC for federal income tax purposes, and such segregated pool
of
assets will be designated as “REMIC 12.” The Class R-12 Interest represents the
sole class of “residual interests” in REMIC 12 for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation, Pass-Through
Rate, the Original Class Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for the Class M-13 Certificates.
|
Class
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||||||
|
Class
M-13
|
$
|
8,813,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class M-13 Certificates will receive 100% of amounts received in
respect
of the Class M-13 Interest.
|
REMIC
13
As
provided herein, the Trustee shall make an election to treat the Class M-14
Interest as a REMIC for federal income tax purposes, and such segregated pool
of
assets will be designated as “REMIC 13.” The Class R-13 Interest represents the
sole class of “residual interests” in REMIC 13 for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation, Pass-Through
Rate, the Original Class Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for the Class M-14 Certificates.
|
Class
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||||||
|
Class
M-14
|
$
|
7,676,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class M-14 Certificates will receive 100% of amounts received in
respect
of the Class M-14 Interest.
|
REMIC
14
As
provided herein, the Trustee shall make an election to treat the Class M-15
Interest as a REMIC for federal income tax purposes, and such segregated pool
of
assets will be designated as “REMIC 14.” The Class R-14 Interest represents the
sole class of “residual interests” in REMIC 14 for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation, Pass-Through
Rate, the Original Class Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for the Class M-15 Certificates.
|
Class
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||||||
|
Class
M-15
|
$
|
8,245,000.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class M-15 Certificates will receive 100% of amounts received in
respect
of the Class M-15 Interest.
|
REMIC
15
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class C Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC 15.”
The Class R-15 Interest represents the sole class of “residual interests” in
REMIC 15 for purposes of the REMIC Provisions.
The
following table sets forth (or describes) the designation, Pass-Through Rate
,
the Original Class Certificate Principal Balance and, for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated Class of Certificates that represents a “regular
interest” in REMIC 15 created hereunder:
|
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||||||
|
Class
C Certificates
|
$
|
664.91
|
Variable(2)
|
|
November
25, 2035
|
|||||
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) The
Class
C Certificates will receive 100% of amounts received in respect of the Class
C
Interest.
REMIC
16
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class P Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC 16.”
The Class R-16 Interest represents the sole class of “residual interests” in
REMIC 16 for purposes of the REMIC Provisions.
The
following table sets forth (or describes) the designation, Pass-Through Rate,
the Original Class Certificate Principal Balance and, for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated Class of Certificates that represents a “regular
interest” in REMIC 16 created hereunder:
|
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||||||
|
Class
P
|
$
|
100.00
|
Variable(2)
|
|
November
25, 2035
|
|||||
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) The
Class
P Certificates will receive 100% of amounts received in respect of the Class
P
Interest.
REMIC
17
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class IO Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC 17.”
The Class R-17 Interest represents the sole class of “residual interests” in
REMIC 17 for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the Original Class Certificate Principal Balance and, for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated REMIC 17 Regular Interest, which will be
uncertificated.
|
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|||||||
|
SWAP
IO
|
N/A
|
Variable(2)
|
|
January
25, 2036
|
||||||
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) REMIC
17
Regular Interest SWAP IO shall receive 100% of amounts received in respect
of
the Class IO Interest.
In
addition to the foregoing, the Trust will issue the Class X-1 Certificates
and
the Class X-2 Certificates. The Class X-1 Certificates and the Class X-2
Certificates shall be treated as partners in a partnership for federal income
tax purposes for so long as the Class X-1 Certificates and the Class X-2
Certificates are beneficially owned by more than one Person for federal income
tax purposes.
DEFINITIONS
| SECTION 1.01 |
Defined
Terms.
|
Whenever
used in this Agreement or in the Preliminary Statement, the following words
and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all calculations in
respect of interest on the Floating Rate Certificates shall be made on the
basis
of the actual number of days elapsed and a 360-day year and all calculations
in
respect of interest on the Class C Certificates and all other calculations
of
interest described herein shall be made on the basis of a 360-day year
consisting of twelve 30-day months. The Class P Certificates and the Residual
Certificates are not entitled to distributions in respect of interest and,
accordingly, will not accrue interest.
“1933
Act”: The Securities Act of 1933, as amended.
“Account”:
Either of the Collection Account or Distribution Account.
“Accrual
Period”: With respect to the Floating Rate Certificates and each Distribution
Date, the period commencing on the preceding Distribution Date (or in the case
of the first such Accrual Period, commencing on the Closing Date) and ending
on
the day preceding such Distribution Date. With respect to the Class C
Certificates and each Distribution Date, the calendar month prior to the month
of such Distribution Date.
“Adjustable-Rate
Mortgage Loan”: A second lien Mortgage Loan which provides at any period during
the life of such loan for the adjustment of the Mortgage Rate payable in respect
thereto. The Adjustable Rate Mortgage Loans are identified as such on the
Mortgage Loan Schedule.
“Adjusted
Net Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the related
REO Property), as of any date of determination, a per annum rate of interest
equal to the applicable Maximum Mortgage Rate for such Mortgage Loan (or the
Mortgage Rate in the case of any Fixed-Rate Mortgage Loan) as of the first
day
of the month preceding the month in which the related Distribution Date occurs
minus the Servicing Fee Rate.
“Adjusted
Net Mortgage Rate”: With respect to any Mortgage Loan (or the related REO
Property), as of any date of determination, a per annum rate of interest equal
to the applicable Mortgage Rate for such Mortgage Loan as of the first day
of
the month preceding the month in which the related Distribution Date occurs
minus the Servicing Fee Rate.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, each adjustment date,
on which the Mortgage Rate of such Mortgage Loan changes pursuant to the related
Mortgage Note. The first Adjustment Date following the Cut-off Date as to each
Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
“Advance”:
As to any Mortgage Loan or REO Property, any advance made by the Servicer in
respect of any Distribution Date pursuant to Section 4.04.
“Advance
Facility”: As defined in Section 3.29 hereof.
“Advance
Facility Notice”: As defined in Section 3.29 hereof.
“Advance
Financing Person”: As defined in Section 3.29 hereof.
“Advance
Reimbursement Amounts”: As defined in Section 3.29 hereof.
“Adverse
REMIC Event”: As defined in Section 9.01(f) hereof.
“Affiliate”:
With respect to any Person, any other Person controlling, controlled by or
under
common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
or
indirectly, whether through ownership of voting securities, by contract or
otherwise and “controlling” and “controlled” shall have meanings correlative to
the foregoing.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amount”: With respect to any Distribution Date and any Class of
Mezzanine Certificates, the sum of (i) any Realized Losses allocated to such
Class of Certificates on such Distribution Date and (ii) the amount of any
Allocated Realized Loss Amount for such Class of Certificates remaining
undistributed from the previous Distribution Date as reduced by an amount equal
to the increase in the related Certificate Principal Balance due to the receipt
of Subsequent Recoveries.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form, which is sufficient under the laws of the jurisdiction wherein
the related Mortgaged Property is located to reflect or record the sale of
the
Mortgage.
“Assignment
Agreements”: Each Assignment and Recognition Agreement, dated the Closing Date,
among the Seller, the related Originator and the Depositor, pursuant to which
certain of the Seller’s rights under the related Master Agreement were assigned
to the Depositor, substantially in the forms attached hereto as Exhibit
C.
“Assumed
Final Maturity Date”: As to each Class of Certificates, the date set forth as
such in the Prospectus Supplement.
“Available
Funds”: With respect to any Distribution Date, an amount equal to the excess of
(i) the sum of (a) the aggregate of the related Monthly Payments received on
the
Mortgage Loans on or prior to the related Determination Date, (b) Net
Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, Subsequent
Recoveries, proceeds from repurchases of and substitutions for such Mortgage
Loans and other unscheduled recoveries of principal and interest in respect
of
the Mortgage Loans received during the related Prepayment Period, (c) the
aggregate of any amounts received in respect of a related REO Property withdrawn
from any REO Account and deposited in the Collection Account for such
Distribution Date, (d) the aggregate of any amounts deposited in the Collection
Account by the Servicer in respect of related Prepayment Interest Shortfalls
for
such Distribution Date, (e) the aggregate of any Advances made by the Servicer
for such Distribution Date in respect of the Mortgage Loans, (f) the aggregate
of any related advances made by the Trustee in respect of the Mortgage Loans
for
such Distribution Date pursuant to Section 7.02 and (g) the amount of any
Prepayment Charges collected by the Servicer in connection with the full or
partial prepayment of any of the Mortgage Loans and any Servicer Prepayment
Charge Payment Amount over (ii) the sum of (a) amounts reimbursable or payable
to the Servicer pursuant to Section 3.11(a) or the Trustee pursuant to Section
3.11(b) or the Swap Provider (including any New Swap Payment and Swap
Termination Payment owed to the Swap Provider but excluding any Swap Termination
Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event),
(b) amounts deposited in the Collection Account or the Distribution Account
pursuant to clauses (a) through (g) above, as the case may be, in error, (c)
the
amount of any Prepayment Charges collected by the Servicer in connection with
the full or partial prepayment of any of the Mortgage Loans and any Servicer
Prepayment Charge Payment Amount, (d) any indemnification payments or expense
reimbursements made by the Trust Fund pursuant to Section 6.03 or Section 8.05
and (e) any Net Swap Payment or Swap Termination Payment owed to the Swap
Provider (other than any Swap Termination Payment owed to the Swap Provider
resulting from a Swap Provider Trigger Event).
“Balloon
Mortgage Loan”: A Mortgage Loan that provides for the payment of the unamortized
Stated Principal Balance of such Mortgage Loan in a single payment at the
maturity of such Mortgage Loan that is substantially greater than the preceding
monthly payment.
“Balloon
Payment”: A payment of the unamortized Stated Principal Balance of a Mortgage
Loan in a single payment at the maturity of such Mortgage Loan that is
substantially greater than the preceding Monthly Payment.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Basic
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the Principal Remittance Amount for such Distribution Date over
(ii) the Overcollateralization Release Amount, if any, for such Distribution
Date.
“Book-Entry
Certificates”: Any of the Certificates that shall be registered in the name of
the Depository or its nominee, the ownership of which is reflected on the books
of the Depository or on the books of a Person maintaining an account with the
Depository (directly, as a “Depository Participant”, or indirectly, as an
indirect participant in accordance with the rules of the Depository and as
described in Section 5.02 hereof). On the Closing Date, the Floating Rate
Certificates shall be Book-Entry Certificates.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings institutions in the State of Delaware, the State of New York, the State
of Texas, the State of California or in the city in which the Corporate Trust
Office of the Trustee is located are authorized or obligated by law or executive
order to be closed.
“Certificate”:
Any Regular Certificate or Residual Certificate.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or non-U.S. Person
shall not be a Holder of a Residual Certificate for any purpose hereof and,
solely for the purposes of giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Depositor or the Servicer or any
Affiliate thereof shall be deemed not to be outstanding and the Voting Rights
to
which it is entitled shall not be taken into account in determining whether
the
requisite percentage of Voting Rights necessary to effect any such consent
has
been obtained, except as otherwise provided in Section 11.01. The Trustee may
conclusively rely upon a certificate of the Depositor or the Servicer in
determining whether a Certificate is held by an Affiliate thereof. All
references herein to “Holders” or “Certificateholders” shall reflect the rights
of Certificate Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise specified
herein; provided, however, that the Trustee shall be required to recognize
as a
“Holder” or “Certificateholder” only the Person in whose name a Certificate is
registered in the Certificate Register.
“Certificate
Margin”: With respect to the Floating Rate Certificates and for purposes of the
Marker Rate and the Maximum Uncertificated Accrued Interest Deferral Amount,
the
specified REMIC 2 Regular Interest, as follows:
|
Class
|
REMIC
2 Regular Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
A
|
LTA
|
0.190
|
0.380
|
|
M-1
|
LTM1
|
0.370
|
0.555
|
|
M-2
|
LTM2
|
0.450
|
0.675
|
|
M-3
|
LTM3
|
0.500
|
0.750
|
|
M-4
|
LTM4
|
0.600
|
0.900
|
|
M-5
|
LTM5
|
0.700
|
1.050
|
|
M-6
|
LTM6
|
1.000
|
1.500
|
|
M-7
|
LTM7
|
1.500
|
2.250
|
|
M-8
|
LTM8
|
2.500
|
3.750
|
|
M-9
|
LTM9
|
2.500
|
3.750
|
|
M-10
|
LTM10
|
2.500
|
3.750
|
|
M-11
|
LTM11
|
2.500
|
3.750
|
|
M-12
|
LTM12
|
2.500
|
3.750
|
|
M-13
|
LTM13
|
2.500
|
3.750
|
|
M-14
|
LTM14
|
2.500
|
3.750
|
|
M-15
|
LTM15
|
2.500
|
3.750
|
__________
(1) For
the
Accrual Period for each Distribution Date on or prior to the Optional
Termination Date.
(2) For
each
other Accrual Period.
“Certificate
Owner”: With respect to each Book-Entry Certificate, any beneficial owner
thereof.
“Certificate
Principal Balance”: With respect to any Class of Regular Certificates (other
than the Class C Certificates) immediately prior to any Distribution Date,
will
be equal to the Initial Certificate Principal Balance thereof plus any
Subsequent Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 4.01, reduced by the sum of all amounts actually
distributed in respect of principal of such Class and, in the case of a
Mezzanine Certificate, Realized Losses allocated thereto on all prior
Distribution Dates. With respect to the Class C Certificates as of any date
of
determination, an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC 2 Regular Interests over (B)
the
then aggregate Certificate Principal Balance of the Floating Rate Certificates
and the Class P Certificates then outstanding.
“Certificate
Register” and “Certificate Registrar”: The register maintained and registrar
appointed pursuant to Section 5.02 hereof.
“Certification”:
As defined in Section 3.22(b)(ii).
“Charged
Off Loan”: Any Mortgage Loan that is charged off by the Servicer pursuant to
Section 3.16(a).
“Class”:
Collectively, Certificates which have the same priority of payment and bear
the
same class designation and the form of which is identical except for variation
in the Percentage Interest evidenced thereby.
“Class
A
Certificate”: Any one of the Class A Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A, representing (i) a Regular Interest in REMIC
3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO Distribution Amount.
“Class
C
Certificates”: Any one of the Class C Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-17, representing (i) a Regular Interest in
REMIC 15, (ii) the obligation to pay Net WAC Rate Carryover Amounts and Swap
Termination Payments and (iii) the right to receive the Class IO Distribution
Amount.
“Class
C
Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class C Certificates, evidencing a Regular Interest
in REMIC 3 for purposes of the REMIC Provisions.
“Class
IO
Distribution Amount”: As defined in Section 4.10 hereof. For purposes of
clarity, the Class IO Distribution Amount for any Distribution Date shall equal
the amount payable to the Supplemental Interest Trust Trustee on such
Distribution Date in excess of the amount payable on the Class IO Interest
on
such Distribution Date, all as further provided in Section 4.10
hereof.
“Class
IO
Interest”: An uncertificated interest in the Trust Fund evidencing a Regular
Interest in REMIC 3.
“Class
M-1 Certificate”: Any one of the Class M-1 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-2, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-1 Principal Distribution Amount”: The excess of (x) the sum of (i) the
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Senior Principal Distribution Amount on such
Distribution Date) and (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 31.20% and (ii) the Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.
“Class
M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-3, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-2 Principal Distribution Amount”: The excess of (x) the sum of (i) the
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date) and (iii) the
Certificate Principal Balance of the Class M-2 Certificates immediately prior
to
such Distribution Date over (y) the lesser of (A) the product of (i) 41.40%
and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization Floor.
“Class
M-3 Certificate”: Any one of the Class M-3 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-4, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-3 Principal Distribution Amount”: The excess of (x) the sum of (i) the
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 46.60% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.
“Class
M-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-5, representing (i) a Regular Interest
in
REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-4 Principal Distribution Amount”: The excess of (x) the sum of (i) the
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (v) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 51.20% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus the Overcollateralization Floor.
“Class
M-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-6, representing (i) a Regular Interest
in
REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-5 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
on behalf of the Holders of the Class M-5 Certificates, evidencing a Regular
Interest in REMIC 3 for purposes of the REMIC Provisions.
“Class
M-5 Principal Distribution Amount”: The excess of (x) the sum of (i) the
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 55.60% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.
“Class
M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-7, representing (i) a Regular Interest
in
REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-6 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
on behalf of the Holders of the Class M-6 Certificates, evidencing a Regular
Interest in REMIC 3 for purposes of the REMIC Provisions.
“Class
M-6 Principal Distribution Amount”: The excess of (x) the sum of (i) the
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 59.60% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization Floor.
“Class
M-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-8, representing (i) a Regular Interest
in
REMIC 6, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-7 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
on behalf of the Holders of the Class M-7 Certificates, evidencing a Regular
Interest in REMIC 3 for purposes of the REMIC Provisions.
“Class
M-7 Principal Distribution Amount”: The excess of (x) the sum of (i) the
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 63.70% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.
“Class
M-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-9, representing (i) a Regular Interest
in
REMIC 7, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-8 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
on behalf of the Holders of the Class M-8 Certificates, evidencing a Regular
Interest in REMIC 3 for purposes of the REMIC Provisions.
“Class
M-8 Principal Distribution Amount”: The excess of (x) the sum of (i) the
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 67.70% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization Floor.
“Class
M-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-10, representing (i) a Regular Interest
in
REMIC 8, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-9 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
on behalf of the Holders of the Class M-9 Certificates, evidencing a Regular
Interest in REMIC 3 for purposes of the REMIC Provisions.
“Class
M-9 Principal Distribution Amount”: The excess of (x) the sum of (i) the
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 70.80% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.
“Class
M-10 Certificate”: Any one of the Class M-10 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-11, representing (i)
a
Regular Interest in REMIC 9, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
M-10 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
on behalf of the Holders of the Class M-10 Certificates, evidencing a Regular
Interest in REMIC 3 for purposes of the REMIC Provisions.
“Class
M-10 Principal Distribution Amount”: The excess of (x) the sum of (i) the
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
(after taking into account the distribution of the Class M-9 Principal
Distribution Amount on such Distribution Date) and (xi) the Certificate
Principal Balance of the Class M-10 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 73.90% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization Floor.
“Class
M-11 Certificate”: Any one of the Class M-11 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-12, representing (i)
a
Regular Interest in REMIC 10, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
M-11 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
on behalf of the Holders of the Class M-11 Certificates, evidencing a Regular
Interest in REMIC 3 for purposes of the REMIC Provisions.
“Class
M-11 Principal Distribution Amount”: The excess of (x) the sum of (i) the
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
(after taking into account the distribution of the Class M-9 Principal
Distribution Amount on such Distribution Date), (xi) the Certificate Principal
Balance of the Class M-10 Certificates (after taking into account the
distribution of the Class M-10 Principal Distribution Amount on such
Distribution Date) and (xii) the Certificate Principal Balance of the Class
M-11
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 76.70% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
the Overcollateralization Floor.
“Class
M-12 Certificate”: Any one of the Class M-12 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-13, representing (i)
a
Regular Interest in REMIC 11, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
M-12 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
on behalf of the Holders of the Class M-12 Certificates, evidencing a Regular
Interest in REMIC 3 for purposes of the REMIC Provisions.
“Class
M-12 Principal Distribution Amount”: The excess of (x) the sum of (i) the
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
(after taking into account the distribution of the Class M-9 Principal
Distribution Amount on such Distribution Date), (xi) the Certificate Principal
Balance of the Class M-10 Certificates (after taking into account the
distribution of the Class M-10 Principal Distribution Amount on such
Distribution Date), (xii) the Certificate Principal Balance of the Class M-11
Certificates (after taking into account the distribution of the Class M-11
Principal Distribution Amount on such Distribution Date) and (xiii) the
Certificate Principal Balance of the Class M-12 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i) 84.10%
and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization Floor.
“Class
M-13 Certificate”: Any one of the Class M-13 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-14, representing (i)
a
Regular Interest in REMIC 12, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
M-13 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
on behalf of the Holders of the Class M-13 Certificates, evidencing a Regular
Interest in REMIC 3 for purposes of the REMIC Provisions.
“Class
M-13 Principal Distribution Amount”: The excess of (x) the sum of (i) the
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
(after taking into account the distribution of the Class M-9 Principal
Distribution Amount on such Distribution Date), (xi) the Certificate Principal
Balance of the Class M-10 Certificates (after taking into account the
distribution of the Class M-10 Principal Distribution Amount on such
Distribution Date), (xii) the Certificate Principal Balance of the Class M-11
Certificates (after taking into account the distribution of the Class M-11
Principal Distribution Amount on such Distribution Date), (xiii) the Certificate
Principal Balance of the Class M-12 Certificates (after taking into account
the
distribution of the Class M-12 Principal Distribution Amount on such
Distribution Date) and (xiv) the Certificate Principal Balance of the Class
M-13
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 87.20% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
the Overcollateralization Floor.
“Class
M-14 Certificate”: Any one of the Class M-14 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-15, representing (i)
a
Regular Interest in REMIC 13, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
M-14 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
on behalf of the Holders of the Class M-14 Certificates, evidencing a Regular
Interest in REMIC 3 for purposes of the REMIC Provisions.
“Class
M-14 Principal Distribution Amount”: The excess of (x) the sum of (i) the
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
(after taking into account the distribution of the Class M-9 Principal
Distribution Amount on such Distribution Date), (xi) the Certificate Principal
Balance of the Class M-10 Certificates (after taking into account the
distribution of the Class M-10 Principal Distribution Amount on such
Distribution Date), (xii) the Certificate Principal Balance of the Class M-11
Certificates (after taking into account the distribution of the Class M-11
Principal Distribution Amount on such Distribution Date), (xiii) the Certificate
Principal Balance of the Class M-12 Certificates (after taking into account
the
distribution of the Class M-12 Principal Distribution Amount on such
Distribution Date), (xiv) the Certificate Principal Balance of the Class M-13
Certificates (after taking into account the distribution of the Class M-13
Principal Distribution Amount on such Distribution Date) and (xv) the
Certificate Principal Balance of the Class M-14 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i) 89.90%
and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the Overcollateralization Floor.
“Class
M-15 Certificate”: Any one of the Class M-15 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-16, representing (i)
a
Regular Interest in REMIC 14, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
M-15 Interest”: An uncertificated interest in the Trust Fund held by the Trustee
on behalf of the Holders of the Class M-15 Certificates, evidencing a Regular
Interest in REMIC 3 for purposes of the REMIC Provisions.
“Class
M-15 Principal Distribution Amount”: The excess of (x) the sum of (i) the
Certificate Principal Balance of the Class A Certificates (after taking into
account the distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
(after taking into account the distribution of the Class M-9 Principal
Distribution Amount on such Distribution Date), (xi) the Certificate Principal
Balance of the Class M-10 Certificates (after taking into account the
distribution of the Class M-10 Principal Distribution Amount on such
Distribution Date), (xii) the Certificate Principal Balance of the Class M-11
Certificates (after taking into account the distribution of the Class M-11
Principal Distribution Amount on such Distribution Date), (xiii) the Certificate
Principal Balance of the Class M-12 Certificates (after taking into account
the
distribution of the Class M-12 Principal Distribution Amount on such
Distribution Date), (xiv) the Certificate Principal Balance of the Class M-13
Certificates (after taking into account the distribution of the Class M-13
Principal Distribution Amount on such Distribution Date), (xv) the Certificate
Principal Balance of the Class M-14 Certificates (after taking into account
the
distribution of the Class M-14 Principal Distribution Amount on such
Distribution Date), and (xvi) the Certificate Principal Balance of the Class
M-15 Certificates immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (i) 92.80% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
the Overcollateralization Floor.
“Class
P
Certificates”: Any one of the Class P Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-18, representing a Regular Interest in REMIC
16.
“Class
P
Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class P Certificates, evidencing a Regular Interest
in REMIC 3 for purposes of the REMIC Provisions.
“Class
R
Certificate”: The Class R Certificate executed by the Trustee, and authenticated
and delivered by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit A-19 and evidencing the ownership of the Class R-1 Interest,
the Class R-2 Intererst and the Class R-3 Interest.
“Class
R-X Certificate”: The Class R-X Certificate executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-20 and evidencing the ownership of the Class
R-4 Interest, the Class R-5 Interest, the Class R-6 Interest, the Class R-7
Interest, the Class R-8 Interest, the Class R-9 Interest, the Class R-10
Interest, the Class R-11 Interest, the Class R-12 Interest, the Class R-13
Interest, the Class R-14 Interest, the Class R-15 Interest, the Class R-16
Interest and the Class R-17 Interest.
“Class
R-1 Interest”: The uncertificated Residual Interest in REMIC 1.
“Class
R-2 Interest”: The uncertificated Residual Interest in REMIC 2.
“Class
R-3 Interest”: The uncertificated Residual Interest in REMIC 3.
“Class
R-4 Interest”: The uncertificated Residual Interest in REMIC 4.
“Class
R-5 Interest”: The uncertificated Residual Interest in REMIC 5.
“Class
R-6 Interest”: The uncertificated Residual Interest in REMIC 6.
“Class
R-7 Interest”: The uncertificated Residual Interest in REMIC 7.
“Class
R-8 Interest”: The uncertificated Residual Interest in REMIC 8.
“Class
R-9 Interest”: The uncertificated Residual Interest in REMIC 9.
“Class
R-10 Interest”: The uncertificated Residual Interest in REMIC 10.
“Class
R-11 Interest”: The uncertificated Residual Interest in REMIC 11.
“Class
R-12 Interest”: The uncertificated Residual Interest in REMIC 12.
“Class
R-13 Interest”: The uncertificated Residual Interest in REMIC 13.
“Class
R-14 Interest”: The uncertificated Residual Interest in REMIC 14.
“Class
R-15 Interest”: The uncertificated Residual Interest in REMIC 15.
“Class
R-16 Interest”: The uncertificated Residual Interest in REMIC 16.
“Class
R-17 Interest”: The uncertificated Residual Interest in REMIC 17.
“Class
X
Certificate”: Any Class X-1 Certificate or Class X-2 Certificate.
“Class
X-1 Certificates”: The Class X-1 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-21, representing the right to distributions
as
set forth herein.
“Class
X-2 Certificates”: The Class X-2 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-22, representing the right to distributions
as
set forth herein.
“Close
of
Business”: As used herein, with respect to any Business Day, 5:00 p.m. (New York
time).
“Closing
Date”: July 13, 2006.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collection
Account”: The account or accounts created and maintained by the Servicer
pursuant to Section 3.10(a), which shall be entitled “Deutsche Bank National
Trust Company as Trustee, in trust for registered Holders of Soundview Home
Loan
Trust 2006-A, Asset-Backed Certificates, Series 2006-A,” which must be an
Eligible Account.
“Compensating
Interest”: As defined in Section 3.24 hereof.
“Corporate
Trust Office”: The principal corporate trust office of the Trustee at which at
any particular time its corporate trust business in connection with this
Agreement shall be administered, which office at the date of the execution
of
this instrument is located at ▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇, or at such other address as the Trustee may designate from time
to
time by notice to the Certificateholders, the Depositor and the
Servicer.
“Corresponding
Certificate”: With respect to each REMIC 2 Regular Interest set forth below, the
corresponding Regular Certificate set forth in the table below:
|
REMIC
2 Regular Interest
|
Regular
Certificate
|
|
LTA
|
Class
A
|
|
LTM1
|
Class
M-1
|
|
LTM2
|
Class
M-2
|
|
LTM3
|
Class
M-3
|
|
LTM4
|
Class
M-4
|
|
LTM5
|
Class
M-5
|
|
LTM6
|
Class
M-6
|
|
LTM7
|
Class
M-7
|
|
LTM8
|
Class
M-8
|
|
LTM9
|
Class
M-9
|
|
LTM10
|
Class
M-10
|
|
LTM11
|
Class
M-11
|
|
LTM12
|
Class
M-12
|
|
LTM13
|
Class
M-13
|
|
LTM14
|
Class
M-14
|
|
LTM15
|
Class
M-15
|
|
LTP
|
Class
P
|
“Credit
Enhancement Percentage”: For any Distribution Date, the percentage equivalent of
a fraction, the numerator of which is the sum of the aggregate Certificate
Principal Balance of the Mezzanine Certificates and the Class C Certificates,
and the denominator of which is the aggregate Stated Principal Balance of the
Mortgage Loans, calculated prior to taking into account payments of principal
on
the Mortgage Loans and distribution of the Principal Distribution Amount to
the
Holders of the Certificates then entitled to distributions of principal on
such
Distribution Date.
“Cumulative
Loss Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate amount of
Realized Losses incurred from the Cut-off Date to the last day of the preceding
calendar month and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
“Custodian”:
Deutsche Bank National Trust Company, as custodian of the Mortgage Files, or
any
successor thereto.
“Cut-off
Date”: With respect to each Mortgage Loan, June 1, 2006.
“Cut-off
Date Principal Balance”: With respect to any Mortgage Loan, the unpaid Stated
Principal Balance thereof as of the Cut-off Date of such Mortgage Loan (or
as of
the applicable date of substitution with respect to a Qualified Substitute
Mortgage Loan), after giving effect to scheduled payments due on or before
the
Cut-off Date, whether or not received.
“Debt
Service Reduction”: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less than
the then outstanding Stated Principal Balance of the Mortgage Loan, which
valuation results from a proceeding initiated under the Bankruptcy
Code.
“Definitive
Certificates”: As defined in Section 5.02(c) hereof.
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by one or more
Qualified Substitute Mortgage Loans.
“Delinquency
Percentage”: For any Distribution Date, the percentage obtained by dividing (x)
the aggregate Stated Principal Balance of Mortgage Loans that are Delinquent
60
days or more (including Mortgage Loans that are in foreclosure, that have been
converted to REO Properties or that have been discharged by reason of bankruptcy
and are Delinquent 60 days or more) by (y) the aggregate Stated Principal
Balance of the Mortgage Loans, in each case, as of the last day of the previous
calendar month.
“Delinquent”:
With respect to any Mortgage Loan and related Monthly Payment, the Monthly
Payment due on a Due Date which is not made by the Close of Business on the
next
scheduled Due Date for such Mortgage Loan. For example, a Mortgage Loan is
60 or
more days Delinquent if the Monthly Payment due on a Due Date is not made by
the
Close of Business on the second scheduled Due Date after such Due
Date.
“Depositor”:
Financial Asset Securities Corp., a Delaware corporation, or any successor
in
interest.
“Depository”:
The initial Depository shall be The Depository Trust Company, whose nominee
is
Cede & Co., or any other organization registered as a “clearing agency”
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.
The
Depository shall initially be the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a “clearing corporation” as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of
New
York.
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With respect to any Distribution Date, the 15th
day of
the calendar month in which such Distribution Date occurs or, if such
15th
day is
not a Business Day, the Business Day immediately preceding such 15th
day.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by any REMIC other than through an Independent
Contractor; provided, however, that the Trustee (or the Servicer on behalf
of
the Trustee) shall not be considered to Directly Operate an REO Property solely
because the Trustee (or the Servicer on behalf of the Trustee) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes
and insurance, or makes decisions as to repairs or capital expenditures with
respect to such REO Property.
“Disqualified
Organization”: A “disqualified organization” under Section 860E of the Code,
which as of the Closing Date is any of: (i) the United States, any state or
political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (ii)
any
organization (other than a cooperative described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code unless such
organization is subject to the tax imposed by Section 511 of the Code, (iii)
any
organization described in Section 1381(a)(2)(C) of the Code or (iv) an “electing
large partnership” within the meaning of Section 775 of the Code. A corporation
will not be treated as an instrumentality of the United States or of any state
or political subdivision thereof, if all of its activities are subject to tax
and a majority of its board of directors is not selected by a governmental
unit.
The term “United States”, “state” and “international organizations” shall have
the meanings set forth in Section 7701 of the Code.
“Distribution
Account”: The trust account or accounts created and maintained by the Trustee
pursuant to Section 3.10(b) which shall be entitled “Distribution Account,
Deutsche Bank National Trust Company, as Trustee, in trust for the registered
Certificateholders of Soundview Home Loan Trust 2006-A, Asset-Backed
Certificates, Series 2006-A” and which must be an Eligible Account.
“Distribution
Date”: The 25th
day of
any calendar month, or if such 25th
day is
not a Business Day, the Business Day immediately following such 25th
day,
commencing in July 2006.
“Due
Date”: With respect to each Mortgage Loan and any Distribution Date, the first
day of the calendar month in which such Distribution Date occurs on which the
Monthly Payment for such Mortgage Loan was due (or, in the case of any Mortgage
Loan under the terms of which the Monthly Payment for such Mortgage Loan was
due
on a day other than the first day of the calendar month in which such
Distribution Date occurs, the day during the related Due Period on which such
Monthly Payment was due), exclusive of any days of grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the month preceding the month in which such Distribution Date
occurs and ending on the first day of the month in which such Distribution
Date
occurs.
“Eligible
Account”: Any of (i) an account or accounts maintained with a federal or state
chartered depository institution or trust company the short-term unsecured
debt
obligations of which (or, in the case of a depository institution or trust
company that is the principal subsidiary of a holding company, the short-term
unsecured debt obligations of such holding company) are rated F-1 by Fitch
and
P-1 by ▇▇▇▇▇’▇ (or comparable ratings if Fitch and ▇▇▇▇▇’▇ are not the Rating
Agencies) at the time any amounts are held on deposit therein, (ii) an account
or accounts the deposits in which are fully insured by the FDIC up to the
insured amount, (iii) a trust account or accounts maintained with the trust
department of a federal or state chartered depository institution, national
banking association or trust company acting in its fiduciary capacity or (iv)
an
account otherwise acceptable to each Rating Agency without reduction or
withdrawal of their then current ratings of the Certificates as evidenced by
a
letter from each Rating Agency to the Trustee. Eligible Accounts may bear
interest.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Escrow
Payments”: The amounts constituting ground rents, taxes, assessments, water
rates, fire and hazard insurance premiums and other payments required to be
escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage
Loan.
“Excess
Overcollateralized Amount”: With respect to the Floating Rate Certificates and
any Distribution Date, the excess, if any, of the Overcollateralized Amount
for
such Distribution Date, assuming that 100% of the Principal Remittance Amount
is
applied as a principal payment on such Distribution Date over (ii) the
Overcollateralization Target Amount for such Distribution Date.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended.
“Extra
Principal Distribution Amount”: With respect to any Distribution Date, the
lesser of (x) the Monthly Interest Distributable Amount distributable on the
Class C Certificates on such Distribution Date as reduced by Realized Losses
allocated thereto with respect to such Distribution Date pursuant to Section
4.08 and (y) the Overcollateralization Deficiency Amount for such Distribution
Date.
“▇▇▇▇▇▇
Mae”: Federal National Mortgage Association or any successor
thereto.
“Fixed
Swap Payment”: With respect to any Distribution Date, a fixed amount equal to
the related amount set forth in the Interest Rate Swap Agreement.
“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.
“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
Property (other than a Mortgage Loan or REO Property purchased by the related
Originator, the Seller or the Servicer pursuant to or as contemplated by Section
2.03, Section 3.16(c) or Section 10.01, a determination made by the Servicer
that all Insurance Proceeds, Liquidation Proceeds and other payments or
recoveries which the Servicer, in its reasonable good faith judgment, expects
to
be finally recoverable in respect thereof have been so recovered. The Servicer
shall maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination made thereby.
“Fitch”:
Fitch Ratings, or its successor in interest.
“Floating
Rate Certificates”: The Class A Certificates and the Mezzanine
Certificates.
“Floating
Swap Payment”: With respect to any Distribution Date, a floating amount equal to
the product of (i) Swap LIBOR, (ii) the related Notional Amount (as defined
in
the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction, the numerator
of which is the actual number of days elapsed from and including the previous
Floating Rate Payer Payment Date (as defined in the Interest Rate Swap
Agreement) to but excluding the current Floating Rate Payer Payment (or, for
the
first Floating Rate Payer Payment Date, the actual number of days elapsed from
the Closing Date to but excluding the first Floating Rate Payer Payment Date),
and the denominator of which is 360.
“Foreclosure
Restricted Loan”: A Mortgage Loan that is 90 or more days delinquent as of the
Closing Date, unless such Mortgage Loan has become current for three consecutive
Monthly Payments after the Closing Date, which Mortgage Loans are identified
on
Schedule II attached hereto.
“Formula
Rate”: For any Distribution Date and the Floating Rate Certificates, the lesser
of (a) the sum of (i) LIBOR plus (ii) the related Certificate Margin and (b)
the
Maximum Cap Rate.
“▇▇▇▇▇▇▇
Mac”: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
“Gross
Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the Index
on
each Adjustment Date in accordance with the terms of the related Mortgage Note
used to determine the Mortgage Rate for such Mortgage Loan.
“Highest
Priority”: As of any date of determination, the Class of Mezzanine Certificates
then outstanding with a Certificate Principal Balance greater than zero, with
the highest priority for payments pursuant to Section 4.01, in the following
order of decreasing priority: Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class
M-12, Class M-13, Class M-14 and Class M-15 Certificates.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class C
Certificates, the Class P Certificates and/or the Class R Certificates (or
any
portion thereof).
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, the Servicer and their respective Affiliates,
(b) does not have any direct financial interest in or any material indirect
financial interest in the Depositor or the Servicer or any Affiliate thereof,
and (c) is not connected with the Depositor or the Servicer or any Affiliate
thereof as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions; provided, however, that a
Person shall not fail to be Independent of the Depositor or the Servicer or
any
Affiliate thereof merely because such Person is the beneficial owner of 1%
or
less of any class of securities issued by the Depositor or the Servicer or
any
Affiliate thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Servicer) that would be an
“independent contractor” with respect to any of the REMICs created hereunder
within the meaning of Section 856(d)(3) of the Code if such REMIC were a real
estate investment trust (except that the ownership tests set forth in that
section shall be considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as each such
REMIC does not receive or derive any income from such Person and provided that
the relationship between such Person and such REMIC is at arm’s length, all
within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any
other Person (including the Servicer) if the Trustee has received an Opinion
of
Counsel to the effect that the taking of any action in respect of any REO
Property by such Person, subject to any conditions therein specified, that
is
otherwise herein contemplated to be taken by an Independent Contractor will
not
cause such REO Property to cease to qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code), or cause
any
income realized in respect of such REO Property to fail to qualify as Rents
from
Real Property.
“Index”:
With respect to each Adjustable-Rate Mortgage Loan and with respect to each
related Adjustment Date, the index as specified in the related Mortgage
Note.
“Initial
Certificate Principal Balance”: With respect to any Regular Certificate, the
amount designated “Initial Certificate Principal Balance” on the face
thereof.
“Insurance
Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy
covering a Mortgage Loan, to the extent such proceeds are received by the
Servicer and are not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the procedures that
the
Servicer would follow in servicing mortgage loans held for its own account,
subject to the terms and conditions of the related Mortgage Note and
Mortgage.
“Interest
Determination Date”: With respect to the Floating Rate Certificates and each
Accrual Period, the second LIBOR Business Day preceding the commencement of
such
Accrual Period.
“Interest
Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross
Border) dated as of the Closing Date (together with the schedule thereto, the
Master Agreement) between the Swap Provider and the Supplemental Interest Trust
Trustee.
“Interest
Remittance Amount”: With respect to any Distribution Date, that portion of the
Available Funds for such Distribution Date attributable to interest received
or
advanced with respect to the Mortgage Loans.
“Late
Collections”: With respect to any Mortgage Loan, all amounts received subsequent
to the Determination Date immediately following any related Due Period, whether
as late payments of Monthly Payments or as Insurance Proceeds, Liquidation
Proceeds or otherwise, which represent late payments or collections of principal
and/or interest due (without regard to any acceleration of payments under the
related Mortgage and Mortgage Note) but delinquent on a contractual basis for
such Due Period and not previously recovered.
“LIBOR”:
With respect to each Accrual Period, the rate determined by the Trustee on
the
related Interest Determination Date on the basis of the London interbank offered
rate for one-month United States dollar deposits, as such rate appears on the
Telerate Page 3750, as of 11:00 a.m. (London time) on such Interest
Determination Date. If such rate does not appear on Telerate Page 3750, the
rate
for such Interest Determination Date will be determined on the basis of the
offered rates of the Reference Banks for one-month United States dollar
deposits, as of 11:00 a.m. (London time) on such Interest Determination Date.
The Trustee will request the principal London office of each of the Reference
Banks to provide a quotation of its rate. On such Interest Determination Date,
LIBOR for the related Accrual Period will be established by the Trustee as
follows:
(i) If
on
such Interest Determination Date two or more Reference Banks provide such
offered quotations, LIBOR for the related Accrual Period shall be the arithmetic
mean of such offered quotations (rounded upwards if necessary to the nearest
whole multiple of 1/16 of 1%); and
(ii) If
on
such Interest Determination Date fewer than two Reference Banks provide such
offered quotations, LIBOR for the related Accrual Period shall be the higher
of
(i) LIBOR as determined on the previous Interest Determination Date and (ii)
the
Reserve Interest Rate.
“LIBOR
Business Day”: Any day on which banks in London, England and The City of New
York are open and conducting transactions in foreign currency and
exchange.
“Liquidated
Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of
which the Servicer has determined, in accordance with the servicing procedures
specified herein, as of the end of the related Prepayment Period, that all
Liquidation Proceeds which it expects to recover with respect to the liquidation
of the Mortgage Loan or disposition of the related REO Property have been
recovered.
“Liquidation
Event”: With respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full, (ii) a Final Recovery Determination is made
as to
such Mortgage Loan or (iii) such Mortgage Loan is removed from the Trust Fund
by
reason of its being purchased, sold or replaced pursuant to or as contemplated
by Section 2.03, Section 3.16(c) or Section 10.01. With respect to any REO
Property, either of the following events: (i) a Final Recovery Determination
is
made as to such REO Property or (ii) such REO Property is removed from the
Trust
Fund by reason of its being sold or purchased pursuant to Section 3.23 or
Section 10.01.
“Liquidation
Proceeds”: The amount (other than amounts received in respect of the rental of
any REO Property prior to REO Disposition) received by the Servicer in
connection with (i) the taking of all or a part of a Mortgaged Property by
exercise of the power of eminent domain or condemnation, (ii) the liquidation
of
a defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or
otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan
or an
REO Property pursuant to or as contemplated by Section 2.03, Section 3.16(c),
Section 3.23 or Section 10.01.
“Loan-to-Value
Ratio”: As of any date and as to any Mortgage Loan, the fraction, expressed as a
percentage, the numerator of which is the Stated Principal Balance of the
Mortgage Loan, plus the unpaid principal balance of any related first lien
mortgage loan, and the denominator of which is the Value of the related
Mortgaged Property.
“Losses”:
As defined in Section 9.03.
“Lost
Note Affidavit”: With respect to any Mortgage Loan as to which the original
Mortgage Note has been permanently lost, misplaced or destroyed and has not
been
replaced, an affidavit from the related Originator certifying that the original
Mortgage Note has been lost, misplaced or destroyed (together with a copy of
the
related Mortgage Note) and indemnifying the Trust against any loss, cost or
liability resulting from the failure to deliver the original Mortgage Note
in
the form of Exhibit H hereto.
“Majority
Certificateholders”: The Holders of Certificates evidencing at least 51% of the
Voting Rights.
“Marker
Rate”: With respect to the Class C Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the Uncertificated
REMIC 2 Pass-Through Rates for REMIC 2 Regular Interest LTA, REMIC 2 Regular
Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3,
REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular
Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8,
REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular
Interest LTM11, REMIC 2 Regular Interest LTM12, REMIC 2 Regular Interest LTM13,
REMIC 2 Regular Interest LTM14, REMIC 2 Regular Interest LTM15 and REMIC 2
Regular Interest LTZZ, with the rate on each such REMIC 2 Regular Interest
(other than REMIC 2 Regular Interest LTZZ) subject to a cap equal to the lesser
of (i) the Pass-Through Rate for the related Corresponding Certificate (without
regard to the Net WAC Rate) and (ii) the Net WAC Rate for the purpose of this
calculation; and with the rate on REMIC 2 Regular Interest LTZZ subject to
a cap
of zero for the purpose of this calculation; provided, however, that for this
purpose, calculations of the Uncertificated REMIC 2 Pass-Through Rate and the
related caps with respect to each such REMIC 2 Regular Interest (other than
REMIC 2 Regular Interest LTZZ) shall be multiplied by a fraction, the numerator
of which is the actual number of days elapsed in the related Accrual Period
and
the denominator of which is 30.
“Master
Agreement”: Each of the Master Mortgage Loan Purchase and Interim Servicing
Agreements between an Originator and the Seller.
“Maximum
Cap Rate”: For any Distribution Date and any Class of the Floating Rate
Certificates, a per annum rate equal to the sum of (i) the weighted average
of
the Adjusted Net Maximum Mortgage Rates of the Mortgage Loans and (ii) an
amount, expressed as a percentage, equal to a fraction, the numerator of which
is equal to the Net Swap Payment made by the Swap Provider and the denominator
of which is equal to the aggregate Stated Principal Balance of the Mortgage
Loans, multiplied by 12 minus (a) an amount, expressed as a percentage, equal
to
the product of (i) the Net Swap Payment, if any, paid by the Trust for such
Distribution Date divided by the aggregate Stated Principal Balance of the
Mortgage Loans and (ii) 12 and (b) an amount, expressed as a percentage, equal
to the product of (x) the Swap Termination Payment, if any, due from the Trust
(other than any Swap Termination Payment resulting from a Swap Provider Trigger
Event) for such Distribution Date divided by the aggregate Stated Principal
Balance of the Mortgage Loans and (y) 12 multiplied by a fraction, the numerator
of which is 30 and the denominator of which is the actual number of days elapsed
in the related Accrual Period.
“Maximum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.
“Maximum
Uncertificated Accrued Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (a) accrued interest at the Uncertificated
REMIC 2 Pass-Through Rate applicable to REMIC 2 Regular Interest LTZZ for such
Distribution Date on a balance equal to the Uncertificated Principal Balance
of
REMIC 2 Regular Interest LTZZ minus the REMIC 2 Overcollateralization Amount,
in
each case for such Distribution Date, over (b) the sum of the Uncertificated
Accrued Interest on REMIC 2 Regular Interest LTA, REMIC 2 Regular Interest
LTM1,
REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTM11,
REMIC 2 Regular Interest LTM12, REMIC 2 Regular Interest LTM13, REMIC 2 Regular
Interest LTM14 and REMIC 2 Regular Interest LTM15 with the rate on each such
REMIC 2 Regular Interest subject to a cap equal to the lesser of (i) the
Pass-Through Rate for the related Corresponding Certificate (without regard
to
the Net WAC Rate) and (ii) the Net WAC Rate for the purpose of this calculation;
provided, however, that for this purpose, calculations of the Uncertificated
REMIC 2 Pass-Through Rate and the related caps with respect to each such REMIC
2
Regular Interest (other than REMIC 2 Regular Interest LTZZ) shall be multiplied
by a fraction, the numerator of which is the actual number of days elapsed
in
the related Accrual Period and the denominator of which is 30.
“MERS”:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
“MERS®
System”: The system of recording transfers of Mortgages electronically
maintained by MERS.
“Mezzanine
Certificate”: Any Class M-1 Certificate, Class M-2 Certificate, Class M-3
Certificate, Class M-4 Certificate, Class M-5 Certificate, Class M-6
Certificate, Class M-7 Certificate, Class M-8 Certificate, Class M-9
Certificate, Class M-10 Certificate, Class M-11 Certificate, Class M-12
Certificate, Class M-13 Certificate, Class M-14 Certificate or Class M-15
Certificate.
“MIN”:
The Mortgage Identification Number for Mortgage Loans registered with MERS
on
the MERS® System.
“Minimum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.
“MOM
Loan”: With respect to any applicable Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination
thereof.
“Monthly
Interest Distributable Amount”: With respect to the Floating Rate Certificates
and the Class C Certificates and any Distribution Date, the amount of interest
accrued during the related Accrual Period at the related Pass-Through Rate
on
the Certificate Principal Balance (or Notional Amount in the case of the Class
C
Certificates) of such Class immediately prior to such Distribution Date, in
each
case, reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest
Shortfalls (allocated to such Certificate based on its respective entitlements
to interest irrespective of any Net Prepayment Interest Shortfalls and Relief
Act Interest Shortfalls for such Distribution Date).
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by the related
Mortgagor from time to time under the related Mortgage Note, determined: (a)
after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
with respect to such Mortgage Loan, (ii) any modifications to a Mortgage Loan
pursuant to Section 3.07 and (iii) any reduction in the amount of interest
collectible from the related Mortgagor pursuant to the Relief Act; (b) without
giving effect to any extension granted or agreed to by the Servicer pursuant
to
clause (ii) of Section 3.07 and (c) on the assumption that all other amounts,
if
any, due under such Mortgage Loan are paid when due.
“Moody’s”:
▇▇▇▇▇’▇ Investors Service, Inc., or its successor in interest.
“Mortgage”:
The mortgage, deed of trust or other instrument creating a second lien on,
or
second priority security interest in, a Mortgaged Property securing a Mortgage
Note.
“Mortgage
File”: The mortgage documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
“Mortgage
Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03(d) as from time to time held as a part of the
Trust
Fund, the Mortgage Loans so held being identified in the Mortgage Loan
Schedule.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC 1
on such date, separately identifying the Mortgage Loans, attached hereto as
Exhibit D. The Mortgage Loan Schedule shall be prepared by the Seller and shall
set forth the following information with respect to each Mortgage Loan, as
applicable:
| (1) |
the
Mortgage Loan identifying number;
|
| (2) |
[reserved];
|
| (3) |
the
state and zip code of the Mortgaged
Property;
|
| (4) |
a
code indicating whether the Mortgaged Property was represented by
the
borrower, at the time of origination, as being
owner-occupied;
|
| (5) |
the
type of Residential Dwelling constituting the Mortgaged
Property;
|
| (6) |
the
original months to maturity;
|
| (7) |
the
stated remaining months to maturity from the Cut-off Date based on
the
original amortization schedule;
|
| (8) |
the
Loan-to-Value Ratio at origination;
|
| (9) |
the
Mortgage Rate in effect immediately following the Cut-off
Date;
|
| (10) |
the
date on which the first Monthly Payment was due on the Mortgage
Loan;
|
| (11) |
the
stated maturity date;
|
| (12) |
the
amount of the Monthly Payment at
origination;
|
| (13) |
the
amount of the Monthly Payment due on the first Due Date after the
Cut-off
Date;
|
| (14) |
the
last Due Date on which a Monthly Payment was actually applied to
the
unpaid Stated Principal Balance;
|
| (15) |
the
original principal amount of the Mortgage
Loan;
|
| (16) |
the
Stated Principal Balance of the Mortgage Loan as of the Close of
Business
on the Cut-off Date;
|
| (17) |
a
code indicating the purpose of the Mortgage Loan (i.e., purchase
financing, rate/term refinancing, cash-out
refinancing);
|
| (18) |
the
Mortgage Rate at origination;
|
| (19) |
a
code indicating the documentation program (i.e., full documentation,
limited income verification, no income verification, alternative
income
verification);
|
| (20) |
the
risk grade;
|
| (21) |
the
Value of the Mortgaged Property;
|
| (22) |
the
sale price of the Mortgaged Property, if
applicable;
|
| (23) |
the
actual unpaid principal balance of the Mortgage Loan as of the Cut-off
Date;
|
| (24) |
the
type and term of the related Prepayment
Charge;
|
| (25) |
with
respect to any Adjustable-Rate Mortgage Loan, the rounding code,
the
Minimum Mortgage Rate, the Maximum Mortgage Rate, the Gross Margin,
the
next Adjustment Date and the Periodic Rate
Cap;
|
| (26) |
the
program code; and
|
| (27) |
the
MIN, if applicable.
|
The
Mortgage Loan Schedule shall set forth the following information with respect
to
the Mortgage Loans as of the Cut-off Date: (1) the number of Mortgage Loans;
(2)
the current Principal Balance of the Mortgage Loans; (3) the weighted average
Mortgage Rate of the Mortgage Loans and (4) the weighted average remaining
term
to maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended
from time to time by the Servicer in accordance with the provisions of this
Agreement. With respect to any Qualified Substitute Mortgage Loan, Cut-off
Date
shall refer to the Cut-off Date for such Mortgage Loan, determined in accordance
with the definition of Cut-off Date herein. On the Closing Date, the Depositor
will deliver to the Servicer, as of the Cut-off Date, an electronic copy of
the
Mortgage Loan Schedule.
“Mortgage
Note”: The original executed note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgage
Pool”: The pool of Mortgage Loans, identified on Exhibit D from time to time,
and any REO Properties acquired in respect thereof.
“Mortgage
Rate”: With respect to each fixed-rate Mortgage Loan, the rate set forth in the
related Mortgage Note. With respect to each Adjustable-Rate Mortgage Loan,
the
annual rate at which interest accrues on such Mortgage Loan from time to time
in
accordance with the provisions of the related Mortgage Note, which rate (A)
as
of any date of determination until the first Adjustment Date following the
Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and (B) as of
any
date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date, to equal the sum, rounded to the next highest or nearest
0.125% (as provided in the Mortgage Note), of the Index, determined as set
forth
in the related Mortgage Note, plus the related Gross Margin subject to the
limitations set forth in the related Mortgage Note. With respect to each
Mortgage Loan that becomes an REO Property, as of any date of determination,
the
annual rate determined in accordance with the immediately preceding sentence
as
of the date such Mortgage Loan became an REO Property.
“Mortgaged
Property”: The underlying property securing a Mortgage Loan, including any REO
Property, consisting of a fee simple estate in a parcel of real property
improved by a Residential Dwelling.
“Mortgagor”:
The obligor on a Mortgage Note.
“Net
Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other
disposition of related Mortgaged Property (including REO Property) the related
Liquidation Proceeds and Insurance Proceeds net of Advances, Servicing Advances,
Servicing Fees and any other accrued and unpaid servicing fees or ancillary
income received and retained in connection with the liquidation of such Mortgage
Loan or Mortgaged Property.
“Net
Monthly Excess Cashflow”: With respect to each Distribution Date, the sum of (a)
any Overcollateralization Release Amount for such Distribution Date and (b)
the
excess of (x) Available Funds for such Distribution Date over (y) the sum for
such Distribution Date of (A) the Monthly Interest Distributable Amounts for
the
Floating Rate Certificates, (B) the Unpaid Interest Shortfall Amounts for the
Class A Certificates and (C) the Principal Remittance Amount.
“Net
Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property),
as of any date of determination, a per annum rate of interest equal to the
then
applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee
Rate.
“Net
Prepayment Interest Shortfall”: With respect to any Distribution Date, the
excess, if any, of any Prepayment Interest Shortfalls for such date over the
related Compensating Interest.
“Net
WAC
Rate”: With respect to the Floating Rate Certificates and any Distribution Date,
a per annum rate equal to the product of (A) the weighted average of the
Adjusted Net Mortgage Rates of the Mortgage Loans minus an amount, expressed
as
a per annum rate, equal to the sum of (x) the product of (i) any Net Swap
Payment owed to the Swap Provider divided by the outstanding principal balance
of the Mortgage Loans and (ii) 12 and (y) the product of (i) any Swap
Termination Payment (other than any Swap Termination Payment resulting from
a
Swap Provider Trigger Event), payable by the Trust, divided by the outstanding
principal balance of the Mortgage Loans and (ii) 12 and (B) a fraction, the
numerator of which is 30 and the denominator of which is the actual number
of
days elapsed in the related Accrual Period. For federal income tax purposes,
the
economic equivalent of such rate shall be expressed as the weighted average
(adjusted for the actual number of days elapsed elapsed in the related Accrual
Period) of the Uncertificated REMIC 2 Pass-Through Rates on the REMIC 2 Regular
Interests (other than REMIC 2 Regular Interest LTIO), weighted on the basis
of
the Uncertificated Principal Balance of each such REMIC 2 Regular
Interest.
“Net
WAC
Rate Carryover Amount”: With respect to the Floating Rate Certificates and any
Distribution Date, the sum of (A) the positive excess of (i) the amount of
interest accrued on such Class of Certificates on such Distribution Date
calculated at the related Formula Rate over (ii) the amount of interest accrued
on such Class of Certificates at the Net WAC Rate for such Distribution Date
and
(B) the Net WAC Rate Carryover Amount for the previous Distribution Date not
previously paid, together with interest thereon at a rate equal to the related
Formula Rate for the most recently ended Accrual Period.
“Net
WAC
Rate Carryover Reserve Account”: The account established and maintained pursuant
to Section 3.28.
“New
Lease”: Any lease of REO Property entered into on behalf of the Trust, including
any lease renewed or extended on behalf of the Trust if the Trust has the right
to renegotiate the terms of such lease.
“Nonrecoverable
Advance”: Any Advance or Servicing Advance previously made or proposed to be
made in respect of a Mortgage Loan or REO Property that, in the good faith
business judgment of the Servicer, will not be ultimately recoverable from
Late
Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds
on such Mortgage Loan or REO Property as provided herein. Any Advances or
Servicing Advances relating to Charged Off Mortgage Loans shall be deemed to
be
Nonrecoverable Advances
“Notional
Amount”: Immediately prior to any Distribution Date with respect to the Class C
Interest, the aggregate Uncertificated Principal Balance of the REMIC 2 Regular
Interests (other than the REMIC 2 Regular Interest LTP).
“Offered
Certificates”: The Class A Certificates, the Class M-1 Certificates, the Class
M-2 Certificates, the Class M-3 Certificates and the Class M-4 Certificates
offered to the public pursuant to the Prospectus Supplement.
“Officers’
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president (however denominated),
and by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries of the Servicer, the Seller or the Depositor, as
applicable.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be a
salaried counsel for the Depositor or the Servicer, acceptable to the Trustee,
except that any opinion of counsel relating to (a) the qualification of any
REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion
of Independent counsel.
“Optional
Termination Date”: The first Distribution Date on which the Terminator may opt
to terminate the Trust Fund pursuant to Section 10.01.
“Original
Class Certificate Principal Balance”:
With
respect to the Floating Rate Certificates, the Class C Certificates, the Class
C
Interest, the Class IO Interest, REMIC 17 Regular Interest SWAP IO, the Class
P
Certificates and the Class P Interest, the corresponding amounts set forth
opposite such Class above in the Preliminary Statement.
“Originator”:
Each of Aames Capital Corp., Ameriquest Mortgage Company and Argent Mortgage
Company, L.L.C., Countrywide Home Loans LP, Fremont Investment & Loan, Long
Beach Mortgage Company, Meritage Mortgage Corporation, New Century Mortgage
Corporation and WMC Mortgage Corp., or their respective successor in interest,
as the context requires.
“Overcollateralization
Deficiency Amount”: With respect to any Distribution Date, the amount, if any,
by which the Overcollateralization Target Amount exceeds the Overcollateralized
Amount on such Distribution Date (assuming that 100% of the Principal Remittance
Amount is applied as a principal distribution on such Distribution
Date).
“Overcollateralization
Floor”: $2,843,063.82.
“Overcollateralization
Release Amount”: With respect to any Distribution Date, the lesser of (x) the
Principal Remittance Amount for such Distribution Date and (y) the Excess
Overcollateralized Amount.
“Overcollateralization
Target Amount”: With respect to the Distribution Date in July 2006, 0.00%.
With
respect to each Distribution Date other than the Distribution Date in July
2006,
(i) prior to the Stepdown Date, an amount equal to 3.60% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or
after
the Stepdown Date provided a Trigger Event is not in effect, the greater of
(A)
7.20% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the
last day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the Overcollateralization Floor and
(iii)
on or after the Stepdown Date if a Trigger Event is in effect, the
Overcollateralization Target Amount for the immediately preceding Distribution
Date.
Notwithstanding the foregoing, on and after any Distribution Date following
the
reduction of the aggregate Certificate Principal Balance of the Floating Rate
Certificates to zero, the Overcollateralization Target Amount shall be
zero.
“Overcollateralized
Amount”: For any Distribution Date, the amount equal to (i) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
(ii) the aggregate Certificate Principal Balance of the Floating Rate
Certificates and the Class P Certificates as of such Distribution Date after
giving effect to distributions to be made on such Distribution
Date.
“Ownership
Interest”: As to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof
and any other interest therein, whether direct or indirect, legal or beneficial,
as owner or as pledgee.
“Pass-Through
Rate”: With respect to the Floating Rate Certificates, the Class M-5 Interest,
the Class M-6 Interest, the Class M-7 Interest, the Class M-8 Interest, the
Class M-9 Interest, the Class M-10 Interest, the Class M-11 Interest, the Class
M-12 Interest, the Class M-13 Interest, the Class M-14 Interest and the Class
M-15 Interest and any Distribution Date, the lesser of (x) the related Formula
Rate for such Distribution Date and (y) the Net WAC Rate for such Distribution
Date.
With
respect to the Class C Interest and any Distribution Date, a per annum rate
equal to the percentage equivalent of a fraction, the numerator of which is
(x)
the sum of (i) 100% of the interest on REMIC 2 Regular Interest LTP and (ii)
interest on the Uncertificated Balance of each REMIC 2 Regular Interest listed
in clause (y) at a rate equal to the related Uncertificated REMIC 2 Pass-Through
Rate minus the Marker Rate and the denominator of which is (y) the aggregate
Uncertificated Principal Balance of REMIC 2 Regular Interests ▇▇▇▇, ▇▇▇, ▇▇▇▇,
▇▇▇▇, ▇▇▇▇, ▇▇▇▇, ▇▇▇▇, LTM6, LTM7, LTM8, LTM9, LTM10, LTM11, LTM12, LTM13,
LTM14, LTM15 and LTZZ.
With
respect to the Class C Certificates, 100% of the interest distributable to
the
Class C Interest, expressed as a per annum rate.
With
respect to the Class M-5 Certificates, the Class M-6 Certificates, the Class
M-7
Certificates, the Class M-8 Certificates, the Class M-9 Certificates, the Class
M-10 Certificates, the Class M-11 Certificates, the Class M-12 Certificates,
the
Class M-13 Certificates, the Class M-14 Certificates and the Class M-15
Certificates, 100% of the interest distributable to the Class M-5 Interest,
the
Class M-6 Interest, the Class M-7 Interest, the Class M-8 Interest, the Class
M-9 Interest, the Class M-10 Interest, the Class M-11 Interest, the Class M-12
Interest, the Class M-13 Interest, the Class M-14 Interest and the Class M-15
Interest, respectively, in each case expressed as a per annum rate.
The
Class
IO Interest shall not have a Pass-Through Rate, but interest for such Regular
Interest and each Distribution Date shall be an amount equal to 100% of the
amounts distributable to REMIC 2 Regular Interest LTIO.
The
REMIC
17 Regular Interest SWAP-IO Interest shall not have a Pass-Through Rate, but
interest for such Regular Interest and each Distribution Date shall be an amount
equal to 100% of the amounts distributable to the Class IO Interest for such
Distribution Date.
The
Class
P Certificates, Class R Certificates and Class R-X Certificates will not accrue
interest and therefore will not have a Pass-Through Rate.
“Paying
Agent”: Any paying agent appointed pursuant to Section 5.05.
“Percentage
Interest”: With respect to any Certificate (other than a Residual Certificate),
a fraction, expressed as a percentage, the numerator of which is the Initial
Certificate Principal Balance represented by such Certificate and the
denominator of which is the Original Class Certificate Principal Balance of
the
related Class. With respect to a Residual Certificate, the portion of the Class
evidenced thereby, expressed as a percentage, as stated on the face of such
Certificate; provided, however, that the sum of all such percentages for each
such Class totals 100%.
“Periodic
Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
Date therefor, the fixed percentage set forth in the related Mortgage Note,
which is the maximum amount by which the Mortgage Rate for such Mortgage Loan
may increase or decrease (without regard to the Maximum Mortgage Rate or the
Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect
immediately prior to such Adjustment Date.
“Permitted
Investments”: Any one or more of the following obligations or securities
acquired at a purchase price of not greater than par, regardless of whether
issued or managed by the Depositor, the Servicer, the Trustee or any of their
respective Affiliates or for which an Affiliate of the Trustee serves as an
advisor:
(1) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(2) (A)
demand and time deposits in, certificates of deposit of, bankers’ acceptances
issued by or federal funds sold by any depository institution or trust company
(including the Trustee or its agent acting in their respective commercial
capacities) incorporated under the laws of the United States of America or
any
state thereof and subject to supervision and examination by federal and/or
state
authorities, so long as, at the time of such investment or contractual
commitment providing for such investment, such depository institution or trust
company (or, if the only Rating Agency is S&P, in the case of the principal
depository institution in a depository institution holding company, debt
obligations of the depository institution holding company) or its ultimate
parent has a short-term uninsured debt rating in one of the two highest
available ratings of Moody’s and the highest available rating category of Fitch
and provided that each such investment has an original maturity of no more
than
365 days; and (B) any other demand or time deposit or deposit which is fully
insured by the FDIC;
(3) repurchase
obligations with a term not to exceed 30 days with respect to any security
described in clause (i) above and entered into with a depository institution
or
trust company (acting as principal) rated F-1+ or higher by Fitch and P-1 by
Moody’s, provided, however, that collateral transferred pursuant to such
repurchase obligation must be of the type described in clause (i) above and
must
(A) be valued daily at current market prices plus accrued interest, (B) pursuant
to such valuation, be equal, at all times, to 105% of the cash transferred
by
the Trustee in exchange for such collateral and (C) be delivered to the Trustee
or, if the Trustee is supplying the collateral, an agent for the Trustee, in
such a manner as to accomplish perfection of a security interest in the
collateral by possession of certificated securities;
(4) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any State thereof
and that are rated by S&P (and if rated by any other Rating Agency, also by
such other Rating Agency) in its highest long-term unsecured rating category
at
the time of such investment or contractual commitment providing for such
investment;
(5) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 30 days after the date of acquisition thereof) that is rated by each Rating
Agency in its highest short-term unsecured debt rating available at the time
of
such investment;
(6) units
of
money market funds, including those money market funds managed or advised by
the
Trustee or its Affiliates, that have been rated “AAA” by Fitch (if rated by
Fitch) and “Aaa” by Moody’s; and
(7) if
previously confirmed in writing to the Trustee, any other demand, money market
or time deposit, or any other obligation, security or investment, as may be
acceptable to the Rating Agencies in writing as a permitted investment of funds
backing securities having ratings equivalent to its highest initial rating
of
the Class A Certificates;
provided,
that no instrument described hereunder shall evidence either the right to
receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of
the
yield to maturity at par of the underlying obligations.
“Permitted
Transferee”: Any transferee of a Residual Certificate other than a Disqualified
Organization or a non-U.S. Person.
“Person”:
Any individual, corporation, limited liability company, partnership, joint
venture, association, joint stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
“Plan”:
Any employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, ▇▇▇▇▇ plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject
to
ERISA or Section 4975 of the Code.
“Pool
Balance”: As of any date of determination, the aggregate Stated Principal
Balance of the Mortgage Loans as of such date.
“Prepayment
Assumption”: As defined in the Prospectus Supplement.
“Prepayment
Charge”: With respect to any Mortgage Loan, the charges or premiums, if any, due
in connection with a full or partial Principal Prepayment of such Mortgage
Loan
in accordance with the terms thereof (other than any Servicer Prepayment Charge
Payment Amount).
“Prepayment
Charge Schedule”: As of any date, the list of Prepayment Charges on the Mortgage
Loans included in the Trust Fund on such date, attached hereto as Schedule
I
(including the prepayment charge summary attached thereto). The Prepayment
Charge Schedule shall set forth the following information with respect to each
Prepayment Charge:
(i) the
Mortgage Loan identifying number;
(ii) a
code
indicating the type of Prepayment Charge;
(iii) the
state
of origination of the related Mortgage Loan;
(iv) the
date
on which the first monthly payment was due on the related Mortgage
Loan;
(v) the
term
of the related Prepayment Charge; and
(vi) the
Stated Principal Balance of the related Mortgage Loan as of the Cut-off
Date.
“Prepayment
Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan
that was the subject of a Principal Prepayment in full during the portion of
the
related Prepayment Period occurring between the first day and the fifteenth
day
of the calendar month in which such Distribution Date occurs, an amount equal
to
interest (to the extent received) at the applicable Net Mortgage Rate on the
amount of such Principal Prepayment in full for the number of days commencing
on
the first day of the calendar month in which such Distribution Date occurs
and
ending on the date on which such prepayment is so applied.
“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
Loan that was the subject of a Principal Prepayment during the portion of the
related Prepayment Period occurring from the first day of the related Prepayment
Period through the last day of the calendar month preceding the month in which
such Distribution Date occurs, an amount equal to one-month’s interest at the
applicable Net Mortgage Rate less any payments made by the Mortgagor on the
amount of such Principal Prepayment for the number of days commencing on the
date such Principal Prepayment is received and ending on the last day of the
calendar month preceding the month in which such Distribution Date
occurs.
“Prepayment
Period”: With respect to any Distribution Date, the period commencing on the
16th
day of
the calendar month preceding the calendar month in which such Distribution
Date
occurs (or, in the case of the first Distribution Date, from June 1, 2006)
and
ending on the 15th
day of
the calendar month in which the related Distribution Date occurs.
“Principal
Balance”: As to any Mortgage Loan other than a Liquidated Mortgage Loan, and any
day, the related Cut-off Date Principal Balance, minus all collections credited
against the Cut-off Date Principal Balance of any such Mortgage Loan. For
purposes of this definition, a Liquidated Mortgage Loan shall be deemed to
have
a Principal Balance equal to the Principal Balance of the related Mortgage
Loan
as of the final recovery of related Liquidation Proceeds and a Principal Balance
of zero thereafter. As to any REO Property and any day, the Principal Balance
of
the related Mortgage Loan immediately prior to such Mortgage Loan becoming
REO
Property minus any REO Principal Amortization received with respect thereto
on
or prior to such day.
“Principal
Distribution Amount”: With respect to any Distribution Date, the sum of (i) the
Basic Principal Distribution Amount for such Distribution Date and (ii) the
Extra Principal Distribution Amount for such Distribution Date.
“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest representing the full amount of scheduled
interest due on any Due Date in any month or months subsequent to the month
of
prepayment.
“Principal
Remittance Amount”: With respect to any Distribution Date, that portion of
Available Funds equal to the sum of (i) each scheduled payment of principal
collected or advanced by the Servicer that were due during the related Due
Period, (ii) the principal portion of all partial and full Principal Prepayments
applied by the Servicer during the related Prepayment Period, (iii) the
principal portion of all related Net Liquidation Proceeds, Insurance Proceeds
and Subsequent Recoveries received during the related Prepayment Period with
respect to the Mortgage Loans, (iv) that portion of the Purchase Price,
representing principal of any repurchased Mortgage Loan, deposited to the
Collection Account during the related Prepayment Period, (v) the principal
portion of any related Substitution Adjustments deposited in the Collection
Account during the related Prepayment Period and (vi) on the Distribution Date
on which the Trust Fund is to be terminated pursuant to Section 10.01, that
portion of the Termination Price, in respect of principal.
“Prospectus
Supplement”: That certain Prospectus Supplement dated June 30, 2006 relating to
the public offering of the Offered Certificates.
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased by the
Seller or the Servicer pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 10.01, and as confirmed by an Officers’ Certificate from the
party purchasing the Mortgage Loan to the Trustee, an amount equal to the sum
of
(i) 100% of the Stated Principal Balance thereof as of the date of purchase
(or
such other price as provided in Section 10.01), (ii) in the case of (x) a
Mortgage Loan, accrued interest on such Stated Principal Balance at the
applicable Mortgage Rate in effect from time to time from the Due Date as to
which interest was last covered by a payment by the Mortgagor or an Advance
by
the Servicer, which payment or Advance had as of the date of purchase been
distributed pursuant to Section 4.01, through the end of the calendar month
in
which the purchase is to be effected, and (y) an REO Property, the sum of (1)
accrued interest on such Stated Principal Balance at the applicable Mortgage
Rate in effect from time to time from the Due Date as to which interest was
last
covered by a payment by the Mortgagor or an advance by the Servicer through
the
end of the calendar month immediately preceding the calendar month in which
such
REO Property was acquired, plus (2) REO Imputed Interest for such REO Property
for each calendar month commencing with the calendar month in which such REO
Property was acquired and ending with the calendar month in which such purchase
is to be effected, net of the total of all net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase
had
been distributed as or to cover REO Imputed Interest pursuant to Section 4.04,
(iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan or REO Property pursuant to Section 3.23 and (v) in the case of a Mortgage
Loan required to be purchased pursuant to Section 2.03, expenses reasonably
incurred or to be incurred by the Servicer or the Trustee in respect of the
breach or defect giving rise to the purchase obligation, including any costs
and
damages incurred by the Trust Fund in connection with any violation with respect
to such loan of any predatory or abusive lending law. With respect to each
Originator and any Mortgage Loan or REO Property to be purchased pursuant to
or
as contemplated by Section 2.03 or 10.01, and as confirmed by a certificate
of
an Officers’ Certificate of the related Originator to the Trustee, an amount
equal to the amount set forth pursuant to the terms of the related Master
Agreement.
“Qualified
Insurer”: Any insurance company acceptable to ▇▇▇▇▇▇ ▇▇▇.
“Qualified
Substitute Mortgage Loan”: With respect to the Seller, a mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement
which must, on the date of such substitution, (i) have an outstanding Stated
Principal Balance (or in the case of a substitution of more than one mortgage
loan for a Deleted Mortgage Loan, an aggregate Stated Principal Balance), after
application of all scheduled payments of principal and interest due during
or
prior to the month of substitution, not in excess of, and not more than 5%
less
than, the outstanding Stated Principal Balance of the Deleted Mortgage Loan
as
of the Due Date in the calendar month during which the substitution occurs,
(ii)
have a Mortgage Rate not less than (and not more than one percentage point
in
excess of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) if the
Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have
a
Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted
Mortgage Loan, (iv) if the Qualified Substitute Mortgage Loan is an
Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the
Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the Qualified
Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Gross
Margin equal to or greater than the Gross Margin of the Deleted Mortgage Loan,
(vi) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage
Loan, have a next Adjustment Date not more than two months later than the next
Adjustment Date on the Deleted Mortgage Loan, (vii) have a remaining term to
maturity not greater than (and not more than one year less than) that of the
Deleted Mortgage Loan, (viii) be current as of the date of substitution, (ix)
have a Loan-to-Value Ratio as of the date of substitution equal to or lower
than
the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (x) have
a
risk grading determined by the Originator at least equal to the risk grading
assigned on the Deleted Mortgage Loan, (xi) have been underwritten or
reunderwritten by the related Originator in accordance with the same
underwriting criteria and guidelines as the Deleted Mortgage Loan, (xii) be
a
first lien mortgage loan if the Deleted Mortgage Loan is a first lien mortgage
loan and (xiii) conform to each representation and warranty set forth in Section
3.01 of the Mortgage Loan Purchase Agreement or assigned to the Depositor
pursuant to the related Assignment Agreement applicable to the Deleted Mortgage
Loan. In the event that one or more mortgage loans are substituted for one
or
more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall
be
determined on the basis of aggregate Stated Principal Balance, the Mortgage
Rates described in clause (ii) hereof shall be satisfied for each such mortgage
loan, the risk gradings described in clause (x) hereof shall be satisfied as
to
each such mortgage loan, the terms described in clause (vii) hereof shall be
determined on the basis of weighted average remaining term to maturity (provided
that no such mortgage loan may have a remaining term to maturity longer than
the
Deleted Mortgage Loan), the Loan-to-Value Ratios described in clause (ix) hereof
shall be satisfied as to each such mortgage loan and, except to the extent
otherwise provided in this sentence, the representations and warranties
described in clause (xii) hereof must be satisfied as to each Qualified
Substitute Mortgage Loan or in the aggregate, as the case may be. With respect
to each Originator, a mortgage loan substituted for a Deleted Mortgage Loan
pursuant to the terms of the related Master Agreement which must, on the date
of
such substitution conform to the terms set forth in the related Master
Agreement.
“Rating
Agency or Rating Agencies”: ▇▇▇▇▇’▇ and Fitch, or their successors. If such
agencies or their successors are no longer in existence, “Rating Agencies” shall
be such nationally recognized statistical rating agencies, or other comparable
Persons, designated by the Depositor, notice of which designation shall be
given
to the Trustee and Servicer.
“Realized
Loss”: With respect to any Liquidated Mortgage Loan, the amount of loss realized
equal to the portion of the Stated Principal Balance remaining unpaid after
application of all Net Liquidation Proceeds in respect of such Mortgage Loan.
If
the Servicer receives Subsequent Recoveries with respect to any Mortgage Loan,
the amount of the Realized Loss with respect to that Mortgage Loan will be
reduced to the extent such recoveries are applied to principal distributions
on
any Distribution Date. Any Charged Off Loan will give rise to a Realized Loss
at
the time it is charged off, as described in Section 3.16 hereof.
“Record
Date”: With respect to (i) the Floating Rate Certificates, the Close of Business
on the Business Day immediately preceding the related Distribution Date;
provided, however, that following the date on which Definitive Certificates
for
any of the Floating Rate Certificates are available pursuant to Section 5.02,
the Record Date for such Certificates that are Definitive Certificates shall
be
the last Business Day of the calendar month preceding the month in which the
related Distribution Date occurs and (ii) the Class P Certificates, the Class
C
Certificates and the Residual Certificates, the Close of Business on the last
Business Day of the calendar month preceding the month in which the related
Distribution Date occurs or, in the case of the first Distribution Date, the
Close of Business on the Closing Date.
“Reference
Banks”: Those banks (i) with an established place of business in London,
England, (ii) not controlling, under the control of or under common control
with
the Originators or the Servicer or any Affiliate thereof and (iii) which have
been designated as such by the Trustee, after consultation with the Depositor;
provided, however, that if fewer than two of such banks provide a LIBOR rate,
then any leading banks selected by the Trustee after consultation with the
Depositor which are engaged in transactions in United States dollar deposits
in
the international Eurocurrency market.
“Refinanced
Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
the related Mortgaged Property.
“Regular
Certificate”: Any of the Floating Rate Certificates, Class C Certificates or
Class P Certificates.
“Relief
Act”: The Servicemembers Civil Relief Act, or any state law providing for
similar relief.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage
Loan with respect to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended Due Period as a result of the
application of the Relief Act, the amount by which (i) interest collectible
on
such Mortgage Loan during such Due Period is less than (ii) one month’s interest
on the Stated Principal Balance of such Mortgage Loan at the Mortgage Rate
for
such Mortgage Loan before giving effect to the application of the Relief
Act.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“REMIC
1”: The segregated pool of assets subject hereto, constituting the primary trust
created hereby and to be administered hereunder, with respect to which a REMIC
election is to be made consisting of: (i) such Mortgage Loans as from time
to
time are subject to this Agreement, together with the Mortgage Files relating
thereto, and together with all collections thereon and proceeds thereof, (ii)
any REO Property, together with all collections thereon and proceeds thereof,
(iii) the Trustee’s rights with respect to the Mortgage Loans under all
insurance policies, required to be maintained pursuant to this Agreement and
any
proceeds thereof, (iv) the Depositor’s rights under the Master Agreements and
the Assignment Agreements (including any security interest created thereby) and
(v) the Collection Account, the Distribution Account (subject to the last
sentence of this definition) and any REO Account and such assets that are
deposited therein from time to time and any investments thereof, together with
any and all income, proceeds and payments with respect thereto. Notwithstanding
the foregoing, however, a REMIC election will not be made with respect to the
Net WAC Rate Carryover Reserve Account, the Swap Account, the Supplemental
Interest Trust, the Interest Rate Swap Agreement or any Servicer Prepayment
Charge Payment Amounts.
“REMIC
1
Regular Interests”: Any of the separate non-certificated beneficial ownership
interests in REMIC 1 issued hereunder and designated as a “regular interest” in
REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto.
“REMIC
2”: The segregated pool of assets consisting of all of the REMIC 1 Regular
Interests and conveyed in trust to the Trustee, for the benefit of REMIC 3,
as
holder of the REMIC 2 Regular Interests, and the Class R Certificateholders,
as
Holders of the Class R-2 Interest, pursuant to Article II hereunder, and all
amounts deposited therein, with respect to which a separate REMIC election
is to
be made.
“REMIC
2
Interest Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the aggregate Stated Principal Balance
of
the Mortgage Loans and related REO Properties then outstanding and (ii) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LTAA
minus
the Marker Rate, divided by (b) 12.
“REMIC
2
Overcollateralization Target Amount”: 1.00% of the Overcollateralization Target
Amount.
“REMIC
2
Overcollateralization Amount”: With respect to any date of determination, (i)
1.00% of the aggregate Uncertificated Principal Balance of the REMIC 2 Regular
Interests (other than REMIC 2 Regular Interst LTP) minus (ii) the aggregate
Uncertificated Principal Balance of REMIC 2 Regular Interest LTA, REMIC 2
Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest
LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2
Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest
LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC
2
Regular Interest LTM11, REMIC 2 Regular Interest LTM12, REMIC 2 Regular Interest
LTM13, REMIC 2 Regular Interest LTM14 and REMIC 2 Regular Interest LTM15, in
each case as of such date of determination.
“REMIC
2
Principal Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to the product of (i) the aggregate Stated Principal Balance of
the
Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus
a
fraction, the numerator of which is two times the aggregate Uncertificated
Principal Balance of REMIC 2 Regular Interest LTA, REMIC 2 Regular Interest
LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2
Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest
LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2
Regular Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest
LTM11, REMIC 2 Regular Interest LTM12, REMIC 2 Regular Interest LTM13, REMIC
2
Regular Interest LTM14 and REMIC 2 Regular Interest LTM15 and the denominator
of
which is the aggregate Uncertificated Principal Balance of REMIC 2 Regular
Interest LTA, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2,
REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular
Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7,
REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular
Interest LTM10, REMIC 2 Regular Interest LTM11, REMIC 2 Regular Interest LTM12,
REMIC 2 Regular Interest LTM13, REMIC 2 Regular Interest LTM14, REMIC 2 Regular
Interest LTM15 and REMIC 2 Regular Interest LTZZ.
“REMIC
2
Regular Interests”: One of the separate non-certificated beneficial ownership
interests in REMIC 2 issued hereunder and designated as a Regular Interest
in
REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto. The following is
a
list of each of the REMIC 2 Regular Interests: REMIC 2 Regular Interest LTAA,
REMIC 2 Regular Interest LTA, REMIC 2 Regular Interest LTM1, REMIC 2 Regular
Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4,
REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular
Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9,
REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTM11, REMIC 2 Regular
Interest LTM12, REMIC 2 Regular Interest LTM13, REMIC 2 Regular Interest LTM14,
REMIC 2 Regular Interest LTM15, REMIC 2 Regular Interest LTZZ, REMIC 2 Regular
Interest LTP and REMIC 2 Regular Interest LTIO.
“REMIC
3”: The segregated pool of assets consisting of all of the REMIC 2 Regular
Interests conveyed in trust to the Trustee, for the benefit of the Holders
of
the Regular Certificates (other than the Class M-5 Certificates, the Class
M-6
Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the Class
M-9 Certificates, the Class M-10 Certificates, the Class M-11 Certificates,
the
Class M-12 Certificates, the Class M-13 Certificates, the Class M-14
Certificates, the Class M-15 Certificates, the Class C Certificates or the
Class
P Certificates), the Class M-5 Interest, the Class M-6 Interest, the Class
M-7
Interest, the Class M-8 Interest, the Class M-9 Interest, the Class M-10
Interest, the Class M-11 Interest, the Class M-12 Interest, the Class M-13
Interest, the Class M-14 Interest, the Class M-15 Interest, the Class C
Interest, the Class P Interest, the Class IO Interest and the Class R
Certificates (in respect of the Class R-3 Interest), pursuant to Article II
hereunder, and all amounts deposited therein, with respect to which a separate
REMIC election is to be made.
“REMIC
4”: The segregated pool of assets consisting of the Class M-5 Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the Class M-5
Certificates and the Class R-X Certificates (in respect of the Class R-4
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
5”: The segregated pool of assets consisting of the Class M-6 Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the Class M-6
Certificates and the Class R-X Certificates (in respect of the Class R-5
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
6”: The segregated pool of assets consisting of the Class M-7 Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the Class M-7
Certificates and the Class R-X Certificates (in respect of the Class R-6
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
7”: The segregated pool of assets consisting of the Class M-8 Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the Class M-8
Certificates and the Class R-X Certificates (in respect of the Class R-7
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
8”: The segregated pool of assets consisting of the Class M-9 Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the Class M-9
Certificates and the Class R-X Certificates (in respect of the Class R-8
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
9”: The segregated pool of assets consisting of the Class M-10 Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the Class M-10
Certificates and the Class R-X Certificates (in respect of the Class R-9
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
10”: The segregated pool of assets consisting of the Class M-11 Interest
conveyed in trust to the Trustee, for the benefit of the Holders of the Class
M-11 Certificates and the Class R-X Certificates (in respect of the Class R-10
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
11”: The segregated pool of assets consisting of the Class M-12 Interest
conveyed in trust to the Trustee, for the benefit of the Holders of the Class
M-12 Certificates and the Class R-X Certificates (in respect of the Class R-11
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
12”: The segregated pool of assets consisting of the Class M-13 Interest
conveyed in trust to the Trustee, for the benefit of the Holders of the Class
M-13 Certificates and the Class R-X Certificates (in respect of the Class R-12
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
13”: The segregated pool of assets consisting of the Class M-14 Interest
conveyed in trust to the Trustee, for the benefit of the Holders of the Class
M-14 Certificates and the Class R-X Certificates (in respect of the Class R-13
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
14”: The segregated pool of assets consisting of the Class M-15 Interest
conveyed in trust to the Trustee, for the benefit of the Holders of the Class
M-15 Certificates and the Class R-X Certificates (in respect of the Class R-14
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
15”: The segregated pool of assets consisting of the Class C Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the Class C
Certificates and the Class R-X Certificates (in respect of the Class R-15
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
16”: The segregated pool of assets consisting of the Class P Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the Class P
Certificates and the Class R-X Certificates (in respect of the Class R-16
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
17”: The segregated pool of assets consisting of the Class IO Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the REMIC 17 Regular
Interest SWAP IO and the Class R-X Certificates (in respect of the Class R-17
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate
mortgage investment conduits which appear at Section 860A through 860G of
Subchapter M of Chapter 1 of the Code, and related provisions, and regulations
and rulings promulgated thereunder, as the foregoing may be in effect from
time
to time.
“REMIC
Regular Interests”: The REMIC 1 Regular Interests, the REMIC 2 Regular
Interests, the Class M-5 Interest, the Class M-6 Interest, the Class M-7
Interest, the Class M-8 Interest, the Class M-9 Interest, the Class M-10
Interest, the Class M-11 Interest, the Class M-12 Interest, the Class M-13
Interest, the Class M-14 Interest, the Class M-15 Interest, the the Class C
Interest, the Class P Interest and the Class IO Interest.
“Remittance
Report”: A report prepared by the Servicer and delivered to the Trustee pursuant
to Section 4.04.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code.
“REO
Account”: The account or accounts maintained by the Servicer in respect of an
REO Property pursuant to Section 3.23.
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of the
Trust Fund.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of the Trust Fund, one month’s interest
at the applicable Net Mortgage Rate on the Stated Principal Balance of such
REO
Property (or, in the case of the first such calendar month, of the related
Mortgage Loan if appropriate) as of the Close of Business on the Distribution
Date in such calendar month.
“REO
Principal Amortization”: With respect to any REO Property, for any calendar
month, the excess, if any, of (a) the aggregate of all amounts received in
respect of such REO Property during such calendar month, whether in the form
of
rental income, sale proceeds (including, without limitation, that portion of
the
Termination Price paid in connection with a purchase of all of the Mortgage
Loans and REO Properties pursuant to Section 10.01 that is allocable to such
REO
Property) or otherwise, net of any portion of such amounts (i) payable pursuant
to Section 3.23 in respect of the proper operation, management and maintenance
of such REO Property or (ii) payable or reimbursable to the Servicer pursuant
to
Section 3.23 for unpaid Servicing Fees in respect of the related Mortgage Loan
and unreimbursed Servicing Advances and Advances in respect of such REO Property
or the related Mortgage Loan, over (b) the REO Imputed Interest in respect
of
such REO Property for such calendar month.
“REO
Property”: A Mortgaged Property acquired by the Servicer on behalf of the Trust
Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section
3.23.
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
“Reserve
Interest Rate”: With respect to any Interest Determination Date, the rate per
annum that the Trustee determines to be either (i) the arithmetic mean (rounded
upwards if necessary to the nearest whole multiple of 1/16 of 1%) of the
one-month United States dollar lending rates which banks in The City of New
York
selected by the Depositor are quoting on the relevant Interest Determination
Date to the principal London offices of leading banks in the London interbank
market or (ii) in the event that the Trustee can determine no such arithmetic
mean, in the case of any Interest Determination Date after the initial Interest
Determination Date, the lowest one-month United States dollar lending rate
which
such New York banks selected by the Depositor are quoting on such Interest
Determination Date to leading European banks.
“Residential
Dwelling”: Any one of the following: (i) a detached one-family dwelling, (ii) a
detached two- to four-family dwelling, (iii) a one-family dwelling unit in
a
▇▇▇▇▇▇ ▇▇▇ eligible condominium project, (iv) a manufactured home, or (v) a
detached one-family dwelling in a planned unit development, none of which is
a
co-operative or mobile home.
“Residual
Certificate”: The Class R Certificates and the Class R-X
Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the Trustee, any director, any vice
president, any assistant vice president, the Secretary, any assistant secretary,
the Treasurer, any assistant treasurer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and, with respect to a particular matter, to whom such
matter is referred because of such officer’s knowledge of and familiarity with
the particular subject.
“Seller”:
Greenwich Capital Financial Products, Inc., a Delaware corporation, in its
capacity as Seller under the Assignment Agreements.
“Senior
Principal Distribution Amount”: The excess of (x) the Certificate Principal
Balance of the Class A Certificates immediately prior to such Distribution
Date
over (y) the lesser of (A) the product of (i) 20.60% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus the related Overcollateralization Floor.
“Servicer”:
From and after the Servicing Transfer Date, ▇▇▇▇▇▇ Loan Servicing LP, a Delaware
limited partnership, or any successor servicer appointed as herein provided,
in
its capacity as Servicer hereunder. Prior to the Servicing Transfer Date, the
“Servicer” shall mean (i) GMAC Mortgage Corporation with respect to the Mortgage
Loans originated by any Originator other than Countrywide Home Loans LP and
(ii)
Countrywide Home Loans Servicing LP with respect to the Mortgage Loans
originated by Countrywide Home Loans LP. ▇▇▇▇▇▇ Loan Servicing LP shall not
have
any obligations or liabilities hereunder as Servicer with respect to any
Mortgage Loan prior to the related Servicing Transfer Date.
“Servicer’s
Assignee”: As defined in Section 3.29 hereof.
“Servicer
Certification”: As defined in Section 4.05.
“Servicer
Event of Termination”: One or more of the events described in Section
7.01.
“Servicer
Prepayment Charge Payment Amount”: The amounts payable by the Servicer in
respect of any waived Prepayment Charges pursuant to Section 2.05 or Section
3.01.
“Servicer
Remittance Date”: With respect to any Distribution Date, the third Business Day
prior to such Distribution Date.
“Servicer
Termination Test”: With respect to any Distribution Date, the Servicer
Termination Test will be failed if the Cumulative Loss Percentage exceeds the
applicable percentages set forth below with respect to such Distribution
Date:
|
Distribution
Date Occurring In
|
Percentage
|
|
July
2008 through June 2009
|
8.00%
for the first month, plus an additional 1/12th
of
3.00% for each month thereafter.
|
|
July
2009 through June 2010
|
11.00%
for the first month, plus an additional 1/12th
of
1.30% for each month thereafter.
|
|
July
2010 through June 2011
|
12.30%
for the first month, plus an additional 1/12th
of
2.65% for each month thereafter.
|
|
July
2011 through June 2012
|
14.95%
for the first month, plus an additional 1/12th
of
1.30% for each month thereafter.
|
|
July
2012 and thereafter
|
16.25%.
|
“Servicing
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and
expenses (including reasonable attorneys’ fees and expenses) incurred by the
Servicer in the performance of its servicing obligations, including, but not
limited to, the cost of (i) the preservation, restoration, inspection and
protection of the Mortgaged Property, (ii) any enforcement or judicial
proceedings, including foreclosures related to a Mortgage Loan and any such
proceedings that result from the Mortgage Loan being registered on the MERS®
System, (iii) the management and liquidation of the REO Property, (iv)
compliance with the obligations under Sections 3.01, 3.09, 3.14, 3.16, and
3.23
and (v) obtaining any legal documentation required to be included in the
Mortgage File and/or correcting any outstanding title issues (i.e., any lien
or
encumbrance on the Mortgaged Property that prevents the effective enforcement
of
the intended lien position) reasonably necessary for the Servicer to perform
its
obligations under this Agreement. Servicing Advances also include any reasonable
“out-of-pocket” cost and expenses (including legal fees) incurred by the
Servicer in connection with executing and recording instruments of satisfaction,
deeds of reconveyance or Assignments to the extent not recovered from the
Mortgagor or otherwise payable under this Agreement. The Servicer shall not
be
required to make any Servicing Advance that would be a Nonrecoverable
Advance.
“Servicing
Fee”: With respect to each Mortgage Loan and for any calendar month, an amount
equal to one month’s interest (or in the event of any payment of interest which
accompanies a Principal Prepayment in full made by the Mortgagor during such
calendar month, interest for the number of days covered by such payment of
interest) at the Servicing Fee Rate on the same principal amount on which
interest on such Mortgage Loan accrues for such calendar month. A portion of
such Servicing Fee may be retained by any Sub-Servicer as its servicing
compensation.
“Servicing
Fee Rate”: 0.50% per annum.
“Servicing
Officer”: Any officer of the Servicer involved in, or responsible for, the
administration and servicing of Mortgage Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Servicer
to
the Trustee and the Depositor on the Closing Date, as such list may from time
to
time be amended.
“Servicing
Rights Pledgee”: One or more lenders, selected by the Servicer, to which the
Servicer will pledge and assign all of its right, title and interest in, to
and
under this Agreement, including, without limitation, JPMorgan Chase Bank,
National Association, as the representative of certain lenders.
“Servicing
Transfer Costs”: Shall mean all reasonable out-of-pocket costs and expenses
incurred by the Trustee in connection with the transfer of servicing from a
predecessor servicer, including, without limitation, any reasonable costs or
expenses associated with the complete transfer of all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the Trustee to correct any errors or insufficiencies in the servicing data
or
otherwise to enable the Trustee (or any successor servicer appointed pursuant
to
Section 7.02) to service the Mortgage Loans properly and effectively and any
fees associated with MERS.
“Servicing
Transfer Date”: With respect to any Mortgage Loan, the date on which servicing
of such Mortgage Loan is transferred to ▇▇▇▇▇▇ Loan Servicing LP.
“Startup
Day”: As defined in Section 9.01(b) hereof.
“Stated
Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the outstanding principal balance of such Mortgage Loan
as
of the Cut-off Date as shown in the Mortgage Loan Schedule, minus the sum of
(i)
the principal portion of each Monthly Payment due on a Due Date subsequent
to
the Cut-off Date to the extent received from the Mortgagor or advanced by the
Servicer and distributed pursuant to Section 4.01 on or before such date of
determination, (ii) all Principal Prepayments received after the Cut-off Date
to
the extent distributed pursuant to Section 4.01 on or before such date of
determination, (iii) all Liquidation Proceeds and Insurance Proceeds to the
extent distributed pursuant to Section 4.01 on or before such date of
determination, and (iv) any Realized Loss incurred with respect thereto as
a
result of a Deficient Valuation made during or prior to the Due Period for
the
most recent Distribution Date coinciding with or preceding such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such Mortgage Loan would be distributed,
zero.
With respect to any REO Property: (a) as of any date of determination up to
but
not including the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, an
amount (not less than zero) equal to the Stated Principal Balance of the related
Mortgage Loan as of the date on which such REO Property was acquired on behalf
of the Trust Fund, minus the aggregate amount of REO Principal Amortization
in
respect of such REO Property for all previously ended calendar months, to the
extent distributed pursuant to Section 4.01 on or before such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed,
zero.
“Stepdown
Date”: The earlier to occur of (i) the Distribution Date on which the aggregate
Certificate Principal Balance of the Class A Certificates has been reduced
to
zero and (ii) the later to occur of (x) the Distribution Date occurring in
July
2009 and (y) the first Distribution Date on which the Credit Enhancement
Percentage (calculated for this purpose only after taking into account payments
of principal on the Mortgage Loans but prior to distribution of the Principal
Distribution Amount to the Certificates then entitled to distributions of
principal on such Distribution Date) is equal to or greater than
79.40%.
“Sub-Servicer”:
Any Person with which the Servicer has entered into a Sub- Servicing Agreement
and which meets the qualifications of a Sub-Servicer pursuant to Section
3.02.
“Sub-Servicing
Account”: An account established by a Sub-Servicer which meets the requirements
set forth in Section 3.08 and is otherwise acceptable to the
Servicer.
“Sub-Servicing
Agreement”: The written contract between the Servicer and a Sub-Servicer
relating to servicing and administration of certain Mortgage Loans as provided
in Section 3.02.
“Subsequent
Recoveries”: As of any Distribution Date, amounts received by the Servicer (net
of any related expenses permitted to be reimbursed pursuant to Section 3.11
specifically related to a Mortgage Loan that was the subject of a liquidation
or
an REO Disposition prior to the related Prepayment Period that resulted in
a
Realized Loss.
“Supplemental
Interest Trust”: As defined in Section 4.10(a).
“Supplemental
Interest Trust Trustee”: Deutsche Bank National Trust Company, a national
banking association, or any successor trustee appointed as herein
provided.
“Swap
Account”: The account or accounts created and maintained pursuant to Section
4.10. The Swap Account must be an Eligible Account.
“Swap
Account Principal Release Amount”: With respect to any Distribution Date, an
amount equal to the lesser of (i) the aggregate amount on deposit in the Swap
Account and (ii) the excess, if any, of (a) the aggregate amount of Realized
Losses incurred since the Cut-off Date through the last day of the related
Due
Period (reduced by the aggregate amount of Subsequent Recoveries received since
the Cut-off Date through the last day of the related Due Period) over (b) the
aggregate amount of Swap Account Principal Release Amounts distributed on any
previous Distribution Date.
“Swap
Account Required Balance”: With respect to any Distribution Date, an amount
equal to the Overcollateralization Deficiency Amount.
“Swap
Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
of Certificates resulting from the application of the Net WAC Rate due to a
discrepancy between the Uncertificated Notional Amount of the REMIC 17 Regular
Interest SWAP IO and the scheduled notional amount.
“Swap
LIBOR”:
A per annum rate equal to the floating rate payable by the Swap Provider under
the Swap Agreement.
“Swap
Provider”: HSBC Bank USA, National Association.
“Swap
Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
an Event of Default under the Interest Rate Swap Agreement with respect to
which
the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap
Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement
with
respect to which the Swap Provider is the sole Affected Party (as defined in
the
Interest Rate Swap Agreement) or (iii) an Additional Termination Event under
the
Interest Rate Swap Agreement with respect to which the Swap Provider is the
sole
Affected Party.
“Swap
Termination Payment”: The payment due to either party under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap
Agreement.
“Substitution
Adjustment”: As defined in Section 2.03(d) hereof.
“Tax
Matters Person”: The tax matters person appointed pursuant to Section 9.01(e)
hereof.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
by
the Trustee on behalf of each REMIC, together with any and all other information
reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.
“Termination
Price”: As defined in Section 10.01(a) hereof.
“Terminator”:
As defined in Section 10.01(a) hereof.
“Trigger
Event”: A Trigger Event is in effect with respect to any Distribution Date on or
after the Stepdown Date if:
(i) on
any
Distribution Date, the Delinquency Percentage exceeds 16.00% of the Credit
Enhancement Percentage; or
(ii) the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Due Period (reduced by the aggregate amount of
Subsequent Recoveries received since the Cut-off Date through the last day
of
the related Due Period) divided by the aggregate Stated Principal Balance of
the
Mortgage Loans as of the Cut-off Date (the “Realized Loss Percentage”), exceeds
the applicable percentages set forth below with respect to such Distribution
Date:
|
Distribution
Date Occurring In
|
Percentage
|
|
July
2008 through June 2009
|
2.65%
for the first month, plus an additional 1/12th
of
3.35% for each month thereafter.
|
|
July
2009 through June 2010
|
6.00%
for the first month, plus an additional 1/12th
of
3.30% for each month thereafter.
|
|
July
2010 through June 2011
|
9.30%
for the first month, plus an additional 1/12th
of
2.65% for each month thereafter.
|
|
July
2011 through June 2012
|
11.95%
for the first month, plus an additional 1/12th
of
1.30% for each month thereafter.
|
|
July
2012 and thereafter
|
13.25%.
|
“Trust”:
Soundview Home Loan Trust 2006-A, the trust created hereunder.
“Trust
Fund”: All of the assets of the Trust, which is the trust created hereunder
consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6, REMIC 7,
REMIC 8, REMIC 9, REMIC 10, REMIC 11, REMIC 12, REMIC 13, REMIC 14, REMIC 15,
REMIC 16, REMIC 17, the Interest Rate Swap Agreement, the Swap Account, the
right to receive any amounts from the Net WAC Rate Carryover Reserve Account
and
the Servicer Prepayment Charge Payment Amounts.
“Trustee”:
Deutsche Bank National Trust Company, a national banking association, or any
successor trustee appointed as herein provided.
“Trustee
Compensation”: Such compensation, if any, as set forth in the separate fee
schedule between the Trustee and the Depositor, which compensation shall be
payable to the Trustee on each Distribution Date pursuant to Section 8.05 as
compensation for all services rendered by it in the execution of the trust
hereby created and in the exercise and performance of any of the powers and
duties of the Trustee hereunder.
“Uncertificated
Accrued Interest”: With respect to each REMIC Regular Interest on each
Distribution Date, an amount equal to one month’s interest at the related
Uncertificated REMIC Pass-Through Rate on the Uncertificated Principal Balance
of such REMIC Regular Interest. In each case, Uncertificated Accrued Interest
will be reduced by any Net Prepayment Interest Shortfalls, Relief Act Interest
Shortfalls (allocated to such REMIC Regular Interests based on their respective
entitlements to interest irrespective of any Net Prepayment Interest Shortfalls
and Relief Act Interest Shortfalls for such Distribution Date).
“Uncertificated
Notional Amount”: With respect to REMIC 2 Regular Interest LTIO and each
Distribution Date listed below, the aggregate Uncertificated Principal Balance
of the REMIC 1 Regular Interests ending with the designation “A” listed
below:
|
Distribution
Date
|
REMIC
2 Regular Interests
|
|
1st
through 6th
|
I-1-A
through ▇-▇▇-▇
|
|
▇
|
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇▇-▇
|
|
▇
|
▇-▇-▇
through ▇-▇▇-▇
|
|
▇
|
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇▇-▇
|
|
▇▇
|
▇-▇-▇
through ▇-▇▇-▇
|
|
▇▇
|
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇▇-▇
|
|
▇▇
|
▇-▇-▇
through ▇-▇▇-▇
|
|
▇▇
|
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇▇-▇
|
|
▇▇
|
▇-▇-▇
through I-41-A
|
|
15
|
I-10-A
through I-41-A
|
|
16
|
I-11-A
through I-41-A
|
|
17
|
I-12-A
through I-41-A
|
|
18
|
I-13-A
through I-41-A
|
|
19
|
I-14-A
through I-41-A
|
|
20
|
I-15-A
through I-41-A
|
|
21
|
I-16-A
through I-41-A
|
|
22
|
I-17-A
through I-41-A
|
|
23
|
I-18-A
through I-41-A
|
|
24
|
I-19-A
through I-41-A
|
|
25
|
I-20-A
through I-41-A
|
|
26
|
I-21-A
through I-41-A
|
|
27
|
I-22-A
through I-41-A
|
|
28
|
I-23-A
through I-41-A
|
|
29
|
I-24-A
through I-41-A
|
|
30
|
I-25-A
through I-41-A
|
|
31
|
I-26-A
through I-41-A
|
|
32
|
I-27-A
through I-41-A
|
|
33
|
I-28-A
through I-41-A
|
|
34
|
I-29-A
through I-41-A
|
|
35
|
I-30-A
through I-41-A
|
|
36
|
I-31-A
through I-41-A
|
|
37
|
I-32-A
through I-41-A
|
|
38
|
I-33-A
through I-41-A
|
|
39
|
I-34-A
through I-41-A
|
|
40
|
I-35-A
through I-41-A
|
|
41
|
I-36-A
through I-41-A
|
|
42
|
I-37-A
through I-41-A
|
|
43
|
I-38-A
through I-41-A
|
|
44
|
I-39-A
through I-41-A
|
|
45
|
I-40-A
and I-41-A
|
|
46
|
I-41-A
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC 2 Regular Interest
LTIO.
“Uncertificated
Principal Balance”: With respect to each REMIC Regular Interest, the amount of
such REMIC Regular Interest outstanding as of any date of determination. As
of
the Closing Date, the Uncertificated Principal Balance of each REMIC Regular
Interest shall equal the amount set forth in the Preliminary Statement hereto
as
its initial Uncertificated Principal Balance. On each Distribution Date, the
Uncertificated Principal Balance of each REMIC Regular Interest shall be reduced
by all distributions of principal made on such REMIC Regular Interest on such
Distribution Date pursuant to Section 4.08 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 4.08, and the Uncertificated Principal Balance
of
REMIC Regular Interest LTZZ shall be increased by interest deferrals as provided
in Section 4.08. With respect to the Class C Interest as of any date of
determination, an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC 2 Regular Interests over (B)
the
then aggregate Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class P Certificates then outstanding. The
Uncertificated Principal Balance of each REMIC Regular Interest that has an
Uncertificated Principal Balance shall never be less than zero.
“Uncertificated
REMIC Pass-Through Rate”: The Uncertificated REMIC 1 Pass-Through Rate or
Uncertificated REMIC 2 Pass-Through Rate, as applicable.
“Uncertificated
REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interest I and REMIC
1 Regular Interest P, a per annum rate equal to the weighted average of the
Adjusted Net Mortgage Rates of the Mortgage Loans. With respect to each REMIC
1
Regular Interest ending with the designation “A”, a per annum rate equal to the
weighted average of the Adjusted Net Mortgage Rates of the Mortgage Loans
multiplied by 2, subject to a maximum rate of 11.10%. With respect to each
REMIC
1 Regular Interest ending with the designation “B”, the greater of (x) a per
annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted
average of the Adjusted Net Mortgage Rates of the Mortgage Loans over (ii)
11.10% and (y) 0.00%.
“Uncertificated
REMIC 2 Pass-Through Rate”:
With
respect to REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTA, REMIC
2
Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest
LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2
Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest
LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC
2
Regular Interest LTM11, REMIC 2 Regular Interest LTM12, REMIC 2 Regular Interest
LTM13, REMIC 2 Regular Interest LTM14, REMIC 2 Regular Interest LTM15, REMIC
2
Regular Interest LTZZ and REMIC 2 Regular Interest LTP, a
per
annum rate (but not less than zero) equal to the weighted average of (v) with
respect to REMIC 1 Regular Interest I and REMIC 1 Regular Interest P, the
Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1 Regular Interests
for
each such Distribution Date, (w) with respect to REMIC 1 Regular Interests
ending with the designation “B”, the weighted average of the Uncertificated
REMIC 1 Pass-Through Rates for such REMIC 1 Regular Interests, weighted on
the
basis of the Uncertificated Principal Balance of such REMIC 1 Regular Interests
for each such Distribution Date and (x) with respect to REMIC 1 Regular
Interests ending with the designation “A”, for each Distribution Date listed
below, the weighted average of the rates listed below for each such REMIC 1
Regular Interest listed below, weighted on the basis of the Uncertificated
Principal Balance of each such REMIC 1 Regular Interest for each such
Distribution Date:
|
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
|
1st
through 5th
|
I-1-A
through I-41-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
6
|
I-1-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
7
|
I-2-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
8
|
I-3-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
and I-2-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
9
|
I-4-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-3-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
10
|
I-5-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-4-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
11
|
I-6-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-5-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
12
|
I-7-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-6-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
13
|
I-8-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-7-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
14
|
I-9-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-8-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
15
|
I-10-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-9-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
16
|
I-11-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-10-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
17
|
I-12-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-11-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
18
|
I-13-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-12-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
19
|
I-14-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-13-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
20
|
I-15-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-14-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
21
|
I-16-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-15-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
22
|
I-17-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-16-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
23
|
I-18-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-17-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
24
|
I-19-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-18-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
25
|
I-20-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-19-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
26
|
I-21-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-20-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
27
|
I-22-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-21-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
28
|
I-23-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-22-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
29
|
I-24-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-23-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
30
|
I-25-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-24-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
31
|
I-26-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-25-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
32
|
I-27-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-26-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
33
|
I-28-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-27-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
34
|
I-29-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-28-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
35
|
I-30-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-29-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
35
|
I-31-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-30-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
37
|
I-32-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-31-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
38
|
I-33-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-32-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
39
|
I-34-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-33-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
40
|
I-35-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-34-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
41
|
I-36-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-35-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
42
|
I-37-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-36-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
43
|
I-38-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-37-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
44
|
I-39-A
through I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-38-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
45
|
I-40-A
and I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-39-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
46
|
I-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
I-1-A
through I-40-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
|
thereafter
|
I-1-A
through I-41-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
With
respect to REMIC 2 Regular Interest LTIO, and (a) the first 5 Distribution
Dates, the excess of (i) the Uncertificated REMIC 1 Pass-Through Rates for
REMIC
1 Regular Interests ending with the designation “A” over (ii) the Uncertificated
REMIC 1 Pass-Through Rates for REMIC 1 Regular Interests ending with the
designation “A”, (b) the 6th
Distribution Date through the 46th
Distribution Date, the excess of (i) the Uncertificated REMIC 1 Pass-Through
Rates for REMIC 1 Regular Interests ending with the designation “A” over (ii) 2
multiplied by Swap LIBOR and (c) thereafter 0.00%.
“Uninsured
Cause”: Any cause of damage to a Mortgaged Property such that the complete
restoration of such property is not fully reimbursable by the hazard insurance
policies required to be maintained pursuant to Section 3.14.
“United
States Person” or “U.S. Person”: A citizen or resident of the United States, a
corporation, partnership (or other entity treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States, any state thereof, or the District
of Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) provided that, for purposes solely of the restrictions
on
the transfer of Residual Certificates, no partnership or other entity treated
as
a partnership for United States federal income tax purposes shall be treated
as
a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation
for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate the income of
which from sources without the United States is includible in gross income
for
United States federal income tax purposes regardless of its connection with
the
conduct of a trade or business within the United States, or a trust if a court
within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have authority
to control all substantial decisions of the trust. The term “United States”
shall have the meaning set forth in Section 7701 of the Code or successor
provisions.
“Unpaid
Interest Shortfall Amount”: With respect to the Floating Rate Certificates and
(i) the first Distribution Date, zero, and (ii) any Distribution Date after
the
first Distribution Date, the amount, if any, by which (a) the sum of (1) the
Monthly Interest Distributable Amount for such Class for the immediately
preceding Distribution Date and (2) the outstanding Unpaid Interest Shortfall
Amount, if any, for such Class for such preceding Distribution Date exceeds
(b)
the aggregate amount distributed on such Class in respect of interest pursuant
to clause (a) of this definition on such preceding Distribution Date, plus
interest on the amount of interest due but not distributed on the Certificates
of such Class on such preceding Distribution Date, to the extent permitted
by
law, at the Pass-Through Rate for such Class for the related Accrual
Period.
“Value”:
With respect to any Mortgaged Property, the lesser of (i) the value thereof
as
determined by an appraisal made for the originator of the Mortgage Loan at
the
time of origination of the Mortgage Loan by an appraiser who met the minimum
requirements of ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac and (ii) the purchase price paid
for
the related Mortgaged Property by the Mortgagor with the proceeds of the
Mortgage Loan.
“Voting
Rights”: The portion of the voting rights of all of the Certificates which is
allocated to any Certificate. At all times the Floating Rate Certificates and
the Class C Certificates shall have 98% of the Voting Rights (allocated among
the Holders of the Floating Rate Certificates and the Class C Certificates
in
proportion to the then outstanding Certificate Principal Balances of their
respective Certificates), the Class P Certificates shall have 1% of the Voting
Rights and the Residual Certificates shall have 1% of the Voting Rights. The
Voting Rights allocated to any Class of Certificates (other than the Class
P
Certificates and the Residual Certificates) shall be allocated among all Holders
of each such Class in proportion to the outstanding Certificate Principal
Balance of such Certificates and the Voting Rights allocated to the Class P
Certificates and the Residual Certificates shall be allocated among all Holders
of each such Class in proportion to such Holders’ respective Percentage
Interest; provided, however that when none of the Regular Certificates are
outstanding, 100% of the Voting Rights shall be allocated among Holders of
the
Residual Certificates in accordance with such Holders’ respective Percentage
Interests in the Certificates of such Class. The Class X Certificates shall
have
no Voting Rights.
| SECTION 1.02 |
Accounting.
|
Unless
otherwise specified herein, for the purpose of any definition or calculation,
whenever amounts are required to be netted, subtracted or added or any
distributions are taken into account such definition or calculation and any
related definitions or calculations shall be determined without duplication
of
such functions.
| SECTION 1.03 |
Allocation
of Certain Interest Shortfalls.
|
For
purposes of calculating the amount of the Monthly Interest Distributable Amount
for the Floating Rate Certificates and the Class C Certificates for any
Distribution Date, (1) the aggregate amount of any Net Prepayment Interest
Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the
Mortgage Loans for any Distribution Date shall be allocated first, among the
Class C Certificates on a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
Pass-Through Rate on the Notional Amount of each such Certificate and,
thereafter, among the Floating Rate Certificates on a
pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rate on the respective Certificate Principal Balance
of
each such Certificate and (2) the aggregate amount of any Realized Losses and
Net WAC Rate Carryover Amounts shall be allocated among the Class C Certificates
on a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
Pass-Through Rate on the Notional Amount of each such Certificate.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 1 Regular Interests for any Distribution Date the aggregate amount of
any
Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans shall be allocated first, to REMIC
1
Regular Interest I and to the REMIC 1 Regular Interests ending with the
designation “B”, pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 1 Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC 1 Regular Interest, and then, to REMIC
1
Regular Interests ending with the designation “A”, pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 1 Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC 1 Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 2 Regular Interests for any Distribution Date, the aggregate amount of
any
Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated among REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTA,
REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular
Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5,
REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular
Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10,
REMIC 2 Regular Interest LTM11, REMIC 2 Regular Interest LTM12, REMIC 2 Regular
Interest LTM13, REMIC 2 Regular Interest LTM14, REMIC 2 Regular Interest LTM15
and REMIC 2 Regular Interest LTZZ pro
rata based
on,
and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 2 Pass-Through Rate on the respective Uncertificated
Principal Balance of each such REMIC 2 Regular Interest.
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
ORIGINAL
ISSUANCE OF CERTIFICATES
| SECTION 2.01 |
Conveyance
of Mortgage Loans.
|
The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse for the benefit of the Certificateholders all the right, title and
interest of the Depositor, including any security interest therein for the
benefit of the Depositor, in and to (i) each Mortgage Loan identified on the
Mortgage Loan Schedule, including the related Cut-off Date Principal Balance,
all interest accruing thereon on and after the Cut-off Date and all collections
in respect of interest and principal due after the the Cut-off Date; (ii)
property which secured each such Mortgage Loan and which has been acquired
by
foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance
policies in respect of the Mortgage Loans; (iv) the rights of the Depositor
under the Master Agreements (as assigned to the Depositor pursuant to the terms
of the Assignment Agreements), (v) the
right
to receive any amounts payable under the Interest Rate Swap
Agreement,
(vi)
all other assets included or to be included in the Trust Fund and (vii) all
proceeds of any of the foregoing. Such assignment includes all interest and
principal due and collected by the Depositor or the Servicer after the Cut-off
Date with respect to the Mortgage Loans.
In
connection with such transfer and assignment, the Depositor, does hereby deliver
to, and deposit with the Trustee or its designated agent (the “Custodian”), the
following documents or instruments with respect to each Mortgage Loan so
transferred and assigned (with respect to each Mortgage Loan, a “Mortgage
File”):
(i) the
original Mortgage Note including any riders thereto, endorsed either (A) in
blank, in which case the Trustee shall cause the endorsement to be completed
or
(B) in the following form: “Pay to the order of Deutsche Bank National Trust
Company, as Trustee, without recourse” or with respect to any lost Mortgage
Note, an original Lost Note Affidavit stating that the original mortgage note
was lost, misplaced or destroyed, together with a copy of the related mortgage
note; provided, however, that such substitutions of Lost Note Affidavits for
original Mortgage Notes may occur only with respect to Mortgage Loans, the
aggregate Cut-off Date Principal Balance of which is less than or equal to
1.00%
of the Pool Balance as of the Cut-off Date;
(ii) the
original Mortgage (noting the presence of the MIN of the Mortgage Loan and
language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan
is
a MOM Loan), with evidence of recording thereon, and the original recorded
power
of attorney, if the Mortgage was executed pursuant to a power of attorney,
with
evidence of recording thereon or, if such Mortgage or power of attorney has
been
submitted for recording but has not been returned from the applicable public
recording office, has been lost or is not otherwise available, a copy of such
Mortgage or power of attorney, as the case may be, certified to be a true and
complete copy of the original submitted for recording;
(iii) unless
the Mortgage Loan is registered on the MERS® System, an original Assignment, in
form and substance acceptable for recording. The Mortgage shall be assigned
either (A) in blank or (B) to “Deutsche Bank National Trust Company, as Trustee,
without recourse”;
(iv) an
original of any intervening assignment of Mortgage showing a complete chain
of
assignments (or to MERS if the Mortgage Loan is registered on the MERS® System
and noting the presence of MIN); and
(v) the
original or copies of each assumption, modification, written assurance or
substitution agreement, if any.
The
Depositor herewith also delivers to the Trustee an executed copy of each
Assignment Agreement and each Master Agreement.
If
any of
the documents referred to in Section 2.01(ii), (iii) or (iv) above has as of
the
Closing Date been submitted for recording but either (x) has not been returned
from the applicable public recording office or (y) has been lost or such public
recording office has retained the original of such document, the obligations
of
the Depositor to deliver such documents shall be deemed to be satisfied upon
(1)
delivery to the Trustee or the Custodian no later than the Closing Date, of
a
copy of each such document certified by the related Originator in the case
of
(x) above or the applicable public recording office in the case of (y) above
to
be a true and complete copy of the original that was submitted for recording
and
(2) if such copy is certified by the related Originator, delivery to the Trustee
or the Custodian, promptly upon receipt thereof of either the original or a
copy
of such document certified by the applicable public recording office to be
a
true and complete copy of the original. The Servicer or the Depositor shall
deliver or cause to be delivered to the Trustee or the Custodian promptly upon
receipt thereof any other documents constituting a part of a Mortgage File
received with respect to any Mortgage Loan, including, but not limited to,
any
original documents evidencing an assumption or modification of any Mortgage
Loan.
Upon
discovery or receipt of notice of any materially defective document in, or
that
a document is missing from, a Mortgage File, the Trustee shall enforce the
obligations of the related Originator under the related Master Agreement to
cure
such defect or deliver such missing document to the Trustee or the Custodian
within 90 days. If such Originator does not cure such defect or deliver such
missing document within such time period, the Trustee shall use commercially
reasonable efforts to enforce the obligations of such Originator to either
repurchase or substitute for such Mortgage Loan in accordance with Section
2.03;
provided, however, that the Trustee shall not be under any obligation to take
any action pursuant to this paragraph unless directed by the Depositor and
provided, further, the Depositor hereby agrees to assist the Trustee in
enforcing any obligations of either Originator to repurchase or substitute
for a
Mortgage Loan which has breached a representation or warranty under the related
Assignment Agreement. In connection with the foregoing, it is understood that
the Trustee shall have no duty to discover any such defects except in the course
of performing its review of the Mortgage Files to the extent set forth
herein.
Except
with respect to any Mortgage Loan for which MERS is identified on the Mortgage,
the Trustee shall enforce the obligations of each Originator under the related
Master Agreement to cause the Assignments which were delivered in blank to
be
completed and to record all Assignments referred to in Section 2.01(iii) hereof
and, to the extent necessary, in Section 2.01(iv) hereof. The Trustee shall
enforce the obligations of each Originator under the related Master Agreement
to
deliver such assignments for recording within 180 days of the Closing Date.
In
the event that any such Assignment is lost or returned unrecorded because of
a
defect therein, the Trustee shall enforce the obligations of each Originator
under the related Master Agreement to promptly have a substitute Assignment
prepared or have such defect cured, as the case may be, and thereafter cause
each such Assignment to be duly recorded.
Notwithstanding
the foregoing, for administrative convenience and facilitation of servicing
and
to reduce closing costs, the Assignments shall not be required to be submitted
for recording (except with respect to any Mortgage Loan located in Maryland)
unless the Trustee and the Depositor receive notice that such failure to record
would result in a withdrawal or a downgrading by any Rating Agency of the rating
on any Class of Certificates; provided, however, each Assignment, except with
respect to any Mortgage Loan for which MERS is identified on the Mortgage,
shall
be submitted for recording in the manner described above, at no expense to
the
Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction
by the Holders of Certificates entitled to at least 25% of the Voting Rights,
(ii) the occurrence of a Servicer Event of Termination, (iii) the occurrence
of
a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the
occurrence of a servicing transfer as described in Section 7.02 hereof, (v)
upon
receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency
or foreclosure relating to the Mortgagor under the related Mortgage and (vi)
upon receipt of notice from the Servicer, any Mortgage Loan that is 90 days
or
more Delinquent. In the event of (i) through (vi) set forth in the immediately
preceding sentence, the Trustee shall enforce the obligations of the related
Originator to deliver such Assignments for recording as provided above, promptly
and in any event within 30 days following receipt of notice by the related
Originator. Notwithstanding the foregoing, if the related Originator fails
to
pay the cost of recording the Assignments, such expense will be paid by the
Trustee and the Trustee shall be reimbursed for such expenses by the Trust.
In
the event an Assignment is not recorded, neither the Trustee nor the Servicer
will have any liability for its failure to act on notices that were not received
and would have been had such Assignment been recorded, except, in the case
of
the Trustee, with respect to Mortgage Loans that are subject to provisions
(i)
through (vi) set forth in this paragraph, if the Trustee shall have failed
to
timely request the related Originator to cause such Assignments to be
recorded.
The
Servicer shall forward to the Custodian original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan
entered into in accordance with this Agreement within two weeks of their
execution; provided, however, that the Servicer shall provide the Custodian
with
a certified true copy of any such document submitted for recordation within
two
weeks of its execution, and shall provide the original of any document submitted
for recordation or a copy of such document certified by the appropriate public
recording office to be a true and complete copy of the original within 365
days
of its submission for recordation. In the event that the Servicer cannot provide
a copy of such document certified by the public recording office within such
365
day period, the Servicer shall deliver to the Custodian, within such 365 day
period, an Officers’ Certificate of the Servicer which shall (A) identify the
recorded document, (B) state that the recorded document has not been delivered
to the Custodian due solely to a delay caused by the public recording office,
(C) state the amount of time generally required by the applicable recording
office to record and return a document submitted for recordation, if known
and
(D) specify the date the applicable recorded document is expected to be
delivered to the Custodian, and, upon receipt of a copy of such document
certified by the public recording office, the Servicer shall immediately deliver
such document to the Custodian. In the event the appropriate public recording
office will not certify as to the accuracy of such document, the Servicer shall
deliver a copy of such document certified by an officer of the Servicer to
be a
true and complete copy of the original to the Custodian.
The
parties hereto understand and agree that it is not intended that any Mortgage
Loan be included in the Trust that is a “High-Cost Home Loan” as defined by the
Homeownership and Equity Protection Act of 1994 or any other applicable
predatory or abusive lending laws.
The
Depositor hereby directs the Trustee to execute, deliver and perform its
obligations under the Interest Rate Swap Agreement (in its capacity as
Supplemental Interest Trust Trustee). The Depositor, the Servicer and the
Holders of the Floating Rate Certificates by their acceptance of such
Certificates acknowledge and agree that the Trustee shall execute, deliver
and
perform its obligations under the Interest Rate Swap Agreement and shall do
so
solely in its capacity as Supplemental Interest Trust Trustee and not in its
individual capacity. Every provision of this Agreement relating to the conduct
or affecting the liability of or affording protection to the Trustee shall
apply
to the Trustee’s execution of the Interest Rate Swap Agreement, and the
performance of its duties and satisfaction of its obligations
thereunder.
| SECTION 2.02 |
Acceptance
by Trustee.
|
Subject
to the provisions of Section 2.01 and subject to the review described below
and
any exceptions noted on the exception report described in the next paragraph
below, the Trustee acknowledges receipt of the documents referred to in Section
2.01 above and all other assets included in the definition of “Trust Fund” and
declares that it holds and will hold such documents and the other documents
delivered to it constituting a Mortgage File, and that it holds or will hold
all
such assets and such other assets included in the definition of “Trust Fund” in
trust for the exclusive use and benefit of all present and future
Certificateholders.
The
Trustee agrees to execute and deliver (or cause the Custodian to execute and
deliver) to the Depositor and the Servicer on or prior to the Closing Date
an
acknowledgment of receipt of the related original Mortgage Note for each
Mortgage Loan (with any exceptions noted), substantially in the form attached
as
Exhibit F-3 hereto.
The
Trustee agrees, for the benefit of the Certificateholders, to review, or that
it
has reviewed pursuant to Section 2.01 (or to cause the Custodian to review
or
that it has caused the Custodian to have reviewed) each Mortgage File on or
prior to the Closing Date, with respect to each Mortgage Loan (or, with respect
to any document delivered after the Startup Day, within 45 days of receipt
and
with respect to any Qualified Substitute Mortgage Loan, within 45 days after
the
assignment thereof). The Trustee further agrees, for the benefit of the
Certificateholders, to certify to the Depositor and the Servicer in
substantially the form attached hereto as Exhibit F-1, within 45 days after
the
Closing Date, with respect to each Mortgage Loan (or, with respect to any
document delivered after the Startup Day, within 45 days of receipt and with
respect to any Qualified Substitute Mortgage, within 45 days after the
assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan
specifically identified in the exception report annexed thereto as not being
covered by such certification), (i) all documents required to be delivered
to it
pursuant to Section 2.01 of this Agreement are in its possession, (ii) such
documents have been reviewed by it and have not been mutilated, damaged or
torn
and appear on their face to relate to such Mortgage Loan and (iii) based on
its
examination and only as to the foregoing, the information set forth in the
Mortgage Loan Schedule that corresponds to items (1) and (3) of the Mortgage
Loan Schedule accurately reflects information set forth in the Mortgage File.
It
is herein acknowledged that, in conducting such review, the Trustee (or the
Custodian, as applicable) is under no duty or obligation to inspect, review
or
examine any such documents, instruments, certificates or other papers to
determine that they are genuine, legally enforceable, valid or binding or
appropriate for the represented purpose or that they have actually been recorded
or that they are other than what they purport to be on their face.
Prior
to
the first anniversary date of this Agreement the Trustee shall deliver (or
cause
the Custodian to deliver) to the Depositor and the Servicer a final
certification in the form annexed hereto as Exhibit F-2, with any applicable
exceptions noted thereon.
If
in the
process of reviewing the Mortgage Files and making or preparing, as the case
may
be, the certifications referred to above, the Trustee (or the Custodian, as
applicable) finds any document or documents constituting a part of a Mortgage
File to be missing or not to conform with respect to any characteristics which
are within the scope of the Trustee’s (or the Custodian’s, as applicable) review
as provided herein, at the conclusion of its review, the Trustee shall so notify
the Seller, the Depositor, the related Originator and the Servicer. In addition,
upon the discovery by the Depositor or the Servicer (or upon receipt by the
Trustee of written notification of such breach) of a breach of any of the
representations and warranties made by an Originator in the related Master
Agreement or the Seller in the related Assignment Agreement in respect of any
Mortgage Loan which materially adversely affects such Mortgage Loan or the
interests of the Certificateholders in such Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties to this
Agreement.
The
Depositor and the Trustee intend that the assignment and transfer herein
contemplated constitute a sale of the Mortgage Loans, the related Mortgage
Notes
and the related documents, conveying good title thereto free and clear of any
liens and encumbrances, from the Depositor to the Trustee in trust for the
benefit of the Certificateholders and that such property not be part of the
Depositor’s estate or property of the Depositor in the event of any insolvency
by the Depositor. In the event that such conveyance is deemed to be, or to
be
made as security for, a loan, the parties intend that the Depositor shall be
deemed to have granted and does hereby grant to the Trustee a first priority
perfected security interest in all of the Depositor’s right, title and interest
in and to the Mortgage Loans, the related Mortgage Notes and the related
documents, and that this Agreement shall constitute a security agreement under
applicable law.
| SECTION 2.03 |
Repurchase
or Substitution of Mortgage Loans by an Originator or the
Seller.
|
(a) Upon
discovery or receipt of written notice of any materially defective document
in,
or that a document is missing from, a Mortgage File or of the breach by an
Originator or the Seller, as applicable, of any representation, warranty or
covenant under a Master Agreement or an Assignment Agreement, as applicable,
in
respect of any Mortgage Loan which materially adversely affects the value of
such Mortgage Loan or the interest therein of the Certificateholders, the
Trustee shall request that the related Originator deliver such missing document
or that the Originator or the Seller cure such defect or breach within 90 days
from the date such Originator or the Seller was notified of such missing
document, defect or breach, and if such Originator or the Seller does not
deliver such missing document or cure such defect or breach in all material
respects during such period, the Trustee shall enforce (in the manner set forth
in Section 2.01) such Originator’s obligation under the related Master Agreement
or the Seller’s obligation under the related Assignment Agreement and notify
such Originator or the Seller, as applicable, of its obligation to repurchase
such Mortgage Loan from the Trust Fund at the Purchase Price on or prior to
the
Determination Date following the expiration of such 90 day period (subject
to
Section 2.03(e)). The Purchase Price for the repurchased Mortgage Loan shall
be
remitted to the Servicer for deposit in the Collection Account, and the Trustee,
upon receipt of written certification from the Servicer of such deposit, shall
release to the related Originator or the Seller, as applicable, the related
Mortgage File and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the related Originator or the
Seller, as applicable, shall furnish to it and as shall be necessary to vest
in
the related Originator or Seller, as applicable, any Mortgage Loan released
pursuant hereto and the Trustee shall have no further responsibility with regard
to such Mortgage File (it being understood that the Trustee shall have no
responsibility for determining the sufficiency of such assignment for its
intended purpose). In lieu of repurchasing any such Mortgage Loan as provided
above, an Originator or the Seller, as applicable, may cause such Mortgage
Loan
to be removed from the Trust Fund (in which case it shall become a Deleted
Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans
in
the manner and subject to the limitations set forth in Section 2.03(d);
provided, however, the Seller may not substitute for any Mortgage Loan which
breaches a representation or warranty regarding abusive or predatory lending
laws. In furtherance of the foregoing, if an Originator or the Seller, as
applicable, is not a member of MERS and repurchases a Mortgage Loan which is
registered on the MERS® System, such Originator or the Seller, as applicable, at
its own expense and without any right of reimbursement, shall cause MERS to
execute and deliver an assignment of the Mortgage in recordable form to transfer
the Mortgage from MERS to such Originator or the Seller, as applicable, and
shall cause such Mortgage to be removed from registration on the MERS® System in
accordance with MERS’ rules and regulations. It is understood and agreed that
the obligation of an Originator or the Seller, as applicable, to cure or to
repurchase (or to substitute for) any Mortgage Loan as to which a document
is
missing, a material defect in a constituent document exists or as to which
such
a breach has occurred and is continuing shall constitute the sole remedy against
either Originator or the Seller, as applicable, respecting such omission, defect
or breach available to the Trustee on behalf of the
Certificateholders.
(b) Within
90
days of the earlier of discovery by the Depositor or receipt of notice by the
Depositor of the breach of any representation, warranty or covenant of the
Depositor set forth in Section 2.06, which materially and adversely affects
the
interests of the Certificateholders in any Mortgage Loan, the Depositor shall
cure such breach in all material respects.
(c) Within
90
days of the earlier of discovery by the Servicer or receipt of notice by the
Servicer of the breach of any representation, warranty or covenant of the
Servicer set forth in Section 2.05 which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the Servicer shall
cure such breach in all material respects.
(d) Any
substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
made pursuant to Section 2.03(a) must be effected prior to the last Business
Day
that is within two years after the Closing Date. As to any Deleted Mortgage
Loan
for which the Originator or the Seller, as applicable, substitutes a Qualified
Substitute Mortgage Loan or Loans, such substitution shall be effected by the
related Originator or the Seller, as applicable, delivering to the Trustee,
for
such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the
Mortgage and the Assignment to the Trustee, and such other documents and
agreements, with all necessary endorsements thereon, as are required by Section
2.01, together with an Officers’ Certificate providing that each such Qualified
Substitute Mortgage Loan satisfies the definition thereof and specifying the
Substitution Adjustment (as described below), if any, in connection with such
substitution. The Trustee shall acknowledge receipt for such Qualified
Substitute Mortgage Loan or Loans and, within 45 days thereafter, shall review
such documents as specified in Section 2.02 and deliver to the Servicer, with
respect to such Qualified Substitute Mortgage Loan or Loans, a certification
substantially in the form attached hereto as Exhibit F-1, with any applicable
exceptions noted thereon. Within one year of the date of substitution, the
Trustee shall deliver to the Servicer a certification substantially in the
form
of Exhibit F-2 hereto with respect to such Qualified Substitute Mortgage Loan
or
Loans, with any applicable exceptions noted thereon. Monthly Payments due with
respect to Qualified Substitute Mortgage Loans in the month of substitution
are
not part of the Trust Fund and will be retained by the related Originator or
the
Seller, as applicable. For the month of substitution, distributions to
Certificateholders will reflect the collections and recoveries in respect of
such Deleted Mortgage Loan in the Due Period preceding the month of substitution
and the related Originator or the Seller, as applicable, shall thereafter be
entitled to retain all amounts subsequently received in respect of such Deleted
Mortgage Loan. The Servicer shall give or cause to be given written notice
to
the Trustee, who shall forward such notice to the Certificateholders, that
such
substitution has taken place, shall amend the Mortgage Loan Schedule to reflect
the removal of such Deleted Mortgage Loan from the terms of this Agreement
and
the substitution of the Qualified Substitute Mortgage Loan or Loans and shall
deliver a copy of such amended Mortgage Loan Schedule to the Trustee. Upon
such
substitution by an Originator or the Seller, as applicable, such Qualified
Substitute Mortgage Loan or Loans shall constitute part of the Mortgage Pool
and
shall be subject in all respects to the terms of this Agreement and the related
Assignment Agreement, including all applicable representations and warranties
thereof included in such Assignment Agreement as of the date of
substitution.
For
any
month in which an Originator or the Seller, as applicable, substitutes one
or
more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans,
the Servicer will determine the amount (the “Substitution Adjustment”), if any,
by which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds
the aggregate, as to each such Qualified Substitute Mortgage Loan, of the Stated
Principal Balance thereof as of the date of substitution, together with one
month’s interest on such Stated Principal Balance at the applicable Mortgage
Rate. On the date of such substitution, the related Originator or the Seller,
as
applicable, will deliver or cause to be delivered to the Servicer for deposit
in
the Collection Account an amount equal to the Substitution Adjustment, if any,
and the Trustee, upon receipt of the related Qualified Substitute Mortgage
Loan
or Loans and certification by the Servicer of such deposit, shall release to
the
related Originator or the Seller, as applicable, the related Mortgage File
or
Files and shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, as the related Originator or the Seller, as
applicable, shall deliver to it and as shall be necessary to vest therein any
Deleted Mortgage Loan released pursuant hereto.
In
addition, pursuant to the terms of the related Assignment Agreement, the related
Originator or the Seller, as applicable, shall obtain at its own expense and
deliver to the Trustee an Opinion of Counsel to the effect that such
substitution will not cause (a) any federal tax to be imposed on the Trust
Fund,
including without limitation, any federal tax imposed on “prohibited
transactions” under Section 860F(a)(I) of the Code or on “contributions after
the startup date” under Section 860G(d)(I) of the Code or (b) any REMIC to fail
to qualify as a REMIC at any time that any Certificate is outstanding. If such
Opinion of Counsel can not be delivered, then such substitution may only be
effected at such time as the required Opinion of Counsel can be
given.
(e) Upon
discovery by the Depositor, the Servicer or the Trustee that any Mortgage Loan
does not constitute a “qualified mortgage” within the meaning of Section
860G(a)(3) of the Code, the party discovering such fact shall within two
Business Days give written notice thereof to the other parties hereto. In
connection therewith, the related Originator or the Depositor, as the case
may
be, shall repurchase or, subject to the limitations set forth in Section
2.03(d), substitute one or more Qualified Substitute Mortgage Loans for the
affected Mortgage Loan within 90 days of the earlier of discovery or receipt
of
such notice with respect to such affected Mortgage Loan. Such repurchase or
substitution shall be made (i) by the related Originator if the affected
Mortgage Loan’s status as a non-qualified mortgage is or results from a breach
of any representation, warranty or covenant made by the related Originator
under
the related Assignment Agreement or (ii) the Depositor, if the affected Mortgage
Loan’s status as a non-qualified mortgage is a breach of any representation or
warranty of the Depositor set forth in Section 2.06, or if its status as a
non-qualified mortgage is a breach of no representation or warranty. Any such
repurchase or substitution shall be made in the same manner as set forth in
Section 2.03(a) or 2.03(d), if made by an Originator, or Section 2.03(b), if
made by the Depositor. The Trustee shall reconvey to the Depositor or the
related Originator, as the case may be, the Mortgage Loan to be released
pursuant hereto in the same manner, and on the same terms and conditions, as
it
would a Mortgage Loan repurchased for breach of a representation or
warranty.
(f) Upon
discovery or receipt of written notice of a breach by the Seller of any
representation, warranty or covenant made by the Seller under the Assignment
Agreement in respect of any Mortgage Loan which materially adversely affects
the
value of such Mortgage Loan or the interest therein of the Certificateholders,
and if either (i) such Mortgage Loan is not in breach of any representation,
warranty or covenant of the related Originator or (ii) the related Originator
has failed to remedy such representation, warranty or covenant with respect
to
such Mortgage Loan, then the Trustee shall enforce the obligation of the Seller
to remedy such breach, to the extent provided in the Assignment Agreement,
in
the manner and within the time periods set forth in the Assignment
Agreement.
| SECTION 2.04 |
[Reserved].
|
| SECTION 2.05 |
Representations,
Warranties and Covenants of the
Servicer.
|
The
Servicer hereby represents, warrants and covenants to the Trustee, for the
benefit of each of the Trustee and the Certificateholders and to the Depositor
that as of the Closing Date or as of such date specifically provided
herein:
(i) The
Servicer is a limited partnership duly formed, validly existing and in good
standing as a limited partnership under the laws of the State of Delaware and
is
duly authorized and qualified to transact any and all business contemplated
by
this Agreement to be conducted by the Servicer in any state in which a Mortgaged
Property is located or is otherwise not required under applicable law to effect
such qualification and, in any event, is in compliance with the doing business
laws of any such State, to the extent necessary to ensure its ability to enforce
each Mortgage Loan and to service the Mortgage Loans in accordance with the
terms of this Agreement;
(ii) The
Servicer has the full power and authority to conduct its business as presently
conducted by it and to execute, deliver and perform, and to enter into and
consummate, all transactions contemplated by this Agreement. The Servicer has
duly authorized the execution, delivery and performance of this Agreement,
has
duly executed and delivered this Agreement, and this Agreement, assuming due
authorization, execution and delivery by the Depositor and the Trustee,
constitutes a legal, valid and binding obligation of the Servicer, enforceable
against it in accordance with its terms except as the enforceability thereof
may
be limited by bankruptcy, insolvency, reorganization or similar laws affecting
the enforcement of creditors’ rights generally and by general principles of
equity;
(iii) The
execution and delivery of this Agreement by the Servicer, the servicing of
the
Mortgage Loans by the Servicer hereunder, the consummation by the Servicer
of
any other of the transactions herein contemplated, and the fulfillment of or
compliance with the terms hereof are in the ordinary course of business of
the
Servicer and will not (A) result in a breach of any term or provision of the
limited partnership agreement of the Servicer or (B) conflict with, result
in a
breach, violation or acceleration of, or result in a default under, the terms
of
any other material agreement or instrument to which the Servicer is a party
or
by which it may be bound, or any statute, order or regulation applicable to
the
Servicer of any court, regulatory body, administrative agency or governmental
body having jurisdiction over the Servicer; and the Servicer is not a party
to,
bound by, or in breach or violation of any indenture or other agreement or
instrument, or subject to or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it, which materially and adversely affects or, to the
Servicer’s knowledge, would in the future materially and adversely affect, (x)
the ability of the Servicer to perform its obligations under this Agreement,
(y)
the business, operations, financial condition, properties or assets of the
Servicer taken as a whole or (z) the legality, validity or enforceability of
this Agreement;
(iv) The
Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211
of
the National Housing Act. No event has occurred, including but not limited
to a
change in insurance coverage, that would make the Servicer unable to comply
with
HUD eligibility requirements or that would require notification to
HUD;
(v) The
Servicer does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant made by it and contained in this
Agreement;
(vi) No
litigation is pending against the Servicer that would materially and adversely
affect the execution, delivery or enforceability of this Agreement or the
ability of the Servicer to service the Mortgage Loans or to perform any of
its
other obligations hereunder in accordance with the terms hereof;
(vii) There
are
no actions or proceedings against, or investigations known to it of, the
Servicer before any court, administrative or other tribunal (A) that might
prohibit its entering into this Agreement, (B) seeking to prevent the
consummation of the transactions contemplated by this Agreement or (C) that
might prohibit or materially and adversely affect the performance by the
Servicer of its obligations under, or the validity or enforceability of, this
Agreement;
(viii) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Servicer
of,
or compliance by the Servicer with, this Agreement or the consummation by it
of
the transactions contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been obtained prior
to
the Closing Date;
(ix) [reserved];
(x) Neither
this Agreement nor any information, certificate of an officer, statement
furnished in writing or report delivered to the Trustee by the Servicer in
connection with the transactions contemplated hereby contains or will contain
any untrue statement of a material fact;
(xi) The
Servicer will not waive any Prepayment Charge unless it is waived in accordance
with the standard set forth in Section 3.01; and
(xii) The
Servicer has fully furnished and will continue to fully furnish, in accordance
with the Fair Credit Reporting Act and its implementing regulations, accurate
and complete information (e.g., favorable and unfavorable) on its borrower
credit files to Equifax, Experian and Trans Union Credit Information Company
or
their successors (the “Credit Repositories”) in a timely manner.
It
is
understood and agreed that the representations, warranties and covenants set
forth in this Section 2.05 shall survive delivery of the Mortgage Files to
the
Trustee and shall inure to the benefit of the Trustee, the Depositor and the
Certificateholders. Upon discovery by any of the Depositor, the Servicer or
the
Trustee of a breach of any of the foregoing representations, warranties and
covenants which materially and adversely affects the value of any Mortgage
Loan,
Prepayment Charge or the interests therein of the Certificateholders, the party
discovering such breach shall give prompt written notice (but in no event later
than two Business Days following such discovery) to the Servicer and the
Trustee. Notwithstanding the foregoing, within 90 days of the earlier of
discovery by the Servicer or receipt of notice by the Servicer of the breach
of
the representation or covenant of the Servicer set forth in Section 2.05(xi)
above which materially and adversely affects the interests of the Holders of
the
Class P Certificates in any Prepayment Charge, the Servicer must pay the amount
of such waived Prepayment Charge, for the benefit of the Holders of the Class
P
Certificates, by depositing such amount into the Collection Account. The
foregoing shall not, however, limit any remedies available to the
Certificateholders, the Depositor or the Trustee on behalf of the
Certificateholders, pursuant to the Master Agreements respecting a breach of
the
representations, warranties and covenants of the Originators.
| SECTION 2.06 |
Representations
and Warranties of the Depositor.
|
The
Depositor represents and warrants to the Trust, the Servicer and the Trustee
on
behalf of the Certificateholders as follows:
(i) This
agreement constitutes a legal, valid and binding obligation of the Depositor,
enforceable against the Depositor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors’ rights in general and except as such
enforceability may be limited by general principles of equity (whether
considered in a proceeding at law or in equity);
(ii) Immediately
prior to the sale and assignment by the Depositor to the Trustee on behalf
of
the Trust of each Mortgage Loan, the Depositor had good and marketable title
to
each Mortgage Loan (insofar as such title was conveyed to it by the Seller)
subject to no prior lien, claim, participation interest, mortgage, security
interest, pledge, charge or other encumbrance or other interest of any
nature;
(iii) As
of the
Closing Date, the Depositor has transferred all right, title and interest in
the
Mortgage Loans to the Trustee on behalf of the Trust;
(iv) The
Depositor has not transferred the Mortgage Loans to the Trustee on behalf of
the
Trust with any intent to hinder, delay or defraud any of its
creditors;
(v) The
Depositor has been duly incorporated and is validly existing as a corporation
in
good standing under the laws of Delaware, with full corporate power and
authority to own its assets and conduct its business as presently being
conducted;
(vi) The
Depositor is not in violation of its articles of incorporation or by-laws or
in
default in the performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Depositor is a party
or
by which it or its properties may be bound, which default might result in any
material adverse changes in the financial condition, earnings, affairs or
business of the Depositor or which might materially and adversely affect the
properties or assets, taken as a whole, of the Depositor;
(vii) The
execution, delivery and performance of this Agreement by the Depositor, and
the
consummation of the transactions contemplated thereby, do not and will not
result in a material breach or violation of any of the terms or provisions
of,
or, to the knowledge of the Depositor, constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Depositor is a party or by which the Depositor is bound
or to which any of the property or assets of the Depositor is subject, nor
will
such actions result in any violation of the provisions of the articles of
incorporation or by-laws of the Depositor or, to the best of the Depositor’s
knowledge without independent investigation, any statute or any order, rule
or
regulation of any court or governmental agency or body having jurisdiction
over
the Depositor or any of its properties or assets (except for such conflicts,
breaches, violations and defaults as would not have a material adverse effect
on
the ability of the Depositor to perform its obligations under this
Agreement);
(viii) To
the
best of the Depositor’s knowledge without any independent investigation, no
consent, approval, authorization, order, registration or qualification of or
with any court or governmental agency or body of the United States or any other
jurisdiction is required for the issuance of the Certificates, or the
consummation by the Depositor of the other transactions contemplated by this
Agreement, except such consents, approvals, authorizations, registrations or
qualifications as (a) may be required under State securities or Blue Sky laws,
(b) have been previously obtained or (c) the failure of which to obtain would
not have a material adverse effect on the performance by the Depositor of its
obligations under, or the validity or enforceability of, this Agreement;
and
(ix) There
are
no actions, proceedings or investigations pending before or, to the Depositor’s
knowledge, threatened by any court, administrative agency or other tribunal
to
which the Depositor is a party or of which any of its properties is the subject:
(a) which if determined adversely to the Depositor would have a material adverse
effect on the business, results of operations or financial condition of the
Depositor; (b) asserting the invalidity of this Agreement or the Certificates;
(c) seeking to prevent the issuance of the Certificates or the consummation
by
the Depositor of any of the transactions contemplated by this Agreement, as
the
case may be; or (d) which might materially and adversely affect the performance
by the Depositor of its obligations under, or the validity or enforceability
of,
this Agreement.
| SECTION 2.07 |
Issuance
of Certificates.
|
The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
to it of the Mortgage Files, subject to the provisions of Sections 2.01 and
2.02, together with the assignment to it of all other assets included in the
Trust Fund, receipt of which is hereby acknowledged. Concurrently with such
assignment and delivery and in exchange therefor, the Trustee, pursuant to
the
written request of the Depositor executed by an officer of the Depositor, has
executed, authenticated and delivered to or upon the order of the Depositor,
the
Certificates in authorized denominations. The interests evidenced by the
Certificates constitute the entire beneficial ownership interest in the Trust
Fund.
| SECTION 2.08 |
[Reserved].
|
| SECTION 2.09 |
Conveyance
of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2, REMIC
3,
REMIC 4, REMIC 5, REMIC 6, REMIC 7, REMIC 8, REMIC 9, REMIC 10, REMIC
11,
REMIC 12, REMIC 13, REMIC 14, REMIC 15, REMIC 16 and REMIC 17 by
the
Trustee; Issuance of Certificates.
|
(a) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the assets
described in the definition of REMIC 1 for the benefit of the holders of the
REMIC 1 Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-1 Interest). The Trustee acknowledges
receipt of the assets described in the definition of REMIC 1 and declares that
it holds and will hold the same in trust for the exclusive use and benefit
of
the holders of the REMIC 1 Regular Interests and the Class R Certificates (in
respect of the Class R-1 Interest). The interests evidenced by the Class R-1
Interest, together with the REMIC 1 Regular Interests, constitute the entire
beneficial ownership interest in REMIC 1.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
1 Regular Interests for the benefit of the holders of the REMIC 2 Regular
Interests (which are uncertificated) and the Class R Certificates (in respect
of
the Class R-2 Interest). The Trustee acknowledges receipt of the REMIC 1 Regular
Interests and declares that it holds and will hold the same in trust for the
exclusive use and benefit of the holders of the REMIC 2 Regular Interests and
the Class R Certificates (in respect of the Class R-2 Interest). The interests
evidenced by the Class R-2 Interest, together with the REMIC 2 Regular
Interests, constitute the entire beneficial ownership interest in REMIC
2.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
2 Regular Interests (which are uncertificated) for the benefit of the Holders
of
the Regular Certificates (other than the Class M-5 Certificates, the Class
M-6
Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the Class
M-9 Certificates, the Class M-10 Certificates, the Class M-11 Certificates,
the
Class M-12 Certificates, the Class M-13 Certificates, the Class M-14
Certificates, the Class M-15 Certificates, the Class C Certificates or Class
P
Certificates), the
Class
M-5 Interest, the Class M-6 Interest, the Class M-7 Interest, the Class M-8
Interest, the Class M-9 Interest, the Class M-10 Interest, the Class M-11
Interest, the Class M-12 Interest, the Class M-13 Interest, the Class M-14
Interest, the Class M-15 Interest, the Class C Interest, the Class P Interest,
the Class IO Interest and
the
Class R Certificates (in respect of the Class R-3 Interest). The Trustee
acknowledges receipt of the REMIC 3 Regular Interests and declares that it
holds
and will hold the same in trust for the exclusive use and benefit of the Holders
of the Regular Certificates (other than the Class M-5 Certificates, the Class
M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the
Class M-9 Certificates, the Class M-10 Certificates, the Class M-11
Certificates, the Class M-12 Certificates, the Class M-13 Certificates, the
Class M-14 Certificates, the Class M-15 Certificates, the Class C Certificates
or Class P Certificates), the Class M-5 Interest, the Class M-6 Interest, the
Class M-7 Interest, the Class M-8 Interest, the Class M-9 Interest, the Class
M-10 Interest, the Class M-11 Interest, the Class M-12 Interest, the Class
M-13
Interest, the Class M-14 Interest, the Class M-15 Interest, the Class C
Interest, the Class P Interest, the Class IO Interest and the Class R
Certificates (in respect of the Class R-3 Interest). The interests evidenced
by
the Class R-3 Interest, together with the Regular Certificates (other than
the
Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates,
the Class M-8 Certificates, the Class M-9 Certificates, the Class M-10
Certificates, the Class M-11 Certificates, the Class M-12 Certificates, the
Class M-13 Certificates, the Class M-14 Certificates, the Class M-15
Certificates, the Class C Certificates or Class P Certificates), the Class
M-5
Interest, the Class M-6 Interest, the Class M-7 Interest, the Class M-8
Interest, the Class M-9 Interest, the Class M-10 Interest, the Class M-11
Interest, the Class M-12 Interest, the Class M-13 Interest, the Class M-14
Interest, the Class M-15 Interest, the Class C Interest, the Class P Interest
and the Class IO Interest constitute the entire beneficial ownership interest
in
REMIC 3.
(d) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
M-5 Interest (which is uncertificated) for the benefit of the Holders of the
Class M-5 Certificates and the Class R-X Certificates (in respect of the Class
R-4 Interest). The interests evidenced by the Class R-4 Interest, together
with
the Class M-5 Certificates, constitute the entire beneficial ownership interest
in REMIC 4.
(e) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
M-6 Interest (which is uncertificated) for the benefit of the Holders of the
Class M-6 Certificates and the Class R-X Certificates (in respect of the Class
R-5 Interest). The interests evidenced by the Class R-5 Interest, together
with
the Class M-6 Certificates, constitute the entire beneficial ownership interest
in REMIC 5.
(f) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
M-7 Interest (which is uncertificated) for the benefit of the Holders of the
Class M-7 Certificates and the Class R-X Certificates (in respect of the Class
R-6 Interest). The interests evidenced by the Class R-6 Interest, together
with
the Class M-7 Certificates, constitute the entire beneficial ownership interest
in REMIC 6.
(g) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
M-8 Interest (which is uncertificated) for the benefit of the Holders of the
Class M-8 Certificates and the Class R-X Certificates (in respect of the Class
R-7 Interest). The interests evidenced by the Class R-7 Interest, together
with
the Class M-8 Certificates, constitute the entire beneficial ownership interest
in REMIC 7.
(h) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
M-9 Interest (which is uncertificated) for the benefit of the Holders of the
Class M-9 Certificates and the Class R-X Certificates (in respect of the Class
R-8 Interest). The interests evidenced by the Class R-8 Interest, together
with
the Class M-9 Certificates, constitute the entire beneficial ownership interest
in REMIC 8.
(i) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
M-10 Interest (which is uncertificated) for the benefit of the Holders of the
Class M-10 Certificates and the Class R-X Certificates (in respect of the Class
R-9 Interest). The interests evidenced by the Class R-9 Interest, together
with
the Class M-10 Certificates, constitute the entire beneficial ownership interest
in REMIC 9.
(j) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
M-11 Interest (which is uncertificated) for the benefit of the Holders of the
Class M-11 Certificates and the Class R-X Certificates (in respect of the Class
R-10 Interest). The interests evidenced by the Class R-10 Interest, together
with the Class M-11 Certificates, constitute the entire beneficial ownership
interest in REMIC 10.
(k) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
M-12 Interest (which is uncertificated) for the benefit of the Holders of the
Class M-12 Certificates and the Class R-X Certificates (in respect of the Class
R-11 Interest). The interests evidenced by the Class R-11 Interest, together
with the Class M-12 Certificates, constitute the entire beneficial ownership
interest in REMIC 11.
(l) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
M-13 Interest (which is uncertificated) for the benefit of the Holders of the
Class M-13 Certificates and the Class R-X Certificates (in respect of the Class
R-12 Interest). The interests evidenced by the Class R-12 Interest, together
with the Class M-13 Certificates, constitute the entire beneficial ownership
interest in REMIC 12.
(m) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
M-14 Interest (which is uncertificated) for the benefit of the Holders of the
Class M-14 Certificates and the Class R-X Certificates (in respect of the Class
R-13 Interest). The interests evidenced by the Class R-13 Interest, together
with the Class M-14 Certificates, constitute the entire beneficial ownership
interest in REMIC 13.
(n) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
M-15 Interest (which is uncertificated) for the benefit of the Holders of the
Class M-15 Certificates and the Class R-X Certificates (in respect of the Class
R-14 Interest). The interests evidenced by the Class R-14 Interest, together
with the Class M-15 Certificates, constitute the entire beneficial ownership
interest in REMIC 14.
(o) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
C Interest (which is uncertificated) for the benefit of the Holders of the
Class
C Certificates and the Class R-X Certificates (in respect of the Class R-15
Interest). The Trustee acknowledges receipt of the Class C Interest and declares
that it holds and will hold the same in trust for the exclusive use and benefit
of the Holders of the Class C Certificates and the Class R-X Certificates (in
respect of the Class R-15 Interest). The interests evidenced by the Class R-15
Interest, together with the Class C Certificates, constitute the entire
beneficial ownership interest in REMIC 15.
(p) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
P Interest (which is uncertificated) for the benefit of the Holders of the
Class
P Certificates and the Class R-X Certificates (in respect of the Class R-16
Interest). The Trustee acknowledges receipt of the Class P Interest and declares
that it holds and will hold the same in trust for the exclusive use and benefit
of the Holders of the Class P Certificates and the Class R-X Certificates (in
respect of the Class R-16 Interest). The interests evidenced by the Class R-16
Interest, together with the Class P Certificates, constitute the entire
beneficial ownership interest in REMIC 16.
(q) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
IO Interest (which is uncertificated) for the benefit of the Holders of the
REMIC 17 Regular Interest SWAP IO and the Class R-X Certificates (in respect
of
the Class R-17 Interest). The Trustee acknowledges receipt of the Class IO
Interest and declares that it holds and will hold the same in trust for the
exclusive use and benefit of the Holders of the REMIC 17 Regular Interest SWAP
IO and the Class R-X Certificates (in respect of the Class R-17 Interest).
The
interests evidenced by the Class R-17 Interest, together with the REMIC 17
Regular Interest SWAP IO, constitute the entire beneficial ownership interest
in
REMIC 17.
(r) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC 1 and the
acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and
subsection (a) hereof, (ii) the assignment and delivery to the Trustee of REMIC
2 (including the Residual Interest therein represented by the Class R-2
Interest) and the acceptance by the Trustee thereof, pursuant to subsection
(b)
hereof, (iii) the assignment and delivery to the Trustee of REMIC 3 (including
the Residual Interest therein represented by the Class R-3 Interest) and the
acceptance by the Trustee thereof, pursuant to subsection (c) hereof, (iv)
the
assignment and delivery to the Trustee of REMIC 4 (including the Residual
Interest therein represented by the Class R-4 Interest) and the acceptance
by
the Trustee thereof, pursuant to subsection (d) hereof, (v) the assignment
and
delivery to the Trustee of REMIC 5 (including the Residual Interest therein
represented by the Class R-5 Interest) and the acceptance by the Trustee
thereof, pursuant to subsection (e) hereof, (vi) the assignment and delivery
to
the Trustee of REMIC 6 (including the Residual Interest therein represented
by
the Class R-6 Interest) and the acceptance by the Trustee thereof, pursuant
to
subsection (f) hereof, (vii) the assignment and delivery to the Trustee of
REMIC
7 (including the Residual Interest therein represented by the Class R-7
Interest) and the acceptance by the Trustee thereof, pursuant to subsection
(g)
hereof, (viii) the assignment and delivery to the Trustee of REMIC 8 (including
the Residual Interest therein represented by the Class R-8 Interest) and the
acceptance by the Trustee thereof, pursuant to subsection (h) hereof, (ix)
the
assignment and delivery to the Trustee of REMIC 9 (including the Residual
Interest therein represented by the Class R-9 Interest) and the acceptance
by
the Trustee thereof, pursuant to subsection (i) hereof, (x) the assignment
and
delivery to the Trustee of REMIC 10 (including the Residual Interest therein
represented by the Class R-10 Interest) and the acceptance by the Trustee
thereof, pursuant to subsection (j) hereof, (xi) the assignment and delivery
to
the Trustee of REMIC 11 (including the Residual Interest therein represented
by
the Class R-11 Interest) and the acceptance by the Trustee thereof, pursuant
to
subsection (k) hereof, (xii) the assignment and delivery to the Trustee of
REMIC
12 (including the Residual Interest therein represented by the Class R-12
Interest) and the acceptance by the Trustee thereof, pursuant to subsection
(l)
hereof, (xiii) the assignment and delivery to the Trustee of REMIC 13 (including
the Residual Interest therein represented by the Class R-13 Interest) and the
acceptance by the Trustee thereof, pursuant to subsection (m) hereof, (xiv)
the
assignment and delivery to the Trustee of REMIC 14 (including the Residual
Interest therein represented by the Class R-14 Interest) and the acceptance
by
the Trustee thereof, pursuant to subsection (n) hereof, (xv) the assignment
and
delivery to the Trustee of REMIC 15 (including the Residual Interest therein
represented by the Class R-15 Interest) and the acceptance by the Trustee
thereof, pursuant to subsection (o) hereof, (xvi) the assignment and delivery
to
the Trustee of REMIC 16 (including the Residual Interest therein represented
by
the Class R-16 Interest) and the acceptance by the Trustee thereof, pursuant
to
subsection (p) hereof, (xvii) the assignment and delivery to the Trustee of
REMIC 17 (including the Residual Interest therein represented by the Class
R-17
Interest) and the acceptance by the Trustee thereof, pursuant to subsection
(q)
hereof, the Trustee, pursuant to the written request of the Depositor executed
by an officer of the Depositor, has executed, authenticated and delivered to
or
upon the order of the Depositor, (A) the Class R Certificates in authorized
denominations evidencing the Class R-1 Interest, the Class R-2 Interest and
the
Class R-3 Interest and (B) the Class R-X Certificates in authorized
denominations evidencing the Class R-4 Interest, the Class R-5 Interest, Class
R-6 Interest, the Class R-7 Interest, the Class R-8 Interest, the Class R-9
Interest, the Class R-10 Interest, the Class R-11 Interest, the Class R-12
Interest, the Class R-13 Interest, the Class R-14 Interest, the Class R-15
Interest, the Class R-16 Interest and the Class R-17 Interest.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
| SECTION 3.01 |
Servicer
to Act as Servicer.
|
The
Mortgage Loans shall be serviced and administered by the Servicer on behalf
of
the Trust and in the best interests of and for the benefit of the
Certificateholders (as determined by the Servicer in its reasonable judgment)
in
accordance with the terms of this Agreement, and, to the extent consistent
with
such terms, in the same manner in which it services and administers similar
mortgage loans for its own portfolio, giving due consideration to customary
and
usual standards of practice of mortgage lenders and loan servicers administering
similar mortgage loans but without regard to:
(1) any
relationship that the Servicer, any Sub-Servicer or any Affiliate of the
Servicer or any Sub-Servicer may have with the related Mortgagor;
(2) the
ownership or non-ownership of any Certificate by the Servicer or any Affiliate
of the Servicer;
(3) the
Servicer’s obligation to make Advances or Servicing Advances; or
(4) the
Servicer’s or any Sub-Servicer’s right to receive compensation for its services
hereunder or with respect to any particular transaction.
To
the
extent consistent with the foregoing, the Servicer (a) shall seek the timely
and
complete recovery of principal and interest on the Mortgage Notes and (b) shall
waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the
following circumstances: (i) such waiver is standard and customary in servicing
similar Mortgage Loans and (ii) such waiver relates to a default or a reasonably
foreseeable default and would, in the reasonable judgment of the Servicer,
maximize recovery of total proceeds taking into account the value of such
Prepayment Charge and the related Mortgage Loan or (iii) the collection of
such
Prepayment Charge is prohibited by applicable law or (iv) the Prepayment Charge
payable under the terms of the Mortgage Note is less than the amount of the
Prepayment Charge set forth in the Prepayment Charge Schedule or other
information provided to the Servicer. If a Prepayment Charge is waived as
permitted by meeting the standards described in clauses (iii) or (iv) above,
then the Servicer shall work with the Depositor to enforce the obligations
of
the related Originator under the related Master Agreement to pay the amount
of
such waived Prepayment Charge, for the benefit of the Holders of the Class
P
Certificates. If a Prepayment Charge is waived other than as permitted by
meeting the standards described above, then as a remedy for the breach of such
covenant, the Servicer shall to pay the amount of such waived Prepayment Charge,
for the benefit of the Holders of the Class P Certificates, by depositing such
amount into the Collection Account together with and at the time that the amount
prepaid on the related Mortgage Loan is required to be deposited into the
Collection Account. Notwithstanding any other provisions of this Agreement,
any
payments made by the Servicer in respect of any Prepayment Charges waived other
than as permitted above shall be deemed to be paid outside of the Trust
Fund.
Subject
only to the above-described servicing standards and the terms of this Agreement
and of the Mortgage Loans, the Servicer shall have full power and authority,
acting alone or through Sub-Servicers as provided in Section 3.02, to do or
cause to be done any and all things in connection with such servicing and
administration which it may deem necessary or desirable. Without limiting the
generality of the foregoing, the Servicer in its own name, in the name of a
Sub-Servicer or in the name of the Trustee, is hereby authorized and empowered
by the Trustee when the Servicer believes it appropriate in its best judgment
in
accordance with the servicing standards set forth above, to execute and deliver,
on behalf of the Certificateholders and the Trustee, and upon notice to the
Trustee, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge, and all other comparable instruments, with respect
to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee and Certificateholders. The Servicer shall
service and administer the Mortgage Loans in accordance with applicable state
and federal law and shall provide to the Mortgagors any reports required to
be
provided to them thereby. The Servicer shall also comply in the performance
of
this Agreement with all reasonable rules and requirements of each insurer under
any standard hazard insurance policy. Subject to Section 3.17, within 15 days
of
the Closing Date, the Trustee shall execute, at the written request of the
Servicer, and furnish to the Servicer and any Sub-Servicer a limited power
of
attorney in the form of Exhibit I, executed by each payee or last endorsee,
as
applicable, of each of the Mortgage Notes and each mortgagee or last assignee,
as applicable, of each of the Mortgages and other documents necessary or
appropriate to enable the Servicer or any Sub-Servicer to carry out their
servicing and administrative duties hereunder; provided,
such
limited powers of attorney or other documents shall be prepared by the Servicer
and submitted to the Trustee for execution. The Trustee shall not be liable
for
the actions of the Servicer or any Sub- Servicers under such powers of
attorney.
The
Servicer further is authorized and empowered by the Trustee, on behalf of the
Certificateholders and the Trustee, in its own name, when the Servicer believes
it is appropriate in its best judgment to register any Mortgage Loan on the
MERS® System, or cause the removal from the registration of any Mortgage Loan on
the MERS® System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording
of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any reasonable expenses incurred in connection with
the
actions described in the preceding sentence or as a result of MERS discontinuing
or becoming unable to continue operations in connection with the MERS® System,
shall be subject to withdrawal by the Servicer from the Collection
Account.
Subject
to Section 3.09 hereof, in accordance with the standards of the second preceding
paragraph, the Servicer, on escrowed accounts, shall advance or cause to be
advanced funds as necessary for the purpose of effecting the payment of taxes
and assessments on the Mortgaged Properties, which advances shall be Servicing
Advances reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11.
Any cost incurred by the Servicer or by Sub- Servicers in effecting the payment
of taxes and assessments on a Mortgaged Property shall not, for the purpose
of
calculating distributions to Certificateholders, be added to the unpaid
Principal Balance of the related Mortgage Loan, notwithstanding that the terms
of such Mortgage Loan so permit.
Notwithstanding
anything in this Agreement to the contrary, the Servicer may not make any future
advances with respect to a Mortgage Loan (except as provided in Section 4.04)
and the Servicer shall not (i) permit any modification with respect to any
Mortgage Loan that would change the Mortgage Rate, reduce or increase the
Principal Balance (except for reductions resulting from actual payments of
principal) or change the final maturity date on such Mortgage Loan (unless,
as
provided in Section 3.07, the Mortgagor is in default with respect to the
Mortgage Loan or such default is, in the judgment of the Servicer, reasonably
foreseeable) or (ii) permit any modification, waiver or amendment of any term
of
any Mortgage Loan that would both (A) effect an exchange or reissuance of such
Mortgage Loan under Section 1001 of the Code (or Treasury regulations
promulgated thereunder) and (B) cause any REMIC created hereunder to fail to
qualify as a REMIC under the Code or the imposition of any tax on “prohibited
transactions” or “contributions after the startup date” under the REMIC
Provisions.
| SECTION 3.02 |
Sub-Servicing
Agreements Between Servicer and Sub-
Servicers.
|
(a) The
Servicer may enter into Sub-Servicing Agreements with Sub- Servicers for the
servicing and administration of the Mortgage Loans; provided, however, that
such
agreements would not result in a withdrawal or a downgrading by any Rating
Agency of the rating on any Class of Certificates. The Trustee is hereby
authorized to acknowledge, at the request of the Servicer, any Sub-Servicing
Agreement that meets the requirements applicable to Sub-Servicing Agreements
set
forth in this Agreement and that is otherwise permitted under this Agreement.
No
such acknowledgment shall be deemed to imply that the Trustee has consented
to
any such Sub-Servicing Agreement, has passed upon whether such Sub-Servicing
Agreement meets the requirements applicable to Sub-Servicing Agreements set
forth in this Agreement or has passed upon whether such Sub-Servicing Agreement
is otherwise permitted under this Agreement.
Each
Sub-Servicer shall be (i) authorized to transact business in the state or states
where the related Mortgaged Properties it is to service are situated, if and
to
the extent required by applicable law to enable the Sub-Servicer to perform
its
obligations hereunder and under the Sub-Servicing Agreement and (ii) a ▇▇▇▇▇▇▇
Mac or ▇▇▇▇▇▇ Mae approved mortgage servicer. Each Sub-Servicing Agreement
must
impose on the Sub-Servicer requirements conforming to the provisions set forth
in Section 3.08 and provide for servicing of the Mortgage Loans consistent
with
the terms of this Agreement. The Servicer will examine each Sub-Servicing
Agreement and will be familiar with the terms thereof. The terms of any
Sub-Servicing Agreement will not be inconsistent with any of the provisions
of
this Agreement. The Servicer and the Sub- Servicers may enter into and make
amendments to the Sub-Servicing Agreements or enter into different forms of
Sub-Servicing Agreements; provided, however, that any such amendments or
different forms shall be consistent with and not violate the provisions of
this
Agreement, and that no such amendment or different form shall be made or entered
into which could be reasonably expected to be materially adverse to the
interests of the Certificateholders without the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights; provided, further,
that the consent of the Holders of Certificates entitled to at least 66% of
the
Voting Rights shall not be required (i) to cure any ambiguity or defect in
a
Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions
of
a Sub-Servicing Agreement, or (iii) to make any other provisions with respect
to
matters or questions arising under a Sub-Servicing Agreement, which, in each
case, shall not be inconsistent with the provisions of this Agreement. Any
variation without the consent of the Holders of Certificates entitled to at
least 66% of the Voting Rights from the provisions set forth in Section 3.08
relating to insurance or priority requirements of Sub-Servicing Accounts, or
credits and charges to the Sub-Servicing Accounts or the timing and amount
of
remittances by the Sub-Servicers to the Servicer, are conclusively deemed to
be
inconsistent with this Agreement and therefore prohibited. The Servicer shall
deliver to the Trustee copies of all Sub-Servicing Agreements, and any
amendments or modifications thereof, promptly upon the Servicer’s execution and
delivery of such instruments.
(b) As
part
of its servicing activities hereunder, the Servicer, for the benefit of the
Trustee and the Certificateholders, shall enforce the obligations of each
Sub-Servicer under the related Sub-Servicing Agreement, including, without
limitation, any obligation to make advances in respect of delinquent payments
as
required by a Sub-Servicing Agreement. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements, and the pursuit of other appropriate remedies, shall be in such
form
and carried out to such an extent and at such time as the Servicer, in its
good
faith business judgment, would require were it the owner of the related Mortgage
Loans. The Servicer shall pay the costs of such enforcement at its own expense,
and shall be reimbursed therefor only (i) from a general recovery resulting
from
such enforcement, to the extent, if any, that such recovery exceeds all amounts
due in respect of the related Mortgage Loans, or (ii) from a specific recovery
of costs, expenses or attorneys’ fees against the party against whom such
enforcement is directed.
| SECTION 3.03 |
Successor
Sub- Servicers.
|
The
Servicer shall be entitled to terminate any Sub-Servicing Agreement and the
rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
Agreement in accordance with the terms and conditions of such Sub-Servicing
Agreement. In the event of termination of any Sub-Servicer, all servicing
obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer
without any act or deed on the part of such Sub-Servicer or the Servicer, and
the Servicer either shall service directly the related Mortgage Loans or shall
enter into a Sub- Servicing Agreement with a successor Sub-Servicer which
qualifies under Section 3.02.
Any
Sub-Servicing Agreement shall include the provision that such agreement may
be
immediately terminated by the Servicer or the Trustee (if the Trustee is acting
as Servicer) without fee, in accordance with the terms of this Agreement, in
the
event that the Servicer (or the Trustee, if such party is then acting as
Servicer) shall, for any reason, no longer be the Servicer (including
termination due to a Servicer Event of Termination).
| SECTION 3.04 |
Liability
of the Servicer.
|
Notwithstanding
any Sub-Servicing Agreement or the provisions of this Agreement relating to
agreements or arrangements between the Servicer and a Sub-Servicer or reference
to actions taken through a Sub-Servicer or otherwise, the Servicer shall remain
obligated and primarily liable to the Trustee and the Certificateholders for
the
servicing and administering of the Mortgage Loans in accordance with the
provisions of Section 3.01 without diminution of such obligation or liability
by
virtue of such Sub-Servicing Agreements or arrangements or by virtue of
indemnification from the Sub-Servicer and to the same extent and under the
same
terms and conditions as if the Servicer alone were servicing and administering
the Mortgage Loans. The Servicer shall be entitled to enter into any agreement
with a Sub-Servicer for indemnification of the Servicer by such Sub-Servicer
and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.
| SECTION 3.05 |
No
Contractual Relationship Between Sub- Servicers and the Trustee or
Certificateholders.
|
Any
Sub-Servicing Agreement that may be entered into and any transactions or
services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
as such shall be deemed to be between the Sub-Servicer and the Servicer alone,
and the Trustee or Certificateholders shall not be deemed parties thereto and
shall have no claims, rights, obligations, duties or liabilities with respect
to
the Sub-Servicer except as set forth in Section 3.06. The Servicer shall be
solely liable for all fees owed by it to any Sub-Servicer, irrespective of
whether the Servicer’s compensation pursuant to this Agreement is sufficient to
pay such fees.
| SECTION 3.06 |
Assumption
or Termination of Sub-Servicing Agreements by
Trustee.
|
In
the
event the Servicer shall for any reason no longer be the servicer (including
by
reason of the occurrence of a Servicer Event of Termination), the Trustee shall
thereupon assume all of the rights and obligations of the Servicer under each
Sub-Servicing Agreement that the Servicer may have entered into, unless the
Trustee elects to terminate any Sub-Servicing Agreement in accordance with
its
terms as provided in Section 3.03. Upon such assumption, the Trustee (or the
successor servicer appointed pursuant to Section 7.02) shall be deemed, subject
to Section 3.03, to have assumed all of the departing Servicer’s interest
therein and to have replaced the departing Servicer as a party to each
Sub-Servicing Agreement to the same extent as if each Sub-Servicing Agreement
had been assigned to the assuming party, except that (i) the departing Servicer
shall not thereby be relieved of any liability or obligations under any
Sub-Servicing Agreement that arose before it ceased to be the Servicer and
(ii)
neither the Trustee nor any successor Servicer shall be deemed to have assumed
any liability or obligation of the Servicer that arose before it ceased to
be
the Servicer.
The
Servicer at its expense shall, upon request of the Trustee, deliver to the
assuming party all documents and records relating to each Sub-Servicing
Agreement and the Mortgage Loans then being serviced and an accounting of
amounts collected and held by or on behalf of it, and otherwise use its best
efforts to effect the orderly and efficient transfer of the Sub-Servicing
Agreements to the assuming party. All Servicing Transfer Costs shall be paid
by
the predecessor Servicer upon presentation of reasonable documentation of such
costs, and if such predecessor Servicer defaults in its obligation to pay such
costs, such costs shall be paid by the successor Servicer or the Trustee (in
which case the successor Servicer or the Trustee, as applicable, shall be
entitled to reimbursement therefor from the assets of the Trust).
| SECTION 3.07 |
Collection
of Certain Mortgage Loan Payments.
|
The
Servicer shall make reasonable efforts to collect all payments called for under
the terms and provisions of the Mortgage Loans, and shall, to the extent such
procedures shall be consistent with this Agreement and the terms and provisions
of any applicable insurance policies, follow such collection procedures as
it
would follow with respect to mortgage loans comparable to the Mortgage Loans
and
held for its own account. Consistent with the foregoing, the Servicer may in
its
discretion (i) waive any late payment charge or, if applicable, any penalty
interest, or (ii) extend the due dates for the Monthly Payments due on a
Mortgage Note for a period of not greater than 180 days; provided, however,
that
any extension pursuant to clause (ii) above shall not affect the amortization
schedule of any Mortgage Loan for purposes of any computation hereunder, except
as provided below. In connection with any such modification, the Servicer may
reimburse itself for any unpaid Advances or Servicing Advances with respect
to
such modified Mortgage Loan at the time of such modification, in accordance
with
Section 3.11(a) of this Agreement. In the event of any such arrangement pursuant
to clause (ii) above, the Servicer shall make timely advances on such Mortgage
Loan during such extension pursuant to Section 4.04 and in accordance with
the
amortization schedule of such Mortgage Loan without modification thereof by
reason of such arrangement. Notwithstanding the foregoing, in the event that
any
Mortgage Loan is in default or, in the judgment of the Servicer, such default
is
reasonably foreseeable, the Servicer, consistent with the standards set forth
in
Section 3.01, may also waive, modify or vary any term of such Mortgage Loan
(including modifications that would change the Mortgage Rate, forgive the
payment of principal or interest or extend the final maturity date of such
Mortgage Loan), accept payment from the related Mortgagor of an amount less
than
the Stated Principal Balance in final satisfaction of such Mortgage Loan, or
consent to the postponement of strict compliance with any such term or otherwise
grant indulgence to any Mortgagor (any and all such waivers, modifications,
variances, forgiveness of principal or interest, postponements, or indulgences
collectively referred to herein as “forbearance”). The Servicer’s analysis
supporting any forbearance and the conclusion that any forbearance meets the
standards of Section 3.01 shall be reflected in writing in the Mortgage File
or
the Servicer’s servicing records.
| SECTION 3.08 |
Sub-Servicing
Accounts.
|
In
those
cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a Sub-
Servicing Agreement, the Sub-Servicer will be required to establish and maintain
one or more accounts (collectively, the “Sub-Servicing Account”). The
Sub-Servicing Account shall be an Eligible Account and shall comply with all
requirements of this Agreement relating to the Collection Account. The
Sub-Servicer shall deposit in the clearing account in which it customarily
deposits payments and collections on mortgage loans in connection with its
mortgage loan servicing activities on a daily basis, and in no event more than
one Business Day after the Sub-Servicer’s receipt thereof, all proceeds of
Mortgage Loans received by the Sub-Servicer less its servicing compensation
to
the extent permitted by the Sub-Servicing Agreement, and shall thereafter
deposit such amounts in the Sub-Servicing Account, in no event more than two
Business Days after the receipt of such amounts. The Sub-Servicer shall
thereafter deposit such proceeds in the Collection Account or remit such
proceeds to the Servicer for deposit in the Collection Account not later than
two Business Days after the deposit of such amounts in the Sub-Servicing
Account. For purposes of this Agreement, the Servicer shall be deemed to have
received payments on the Mortgage Loans when the Sub-Servicer receives such
payments.
| SECTION 3.09 |
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
The
Servicer shall establish and maintain, or cause to be established and
maintained, one or more accounts (the “Servicing Accounts”), into which all
Escrow Payments shall be deposited and retained. Servicing Accounts shall be
Eligible Accounts. The Servicer shall deposit in the clearing account in which
it customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than one Business Day after the Servicer’s receipt thereof, all Escrow
Payments collected on account of the Mortgage Loans and shall thereafter deposit
such Escrow Payments in the Servicing Accounts, in no event more than two
Business Days after the receipt of such Escrow Payments, all Escrow Payments
collected on account of the Mortgage Loans for the purpose of effecting the
payment of any such items as required under the terms of this Agreement.
Withdrawals of amounts from a Servicing Account may be made only to (i) effect
payment of taxes, assessments, hazard insurance premiums, and comparable items
in a manner and at a time that assures that the lien priority of the Mortgage
is
not jeopardized (or, with respect to the payment of taxes, in a manner and
at a
time that avoids the loss of the Mortgaged Property due to a tax sale or the
foreclosure as a result of a tax lien); (ii) reimburse the Servicer (or a
Sub-Servicer to the extent provided in the related Sub-Servicing Agreement)
out
of related collections for any Servicing Advances made pursuant to Section
3.01
(with respect to taxes and assessments) and Section 3.14 (with respect to hazard
insurance); (iii) refund to Mortgagors any sums as may be determined to be
overages; (iv) pay interest, if required and as described below, to Mortgagors
on balances in the Servicing Account; or (v) clear and terminate the Servicing
Account at the termination of the Servicer’s obligations and responsibilities in
respect of the Mortgage Loans under this Agreement in accordance with Article
X.
In the event the Servicer shall deposit in a Servicing Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
such Servicing Account, any provision herein to the contrary notwithstanding.
The Servicer will be responsible for the administration of the Servicing
Accounts and will be obligated to make Servicing Advances to such accounts
when
and as necessary to avoid the lapse of insurance coverage on the Mortgaged
Property, or which the Servicer knows, or in the exercise of the required
standard of care of the Servicer hereunder should know, is necessary to avoid
the loss of the Mortgaged Property due to a tax sale or the foreclosure as
a
result of a tax lien. If any such payment has not been made and the Servicer
receives notice of a tax lien with respect to the Mortgage being imposed, the
Servicer will, promptly and to the extent required to avoid loss of the
Mortgaged Property, advance or cause to be advanced funds necessary to discharge
such lien on the Mortgaged Property. As part of its servicing duties, the
Servicer or Sub- Servicers shall pay to the Mortgagors interest on funds in
the
Servicing Accounts, to the extent required by law and, to the extent that
interest earned on funds in the Servicing Accounts is insufficient, to pay
such
interest from its or their own funds, without any reimbursement therefor. The
Servicer may pay to itself any excess interest on funds in the Servicing
Accounts, to the extent such action is in conformity with the servicing standard
set forth in Section 3.01, is permitted by law and such amounts are not required
to be paid to Mortgagors or used for any of the other purposes set forth
above.
| SECTION 3.10 |
Collection
Account and Distribution Account.
|
(a) On
behalf
of the Trust Fund, the Servicer shall establish and maintain, or cause to be
established and maintained, one or more accounts (such account or accounts,
the
“Collection Account”), held in trust for the benefit of the Trustee and the
Certificateholders. On behalf of the Trust Fund, the Servicer shall deposit
or
cause to be deposited in the clearing account in which it customarily deposits
payments and collections on mortgage loans in connection with its mortgage
loan
servicing activities on a daily basis, and in no event more than one Business
Day after the Servicer’s receipt thereof, and shall thereafter deposit in the
Collection Account, in no event more than two Business Days after the Servicer’s
receipt thereof, as and when received or as otherwise required hereunder, the
following payments and collections received or made by it subsequent to the
Cut-off Date (other than in respect of principal or interest on the Mortgage
Loans due on or before the Cut-off Date) or payments (other than Principal
Prepayments) received by it on or prior to the Cut-off Date but allocable to
a
Due Period subsequent thereto:
(i) all
payments on account of principal, including Principal Prepayments (but not
Prepayment Charges), on the Mortgage Loans;
(ii) all
payments on account of interest (net of the related Servicing Fee and any
Prepayment Interest Excess) on each Mortgage Loan;
(iii) all
Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and condemnation
proceeds (other than proceeds collected in respect of any particular REO
Property and amounts paid in connection with a purchase of Mortgage Loans and
REO Properties pursuant to Section 10.01);
(iv) any
amounts required to be deposited pursuant to Section 3.12 in connection with
any
losses realized on Permitted Investments with respect to funds held in the
Collection Account;
(v) any
amounts required to be deposited by the Servicer pursuant to the second
paragraph of Section 3.14(a) in respect of any blanket policy
deductibles;
(vi) all
proceeds of any Mortgage Loan repurchased or purchased in accordance with
Section 2.03 or Section 10.01;
(vii) all
amounts required to be deposited in connection with Substitution Adjustments
pursuant to Section 2.03; and
(viii) all
Prepayment Charges collected by the Servicer and the Servicer Prepayment Charge
Payment Amounts in connection with the Principal Prepayment of any of the
Mortgage Loans.
The
foregoing requirements for deposit in the Collection Account shall be exclusive,
it being understood and agreed that, without limiting the generality of the
foregoing, payments in the nature of Servicing Fees, Prepayment Interest Excess,
late payment charges, assumption fees, insufficient funds charges and ancillary
income (other than Prepayment Charges) need not be deposited by the Servicer
in
the Collection Account and may be retained by the Servicer as additional
compensation. In the event the Servicer shall deposit in the Collection Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from the Collection Account, any provision herein to the contrary
notwithstanding.
(b) On
behalf
of the Trust Fund, the Trustee shall establish and maintain one or more accounts
(such account or accounts, the “Distribution Account”), held in trust for the
benefit of the Trustee and the Certificateholders. On behalf of the Trust Fund,
the Servicer shall deliver to the Trustee in immediately available funds for
deposit in the Distribution Account on or before 3:00 p.m. New York time (i)
on
the Servicer Remittance Date, that portion of the Available Funds (calculated
without regard to the references in the definition thereof to amounts that
may
be withdrawn from the Distribution Account) for the related Distribution Date
then on deposit in the Collection Account, the amount of all Prepayment Charges
collected during the applicable Prepayment Period by the Servicer and Servicer
Prepayment Charge Payment Amounts in connection with the Principal Prepayment
of
any of the Mortgage Loans then on deposit in the Collection Account and (ii)
on
each Business Day as of the commencement of which the balance on deposit in
the
Collection Account exceeds $75,000 following any withdrawals pursuant to the
next succeeding sentence, the amount of such excess, but only if the Collection
Account constitutes an Eligible Account solely pursuant to clause (ii) of the
definition of “Eligible Account.” If the balance on deposit in the Collection
Account exceeds $75,000 as of the commencement of business on any Business
Day
and the Collection Account constitutes an Eligible Account solely pursuant
to
clause (ii) of the definition of “Eligible Account,” the Servicer shall, on or
before 3:00 p.m. New York time on such Business Day, withdraw from the
Collection Account any and all amounts payable or reimbursable to the Servicer,
the Trustee or any Sub-Servicer pursuant to Section 3.11 and shall pay such
amounts to the Persons entitled thereto.
(c) Funds
in
the Collection Account and the Distribution Account may be invested in Permitted
Investments in accordance with the provisions set forth in Section 3.12. The
Servicer shall give written notice to the Trustee of the location of the
Collection Account maintained by it when established and prior to any change
thereof. The Trustee shall give notice to the Servicer and the Depositor of
the
location of the Distribution Account when established and prior to any change
thereof.
(d) Funds
held in the Collection Account at any time may be delivered by the Servicer
to
the Trustee for deposit in an account (which may be the Distribution Account
and
must satisfy the standards for the Distribution Account as set forth in the
definition thereof) and for all purposes of this Agreement shall be deemed
to be
a part of the Collection Account; provided, however, that the Trustee shall
have
the sole authority to withdraw any funds held pursuant to this subsection (d).
In the event the Servicer shall deliver to the Trustee for deposit in the
Distribution Account any amount not required to be deposited therein, it may
at
any time request that the Trustee withdraw such amount from the Distribution
Account and remit to it any such amount, any provision herein to the contrary
notwithstanding. In addition, the Servicer, with respect to items (i) through
(iv) below, shall deliver to the Trustee from time to time for deposit, and
the
Trustee, with respect to items (i) through (iv) below, shall so deposit, in
the
Distribution Account:
(i) any
Advances, as required pursuant to Section 4.04;
(ii) any
amounts required to be deposited pursuant to Section 3.23(d) or (f) in
connection with any REO Property;
(iii) any
amounts to be paid in connection with a purchase of Mortgage Loans and REO
Properties pursuant to Section 10.01;
(iv) any
Compensating Interest to be deposited pursuant to Section 3.24 in connection
with any Prepayment Interest Shortfall; and
(v) any
amounts required to be paid to the Trustee pursuant to the Agreement, including,
but not limited to Section 3.06 and Section 7.02.
| SECTION 3.11 |
Withdrawals
from the Collection Account and Distribution
Account.
|
(a) The
Servicer shall, from time to time, make withdrawals from the Collection Account
for any of the following purposes or as described in Section 4.04:
(i) to
remit
to the Trustee for deposit in the Distribution Account the amounts required
to
be so remitted pursuant to Section 3.10(b) or permitted to be so remitted
pursuant to the first sentence of Section 3.10(d);
(ii) subject
to Section 3.16(d), to reimburse the Servicer for (a) any unreimbursed Advances
to the extent of amounts received which represent Late Collections (net of
the
related Servicing Fees), Liquidation Proceeds and Insurance Proceeds on Mortgage
Loans with respect to which such Advances were made in accordance with the
provisions of Section 4.04; (b) any unreimbursed Advances with respect to the
final liquidation of a Mortgage Loan that are Nonrecoverable Advances, but
only
to the extent that Late Collections, Liquidation Proceeds and Insurance Proceeds
received with respect to such Mortgage Loan are insufficient to reimburse the
Servicer for such unreimbursed Advances; (c) any unreimbursed Advances or
Servicing Advances previously made on Mortgage Loans modified pursuant to
Section 3.07 where (x) such Advance or Servicing Advance is added to the unpaid
Stated Principal Balance of such Mortgage Loan or (y) a portion of the unpaid
Stated Principal Balance of such Mortgage Loan has been forgiven;
(iii) subject
to Section 4.04(b), to reimburse the Servicer for any unreimbursed Advances
and
Servicing Advances to the extent of funds held in the Collection Account for
future distribution that were not included in Available Funds for the preceding
Distribution Date (provided that such amounts must be deposited into the
Collection Account prior to the next Servicer Remittance Date on which such
amounts are to be included in Available Funds for the related Distribution
Date);
(iv) subject
to Section 3.16(d), to pay the Servicer or any Sub-Servicer (a) any unpaid
Servicing Fees (including unpaid Servicing Fees at the time a Mortgage Loan
becomes a charged off Mortgage Loan or Liquidated Mortgage Loan), (b) any
unreimbursed Servicing Advances with respect to each Mortgage Loan, but only
to
the extent of any Late Collections, Liquidation Proceeds and Insurance Proceeds
received with respect to such Mortgage Loan, and (c) any Servicing Advances
made
with respect to a Mortgage Loan that, upon a Final Recovery Determination with
respect to such Mortgage Loan are Nonrecoverable Advances, but only to the
extent that Late Collections, Liquidation Proceeds, Insurance Proceeds and
condemnation proceeds received with respect to such Mortgage Loan are
insufficient to reimburse the Servicer or any Sub-Servicer for Servicing
Advances;
(v) to
pay to
the Servicer as servicing compensation (in addition to the Servicing Fee) on
the
Servicer Remittance Date any interest or investment income earned on funds
deposited in the Collection Account and any Prepayment Interest Excess (to
the
extent not previously retained);
(vi) to
pay
the related Originator with respect to each Mortgage Loan that has previously
been purchased or replaced pursuant to Section 2.03 all amounts received thereon
subsequent to the date of purchase or substitution, and to pay the Servicer
with
respect to each Mortgage Loan that has previously been purchased pursuant to
Section 3.16(c) all amounts received thereon subsequent to the date of
purchase;
(vii) to
reimburse the Servicer for any Advance or Servicing Advance previously made
which the Servicer has determined to be a Nonrecoverable Advance in accordance
with the provisions of Section 4.04;
(viii) to
pay,
or to reimburse the Servicer for Servicing Advances in respect of, expenses
incurred in connection with any Mortgage Loan pursuant to Section
3.16;
(ix) to
reimburse the Servicer for expenses incurred by or reimbursable to the Servicer
pursuant to Section 6.03; and
(x) to
clear
and terminate the Collection Account pursuant to Section 10.01.
The
foregoing requirements for withdrawal from the Collection Account shall be
exclusive. In the event the Servicer shall deposit in the Collection Account
any
amount not required to be deposited therein, it may at any time withdraw such
amount from the Collection Account, any provision herein to the contrary
notwithstanding.
The
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Collection Account, to the extent held by or on behalf of it, pursuant to
subclauses (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above. The
Servicer shall provide written notification to the Trustee, on or prior to
the
next succeeding Servicer Remittance Date, upon making any withdrawals from
the
Collection Account pursuant to subclause (vii) above; provided that an Officers’
Certificate in the form described under Section 4.04(d) shall suffice for such
written notification to the Trustee in respect hereof.
(b) The
Trustee shall, from time to time, make withdrawals from the Distribution
Account, for any of the following purposes, without priority:
(i) to
make
distributions in accordance with Section 4.01;
(ii) to
pay
itself the Trustee Compensation pursuant to Section 8.05;
(iii) to
pay
any amounts in respect of taxes pursuant to Section 9.01(g);
(iv) to
clear
and terminate the Distribution Account pursuant to Section 10.01;
(v) to
pay
any amounts required to be paid to the Trustee pursuant to this Agreement,
including but not limited to funds required to be paid pursuant to Section
3.06,
Section 7.02 and Section 8.05; and
(vi) to
pay to
the Trustee, any interest or investment income earned on funds deposited in
the
Distribution Account.
| SECTION 3.12 |
Investment
of Funds in the Collection Account and the Distribution
Account.
|
(a) The
Servicer may direct any depository institution maintaining the Collection
Account to invest the funds on deposit in such account and the Trustee may
direct any depository institution maintaining the Distribution Account to invest
the funds on deposit in such account or to hold such funds uninvested (each
such
account, for the purposes of this Section 3.12, an “Investment Account”). All
investments pursuant to this Section 3.12 shall be in one or more Permitted
Investments bearing interest or sold at a discount, and maturing, unless payable
on demand, (i) no later than the Business Day immediately preceding the date
on
which such funds are required to be withdrawn from such account pursuant to
this
Agreement, if a Person other than the Trustee is the obligor thereon or if
such
investment is managed or advised by a Person other than the Trustee or an
Affiliate of the Trustee, and (ii) no later than the date on which such funds
are required to be withdrawn from such account pursuant to this Agreement,
if
the Trustee is the obligor thereon or if such investment is managed or advised
by the Trustee or any Affiliate. All such Permitted Investments shall be held
to
maturity, unless payable on demand. Any investment of funds in an Investment
Account shall be made in the name of the Trustee (in its capacity as such),
or
in the name of a nominee of the Trustee. The Trustee shall be entitled to sole
possession (except with respect to investment direction of funds held in the
Collection Account and any income and gain realized thereon) over each such
investment, and any certificate or other instrument evidencing any such
investment shall be delivered directly to the Trustee or its agent, together
with any document of transfer necessary to transfer title to such investment
to
the Trustee or its nominee. In the event amounts on deposit in an Investment
Account are at any time invested in a Permitted Investment payable on demand,
the Trustee shall:
(x) consistent
with any notice required to be given thereunder, demand that payment thereon
be
made on the last day such Permitted Investment may otherwise mature hereunder
in
an amount equal to the lesser of (1) all amounts then payable thereunder and
(2)
the amount required to be withdrawn on such date; and
(y) demand
payment of all amounts due thereunder promptly upon determination by a
Responsible Officer of the Trustee that such Permitted Investment would not
constitute a Permitted Investment in respect of funds thereafter on deposit
in
the Investment Account.
(b) All
income and gain realized from the investment of funds deposited in the
Collection Account and any REO Account held by or on behalf of the Servicer
shall be for the benefit of the Servicer and shall be subject to its withdrawal
in accordance with Section 3.11, Section 3.31 or Section 3.23, as applicable.
The Servicer shall deposit in the Collection Account or any REO Account, as
applicable, the amount of any loss of principal incurred in respect of any
such
Permitted Investment made with funds in such Account immediately upon
realization of such loss.
(c) All
income and gain realized from the investment of funds deposited in the
Distribution Account shall be for the benefit of the Trustee. The Trustee shall
deposit in the Distribution Account the amount of any loss of principal incurred
in respect of any such Permitted Investment made with funds in such Account
immediately upon realization of such loss. Notwithstanding the foregoing, the
Trustee may at its discretion, and without liability, hold the funds in the
Distribution Account uninvested.
(d) Except
as
otherwise expressly provided in this Agreement, if any default occurs in the
making of a payment due under any Permitted Investment, or if a default occurs
in any other performance required under any Permitted Investment, the Trustee
may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request of
the
Holders of Certificates representing more than 50% of the Voting Rights
allocated to any Class of Certificates, shall take such action as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings.
| SECTION 3.13 |
[Reserved].
|
| SECTION 3.14 |
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
(a) To
the
extent the Servicer becomes aware that any Mortgaged Property is not otherwise
covered, the Servicer shall cause to be maintained for such Mortgaged Property
hazard insurance with extended coverage on the Mortgaged Property in an amount
which is at least equal to the least of (i) the current Principal Balance of
such Mortgage Loan, (ii) the amount necessary to fully compensate for any damage
or loss to the improvements that are a part of such property on a replacement
cost basis, in each case in an amount not less than such amount as is necessary
to avoid the application of any coinsurance clause contained in the related
hazard insurance policy and (iii) the maximum insurable value of the
improvements which are a part of such Mortgaged Property. To the extent the
Servicer becomes aware that any REO Property is not otherwise covered, the
Servicer shall also cause to be maintained hazard insurance with extended
coverage on each REO Property in an amount which is at least equal to the lesser
of (i) the maximum insurable value of the improvements which are a part of
such
property and (ii) the outstanding Principal Balance of the related Mortgage
Loan
at the time it became an REO Property. The Servicer will comply in the
performance of this Agreement with all reasonable rules and requirements of
each
insurer under any such hazard policies. Any amounts to be collected by the
Servicer under any such policies (other than amounts to be applied to the
restoration or repair of the property subject to the related Mortgage or amounts
to be released to the Mortgagor in accordance with the procedures that the
Servicer would follow in servicing loans held for its own account, subject
to
the terms and conditions of the related Mortgage and Mortgage Note) shall be
deposited in the Collection Account, subject to withdrawal pursuant to Section
3.11, if received in respect of a Mortgage Loan, or in the REO Account, subject
to withdrawal pursuant to Section 3.23, if received in respect of an REO
Property. Any cost incurred by the Servicer in maintaining any such insurance
shall not, for the purpose of calculating distributions to Certificateholders,
be added to the unpaid Principal Balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit. It is understood
and agreed that no earthquake or other additional insurance is to be required
of
any Mortgagor other than pursuant to such applicable laws and regulations as
shall at any time be in force and as shall require any Mortgagor to obtain
such
additional insurance. To the extent the Servicer becomes aware that any
Mortgaged Property or REO Property is not otherwise covered and if the Mortgaged
Property or REO Property is at any time in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards and flood insurance has been made available, the Servicer will cause
to
be maintained a flood insurance policy in respect thereof. Such flood insurance
shall be in an amount equal to the lesser of (i) the unpaid Principal Balance
of
the related Mortgage Loan and (ii) the maximum amount of such insurance
available for the related Mortgaged Property under the national flood insurance
program (assuming that the area in which such Mortgaged Property is located
is
participating in such program).
In
the
event that the Servicer shall obtain and maintain a blanket policy with an
insurer having a General Policy Rating of B:VI or better in Best’s Key Rating
Guide (or such other rating that is comparable to such rating) insuring against
hazard losses on the Mortgage Loans as described in the immediately preceding
paragraph, it shall conclusively be deemed to have satisfied its obligations
as
set forth in the first two sentences of this Section 3.14, it being understood
and agreed that such policy may contain a deductible clause, in which case
the
Servicer shall, in the event that there shall not have been maintained on the
related Mortgaged Property or REO Property a policy complying with the first
two
sentences of this Section 3.14, and there shall have been one or more losses
which would have been covered by such policy, deposit to the Collection Account
from its own funds the amount not otherwise payable under the blanket policy
because of such deductible clause. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Servicer agrees to prepare
and present, on behalf of itself, the Trustee and Certificateholders, claims
under any such blanket policy in a timely fashion in accordance with the terms
of such policy.
(b) The
Servicer shall keep in force during the term of this Agreement a policy or
policies of insurance covering errors and omissions for failure in the
performance of the Servicer’s obligations under this Agreement, which policy or
policies shall be in such form and amount that would meet the requirements
of
▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac if it were the purchaser of the Mortgage Loans, unless
the Servicer has obtained a waiver of such requirements from ▇▇▇▇▇▇ Mae or
▇▇▇▇▇▇▇ Mac. The Servicer shall also maintain a fidelity bond in the form and
amount that would meet the requirements of ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac, unless
the
Servicer has obtained a waiver of such requirements from ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇
Mac. The Servicer shall be deemed to have complied with this provision if an
Affiliate of the Servicer has such errors and omissions and fidelity bond
coverage and, by the terms of such insurance policy or fidelity bond, the
coverage afforded thereunder extends to the Servicer. Any such errors and
omissions policy and fidelity bond shall by its terms not be cancelable without
thirty days’ prior written notice to the Trustee. The Servicer shall also cause
each Sub-Servicer to maintain a policy of insurance covering errors and
omissions and a fidelity bond which would meet such requirements.
| SECTION 3.15 |
Enforcement
of Due-On-Sale Clauses; Assumption
Agreements.
|
The
Servicer will, to the extent it has actual knowledge of any conveyance or
prospective conveyance of any Mortgaged Property by any Mortgagor (whether
by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains or is to remain liable under the Mortgage Note and/or the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage Loan under
the
“due-on-sale” clause, if any, applicable thereto; provided, however, that the
Servicer shall not be required to take such action if in its sole business
judgment the Servicer believes it is not in the best interests of the Trust
Fund
and shall not exercise any such rights if prohibited by law from doing so.
If
the Servicer reasonably believes it is unable under applicable law to enforce
such “due-on-sale” clause, or if any of the other conditions set forth in the
proviso to the preceding sentence apply, the Servicer will enter into an
assumption and modification agreement from or with the person to whom such
property has been conveyed or is proposed to be conveyed, pursuant to which
such
person becomes liable under the Mortgage Note and, to the extent permitted
by
applicable state law, the Mortgagor remains liable thereon. The Servicer is
also
authorized to enter into a substitution of liability agreement with such person,
pursuant to which the original Mortgagor is released from liability and such
person is substituted as the Mortgagor and becomes liable under the Mortgage
Note, provided that no such substitution shall be effective unless such person
satisfies the underwriting criteria of the Servicer and has a credit risk rating
at least equal to that of the original Mortgagor. In connection with any
assumption or substitution, the Servicer shall apply such underwriting standards
and follow such practices and procedures as shall be normal and usual in its
general mortgage servicing activities and as it applies to other mortgage loans
owned solely by it. The Servicer shall not take or enter into any assumption
and
modification agreement, however, unless (to the extent practicable in the
circumstances) it shall have received confirmation, in writing, of the continued
effectiveness of any applicable hazard insurance policy. Any fee collected
by
the Servicer in respect of an assumption, modification or substitution of
liability agreement shall be retained by the Servicer as additional servicing
compensation. In connection with any such assumption, no material term of the
Mortgage Note (including but not limited to the related Mortgage Rate and the
amount of the Monthly Payment) may be amended or modified, except as otherwise
required pursuant to the terms thereof. The Servicer shall notify the Trustee
that any such substitution, modification or assumption agreement has been
completed by forwarding to the Trustee the executed original of such
substitution, modification or assumption agreement, which document shall be
added to the related Mortgage File and shall, for all purposes, be considered
a
part of such Mortgage File to the same extent as all other documents and
instruments constituting a part thereof.
Notwithstanding
the foregoing paragraph or any other provision of this Agreement, the Servicer
shall not be deemed to be in default, breach or any other violation of its
obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or by the terms of the Mortgage Note or any assumption which
the Servicer may be restricted by law from preventing, for any reason
whatsoever. For purposes of this Section 3.15, the term “assumption” is deemed
to also include a sale (of the Mortgaged Property) subject to the Mortgage
that
is not accompanied by an assumption or substitution of liability
agreement.
| SECTION 3.16 |
Realization
Upon Defaulted Mortgage Loans.
|
(a) (i)The
Servicer shall use its best efforts, consistent with the servicing standards
set
forth in Section 3.01 and subject to this Section 3.16, to foreclose upon or
otherwise comparably convert the ownership of properties securing such of the
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07. The Servicer shall be responsible for all costs and
expenses incurred by it in any such proceedings; provided, however, that such
costs and expenses will be recoverable as Servicing Advances by the Servicer
as
contemplated in Section 3.11(a) and Section 3.23. The foregoing is subject
to
the provision that, in any case in which a Mortgaged Property shall have
suffered damage from an Uninsured Cause, the Servicer shall not be required
to
expend its own funds toward the restoration of such property unless it shall
determine in its discretion that such restoration will increase the proceeds
of
liquidation of the related Mortgage Loan after reimbursement to itself for
such
expenses.
(ii) With
respect to any Mortgage Loan, if the Servicer determines that no significant
recovery is possible through foreclosure proceedings or other liquidation of
the
related Mortgaged Property, it may elect to charge off the related Mortgage
Loan
at the time such Mortgage Loan becomes 180 days Delinquent or at any time
thereafter. Once a Mortgage Loan has been charged off, the Servicer will
discontinue making Advances, the Servicer will not be entitled to any additional
servicing compensation (subject to paragraph (a)(iii) below), the Charged Off
Loan will give rise to a Realized Loss, and the Servicer will follow the
procedures described in paragraph (a)(iii) below.
(iii) The
Servicer will not be entitled to any Servicing Fees or reimbursement of expenses
in connection with such Charged Off Loans except to the extent of funds
available from the aggregate amount of recoveries on such Charged Off Loan
which
shall be paid to the Servicer as any accrued and unpaid Servicing Fees and
reimbursement of expenses. The Servicer will only be entitled to previously
accrued Servicing Fees on any such Charged Off Loans and will not be entitled
to
receive any future unaccrued Servicing Fees or expenses from collections on
such
Charged Off Loans. Any recoveries on such Charged Off Loans (net of accrued
and
unpaid Servicing Fees and out-of-pocket expenses) will be treated as Liquidation
Proceeds distributable by the Trustee to the Holders of the Class X Certificates
pursuant to Section 4.01(c)(vii).
Notwithstanding
the foregoing, the procedures described above in this subsection 3.11(a)(iii)
relating to the treatment of Charged Off Loans may be modified at any time
at
the discretion of the Holders of a majority Percentage Interest of the Class
X
Certificates, with the reasonable consent of the Servicer.
(b) Notwithstanding
the foregoing provisions of this Section 3.16 or any other provision of this
Agreement, with respect to any Mortgage Loan as to which the Servicer has
received actual notice of, or has actual knowledge of, the presence of any
toxic
or hazardous substance on the related Mortgaged Property, the Servicer shall
not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, or (ii)
otherwise acquire possession of, or take any other action with respect to,
such
Mortgaged Property, if, as a result of any such action, the Trustee, the Trust
Fund or the Certificateholders would be considered to hold title to, to be
a
“mortgagee-in-possession” of, or to be an “owner” or “operator” of such
Mortgaged Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time,
or any comparable law, unless the Servicer has also previously determined,
based
on its reasonable judgment and a report prepared by a Person who regularly
conducts environmental audits using customary industry standards,
that:
(1) such
Mortgaged Property is in compliance with applicable environmental laws or,
if
not, that it would be in the best economic interest of the Trust Fund to take
such actions as are necessary to bring the Mortgaged Property into compliance
therewith; and
(2) there
are
no circumstances present at such Mortgaged Property relating to the use,
management or disposal of any hazardous substances, hazardous materials,
hazardous wastes, or petroleum-based materials for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under any
federal, state or local law or regulation, or that if any such materials are
present for which such action could be required, that it would be in the best
economic interest of the Trust Fund to take such actions with respect to the
affected Mortgaged Property.
The
cost
of the environmental audit report contemplated by this Section 3.16 shall be
advanced by the Servicer, subject to the Servicer’s right to be reimbursed
therefor from the Collection Account as provided in Section 3.11(a)(vii), such
right of reimbursement being prior to the rights of Certificateholders to
receive any amount in the Collection Account received in respect of the affected
Mortgage Loan or other Mortgage Loans.
For
the
purposes of this Section 3.16(b), actual notice and actual knowledge of the
Servicer means actual notice to or actual knowledge of a Responsible Officer
of
the Servicer involved in the servicing of the relevant Mortgage Loan. Actual
knowledge of the Servicer does not include knowledge imputable by virtue of
the
availability of or accessibility to information relating to environmental or
hazardous waste sites or the locations thereof.
If
the
Servicer determines, as described above, that it is in the best economic
interest of the Trust Fund to take such actions as are necessary to bring any
such Mortgaged Property into compliance with applicable environmental laws,
or
to take such action with respect to the containment, clean-up or remediation
of
hazardous substances, hazardous materials, hazardous wastes or petroleum-based
materials affecting any such Mortgaged Property, then the Servicer shall take
such action as it deems to be in the best economic interest of the Trust Fund;
provided that any amounts disbursed by the Servicer pursuant to this Section
3.16(b) shall constitute Servicing Advances, subject to Section 4.04(d). The
cost of any such compliance, containment, clean-up or remediation shall be
advanced by the Servicer, subject to the Servicer’s right to be reimbursed
therefor from the Collection Account as provided in Section 3.11(a)(vii), such
right of reimbursement being prior to the rights of Certificateholders to
receive any amount in the Collection Account received in respect of the affected
Mortgage Loan or other Mortgage Loans.
(c) The
Servicer may, at its option, purchase a Mortgage Loan which has become 90 or
more days delinquent or for which the Servicer has accepted a deed in lieu
of
foreclosure. Prior to purchase pursuant to this Section 3.16(c), the Servicer
shall be required to continue to make Advances pursuant to Section 4.04. The
Servicer shall not use any procedure in selecting Mortgage Loans to be
repurchased which is materially adverse to the interests of the
Certificateholders. The Servicer shall purchase such delinquent Mortgage Loan
at
a price equal to the Purchase Price of such Mortgage Loan. Any such purchase
of
a Mortgage Loan pursuant to this Section 3.16(c) shall be accomplished by
deposit in the Collection Account of the amount of the Purchase Price. Upon
the
satisfaction of the requirements set forth in Section 3.17(a), the Trustee
shall
immediately deliver the Mortgage File and any related documentation to the
Servicer and will execute such documents provided to it as are necessary to
convey the Mortgage Loan to the Servicer.
(d) Proceeds
received in connection with any Final Recovery Determination, as well as any
recovery resulting from a partial collection of Insurance Proceeds, Liquidation
Proceeds or condemnation proceeds, in respect of any Mortgage Loan, will be
applied in the following order of priority: first, to unpaid Servicing Fees;
second, to reimburse the Servicer or any Sub-Servicer for any related
unreimbursed Servicing Advances pursuant to Section 3.11(a)(iii) and Advances
pursuant to Section 3.11(a)(ii); third, to accrued and unpaid interest on the
Mortgage Loan, to the date of the Final Recovery Determination, or to the Due
Date prior to the Distribution Date on which such amounts are to be distributed
if not in connection with a Final Recovery Determination; and fourth, as a
recovery of principal of the Mortgage Loan. If the amount of the recovery so
allocated to interest is less than the full amount of accrued and unpaid
interest due on such Mortgage Loan, the amount of such recovery will be
allocated by the Servicer as follows: first, to unpaid Servicing Fees; and
second, to the balance of the interest then due and owing. The portion of the
recovery so allocated to unpaid Servicing Fees shall be reimbursed to the
Servicer or any Sub-Servicer pursuant to Section 3.11(a)(iii).
(e) In
connection with the servicing of any Mortgage Loan, the Servicer shall not
acquire any Mortgaged Property on behalf of any REMIC created hereunder in
connection with a default or imminent default on a Foreclosure Restricted Loan,
if acquiring title to the Mortgaged Property underlying the loan would cause
the
adjusted basis, for federal income tax purposes, of these Mortgaged Properties
owned by the related REMIC after foreclosure, along with any other assets owned
by the related REMIC other than “qualified mortgages” and “permitted
investments” within the meaning of Section 860G of the Code, to exceed 0.75% of
the adjusted basis of the assets of the related REMIC. If the adjusted basis
of
such Mortgaged Properties in foreclosure, along with any other assets owned
by
the related REMIC, other than “qualified mortgages” and “permitted investments”
with the meaning of Section 860G of the Code, exceed 1.0% of the adjusted basis
of the assets of the related REMIC immediately after the distribution of
principal and interest on any Distribution Date, the Servicer will dispose
of
enough of such Mortgaged Properties in foreclosure, for cash or otherwise,
so
that the adjusted basis of such Mortgaged Properties in foreclosure, along
with
any other assets owned by the related REMIC, other than “qualified mortgages”
and “permitted investments” within the meaning of Section 860G of the Code, will
be less than 1.0% of the adjusted basis of the assets of the related
REMIC.
| SECTION 3.17 |
Trustee
to Cooperate; Release of Mortgage
Files.
|
(a) Upon
the
payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full shall be escrowed in a manner customary for
such purposes, the Servicer shall deliver to the Trustee, in written (with
two
executed copies) or electronic format, a Request for Release in the form of
Exhibit E hereto (which certification shall include a statement to the effect
that all amounts received or to be received in connection with such payment
which are required to be deposited in the Collection Account pursuant to Section
3.10 have been or will be so deposited) signed by a Servicing Officer (or in
a
mutually agreeable electronic format that will, in lieu of a signature on its
face, originate from a Servicing Officer) and shall request delivery to it
of
the Mortgage File. Upon receipt of any Request for Release or such certification
and request under this Agreement, the Trustee shall, within three Business
Days,
release and send by overnight mail, at the expense of the Servicer, the related
Mortgage File to the Servicer. Except as otherwise provided in this Agreement,
no expenses incurred in connection with any instrument of satisfaction or deed
of reconveyance shall be chargeable to the Collection Account or the
Distribution Account.
(b) From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any insurance policy
relating to the Mortgage Loans, the Trustee shall, upon any request made by
or
on behalf of the Servicer and delivery to the Trustee, in written (with two
executed copies) or electronic format, of a Request for Release in the form
of
Exhibit E hereto signed by a Servicing Officer (or in a mutually agreeable
electronic format that will, in lieu of a signature on its face, originate
from
a Servicing Officer), release the related Mortgage File to the Servicer within
three Business Days, and the Trustee shall, at the written direction of the
Servicer, execute such documents as shall be necessary to the prosecution of
any
such proceedings. Such Request for Release shall obligate the Servicer to return
each and every document previously requested from the Mortgage File to the
Trustee when the need therefor by the Servicer no longer exists, unless the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to
the
Mortgage Loan have been deposited in the Collection Account or the Mortgage
File
or such document has been delivered to an attorney, or to a public trustee
or
other public official as required by law, for purposes of initiating or pursuing
legal action or other proceedings for the foreclosure of the Mortgaged Property
either judicially or non-judicially, and the Servicer has delivered, or caused
to be delivered, to the Trustee an additional Request for Release certifying
as
to such liquidation or action or proceedings. Upon the request of the Trustee,
the Servicer shall provide notice to the Trustee of the name and address of
the
Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. Upon receipt of a Request for Release,
in
written (with two executed copies) or electronic format, from a Servicing
Officer stating that such Mortgage Loan was liquidated and that all amounts
received or to be received in connection with such liquidation that are required
to be deposited into the Collection Account have been so deposited, or that
such
Mortgage Loan has become an REO Property, such Mortgage Loan shall be released
by the Trustee to the Servicer or its designee within three Business
Days.
(c) Upon
written certification of a Servicing Officer, the Trustee shall execute and
deliver to the Servicer or the Sub-Servicer, as the case may be, copies of,
any
court pleadings, requests for trustee’s sale or other documents necessary to the
foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Mortgagor on the Mortgage Note
or
Mortgage or to obtain a deficiency judgment, or to enforce any other remedies
or
rights provided by the Mortgage Note or Mortgage or otherwise available at
law
or in equity. Each such certification shall include a request that such
pleadings or documents be executed by the Trustee and a statement as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the
lien
of the Mortgage, except for the termination of such a lien upon completion
of
the foreclosure or trustee’s sale.
| SECTION 3.18 |
Servicing
Compensation.
|
As
compensation for the activities of the Servicer hereunder, the Servicer shall
be
entitled to the Servicing Fee with respect to each Mortgage Loan payable solely
from payments of interest in respect of such Mortgage Loan or as otherwise
permitted under Section 3.11, subject to Section 3.24. In addition, the Servicer
shall be entitled to recover unpaid Servicing Fees out of Insurance Proceeds,
Liquidation Proceeds or condemnation proceeds to the extent permitted by Section
3.11(a)(iii) and out of amounts derived from the operation and sale of an REO
Property to the extent permitted by Section 3.23. Except as provided in Section
3.29 or Section 6.04, the right to receive the Servicing Fee may not be
transferred in whole or in part except in connection with the transfer of all
of
the Servicer’s responsibilities and obligations under this Agreement; provided,
however, that the Servicer may pay from the Servicing Fee any amounts due to
a
Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section
3.02.
Additional
servicing compensation in the form of assumption fees, late payment charges,
insufficient funds charges, ancillary income or otherwise (other than Prepayment
Charges) shall be retained by the Servicer only to the extent such fees or
charges are received by the Servicer. The Servicer shall also be entitled
pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account and
pursuant to Section 3.23(b) to withdraw from any REO Account, as additional
servicing compensation, interest or other income earned on deposits therein,
subject to Section 3.12 and Section 3.24. In addition, the Servicer shall be
entitled to any Prepayment Interest Excess as additional servicing compensation.
The Servicer shall be required to pay all expenses incurred by it in connection
with its servicing activities hereunder (including premiums for the insurance
required by Section 3.14, to the extent such premiums are not paid by the
related Mortgagors or by a Sub-Servicer and servicing compensation of each
Sub-Servicer) and shall not be entitled to reimbursement therefor except as
specifically provided herein.
| SECTION 3.19 |
Reports
to the Trustee; Collection Account
Statements.
|
Not
later
than twenty days after each Distribution Date, the Servicer shall forward,
upon
request, to the Trustee and the Depositor the most current available bank
statement for the Collection Account. Copies of such statement shall be provided
by the Trustee to any Certificateholder and to any Person identified to the
Trustee as a prospective transferee of a Certificate, upon request at the
expense of the requesting party, provided such statement is delivered by the
Servicer to the Trustee.
| SECTION 3.20 |
Statement
as to Compliance.
|
The
Servicer will deliver to the Trustee, not later than March 15th
of each
calendar year beginning in 2007, an Officers’ Certificate (an “Annual Statement
of Compliance”) stating, as to each signatory thereof, that (i) a review of the
activities of the Servicer during the preceding calendar year and of performance
under this Agreement has been made under such officers’ supervision and (ii) to
the best of such officers’ knowledge, based on such review, the Servicer has
fulfilled all of its obligations under this Agreement in all material respects
throughout such year, 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 of cure provisions thereof. Such Annual
Statement of Compliance shall contain no restrictions or limitations on its
use.
The Servicer shall deliver a similar Annual Statement of Compliance by any
Sub-Servicer to which the Servicer has delegated any servicing responsibilities
with respect to the Mortgage Loans, to the Trustee as described above as and
when required with respect to the Servicer.
If
the
Servicer cannot deliver the related Annual Statement of Compliance by March
15th
of such
year, the Trustee (with the consent of the Depositor), may permit a cure period
for the Servicer to deliver such Annual Statement of Compliance, but in no
event
later than March 25th
of such
year.
Failure
of the Servicer to timely comply with this Section 3.20 (taking into account
the
cure period if permitted as set forth in the preceding paragraph) shall be
deemed an Event of Default, and the Trustee may, in addition to whatever rights
the Trustee may have under this Agreement and at law or equity or to damages,
including injunctive relief and specific performance, upon notice immediately
terminate all the rights and obligations of the Servicer under this Agreement
and in and to the Mortgage Loans and the proceeds thereof without compensating
the Servicer for the same (other than as provided herein with respect to
unreimbursed Advances or Servicing Advances or accrued and unpaid Servicing
Fees). This paragraph shall supercede any other provision in this Agreement
or
any other agreement to the contrary.
The
Servicer shall indemnify and hold harmless the Depositor and the Trustee and
their respective officers, directors and Affiliates from and against any actual
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses that such Person
may sustain based upon a breach of the Servicer’s obligations under this Section
3.20.
| SECTION 3.21 |
Assessments
of Compliance and Attestation
Reports.
|
Pursuant
to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB,
the Servicer shall deliver to the Trustee on or before March 15th
of each
calendar year beginning in 2007, a report regarding the Servicer’s assessment of
compliance (an “Assessment of Compliance”) with the applicable Servicing
Criteria (as set forth in Exhibit S) during the preceding calendar year. The
Assessment of Compliance must contain the following:
(a) A
statement by such officer of its responsibility for assessing compliance with
the Servicing Criteria applicable to the Servicer;
(b) A
statement by such officer that such officer used the Servicing Criteria, and
which will also be attached to the Assement of Compliance, to assess compliance
with the Servicing Criteria applicable to the Servicer;
(c) An
assessment by such officer of the Servicer’s compliance with the applicable
Servicing Criteria for the period consisting of the preceding calendar year,
including disclosure of any material instance of noncompliance with respect
thereto during such period, which assessment shall be based on the activities
it
performs with respect to asset-backed securities transactions taken as a whole
involving the Servicer, that are backed by the same asset type as the Mortgage
Loans;
(d) A
statement that a registered public accounting firm has issued an attestation
report on the Servicer’s Assessment of Compliance for the period consisting of
the preceding calendar year; and
(e) A
statement as to which of the Servicing Criteria, if any, are not applicable
to
the Servicer, which statement shall be based on the activities it performs
with
respect to asset-backed securities transactions taken as a whole involving
the
Servicer, that are backed by the same asset type as the Mortgage
Loans.
Such
report at a minimum shall address each of the Servicing Criteria specified
on
Exhibit S hereto which are indicated as applicable to the Servicer.
On
or
before March 15th
of each
calendar year beginning in 2007, the Servicer shall furnish to the Trustee
a
report (an “Attestation Report”) by a registered public accounting firm that
attests to, and reports on, the Assessment of Compliance made by the Master
Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item
1122(b) of Regulation AB, which Attestation Report must be made in accordance
with standards for attestation reports issued or adopted by the Public Company
Accounting Oversight Board.
The
Servicer shall cause and any Sub-Servicer, and each subcontractor determined
by
the Servicer to be “participating in the servicing function” within the meaning
of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor
an
Assessment of Compliance and Attestation Report as and when provided
above.
Such
Assessment of Compliance, as to any Sub-Servicer, shall address each of the
Servicing Criteria applicable to the Sub-Servicer. Notwithstanding the
foregoing, as to any subcontractor determined by the Servicer to be
“participating in the servicing function,” an Assessment of Compliance is not
required to be delivered unless it is required as part of a Form 10-K with
respect to the Trust Fund.
If
the
Servicer cannot deliver any Assessment of Compliance or Attestation Report
by
March 15th
of such
year, the Trustee (with the consent of the Depositor), may permit a cure period
for the Servicer to deliver such Assessment of Compliance or Attestation Report,
but in no event later than March 25th
of such
year.
Failure
of the Servicer to timely comply with this Section 3.21 (taking into account
the
cure period if permitted as set forth in the preceding paragraph) shall be
deemed an Event of Default, and the Trustee may, in addition to whatever rights
the Trustee may have under this Agreement and at law or equity or to damages,
including injunctive relief and specific performance, upon notice immediately
terminate all the rights and obligations of the Servicer under this Agreement
and in and to the Mortgage Loans and the proceeds thereof without compensating
the Servicer for the same (other than as provided herein with respect to
unreimbursed Advances or Servicing Advances or accrued and unpaid Servicing
Fees). This paragraph shall supercede any other provision in this Agreement
or
any other agreement to the contrary.
The
Trustee shall also provide an Assessment of Compliance (with respect to items
(a) - (d) but not (e) above) and Attestation Report, as and when provided above,
which shall at a minimum address each of the Servicing Criteria specified on
Exhibit S hereto which are indicated as applicable to the “trustee”.
Notwithstanding the foregoing, as to any trustee, an Assessment of Compliance
is
not required to be delivered unless it is required as part of a Form 10-K with
respect to the Trust Fund.
Each
of
the Servicer and the Trustee shall indemnify and hold harmless the Depositor
and
its officers, directors and Affiliates from and against any actual losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments and other costs and expenses that such Person may
sustain based upon a breach of the Servicer’s or the Trustee’s obligations under
this Section 3.21.
| SECTION 3.22 |
Access
to Certain Documentation; Filing of Reports by
Trustee.
|
The
Servicer shall provide to the Office of Thrift Supervision, the FDIC, and any
other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder, access to the documentation
regarding the Mortgage Loans required by applicable laws and regulations. Such
access shall be afforded without charge, but only upon reasonable request and
during normal business hours at the offices of the Servicer designated by it.
In
addition, access to the documentation regarding the Mortgage Loans will be
provided to the Trustee and to any Person identified to the Servicer as a
prospective transferee of a Certificate, upon reasonable request during normal
business hours at the offices of the Servicer designated by it at the expense
of
the Person requesting such access.
| SECTION 3.23 |
Title,
Management and Disposition of REO
Property.
|
(a) The
deed
or certificate of sale of any REO Property shall be taken in the name of the
Trustee, or its nominee, in trust for the benefit of the Certificateholders.
The
Servicer, on behalf of REMIC 1, shall sell any REO Property as soon as
practicable and in any event no later than the end of the third full taxable
year after the taxable year in which such REMIC acquires ownership of such
REO
Property for purposes of Section 860G(a)(8) of the Code or request from the
Internal Revenue Service, no later than 60 days before the day on which the
three-year grace period would otherwise expire, an extension of such three-year
period, unless the Servicer shall have delivered to the Trustee an Opinion
of
Counsel, addressed to the Trustee and the Depositor, to the effect that the
holding by the REMIC of such REO Property subsequent to three years after its
acquisition will not result in the imposition on the REMIC of taxes on
“prohibited transactions” thereof, as defined in Section 860F of the Code, or
cause any of the REMICs created hereunder to fail to qualify as a REMIC under
Federal law at any time that any Certificates are outstanding. The Servicer
shall manage, conserve, protect and operate each REO Property for the
Certificateholders solely for the purpose of its prompt disposition and sale
in
a manner which does not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by any of the REMICs created hereunder of any “income from
non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code,
or any “net income from foreclosure property” which is subject to taxation under
the REMIC Provisions.
(b) The
Servicer shall separately account for all funds collected and received in
connection with the operation of any REO Property and shall establish and
maintain, or cause to be established and maintained, with respect to REO
Properties an account held in trust for the Trustee for the benefit of the
Certificateholders (the “REO Account”), which shall be an Eligible Account. The
Servicer shall be permitted to allow the Collection Account to serve as the
REO
Account, subject to separate ledgers for each REO Property. The Servicer shall
be entitled to retain or withdraw any interest income paid on funds deposited
in
the REO Account.
(c) The
Servicer shall have full power and authority, subject only to the specific
requirements and prohibitions of this Agreement, to do any and all things in
connection with any REO Property as are consistent with the manner in which
the
Servicer manages and operates similar property owned by the Servicer or any
of
its Affiliates, all on such terms and for such period (subject to the
requirement of prompt disposition set forth in Section 3.23(a))as the Servicer
deems to be in the best interests of Certificateholders. In connection
therewith, the Servicer shall deposit, or cause to be deposited in the clearing
account in which it customarily deposits payments and collections on mortgage
loans in connection with its mortgage loan servicing activities on a daily
basis, and in no event more than one Business Day after the Servicer’s receipt
thereof, and shall thereafter deposit in the REO Account, in no event more
than
two Business Days after the Servicer’s receipt thereof, all revenues received by
it with respect to an REO Property and shall withdraw therefrom funds necessary
for the proper operation, management and maintenance of such REO Property
including, without limitation:
(i) all
insurance premiums due and payable in respect of such REO Property;
(ii) all
real
estate taxes and assessments in respect of such REO Property that may result
in
the imposition of a lien thereon; and
(iii) all
costs
and expenses necessary to maintain such REO Property.
To
the
extent that amounts on deposit in the REO Account with respect to an REO
Property are insufficient for the purposes set forth in clauses (i) through
(iii) above with respect to such REO Property, the Servicer shall advance from
its own funds such amount as is necessary for such purposes if, but only if,
the
Servicer would make such advances if the Servicer owned the REO Property and
if
in the Servicer’s judgment, the payment of such amounts will be recoverable from
the rental or sale of the REO Property.
Notwithstanding
the foregoing, neither the Servicer nor the Trustee shall:
(i) authorize
the Trust Fund to enter into, renew or extend any New Lease with respect to
any
REO Property, if the New Lease by its terms will give rise to any income that
does not constitute Rents from Real Property;
(ii) authorize
any amount to be received or accrued under any New Lease other than amounts
that
will constitute Rents from Real Property;
(iii) authorize
any construction on any REO Property, other than the completion of a building
or
other improvement thereon, and then only if more than ten percent of the
construction of such building or other improvement was completed before default
on the related Mortgage Loan became imminent, all within the meaning of Section
856(e)(4)(B) of the Code; or
(iv) authorize
any Person to Directly Operate any REO Property on any date more than 90 days
after its date of acquisition by the Trust Fund;
unless,
in any such case, the Servicer has obtained an Opinion of Counsel, provided
to
the Trustee, to the effect that such action will not cause such REO Property
to
fail to qualify as “foreclosure property” within the meaning of Section
860G(a)(8) of the Code at any time that it is held by the REMIC, in which case
the Servicer may take such actions as are specified in such Opinion of
Counsel.
The
Servicer may contract with any Independent Contractor for the operation and
management of any REO Property, provided that:
(i) the
terms
and conditions of any such contract shall not be inconsistent
herewith;
(ii) any
such
contract shall require, or shall be administered to require, that the
Independent Contractor pay all costs and expenses incurred in connection with
the operation and management of such REO Property, including those listed above
and remit all related revenues (net of such costs and expenses) to the Servicer
as soon as practicable, but in no event later than thirty days following the
receipt thereof by such Independent Contractor;
(iii) none
of
the provisions of this Section 3.23(c) relating to any such contract or to
actions taken through any such Independent Contractor shall be deemed to relieve
the Servicer of any of its duties and obligations to the Trustee on behalf
of
the Certificateholders with respect to the operation and management of any
such
REO Property; and
(iv) the
Servicer shall be obligated with respect thereto to the same extent as if it
alone were performing all duties and obligations in connection with the
operation and management of such REO Property.
The
Servicer shall be entitled to enter into any agreement with any Independent
Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such
indemnification. The Servicer shall be solely liable for all fees owed by it
to
any such Independent Contractor, irrespective of whether the Servicer’s
compensation pursuant to Section 3.18 is sufficient to pay such fees; provided,
however, that to the extent that any payments made by such Independent
Contractor would constitute Servicing Advances if made by the Servicer, such
amounts shall be reimbursable as Servicing Advances made by the
Servicer.
(d) In
addition to the withdrawals permitted under Section 3.23(c), the Servicer may
from time to time make withdrawals from the REO Account for any REO Property:
(i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the
related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for
unreimbursed Servicing Advances and Advances made in respect of such REO
Property or the related Mortgage Loan. On the Servicer Remittance Date, the
Servicer shall withdraw from each REO Account maintained by it and deposit
into
the Distribution Account in accordance with Section 3.10(d)(ii), for
distribution on the related Distribution Date in accordance with Section 4.01,
the income from the related REO Property received during the prior calendar
month, net of any withdrawals made pursuant to Section 3.23(c) or this Section
3.23(d).
(e) Subject
to the time constraints set forth in Section 3.23(a), each REO Disposition
shall
be carried out by the Servicer in a manner, at such price and upon such terms
and conditions as shall be normal and usual in the servicing standard set forth
in Section 3.01.
(f) The
proceeds from the REO Disposition, net of any amount required by law to be
remitted to the Mortgagor under the related Mortgage Loan and net of any payment
or reimbursement to the Servicer or any Sub-Servicer as provided above, shall
be
deposited in the Distribution Account in accordance with Section 3.10(d)(ii)
on
the Servicer Remittance Date in the month following the receipt thereof for
distribution on the related Distribution Date in accordance with Section 4.01.
Any REO Disposition shall be for cash only (unless changes in the REMIC
Provisions made subsequent to the Startup Day allow a sale for other
consideration).
(g) The
Servicer shall file information returns with respect to the receipt of mortgage
interest received in a trade or business, reports of foreclosures and
abandonments of any Mortgaged Property and cancellation of indebtedness income
with respect to any Mortgaged Property as required by Sections 6050H, 6050J
and
6050P of the Code, respectively. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by such Sections 6050H,
6050J and 6050P of the Code.
| SECTION 3.24 |
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
Not
later
than 1:00 p.m. New York time on each Servicer Remittance Date, the Servicer
shall remit to the Distribution Account an amount (“Compensating Interest”)
equal to the lesser of (A) the aggregate of the Prepayment Interest Shortfalls
relating to voluntary Principal Prepayments in full for the related Distribution
Date and (B) 50% of its aggregate Servicing Fee received in the related Due
Period. The Servicer shall not have the right to reimbursement for any amounts
remitted to the Trustee in respect of Compensating Interest. Such amounts so
remitted shall be included in the Available Funds and distributed therewith
on
the next Distribution Date. The Servicer shall not be obligated to pay
Compensating Interest with respect to Relief Act Interest Shortfalls or
Principal Prepayments in part.
| SECTION 3.25 |
[Reserved].
|
| SECTION 3.26 |
Obligations
of the Servicer in Respect of Mortgage Rates and Monthly
Payments.
|
In
the
event that a shortfall in any collection on or liability with respect to the
Mortgage Loans in the aggregate results from or is attributable to adjustments
to Mortgage Rates, Monthly Payments or Stated Principal Balances that were
made
by the Servicer in a manner not consistent with the terms of the related
Mortgage Note and this Agreement, the Servicer, upon discovery or receipt of
notice thereof, immediately shall deposit in the Collection Account from its
own
funds the amount of any such shortfall and shall indemnify and hold harmless
the
Trust Fund, the Trustee, the Depositor and any successor servicer in respect
of
any such liability. Such indemnities shall survive the termination or discharge
of this Agreement. Notwithstanding the foregoing, this Section 3.26 shall not
limit the ability of the Servicer to seek recovery of any such amounts from
the
related Mortgagor under the terms of the related Mortgage Note, as permitted
by
law.
| SECTION 3.27 |
Solicitations.
|
From
and
after the Closing Date, the Servicer agrees that it will not take any action
or
permit or cause any action to be taken by any of its agents and Affiliates,
or
by any independent contractors or independent mortgage brokerage companies
on
the Servicer’s behalf, to personally, by telephone or mail, solicit the
Mortgagor under any Mortgage Loan for the purpose of refinancing such Mortgage
Loan; provided, that the Servicer may solicit any Mortgagor for whom the
Servicer has received a request for verification of mortgage, a request for
demand for payoff, a mortgagor initiated written or verbal communication
indicating a desire to prepay the related Mortgage Loan, another mortgage
company has pulled a credit report on the mortgagor or the mortgagor initiates
a
title search; provided further, it is understood and agreed that promotions
undertaken by the Servicer or any of its Affiliates which (i) concern optional
insurance products or other additional products or (ii) are directed to the
general public at large, including, without limitation, mass mailings based
on
commercially acquired mailing lists, newspaper, radio, telephone and television
advertisements shall not constitute solicitation under this Section, nor is
the
Servicer prohibited from responding to unsolicited requests or inquiries made
by
a Mortgagor or an agent of a Mortgagor. Furthermore, the Servicer shall be
permitted to include in its monthly statements to borrowers or otherwise,
statements regarding the availability of the Servicer’s counseling services with
respect to refinancing mortgage loans.
| SECTION 3.28 |
Net
WAC Rate Carryover Reserve Account.
|
No
later
than the Closing Date, the Trustee shall establish and maintain with itself
a
separate, segregated trust account titled, “Net WAC Rate Carryover Reserve
Account, Deutsche Bank National Trust Company, as Trustee, in trust for
registered Holders of Soundview Mortgage Loan Trust 2006-A, Asset-Backed
Certificates, Series 2006-A.” All amounts deposited in the Net WAC Rate
Carryover Reserve Account shall be distributed to the Holders of the Floating
Rate Certificates in the manner set forth in Section 4.01(d).
On
each
Distribution Date as to which there is a Net WAC Rate Carryover Amount payable
to the Floating Rate Certificates, the Trustee has been directed by the Class
C
Certificateholders to, and therefore will, deposit into the Net WAC Rate
Carryover Reserve Account the amounts described in Section 4.01(c)(v), rather
than distributing such amounts to the Class C Certificateholders. On each such
Distribution Date, the Trustee shall hold all such amounts for the benefit
of
the Holders of the Floating Rate Certificates, and will distribute such amounts
to the Holders of the Floating Rate Certificates in the amounts and priorities
set forth in Section 4.01(d).
It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be
disregarded as an entity separate from the Holder of the Class C Certificates
unless and until the date when either (a) there is more than one Class C
Certificateholder or (b) any Class of Certificates in addition to the Class
C
Certificates is recharacterized as an equity interest in the Net WAC Rate
Carryover Reserve Account for federal income tax purposes, in which case it
is
the intention of the parties hereto that, for federal and state income and
state
and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
be
treated as a partnership. All amounts deposited into the Net WAC Rate Carryover
Reserve Account shall be treated as amounts distributed by REMIC 3 to the Holder
of the Class C Interest and by REMIC 15 to the Holder of the Class C
Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside
reserve fund” within the meaning of Treasury regulation Section 1.860G-2(h).
Upon the termination of the Trust, or the payment in full of the Floating Rate
Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover
Reserve Account will be released by the Trust and distributed to the Holders
of
the Class C Certificates or their designee. The Net WAC Rate Carryover Reserve
Account will be part of the Trust but not part of any REMIC and any payments
to
the Holders of the Floating Rate Certificates of Net WAC Rate Carryover Amounts
will not be payments with respect to a “regular interest” in a REMIC within the
meaning of Code Section 860(G)(a)(1).
By
accepting a Class C Certificate, each Class C Certificateholder hereby agrees
to
direct the Trustee, and the Trustee hereby is directed, to deposit into the
Net
WAC Rate Carryover Reserve Account the amounts described above on each
Distribution Date as to which there is any Net WAC Rate Carryover Amount rather
than distributing such amounts to the Class C Certificateholders. By accepting
a
Class C Certificate, each Class C Certificateholder further agrees that such
direction is given for good and valuable consideration, the receipt and
sufficiency of which is acknowledged by such acceptance.
Amounts
on deposit in the Net WAC Rate Carryover Reserve Account shall remain
uninvested.
For
federal tax return and information reporting, the right of the Holders of the
Floating Rate Certificates to receive payments from the Net WAC Rate Carryover
Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may have
more than a de
minimis
value.
| SECTION 3.29 |
Advance
Facility.
|
(a) The
Servicer is hereby authorized to enter into a financing or other facility (any
such arrangement, an “Advance Facility”), the documentation for which complies
with Section 3.29(e) below, under which (1) the Servicer assigns or pledges
its
rights under this Agreement to be reimbursed for any or all Advances and/or
Servicing Advances to (i) a Person, which may be a special-purpose
bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously
assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in
the case of any Person or SPV of the type described in either of the preceding
clauses (i) or (ii), may directly or through other assignees and/or pledgees,
assign or pledge such rights to a Person, which may include a trustee acting
on
behalf of holders of debt instruments (any such Person or any such Lender,
an
“Advance Financing Person”), and/or (2) an Advance Financing Person agrees to
fund all the Advances and/or Servicing Advances required to be made by the
Servicer pursuant to this Agreement. No consent of the Trustee,
Certificateholders or any other party shall be required before the Servicer
may
enter into an Advance Facility nor shall the Trustee or the Certificateholders
be a third party beneficiary of any obligation of an Advance Financing Person
to
the Servicer. Notwithstanding the existence of any Advance Facility under which
an Advance Financing Person agrees to fund Advances and/or Servicing Advances,
(A) the Servicer (i) shall remain obligated pursuant to this Agreement to make
Advances and/or Servicing Advances pursuant to and as required by this Agreement
and (ii) shall not be relieved of such obligations by virtue of such Advance
Facility and (B) neither the Advance Financing Person nor any Servicer’s
Assignee (as hereinafter defined) shall have any right to proceed against or
otherwise contact any Mortgagor for the purpose of collecting any payment that
may be due with respect to any related Mortgage Loan or enforcing any covenant
of such Mortgagor under the related Mortgage Loan documents.
(b) If
the
Servicer enters into an Advance Facility, the Servicer and the related Advance
Financing Person shall deliver to the Trustee at the address set forth in
Section 11.05 hereof a written notice (an “Advance Facility Notice”), stating
(a) the identity of the Advance Financing Person and (b) the identity of the
Person (the “Servicer’s Assignee”) that will, subject to Section 3.29(c) hereof,
have the right to make withdrawals from the Collection Account pursuant to
Section 3.11(a) hereof to reimburse previously unreimbursed Advances and/or
Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement
Amounts (i) shall consist solely of amounts in respect of Advances and/or
Servicing Advances for which the Servicer would be permitted to reimburse itself
in accordance with Section 3.11(a) hereof, assuming the Servicer had made the
related Advance(s) and/or Servicing Advance(s) and (ii) shall not consist of
amounts payable to a successor Servicer in accordance with Section 3.11(a)
hereof to the extent permitted under Section 3.29(e) below.
(c) Notwithstanding
the existence of an Advance Facility, the Servicer, on behalf of the Advance
Financing Person, shall be entitled to receive reimbursements of Advances and/or
Servicing Advances in accordance with Section 3.11(a) clauses hereof, which
entitlement may be terminated by the Advance Financing Person pursuant to a
written notice to the Trustee in the manner set forth in Section 11.05 hereof.
Upon receipt of such written notice, the Servicer shall no longer be entitled
to
receive reimbursement for any Advance Reimbursement Amounts and the Servicer’s
Assignee shall immediately have the right to receive or withdraw from the
Collection Account all Advance Reimbursement Amounts. Notwithstanding the
foregoing, and for the avoidance of doubt, (i) the Servicer and/or the
Servicer’s Assignee shall only be entitled to reimbursement of Advance
Reimbursement Amounts hereunder from withdrawals from the Collection Account
pursuant to Section 3.11(a) of this Agreement and shall not otherwise be
entitled to make withdrawals of, or receive, amounts that shall be on deposit
in
the Distribution Account or that are required to be deposited in the
Distribution Account pursuant to any provision hereunder, and (ii) none of
the
Trustee or the Certificateholders shall have any right to, or otherwise be
entitled to, receive any Advance Reimbursement Amounts to which the Servicer
or
Servicer’s Assignee, as applicable, shall be entitled pursuant to Section
3.11(a) or this Section 3.29. Without limiting the foregoing, none of the
Trustee or the Certificateholders shall have any right to set off against
Advance Reimbursement Amounts hereunder. An Advance Facility may be terminated
by the joint written direction of the Servicer and the related Advance Financing
Person. Written notice of such termination shall be delivered to the Trustee
in
the manner set forth in Section 11.05 hereof. None of the Depositor or the
Trustee shall, as a result of the existence of any Advance Facility, have any
additional duty or liability with respect to the calculation or payment of
any
Advance Reimbursement Amount, nor, as a result of the existence of any Advance
Facility, shall the Depositor or the Trustee have any additional responsibility
to track or monitor the administration of the Advance Facility or the payment
of
Advance Reimbursement Amounts to the Servicer’s Assignee.
The
Servicer shall indemnify the Depositor, any successor Servicer, the Trustee
and
the Trust Fund for any claim, loss, liability or damage resulting from any
claim
by the related Advance Financing Person, except to the extent that such claim,
loss, liability or damage (i) in the case of the Depositor, was incurred by
reason of the Depositor’s willful misfeasance, bad faith or negligence in the
performance of duties hereunder or by reason of its reckless disregard of
obligations and duties hereunder, (ii) in the case of a successor Servicer,
was
incurred by reason of such successor Servicer’s willful misfeasance, bad faith
or negligence in the performance of duties hereunder or by reason of its
reckless disregard of obligations and duties hereunder or by reason of a breach
of such successor Servicer’s obligations and duties under this Agreement or
(iii) in the case of the Trustee or the Trust Fund, (A) resulted from a breach
of the Servicer’s or a successor Servicer’s obligations and duties under this
Agreement for which the Trustee is indemnified under Section 8.05(b) or (B)
was
incurred by reason of willful misfeasance, bad faith or negligence of the
Trustee in the performance of its duties hereunder or by reason of the Trustee’s
reckless disregard of obligations and duties hereunder or as a result of a
breach of the Trustee’s obligations under Article X hereof. Notwithstanding the
foregoing, the exclusions set forth in clauses (i), (ii) and (iii) above from
the Servicer’s obligation to indemnify the Depositor, any successor Servicer,
the Trustee and the Trust Fund shall not be applicable, in any case, to the
extent the applicable claim, loss, liability or damage was incurred by reason
of
the Servicer’s willful misfeasance, bad faith or negligence in the performance
of duties hereunder or by reason of its reckless disregard of obligations and
duties hereunder or by reason of a breach of the Servicer’s obligations and
duties under this Agreement.
The
Servicer shall maintain and provide to any successor Servicer and, upon request,
the Trustee a detailed accounting on a loan-by-loan basis as to amounts advanced
by, pledged or assigned to, and reimbursed to any Advancing Financing Person.
The successor Servicer shall be entitled to rely on any such information
provided by the predecessor Servicer, and the successor Servicer shall not
be
liable for any errors in such information.
(d) An
Advance Financing Person who receives an assignment or pledge of rights to
receive Advance Reimbursement Amounts and/or whose obligations are limited
to
the funding of Advances and/or Servicing Advances pursuant to an Advance
Facility shall not be required to meet the criteria for qualification as a
Sub-Servicer.
(e) As
between a predecessor Servicer and its Advance Financing Person, on the one
hand, and a successor Servicer and its Advance Financing Person, if any, on
the
other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect
to each Mortgage Loan as to which an Advance and/or Servicing Advance shall
have
been made and be outstanding shall be allocated on a “first-in, first out”
basis. In the event the Servicer’s Assignee shall have received some or all of
an Advance Reimbursement Amount related to Advances and/or Servicing Advances
that were made by a Person other than such predecessor Servicer or its related
Advance Financing Person in error, then such Servicer’s Assignee shall be
required to remit any portion of such Advance Reimbursement Amount to each
Person entitled to such portion of such Advance Reimbursement Amount. Without
limiting the generality of the foregoing, the Servicer shall remain entitled
to
be reimbursed by the Advance Financing Person for all Advances and/or Servicing
Advances funded by the Servicer to the extent the related Advance Reimbursement
Amounts have not been assigned or pledged to such Advance Financing Person
or
Servicer’s Assignee.
(f) For
purposes of any Officer’s Certificate of the Servicer made pursuant to Section
4.04(d), any Nonrecoverable Advance referred to therein may have been made
by
such Servicer or any predecessor Servicer. In making its determination that
any
Advance or Servicing Advance theretofore made has become a Nonrecoverable
Advance, the Servicer shall apply the same criteria in making such determination
regardless of whether such Advance or Servicing Advance shall have been made
by
the Servicer or any predecessor Servicer.
Any
amendment to this Section 3.29 or to any other provision of this Agreement
that
may be necessary or appropriate to effect the terms of an Advance Facility
as
described generally in this Section 3.29, including amendments to add provisions
relating to a successor Servicer, may be entered into by the Trustee, the
Depositor and the Servicer without the consent of any Certificateholder,
provided such amendment complies with Section 11.01 hereof. All reasonable
costs
and expenses (including attorneys’ fees) of each party hereto of any such
amendment shall be borne solely by the Servicer. The parties hereto hereby
acknowledge and agree that: (a) the Advances and/or Servicing Advances financed
by and/or pledged to an Advance Financing Person under any Advance Facility
are
obligations owed to the Servicer payable only from the cash flows and proceeds
received under this Agreement for reimbursement of Advances and/or Servicing
Advances only to the extent provided herein, and the Trustee and the Trust
are
not, as a result of the existence of any Advance Facility, obligated or liable
to repay any Advances and/or Servicing Advances financed by the Advance
Financing Person; (b) the Servicer will be responsible for remitting to the
Advance Financing Person the applicable amounts collected by it as reimbursement
for Advances and/or Servicing Advances funded by the Advance Financing Person,
subject to the provisions of this Agreement; and (c) the Trustee shall not
have
any responsibility to track or monitor the administration of the financing
arrangement between the Servicer and any Advance Financing Person.
| SECTION 3.30 |
Transfer
of Servicing for Certain Mortgage
Loans.
|
(a) GMAC
Mortgage Corporation shall be the Servicer of the Mortgage Loans originated
by
each Originator other than Countrywide Home Loans LP up to the related Servicing
Transfer Date and shall service such Mortgage Loans in accordance with each
of
the terms of this Agreement, including, but not limited to, the obligation
to
pay amounts in respect of Prepayment Interest Shortfalls (as set forth in
Section 3.24) and to make Advances and Servicing Advances (as set forth in
Section 4.03) and in accordance with customary industry procedures and all
reporting requirements applicable to the Servicer (as set forth in Sections
3.20, 3.21 and 4.06). Furthermore, GMAC Mortgage Corporation agrees to provide
to the Trustee and to ▇▇▇▇▇▇ Loan Servicing LP all reporting required to be
provided by the Servicer pursuant to this Agreement for the period through
the
related Servicing Transfer Date, including reporting of all activity with
respect to the Mortgage Loans for the period prior to such Servicing Transfer
Date (which report would be delivered following such Servicing Transfer Date
consistent with the requirements of this Agreement).
(b) Countrywide
Home Loans Servicing LP shall be the Servicer of the Mortgage Loans originated
by Countrywide Home Loans LP up to the Servicing Transfer Date and shall service
such Mortgage Loans in accordance with each of the terms of Exhibit
B.
(c) The
Depositor shall cause GMAC Mortgage Corporation and Countrywide Home Loans
Servicing LP to transfer servicing to ▇▇▇▇▇▇ Loan Servicing LP in accordance
with the servicing transfer provisions set forth in the servicing agreements
between the Seller and GMAC Mortgage Corporation or Countrywide Home Loans
Servicing LP, as applicable.
ARTICLE
IV
FLOW
OF
FUNDS
| SECTION 4.01 |
Distributions.
|
(a) (I)On
each
Distribution Date, the Trustee shall withdraw from the Distribution Account
that
portion of Available Funds for such Distribution Date consisting of the Interest
Remittance Amount for such Distribution Date, and make the following
disbursements and transfers in the order of priority described below, in each
case to the extent of the Interest Remittance Amount remaining for such
Distribution Date:
(i) to
the
Holders of the Class A Certificates, the Monthly Interest Distributable Amount
and the Unpaid Interest Shortfall Amount, if any, for such
Certificates;
(ii) sequentially,
to the Holders of the Class M-1 Certificates, the Class M-2 Certificates, the
Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates,
the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8
Certificates, the Class M-9 Certificates, the Class M-10 Certificates, the
Class
M-11 Certificates, the Class M-12 Certificates, the Class M-13 Certificates,
the
Class M-14 Certificates and the Class M-15 Certificates, in that order, in
an
amount equal to the Monthly Interest Distributable Amount for each such
Class.
(b) (I)On
each
Distribution Date (a) prior to the Stepdown Date or (b) on which
a
Trigger Event is in effect, distributions in respect of principal to the extent
of the Principal Distribution Amount shall be made in the following amounts
and
order of priority:
(i) to
the
Holders of the Class A Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; and
(ii) sequentially,
to the Holders of the Class M-1 Certificates, the Class M-2 Certificates, the
Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates,
the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8
Certificates, the Class M-9 Certificates, the Class M-10 Certificates, the
Class
M-11 Certificates, the Class M-12 Certificates, the Class M-13 Certificates,
the
Class M-14 Certificates and the Class M-15 Certificates, in that order, in
each
case, until the Certificate Principal Balances thereof have been reduced to
zero.
(II) On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
Event is not in effect, distributions in respect of principal to the extent
of
the Principal Distribution Amount shall be made in the following amounts and
order of priority:
(i) to
the
Holders of the Class A Certificates, the Senior Principal Distribution Amount
until the Certificate Principal Balance thereof has been reduced to
zero;
(ii) to
the
Holders of the Class M-1 Certificates, the Class M-1 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(iii) to
the
Holders of the Class M-2 Certificates, the Class M-2 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(iv) to
the
Holders of the Class M-3 Certificates, the Class M-3 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(v) to
the
Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(vi) to
the
Holders of the Class M-5 Certificates, the Class M-5 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(vii) to
the
Holders of the Class M-6 Certificates, the Class M-6 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(viii) to
the
Holders of the Class M-7 Certificates, the Class M-7 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(ix) to
the
Holders of the Class M-8 Certificates, the Class M-8 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(x) to
the
Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(xi) to
the
Holders of the Class M-10 Certificates, the Class M-10 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(xii) to
the
Holders of the Class M-11 Certificates, the Class M-11 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(xiii) to
the
Holders of the Class M-12 Certificates, the Class M-12 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(xiv) to
the
Holders of the Class M-13 Certificates, the Class M-13 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(xv) to
the
Holders of the Class M-14 Certificates, the Class M-14 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
and
(xvi) to
the
Holders of the Class M-15 Certificates, the Class M-15 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero.
(c) On
each
Distribution Date, the Net Monthly Excess Cashflow shall be distributed as
follows:
(i) beginning
with the Distribution Date in August 2006, to the Holders of the Class or
Classes of Certificates then entitled to receive distributions in respect of
principal, in an amount equal to any Extra Principal Distribution Amount,
without taking into account amounts, if any, received under the Interest Rate
Swap Agreement, distributable to such Holders as part of the Principal
Distribution Amount as described under Section 4.01(b) above;
(ii) sequentially,
to the Holders of the Class M-1 Certificates, the Class M-2 Certificates, the
Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates,
the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8
Certificates, the Class M-9 Certificates, the Class M-10 Certificates, the
Class
M-11 Certificates, the Class M-12 Certificates, the Class M-13 Certificates,
the
Class M-14 Certificates and the Class M-15 Certificates, in that order, first,
up to the Unpaid Interest Shortfall Amount for each such Class and second,
up to
the Allocated Realized Loss Amount for each such Class;
(iii) to
the
Net WAC Rate Carryover Reserve Account, the aggregate of any Net WAC Rate
Carryover Amounts for the Floating Rate Certificates, without taking into
account amounts, if any, received under the Swap Agreement;
(iv) to
the
Swap Provider, any Swap Termination Payments resulting from a Swap Provider
Trigger Event;
(v) to
the
Holders of the Class C Certificates, (a) the Monthly Interest Distributable
Amount for such Distribution Date and (b) on any Distribution Date on which
the
Certificate Principal Balances of the Floating Rate Certificates have been
reduced to zero, any remaining amounts in reduction of the Certificate Principal
Balance of the Class C Certificates, until the Certificate Principal Balance
thereof has been reduced to zero;
(vi) if
such
Distribution Date follows the Prepayment Period during which occurs the latest
date on which a Prepayment Charge may be required to be paid in respect of
any
Mortgage Loans, to the Holders of the Class P Certificates, in reduction of
the
Certificate Principal Balance thereof, until the Certificate Principal Balance
thereof is reduced to zero;
(vii) to
the
Holders of the Class X Certificates (allocated among the Class X Certificates
in
the priority described below), any recoveries in respect of the Charged Off
Loans; and
(viii) any
remaining amounts to the Holders of the Residual Certificates (in respect of
the
Class R-3 Interest).
Any
amounts distributable to the Class X Certificates pursuant to clause (vii)
above, shall be distributed first, to the Class X-1 Certificates, until the
aggregate amount of distributions on the Class X-1 Certificates has reached
$3,553,830 and second, any remaining amounts to the Class X-2
Certificates.
(d) On
each
Distribution Date, after making the distributions of the Available Funds as
set
forth above, the Trustee shall withdraw from the Net WAC Rate Carryover Reserve
Account, to the extent of amounts remaining on deposit therein, the aggregate
of
any Net WAC Rate Carryover Amounts for such Distribution Date and distribute
such amount in the following order of priority:
(i) to
the
Class A Certificates, the related Net WAC Rate Carryover Amount;
and
(ii) sequentially,
to the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3
Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class
M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the
Class M-9 Certificates, the Class M-10 Certificates, the Class M-11
Certificates, the Class M-12 Certificates, the Class M-13 Certificates, the
Class M-14 Certificates and the Class M-15 Certificates, in that order, the
related Net WAC Rate Carryover Amount.
(e) On
each
Distribution Date, after making the distributions of the Available Funds, Net
Monthly Excess Cashflow and amounts on deposit in the Net WAC Rate Carryover
Reserve Account as set forth above, the Trustee shall distribute the amount
on
deposit in the Swap Account as follows:
(i) to
the
Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to the
Interest Rate Swap Agreement for such Distribution Date;
(ii) to
the
Swap Provider, any Swap Termination Payment owed to the Swap Provider not due
to
a Swap Provider Trigger Event pursuant to the Interest Rate Swap
Agreement;
(iii) up
to an
amount equal to the Swap Account Principal Release Amount for such Distribution
Date, to the Holders of the Class or Classes of Certificates then entitled
to
receive distributions in respect of principal, in an amount equal to any Extra
Principal Distribution Amount, distributable to such Holders as part of the
Principal Distribution Amount, after taking into account distributions made
pursuant to Section 4.01(c)(i);
(iv) to
pay
any amounts in excess of the Swap Account Required Balance in the following
order:
(1) to
the
Class A Certificates, the related Monthly Interest Distributable Amount and
Unpaid Interest Shortfall Amount remaining undistributed after the distributions
of the Interest Remittance Amount;
(2) sequentially,
to the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3
Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class
M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the
Class M-9 Certificates, the Class M-10 Certificates, the Class M-11
Certificates, the Class M-12 Certificates, the Class M-13 Certificates, the
Class M-14 Certificates and the Class M-15 Certificates, in that order, the
related Monthly Interest Distributable Amount and Unpaid Interest Shortfall
Amount, to the extent remaining undistributed after the distributions of the
Interest Remittance Amount and the Net Monthly Excess Cashflow;
(3) sequentially
to the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3
Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class
M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the
Class M-9 Certificates, the Class M-10 Certificates, the Class M-11
Certificates, the Class M-12 Certificates, the Class M-13 Certificates, the
Class M-14 Certificates and the Class M-15 Certificates, in that order, in
each
case up to the related Allocated Realized Loss Amount related to such
Certificates for such Distribution Date remaining undistributed after
distribution of the Net Monthly Excess Cashflow;
(4) concurrently,
to the Class A Certificates, the related Net WAC Rate Carryover Amount, to
the
extent remaining undistributed after distributions are made from the Net WAC
Rate Carryover Reserve Account;
(5) sequentially,
to the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3
Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class
M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the
Class M-9 Certificates, the Class M-10 Certificates, the Class M-11
Certificates, the Class M-12 Certificates, the Class M-13 Certificates, the
Class M-14 Certificates and the Class M-15 Certificates, in that order, the
related Net WAC Rate Carryover Amount, to the extent remaining undistributed
after distributions are made from the Net WAC Rate Carryover Reserve Account;
and
(6) any
remaining amounts to the Holders of the Class C Certificates.
(f) On
each
Distribution Date, all amounts representing Prepayment Charges in respect of
the
Mortgage Loans received during the related Prepayment Period and the Servicer
Prepayment Charge Payment Amounts paid by the Servicer during the related
Prepayment Period will be withdrawn from the Distribution Account and
distributed by the Trustee to the Holders of the Class P Certificates and shall
not be available for distribution to the Holders of any other Class of
Certificates. The payment of the foregoing amounts to the Holders of the Class
P
Certificates shall not reduce the Certificate Principal Balances
thereof.
(g) The
Trustee shall make distributions in respect of a Distribution Date to each
Certificateholder of record on the related Record Date (other than as provided
in Section 10.01 respecting the final distribution), in the case of
Certificateholders of the Regular Certificates, by check or money order mailed
to such Certificateholder at the address appearing in the Certificate Register,
or by wire transfer. Distributions among Certificateholders shall be made in
proportion to the Percentage Interests evidenced by the Certificates held by
such Certificateholders.
(h) Each
distribution with respect to a Book-Entry Certificate shall be paid to the
Depository, which shall credit the amount of such distribution to the accounts
of its Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution
to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. All such credits and disbursements
with respect to a Book-Entry Certificate are to be made by the Depository and
the Depository Participants in accordance with the provisions of the
Certificates. None of the Trustee, the Depositor or the Servicer shall have
any
responsibility therefor except as otherwise provided by applicable
law.
On
each
Distribution Date, following the foregoing distributions, an amount equal to
the
amount of Subsequent Recoveries deposited into the Collection Account pursuant
to Section 3.10 shall be applied to increase the Certificate Principal Balance
of the Class of Certificates with the Highest Priority up to the extent of
such
Realized Losses previously allocated to that Class of Certificates pursuant
to
Section 4.08. An amount equal to the amount of any remaining Subsequent
Recoveries shall be applied to increase the Certificate Principal Balance of
the
Class of Certificates with the next Highest Priority, up to the amount of such
Realized Losses previously allocated to that Class of Certificates pursuant
to
Section 4.08. Holders of such Certificates will not be entitled to any
distribution in respect of interest on the amount of such increases for any
Interest Accrual Period preceding the Distribution Date on which such increase
occurs. Any such increases shall be applied to the Certificate Principal Balance
of each Certificate of such Class in accordance with its respective Percentage
Interest.
(i) It
is the
intention of all of the parties hereto that the Class C Certificates receive
all
principal and interest received by the Trust on the Mortgage Loans that is
not
otherwise distributable to any other Class of Regular Certificates or REMIC
Regular Interests and that the Residual Certificates are to receive no principal
and interest. If the Trustee determines that the Residual Certificates are
entitled to any distributions, the Trustee, prior to any such distribution
to
any Residual Certificate, shall notify the Depositor of such impending
distribution but shall make such distribution in accordance with the terms
of
this Agreement until this Agreement is amended as specified in the following
sentence. Upon such notification, the Depositor will request an amendment to
the
Pooling and Servicing Agreement to revise such mistake in the distribution
provisions. The Residual Certificate Holders, by acceptance of their
Certificates, and the Servicer(s), hereby agree to any such amendment and no
further consent shall be necessary, notwithstanding anything to the contrary
in
Section 11.01 of this Pooling and Servicing Agreement; provided, however, that
such amendment shall otherwise comply with Section 11.01 hereof.
| SECTION 4.02 |
[Reserved].
|
| SECTION 4.03 |
Statements.
|
(a) On
each
Distribution Date, based, as applicable, on information provided to it by the
Servicer, the Trustee shall prepare and make available to each Holder of the
Regular Certificates, the Servicer and the Rating Agencies, a statement as
to
the distributions made on such Distribution Date:
(i) the
amount of the distribution made on such Distribution Date to the Holders of
each
Class of Regular Certificates, separately identified, allocable to principal
and
the amount of the distribution made to the Holders of the Class P Certificates
allocable to Prepayment Charges and Servicer Prepayment Charge Payment
Amounts;
(ii) the
amount of the distribution made on such Distribution Date to the Holders of
each
Class of Regular Certificates (other than the Class P Certificates) allocable
to
interest, separately identified;
(iii) the
Net
Monthly Excess Cashflow, the Overcollateralized Amount, the
Overcollateralization Release Amount, the Overcollateralization Deficiency
Amount and the Overcollateralization Target Amount as of such Distribution
Date
and the Excess Overcollateralized Amount for the Mortgage Pool for such
Distribution Date;
(iv) the
fees
and expenses of the Trust Fund accrued and paid on such Distribution Date and
to
whom such fees and expenses were paid;
(v) the
aggregate amount of Advances for the related Due Period (including the general
purpose of such Advances);
(vi) the
Pool
Balance at the Close of Business at the end of the related Due
Period;
(vii) the
number, aggregate Stated Principal Balance, weighted average remaining term
to
maturity and weighted average Mortgage Rate of the Mortgage Loans as of the
related Determination Date;
(viii) the
number and aggregate unpaid Stated Principal Balance of Mortgage Loans that
were
(A) Delinquent (exclusive of Mortgage Loans in bankruptcy or foreclosure and
REO
Properties) (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, (B)
as
to which foreclosure proceedings have been commenced and Delinquent (1) 30
to 59
days, (2) 60 to 89 days and (3) 90 or more days, (C) in bankruptcy and
Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, in
each
case as of the Close of Business on the last day of the calendar month preceding
such Distribution Date and (D) REO Properties, as well as the aggregate
principal balance of Mortgage Loans that were liquidated and the net proceeds
resulting therefrom;
(ix) the
total
number and cumulative Stated Principal Balance of all REO Properties as of
the
Close of Business of the last day of the calendar month preceding the related
Distribution Date;
(x) the
aggregate amount of Principal Prepayments made during the related Prepayment
Period, separately indicating Principal Prepayments in full and Principal
Prepayments in part;
(xi) the
aggregate amount of Realized Losses incurred during the related Prepayment
Period and the cumulative amount of Realized Losses and the aggregate amount
of
Subsequent Recoveries received during the related Prepayment Period and the
cumulative amount of Subsequent Recoveries received since the Closing
Date;
(xii) the
aggregate amount of extraordinary Trust Fund expenses withdrawn from the
Collection Account or the Distribution Account for such Distribution
Date;
(xiii) the
Certificate Principal Balance of each Class of Floating Rate Certificates and
the Class C Certificates, before and after giving effect to the distributions
made on such Distribution Date;
(xiv) the
Monthly Interest Distributable Amount in respect of the Floating Rate
Certificates and the Class C Certificates for such Distribution Date and the
Unpaid Interest Shortfall Amount, if any, with respect to the Floating Rate
Certificates for such Distribution Date;
(xv) the
aggregate amount of any Prepayment Interest Shortfalls for such Distribution
Date, to the extent not covered by payments by the Servicer pursuant to Section
3.24;
(xvi) the
Credit Enhancement Percentage for such Distribution Date;
(xvii) the
Net
WAC Rate Carryover Amount for the Floating Rate Certificates, if any, for such
Distribution Date and the amount remaining unpaid after reimbursements therefor
on such Distribution Date;
(xviii) whether
the Stepdown Date or a Trigger Event has occurred, the Delinquency Percentage
for such Distribution Date and the Realized Loss Percentage for such
Distribution Date;
(xix) the
total
cashflows received and the general sources thereof;
(xx) the
respective Pass-Through Rates applicable to the Floating Rate Certificates
and
the Class C Certificates for such Distribution Date and the Pass-Through Rate
applicable to the Floating Rate Certificates for the immediately succeeding
Distribution Date;
(xxi) the
amount of any Net Swap Payments or Swap Termination Payments; and
(xxii) the
applicable Record Date, Accrual Period and any other applicable determination
dates for calculating distributions for such Distribution Date.
The
Trustee will make such statement (and, at its option, any additional files
containing the same information in an alternative format) available each month
to Certificateholders and the Rating Agencies via the Trustee’s internet
website. The Trustee’s internet website shall initially be located at
“▇▇▇▇▇://▇▇▇.▇▇▇.▇▇.▇▇▇/▇▇▇▇”. Assistance in using the website can be obtained
by calling the Trustee’s customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. Parties that
are unable to use the above distribution option are entitled to have a paper
copy mailed to them via first class mail by calling the customer service desk
and indicating such. The Trustee shall have the right to change the way such
statements are distributed in order to make such distribution more convenient
and/or more accessible to the above parties and the Trustee shall provide timely
and adequate notification to all above parties regarding any such changes.
As a
condition to access to the Trustee’s internet website, the Trustee may require
registration and the acceptance of a disclaimer. The Trustee will not be liable
for the dissemination of information in accordance with this Agreement. The
Trustee shall also be entitled to rely on but shall not be responsible for
the
content or accuracy of any information provided by third parties for purposes
of
preparing the Distribution Date statement and may affix thereto any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability
on the part of any other party thereto).
In
the
case of information furnished pursuant to subclauses (i) and (ii) above, the
amounts shall be expressed in a separate section of the report as a dollar
amount for each Class for each $1,000 original dollar amount as of the Cut-off
Date.
(b) Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall, upon written request, furnish to each Person who at any time during
the
calendar year was a Certificateholder of a Regular Certificate, if requested
in
writing by such Person, such information as is reasonably necessary to provide
to such Person a statement containing the information set forth in subclauses
(i) and (ii) above, aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of
the
Trustee shall be deemed to have been satisfied to the extent that substantially
comparable information shall be prepared and furnished by the Trustee to
Certificateholders pursuant to any requirements of the Code as are in force
from
time to time.
(c) On
each
Distribution Date, the Trustee shall make available to the Residual
Certificateholders a copy of the reports forwarded to the Regular
Certificateholders in respect of such Distribution Date with such other
information as the Trustee deems necessary or appropriate.
(d) Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall
deliver to each Person who at any time during the calendar year was a Residual
Certificateholder, if requested in writing by such Person, such information
as
is reasonably necessary to provide to such Person a statement containing the
information provided pursuant to the previous paragraph aggregated for such
calendar year or applicable portion thereof during which such Person was a
Residual Certificateholder. Such obligation of the Trustee shall be deemed
to
have been satisfied to the extent that substantially comparable information
shall be prepared and furnished to Certificateholders by the Trustee pursuant
to
any requirements of the Code as from time to time in force.
| SECTION 4.04 |
Remittance
Reports; Advances.
|
(a) By
the
second Business Day following each Determination Date, the Servicer shall
deliver or cause to be delivered to the Trustee by telecopy or electronic mail
(or by such other means as the Servicer and the Trustee may agree from time
to
time) up to two Remittance Reports with respect to the related Distribution
Date, which Remittance Reports the Trustee shall use in preparing the statement
pursuant to Section 4.03. No later than the second Business Day following each
Determination Date, the Servicer shall deliver or cause to be delivered to
the
Trustee in addition to the information provided on the Remittance Report, such
other information reasonably available to it with respect to the Mortgage Loans
as the Trustee may reasonably require to perform the calculations necessary
to
(i) make the distributions contemplated by Section 4.01, (ii) to prepare the
statements to Certificateholders contemplated by Section 4.03 and (iii) to
prepare the Form 10-D contemplated by Section 4.05.
The
Trustee shall not be responsible to recompute, recalculate or verify any
information provided to it by the Servicer. The Trustee shall, at the request
of
the Servicer, deliver or make available to the Servicer, any Remittance Reports
received by it from Countrywide Home Loans Servicing LP.
(b) The
amount of Advances to be made by the Servicer for any Distribution Date shall
equal, subject to Section 4.04(d), the sum of (i) the aggregate amount of the
interest portion of Monthly Payments (net of the related Servicing Fee), due
during the related Due Period in respect of the Mortgage Loans (other than
with
respect to any REO Property as described in clause (ii) below or a Balloon
Mortgage Loan as described below), which Monthly Payments were delinquent on
a
contractual basis as of the Close of Business on the related Determination
Date
and (ii) with respect to each REO Property, which REO Property was acquired
during or prior to the related Due Period and as to which REO Property an REO
Disposition did not occur during the related Due Period, an amount equal to
the
excess, if any, of the REO Imputed Interest on such REO Property for the most
recently ended calendar month, over the net income from such REO Property
transferred to the Distribution Account pursuant to Section 3.23 for
distribution on such Distribution Date. For purposes of the preceding sentence,
the Monthly Payment on each Balloon Mortgage Loan with a delinquent Balloon
Payment is equal to the assumed monthly payment of interest that would have
been
due on the related Due Date based on the original principal amortization
schedule for such Balloon Mortgage Loan. In addition, the Servicer shall not
be
required to advance any Relief Act Interest Shortfalls or to cover Prepayment
Interest Shortfalls in excess of its obligations under Section
3.24.
On
or
before 3:00 p.m. New York time on the Servicer Remittance Date, the Servicer
shall remit in immediately available funds to the Trustee for deposit in the
Distribution Account an amount equal to the aggregate amount of Advances, if
any, to be made in respect of the Mortgage Loans and REO Properties for the
related Distribution Date either (i) from its own funds or (ii) from the
Collection Account, to the extent of funds held therein for future distribution
(in which case it will cause to be made an appropriate entry in the records
of
Collection Account that amounts held for future distribution have been, as
permitted by this Section 4.04, used by the Servicer in discharge of any such
Advance) or (iii) in the form of any combination of (i) and (ii) aggregating
the
total amount of Advances to be made by the Servicer with respect to the Mortgage
Loans and REO Properties. Servicing Advances, if any, to be made by the Servicer
in respect of the Mortgage Loans and REO Properties for the related Distribution
Date may be made either (i) from its own funds, (ii) from the Collection
Account, to the extent of funds held therein for future distribution (in which
case, it shall cause to be made an appropriate entry in the records of the
Collection Account that amounts held for future distribution have been, as
permitted by this Section 4.03, used by the Servicer in discharge of any such
Servicing Advance) or (iii) in the form of any combination of (i) and (ii)
aggregating the total amount of Servicing Advances to be made by the Servicer
with respect to the Mortgage Loans and REO Properties. Any amounts held for
future distribution used by the Servicer to make an Advance or Servicing Advance
as permitted in the preceding sentence shall be appropriately reflected in
the
Servicer’s records and replaced by the Servicer by deposit in the Collection
Account on or before any future Servicer Remittance Date to the extent that
the
Available Funds for the related Distribution Date (determined without regard
to
Advances and Servicing Advances to be made on the Servicer Remittance Date)
shall be less than the total amount that would be distributed to the Classes
of
Certificateholders pursuant to Section 4.01 on such Distribution Date if such
amounts held for future distributions had not been so used to make Advances.
The
Trustee will provide notice to the Servicer by telecopy by the Close of Business
on any Servicer Remittance Date in the event that the amount remitted by the
Servicer to the Trustee on such date is less than the Advances required to
be
made by the Servicer for the related Distribution Date, as set forth in the
related Remittance Report.
(c) The
obligation of the Servicer to make such Advances is mandatory, notwithstanding
any other provision of this Agreement but subject to (d) below, and, with
respect to any Mortgage Loan, shall continue until the Mortgage Loan is paid
in
full or until all Liquidation Proceeds thereon have been recovered, or a Final
Recovery Determination has been made thereon.
(d) Notwithstanding
anything herein to the contrary, no Advance or Servicing Advance shall be
required to be made hereunder by the Servicer if such Advance or Servicing
Advance would, if made, constitute a Nonrecoverable Advance. The determination
by the Servicer that it has made a Nonrecoverable Advance or that any proposed
Advance or Servicing Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officers’ Certificate of the Servicer
delivered to the Depositor and the Trustee.
| SECTION 4.05 |
Commission
Reporting.
|
(a) The
Trustee and the Servicer shall reasonably cooperate with the Depositor in
connection with the Trust’s satisfying the reporting requirements under the
Exchange Act.
(b) (i)
Within 12 calendar days after each Distribution Date, the Trustee shall, in
accordance with industry standards, file with the Commission via the Electronic
Data Gathering and Retrieval System (“▇▇▇▇▇”), a Distribution Report on Form
10-D, signed by the Depositor, with a copy of the monthly statement to be
furnished by the Trustee to the Certificateholders for such Distribution Date.
Any disclosure in addition to the monthly statement required to be included
on
the Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and
prepared by the entity that is indicated in Exhibit T as the responsible party
for providing that information, if other than the Trustee, and the Trustee
will
have no duty or liability to verify the accuracy or sufficiency of any such
Additional Form 10-D Disclosure and the Trustee shall have no liability with
respect to any failure to properly prepare or file such Form 10-D resulting
from
or relating to the Trustee’s inability or failure to obtain any information in a
timely manner from the party responsible for delivery of such Additional Form
10-D Disclosure.
Within
3
calendar days after the related Distribution Date, each entity that is indicated
in Exhibit T as the responsible party for providing Additional Form 10-D
Disclosure shall be required to provide to the Trustee and the Depositor, to
the
extent known, clearly identifying which item of Form 10-D the information
relates to, any Additional Form 10-D Disclosure, if applicable. The Trustee
shall compile the information provided to it, prepare the Form 10-D and forward
the Form 10-D to the Depositor for verification. The Depositor will approve,
as
to form and substance, or disapprove, as the case may be, the Form 10-D. No
later than three Business Days prior to the 10th
calendar
day after the related Distribution Date, an officer of the Depositor shall
sign
the Form 10-D and return an electronic or fax copy of such signed Form 10-D
(with an original executed hard copy to follow by overnight mail) to the
Trustee.
(ii) Within
four (4) Business Days after the occurrence of an event requiring disclosure
on
Form 8-K (each such event, a “Reportable Event”), the Depositor shall prepare
and file any Form 8-K, as required by the Exchange Act, in addition to 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 T as the
responsible party for providing that information.
For
so
long as the Trust is subject to the Exchange Act reporting requirements, no
later than the end of business on the second Business Day after the occurrence
of a Reportable Event, the entity that is indicated in Exhibit T as the
responsible party for providing Form 8-K Disclosure Information shall be
required to provide to the Depositor, to the extent known, the form and
substance of any Form 8-K Disclosure Information, if applicable. The Depositor
shall compile the information provided to it, and prepare and file the Form
8-K,
which shall be signed by an officer of the Depositor.
(iii) Prior
to
January 30 of the first year in which the Trustee is able to do so under
applicable law, the Trustee shall, in accordance with industry standards, file
a
Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior
to (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice
shall
have been filed, prior to March 15 of each year thereafter, the Servicer shall
provide the Trustee with an Annual Compliance Statement, together with a copy
of
the Assessment of Compliance and Attestation Report to be delivered by the
Servicer pursuant to Sections 3.20 and 3.21 (including with respect to any
Sub-Servicer or any subcontractor, if required to be filed). Prior to (x) March
31, 2007 and (y) unless and until a Form 15 Suspension Notice shall have been
filed, March 31 of each year thereafter, the Trustee shall file a Form 10-K,
in
substance as required by applicable law or applicable Securities and Exchange
Commission staff’s interpretations and conforming to industry standards, with
respect to the Trust Fund. Such Form 10-K shall include the Assessment of
Compliance, Attestation Report, Annual Compliance Statements and other
documentation provided by the Servicer pursuant to Sections 3.20 and 3.21
(including with respect to any Sub-Servicer or subcontractor, if required to
be
filed) and Section 3.21 with respect to the Trustee, and the Form 10-K
certification in the form attached hereto as Exhibit N-1 (the “Certification”)
signed by the senior officer of the Depositor in charge of securitization.
The
Trustee shall receive the items described in the preceding sentence no later
than March 15 of each calendar year prior to the filing deadline for the Form
10-K.
Any
disclosure or information in addition to that described in the preceding
paragraph 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 T as the responsible party for providing that information, if other
than
the Trustee, and the Trustee will have no duty or liability to verify the
accuracy or sufficiency of any such Additional Form 10-K
Disclosure.
If
information, data and exhibits to be included in the Form 10-K are not so timely
delivered, the Trustee shall file an amended Form 10-K including such
documents as exhibits reasonably promptly after they are delivered to the
Trustee. The Trustee shall have no liability with respect to any failure to
properly prepare or file such periodic reports resulting from or relating to
the
Trustee’s inability or failure to timely obtain any information from any other
party.
Prior
to
(x) March 1, 2007 and (y) unless and until a Form 15 Suspension Notice shall
have been filed, prior to March 1 of each year thereafter, each entity that
is
indicated in Exhibit T as the responsible party for providing Additional Form
10-K Disclosure shall be required to provide to the Trustee and the Depositor,
to the extent known, the form and substance of any Additional Form 10-K
Disclosure Information, if applicable. The Trustee shall compile the information
provided to it, prepare the Form 10-K and forward the Form 10-K to the Depositor
for verification. The Depositor will approve, as to form and substance, or
disapprove, as the case may be, the Form 10-K by no later than March 25 of
the
relevant year (or the immediately preceding Business Day if March 25 is not
a
Business Day), an officer of the Depositor 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 Trustee.
The
Servicer shall be responsible for determining the pool concentration applicable
to any Sub-Servicer to which the Servicer delegated any of its responsibilities
with respect to the Mortgage Loans at any time, for purposes of disclosure
as
required by Items 1117 and 1119 of Regulation AB. The Trustee will provide
electronic or paper copies of all Form 10-D, 8-K and 10-K filings free of charge
to any Certificateholder upon request. Any expenses incurred by the Trustee
in
connection with the previous sentence shall be reimbursable to the Trustee
out
of the Trust Fund.
The
Trustee shall sign a certification (in the form attached hereto as
Exhibit N-3) for the benefit of the Depositor and its officers, directors
and Affiliates in respect of items 1 through 3 of the Certification (provided,
however, that the Trustee shall not undertake an analysis of the Attestation
Report attached as an exhibit to the Form 10-K), and the Servicer shall sign
a
certification (the “Servicer Certification) solely with respect to the Servicer
(in the form attached hereto as Exhibit N-2) for the benefit of the
Depositor, the Trustee and each Person, if any, who “controls” the Depositor or
the Trustee within the meaning of the Securities Act of 1933, as amended, and
their respective officers and directors. Each such certification shall be
delivered to the Depositor and the Trustee by March 20th
of each
year (or if not a Business Day, the immediately preceding Business Day). The
Certification attached hereto as Exhibit N-1 shall be delivered to the
Trustee by March 25th
for
filing on or prior to March 30th
of each
year (or if not a Business Day, the immediately preceding Business
Day).
(c) (A)
The
Trustee shall indemnify and hold harmless the Depositor, the Servicer and their
respective officers, directors and Affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees
and
related costs, judgments and other costs and expenses arising out of or based
upon (i) a breach of the Trustee’s obligations under this Section 4.05 caused by
the Trustee’s negligence, bad faith or willful misconduct in connection
therewith or (ii) any material misstatement or omission in the Assessment of
Compliance delivered by the Trustee pursuant to Section 3.21, and (B) the
Servicer shall indemnify and hold harmless the Depositor, the Trustee and their
respective officers, directors and Affiliates from and against any actual
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out
of or
based upon (i) the failure of the Servicer to timely deliver the Servicer
Certification or (ii) any material misstatement or omission in the Statement
as
to Compliance delivered by the Servicer pursuant to Section 3.20, the Assessment
of Compliance delivered by the Servicer pursuant to Section 3.21 or the Servicer
Certification. If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Depositor, then (i) the Trustee agrees that
it
shall contribute to the amount paid or payable by the Depositor as a result
of
the losses, claims, damages or liabilities of the Depositor in such proportion
as is appropriate to reflect the relative fault of the Depositor on the one
hand
and the Trustee on the other in connection with a breach of the Trustee’s
obligations under this Section 4.05 caused by the Trustee’s negligence, bad
faith or willful misconduct in connection therewith and (ii) the Servicer agrees
that it shall contribute to the amount paid or payable by the Depositor and
the
Trustee as a result of the losses, claims, damages or liabilities of the
Depositor and the Trustee in such proportion as is appropriate to reflect the
relative fault of the Depositor and the Trustee on the one hand and the Servicer
on the other in connection with the Servicer Certification and the related
obligations of the Servicer under this Section 4.05.
(d) Upon
any
filing with the Securities and Exchange Commission, the Trustee shall promptly
deliver to the Depositor a copy of any such executed report, statement or
information.
| SECTION 4.06 |
[Reserved]
|
| SECTION 4.07 |
[Reserved]
|
| SECTION 4.08 |
Distributions
on the REMIC Regular Interests.
|
(a) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts which shall be deemed to be distributed by REMIC 1 to
REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-1 Interest), as the case may be:
(1) to
Holders of each of REMIC 1 Regular Interest I and REMIC 1 Regular Interest
I-1-A
through I-41-B, on a pro
rata
basis,
in an amount equal to (A) Uncertificated Accrued Interest for such REMIC 1
Regular Interests for such Distribution Date, plus (B) any amounts payable
in
respect thereof remaining unpaid from previous Distribution Dates;
(2) to
the
extent of amounts remaining after the distributions made pursuant to clause
(A)
above, payments of principal shall be allocated as follows: first, to REMIC
1
Regular interests I-1-A through I-41-B starting with the lowest numerical
denomination until the Uncertificated Principal Balance of each such REMIC
1
Regular Interest is reduced to zero, provided that, for REMIC 1 Regular
Interests with the same numerical denomination, such payments of principal
shall
be allocated pro rata between such REMIC 1 Regular Interests, and second, to
the
extent of the Overcollateralization Release Amounts, to REMIC 1 Regular Interest
I-41-B until the Uncertificated Principal Balance of such REMIC 1 Regular
Interest is reduced to zero; and
(3) to
the
Holders of REMIC 1 Regular Interest P, (A) on each Distribution Date, 100%
of
the amount paid in respect of Prepayment Charges and (B) on the Distribution
Date immediately following the expiration of the latest Prepayment Charge as
identified on the Prepayment Charge Schedule or any Distribution Date thereafter
until $100 has been distributed pursuant to this clause.
(b) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts which shall be deemed to be distributed by REMIC 2 to
REMIC 3 on account of the REMIC 2 Regular Interests or withdrawn from the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-2 Interest), as the case may be:
(1) first,
to
the Holders of REMIC 2 Regular Interest LTIO, in an amount equal to (A)
Uncertificated Accrued Interest for such REMIC 2 Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates;
(2) second,
to the extent of Available Funds, to Holders of REMIC 2 Regular Interest LTAA,
REMIC 2 Regular Interest LTA, REMIC 2 Regular Interest LTM1, REMIC 2 Regular
Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4,
REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular
Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9,
REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTM11, REMIC 2 Regular
Interest LTM12, REMIC 2 Regular Interest LTM13, REMIC 2 Regular Interest LTM14,
REMIC 2 Regular Interest LTM15, REMIC 2 Regular Interest LTZZ and REMIC 2
Regular Interest LTP, on a pro
rata
basis,
in an amount equal to (A) the Uncertificated Accrued Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest
in respect of REMIC 2 Regular Interest LTZZ shall be reduced and deferred when
the REMIC 2 Overcollateralization Amount is less than the REMIC 2
Overcollateralization Target Amount, by the lesser of (x) the amount of such
difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount
and such amount will be payable to the Holders of REMIC 2 Regular Interest
LTA,
REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular
Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5,
REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular
Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10,
REMIC 2 Regular Interest LTM11, REMIC 2 Regular Interest LTM12, REMIC 2 Regular
Interest LTM13, REMIC 2 Regular Interest LTM14, REMIC 2 Regular Interest LTM15
in the same proportion as the Overcollateralization Deficiency Amount is
allocated to the Corresponding Certificates and the Uncertificated Principal
Balance of the REMIC 2 Regular Interest LTZZ shall be increased by such amount;
and
(3) third,
to
the Holders of REMIC 2 Regular Interests, in an amount equal to the remainder
of
the Available Funds for such Distribution Date after the distributions made
pursuant to clause (i) above, allocated as follows:
(a) 98.00%
of
such remainder to the Holders of REMIC 2 Regular Interest LTAA and REMIC 2
Regular Interest LTP, until the Uncertificated Principal Balance of such
Uncertificated REMIC 2 Regular Interest is reduced to zero; provided, however,
that REMIC 2 Regular Interest LTP shall not be reduced until the Distribution
Date immediately following the expiration of the latest Prepayment Charge as
identified on the Prepayment Charge Schedule or any Distribution Date
thereafter, at which point such amount shall be distributed to REMIC 2 Regular
Interest LTP, until $100 has been distributed pursuant to this
clause;
(b) 2.00%
of
such remainder first, to the Holders of REMIC 2 Regular Interest LTA, REMIC
2
Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest
LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2
Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest
LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC
2
Regular Interest LTM11, REMIC 2 Regular Interest LTM12, REMIC 2 Regular Interest
LTM13, REMIC 2 Regular Interest LTM14 and REMIC 2 Regular Interest LTM15, of
and
in the same proportion as principal payments are allocated to the Corresponding
Certificates, until the Uncertificated Principal Balances of such REMIC 2
Regular Interests are reduced to zero, and second, to the Holders of REMIC
2
Regular Interest LTZZ, until the Uncertificated Principal Balance of such REMIC
2 Regular Interest is reduced to zero; and
(c) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-2 Interest).
| SECTION 4.09 |
Allocation
of Realized Losses.
|
(a) All
Realized Losses on the Mortgage Loans allocated to any Regular Certificate
shall
be allocated by the Trustee on each Distribution Date as follows: first, to
Net
Monthly Excess Cashflow; second, to
Net
Swap
Payments received under the Interest Rate Swap Agreement; third, to the Class
C
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; fourth, to the Class M-15 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; fifth, to the Class M-14 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; sixth,
to the Class M-13 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; seventh, to the Class M-12 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; eighth, to
the
Class M-11 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; ninth, to the Class M-10 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; tenth, to the
Class M-9 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; eleventh, to the Class M-8 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; twelfth, to the Class M-7
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; thirteenth, to the Class M-6 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; fourteenth, to
the
Class M-5 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero,
fifteenth, to the Class M-4 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero, sixteenth, to the Class M-3
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero, seventeenth, to the Class M-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero and eighteenth, to the Class
M-1 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero. All Realized Losses to be allocated to the Certificate
Principal Balances of all Classes on any Distribution Date shall be so allocated
after the actual distributions to be made on such date as provided above. All
references above to the Certificate Principal Balance of any Class of
Certificates shall be to the Certificate Principal Balance of such Class
immediately prior to the relevant Distribution Date, before reduction thereof
by
any Realized Losses, in each case to be allocated to such Class of Certificates,
on such Distribution Date.
Any
allocation of Realized Losses to a Mezzanine Certificate on any Distribution
Date shall be made by reducing the Certificate Principal Balance thereof by
the
amount so allocated; any allocation of Realized Losses to a Class C Certificates
shall be made first by reducing the amount otherwise payable in respect thereof
pursuant to Section 4.01(c)(v). No allocations of any Realized Losses shall
be
made to the Certificate Principal Balances of the Senior Certificates or the
Class P Certificates.
(b) With
respect to the REMIC 1 Regular Interests, all Realized Losses on the Mortgage
Loans shall be allocated by the Trustee on each Distribution Date, first to
REMIC 1 Regular Interest I until the Uncertificated Principal Balance has been
reduced to zero, and second, to REMIC 1 Regular Interest I-1-A through REMIC
1
Regular Interest I-41-B, starting with the lowest numerical denomination until
such REMIC 1 Regular Interest has been reduced to zero, provided that, for
REMIC
1 Regular Interests with the same numerical denomination, such Realized Losses
shall be allocated pro
rata
between
such REMIC 1 Regular Interests.
(c) All
Realized Losses on the Mortgage Loans shall be deemed to have been allocated
in
the specified percentages, as follows: first, to Uncertificated Accrued Interest
payable to the REMIC 2 Regular Interest LTAA and REMIC 2 Regular Interest LTZZ
up to an aggregate amount equal to the REMIC 2 Interest Loss Allocation Amount,
98% and 2%, respectively; second, to the Uncertificated Principal Balances
of
REMIC 2 Regular Interest LTAA and REMIC 2 Regular Interest LTZZ up to an
aggregate amount equal to the REMIC 2 Principal Loss Allocation Amount, 98%
and
2%, respectively; third, to the Uncertificated Principal Balances of REMIC
2
Regular Interest LTAA, REMIC 2 Regular Interest LTM15 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTM15 has been reduced to zero; fourth,
to
the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC
2
Regular Interest LTM14 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LTM14 has been reduced to zero; fifth, to the Uncertificated Principal
Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM13 and
REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTM13 has been
reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC 2
Regular Interest LTAA, REMIC 2 Regular Interest LTM12 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTM12 has been reduced to zero; seventh,
to
the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC
2
Regular Interest LTM11 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LTM11 has been reduced to zero; eighth, to the Uncertificated Principal
Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM10 and
REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTM10 has been
reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC 2
Regular Interest LTAA, REMIC 2 Regular Interest LTM9 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTM9 has been reduced to zero; tenth, to
the
Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2
Regular Interest LTM8 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LTM8 has been reduced to zero; eleventh, to the Uncertificated
Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest
LTM7 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until
the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTM7 has been
reduced to zero; twelfth, to the Uncertificated Principal Balances of REMIC
2
Regular Interest LTAA, REMIC 2 Regular Interest LTM6 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTM6 has been reduced to zero; thirteenth,
to the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA,
REMIC
2 Regular Interest LTM5 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LTM5 has been reduced to zero;
fourteenth, to the Uncertificated Principal Balances of REMIC 2 Regular Interest
LTAA, REMIC 2 Regular Interest LTM4 and REMIC 2 Regular Interest LTZZ, 98%,
1%
and 1%, respectively, until the Uncertificated Principal Balance of REMIC 2
Regular Interest LTM4 has been reduced to zero; fifteenth, to the Uncertificated
Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest
LTM3 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until
the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTM3 has been
reduced to zero; sixteenth, to the Uncertificated Principal Balances of REMIC
2
Regular Interest LTAA, REMIC 2 Regular Interest LTM2 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTM2 has been reduced to zero and
seventeenth, to the Uncertificated Principal Balances of REMIC 2 Regular
Interest LTAA, REMIC 2 Regular Interest LTM1 and REMIC 2 Regular Interest LTZZ,
98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
REMIC 2 Regular Interest LTM1 has been reduced to zero.
| SECTION 4.10 |
Swap
Account.
|
(a) On
the
Closing Date, there is hereby established a separate trust (the “Supplemental
Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap
Agreement. The Supplemental Interest Trust shall be maintained by the
Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No
later than the Closing Date, the Supplemental Interest Trust Trustee shall
establish and maintain a separate, segregated trust account to be held in the
Supplemental Interest Trust, titled, “Swap Account, Deutsche Bank National Trust
Company, as Supplemental Interest Trust Trustee, in trust for the registered
Certificateholders of Soundview Home Loan Trust 2006-A, Asset-Backed
Certificates, Series 2006-A.” Such account shall be an Eligible Account and
funds on deposit therein shall be held separate and apart from, and shall not
be
commingled with, any other moneys, including, without limitation, other moneys
of the Trustee held pursuant to this Agreement. Amounts therein shall be held
uninvested.
(b) On
each
Distribution Date, prior to any distribution to any Certificate, the
Supplemental Interest Trust Trustee shall deposit into the Swap Account: (i)
the
amount of any Net Swap Payment or Swap Termination Payment (other than any
Swap
Termination Payment resulting from a Swap Provider Trigger Event) owed to the
Swap Provider (after taking into account any upfront payment received from
the
counterparty to a replacement interest rate swap agreement) from funds collected
and received with respect to the Mortgage Loans prior to the determination
of
Available Funds. For federal income tax purposes, any amounts paid to the Swap
Provider on each Distribution Date shall first be deemed paid to the Swap
Provider in respect of REMIC 17 Regular Interest SWAP IO to the extent of the
amount distributable on REMIC 17 Regular Interest SWAP IO on such Distribution
Date, and any remaining amount shall be deemed paid to the Swap Provider in
respect of a Class IO Distribution Amount (as defined below).
(c) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Supplemental Interest Trust be disregarded
as
an entity separate from the Holder of the Class C Certificates unless and until
the date when either (a) there is more than one Class C Certificateholder or
(b)
any Class of Certificates in addition to the Class C Certificates is
recharacterized as an equity interest in the Supplemental Interest Trust for
federal income tax purposes, in which case it is the intention of the parties
hereto that, for federal and state income and state and local franchise tax
purposes, the Supplemental Interest Trust be treated as a partnership. The
Supplemental Interest Trust will be an “outside reserve fund” within the meaning
of Treasury regulation Section 1.860G-2(h).
(d) To
the
extent that the Supplemental Interest Trust is determined to be a separate
legal
entity from the Supplemental Interest Trust Trustee, any obligation of the
Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
shall
be deemed to be an obligation of the Supplemental Interest Trust.
(e) The
Trustee shall treat the Holders of Certificates (other than the Class P, Class
C, Class R and Class R-X Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class C Certificates.
Pursuant to each such notional principal contract, all Holders of Certificates
(other than the Class P, Class C, Class R and Class R-X Certificates) shall
be
treated as having agreed to pay, on each Distribution Date, to the Holder of
the
Class C Certificates an aggregate amount equal to the excess, if any, of (i)
the
amount payable on such Distribution Date on the REMIC 2 Regular Interest
corresponding to such Class of Certificates over (ii) the amount payable on
such
Class of Certificates on such Distribution Date (such excess, a “Class
IO
Distribution Amount”). A Class IO Distribution Amount payable from interest
collections shall be allocated pro
rata
among
such Certificates based on the excess of (a) the amount of interest otherwise
payable to such Certificates over (ii) the amount of interest payable to such
Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO
Distribution Amount payable from principal collections shall be allocated to
the
most subordinate Class of Certificates with an outstanding principal balance
to
the extent of such balance. In addition, pursuant to such notional principal
contract, the Holder of the Class C Certificates shall be treated as having
agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates
(other than the Class C, Class P, Class R and Class R-X Certificates) in
accordance with the terms of this Agreement. Any payments to the Certificates
from amounts deemed received in respect of this notional principal contract
shall not be payments with respect to a Regular Interest in a REMIC within
the
meaning of Code Section 860G(a)(1). However, any payment from the Certificates
(other than the Class C, Class P, Class R and Class R-X Certificates) of a
Class
IO Distribution Amount shall be treated for tax purposes as having been received
by the Holders of such Certificates in respect of their interests in a REMIC
and
as having been paid by such Holders pursuant to the notional principal contract.
Thus, each Certificate (other than the Class P, Class R and Class R-X
Certificates) shall be treated as representing not only ownership of Regular
Interests in a REMIC, but also ownership of an interest in, and obligations
with
respect to, a notional principal contract.
(f) The
Supplemental Interest Trust Trustee shall, at the direction of the Depositor,
enforce all of its rights and exercise any remedies under the Interest Rate
Swap
Agreement. In the event the Swap Agreement is terminated prior to the Optional
Termination Date as a result of the designation by either party thereto of
an
Early Termination Date (as defined therein), the Supplemental Interest Trust
Trustee shall, at the direction of the Depositor, appoint a replacement
counterparty to enter into a replacement swap agreement. The Supplemental
Interest Trust Trustee shall have no responsibility with regard to the selection
of a replacement swap provider or the negotiation of a replacement swap
agreement. Any Swap Termination Payment received by the Supplemental Interest
Trust Trustee shall be deposited in the Swap Account and shall be used to make
any upfront payment required under a replacement swap agreement and any upfront
payment received from the counterparty to a replacement swap agreement shall
be
used to pay any Swap Termination Payment owed to the Swap Provider.
If the
Supplemental Interest Trust Trustee is unable to appoint a successor swap
provider within 30 days of the Early Termination Date, then the Supplemental
Interest Trust Trustee will deposit any Swap Termination Payment received from
the original Swap Provider into the Swap Account and will, on each subsequent
Distribution Date, withdraw from the amount then remaining on deposit in the
Swap Account an amount equal to the Net Swap Payment, if any, that would have
been paid to the Supplemental Interest Trust by the original Swap Provider
calculated in accordance with the terms of the original Interest Rate Swap
Agreement, and distribute such amount in accordance with the terms
hereof.
| SECTION 4.11 |
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
For
federal income tax purposes, each holder of a Floating Rate Certificate is
deemed to own an undivided beneficial ownership interest in a REMIC regular
interest and the right to receive payments from either the Net WAC Rate
Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate
Carryover Amount or the obligation to make payments to the Swap Account. For
federal income tax purposes, the Trustee will account for payments to each
Floating Rate Certificates as follows: each Floating Rate Certificate will
be
treated as receiving their entire payment from a REMIC (regardless of any Swap
Termination Payment or obligation under the Interest Rate Swap Agreement) and
subsequently paying their portion of any Swap Termination Payment in respect
of
each such Class’ obligation under the Interest Rate Swap Agreement. In the event
that any such Class is resecuritized in a REMIC, the obligation under the
Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any
shortfall in Swap Provider Fee), will be made by one or more of the REMIC
Regular Interests issued by the resecuritization REMIC subsequent to such REMIC
Regular Interest receiving its full payment from any such Floating Rate
Certificate.
The
REMIC
regular interest corresponding to a Floating Rate Certificate will be entitled
to receive interest and principal payments at the times and in the amounts
equal
to those made on the certificate to which it corresponds, except that (i) the
maximum interest rate of that REMIC regular interest will equal the Net WAC
Rate
computed for this purpose by limiting the Base Calculation Amount of the
Interest Rate Swap Agreement to the aggregate Stated Principal Balance of the
Mortgage Loans and (ii) any Swap Termination Payment will be treated as being
payable solely from Net Monthly Excess Cashflow. As a result of the foregoing,
the amount of distributions and taxable income on the REMIC regular interest
corresponding to a Floating Rate Certificate may exceed the actual amount of
distributions on the Floating Rate Certificate.
ARTICLE
V
THE
CERTIFICATES
| SECTION 5.01 |
The
Certificates.
|
Each
of
the Floating Rate Certificates, the Class P Certificates, the Class C
Certificates and the Residual Certificates shall be substantially in the forms
annexed hereto as exhibits, and shall, on original issue, be executed,
authenticated and delivered by the Trustee to or upon the order of the Depositor
concurrently with the sale and assignment to the Trustee of the Trust Fund.
The
Floating Rate Certificates shall be initially evidenced by one or more
Certificates representing a Percentage Interest with a minimum dollar
denomination of $25,000 and integral dollar multiples of $1.00 in excess
thereof; provided, that the Floating Rate Certificates must be purchased in
minimum total investments of $100,000 per Class and that one Certificate of
each
such Class of Certificates may be in a different denomination so that the sum
of
the denominations of all outstanding Certificates of such Class shall equal
the
Certificate Principal Balance of such Class on the Closing Date. The Class
C
Certificates, the Class P Certificates and the Residual Certificates are
issuable in any Percentage Interests; provided, however, that the sum of all
such percentages for each such Class totals 100% and no more than ten
Certificates of each Class may be issued and outstanding at any one
time.
The
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature on behalf of the Trustee by a Responsible Officer. Certificates
bearing the manual or facsimile signatures of individuals who were, at the
time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trust, notwithstanding that such individuals or any of them
have
ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificate.
No
Certificate shall be entitled to any benefit under this Agreement or be valid
for any purpose, unless such Certificate shall have been manually authenticated
by the Trustee substantially in the form provided for herein, and such
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
Subject to Section 5.02(c), the Floating Rate Certificates shall be Book-Entry
Certificates. The other Classes of Certificates shall not be Book-Entry
Certificates.
| SECTION 5.02 |
Registration
of Transfer and Exchange of
Certificates.
|
(a) The
Certificate Registrar shall cause to be kept at the Corporate Trust Office
a
Certificate Register in which, subject to such reasonable regulations as it
may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee shall initially serve as Certificate Registrar for the purpose
of
registering Certificates and transfers and exchanges of Certificates as herein
provided.
Upon
surrender for registration of transfer of any Certificate at any office or
agency of the Certificate Registrar maintained for such purpose pursuant to
the
foregoing paragraph which office shall initially be the offices of the Trustee’s
agent located at DB Services Tennessee, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and, in the case of a Residual Certificate, upon
satisfaction of the conditions set forth below, the Trustee on behalf of the
Trust shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of the same aggregate
Percentage Interest.
At
the
option of the Certificateholders, Certificates may be exchanged for other
Certificates in authorized denominations and the same aggregate Percentage
Interests, upon surrender of the Certificates to be exchanged at any such office
or agency. Whenever any Certificates are so surrendered for exchange, the
Trustee shall execute on behalf of the Trust and authenticate and deliver the
Certificates which the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for registration of transfer
or exchange shall (if so required by the Trustee or the Certificate Registrar)
be duly endorsed by, or be accompanied by a written instrument of transfer
satisfactory to the Trustee and the Certificate Registrar duly executed by,
the
Holder thereof or his attorney duly authorized in writing. In addition, (i)
with
respect to each Class R Certificate, the holder thereof may exchange, in the
manner described above, such Class R Certificate for separate certificates,
each
representing such holder’s respective Percentage Interest in the Class R-1
Interest, the Class R-2 Interest and the Class R-3 Interest that was evidenced
by the Class R Certificate being exchanged and (ii) with respect to each Class
R-X Certificate, the holder thereof may exchange, in the manner described above,
such Class R-X Certificate for separate certificates, each representing such
holder’s respective Percentage Interest in the Class R-4 Interest, the Class R-5
Interest, the Class R-6 Interest, the Class R-7 Interest, the Class R-8
Interest, the Class R-9 Interest, the Class R-10 Interest, the Class R-11
Interest, the Class R-12 Interest, the Class R-13 Interest, the Class R-14
Interest, the Class R-15 Interest, the Class R-16 Interest and the Class R-17
Interest that was evidenced by the Class R-X Certificate being
exchanged.
(b) Except
as
provided in paragraph (c) below, the Book-Entry Certificates shall at all times
remain registered in the name of the Depository or its nominee and at all times:
(i) registration of such Certificates may not be transferred by the Trustee
except to another Depository; (ii) the Depository shall maintain book-entry
records with respect to the Certificate Owners and with respect to ownership
and
transfers of such Certificates; (iii) ownership and transfers of registration
of
such Certificates on the books of the Depository shall be governed by applicable
rules established by the Depository; (iv) the Depository may collect its usual
and customary fees, charges and expenses from its Depository Participants;
(v)
the Trustee shall for all purposes deal with the Depository as representative
of
the Certificate Owners of the Certificates for purposes of exercising the rights
of Holders under this Agreement, and requests and directions for and votes
of
such representative shall not be deemed to be inconsistent if they are made
with
respect to different Certificate Owners; (vi) the Trustee may rely and shall
be
fully protected in relying upon information furnished by the Depository with
respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and Persons shown
on
the books of such indirect participating firms as direct or indirect Certificate
Owners; and (vii) the direct participants of the Depository shall have no rights
under this Agreement under or with respect to any of the Certificates held
on
their behalf by the Depository, and the Depository may be treated by the Trustee
and its agents, employees, officers and directors as the absolute owner of
the
Certificates for all purposes whatsoever.
All
transfers by Certificate Owners of Book-Entry Certificates shall be made in
accordance with the procedures established by the Depository Participant or
brokerage firm representing such Certificate Owners. Each Depository Participant
shall only transfer Book-Entry Certificates of Certificate Owners that it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository’s normal procedures. The parties hereto are hereby authorized to
execute a Letter of Representations with the Depository or take such other
action as may be necessary or desirable to register a Book-Entry Certificate
to
the Depository. In the event of any conflict between the terms of any such
Letter of Representation and this Agreement, the terms of this Agreement shall
control.
(c) If
(i)(x)
the Depository or the Depositor advises the Trustee in writing that the
Depository is no longer willing or able to discharge properly its
responsibilities as Depository and (y) the Trustee or the Depositor is unable
to
locate a qualified successor or (ii) after the occurrence of a Servicer Event
of
Termination, the Certificate Owners of the Book-Entry Certificates representing
Percentage Interests of such Classes aggregating not less than 51% advise the
Trustee and Depository through the Financial Intermediaries and the Depository
Participants in writing that the continuation of a book-entry system through
the
Depository to the exclusion of definitive, fully registered certificates (the
“Definitive Certificates”) to Certificate Owners is no longer in the best
interests of the Certificate Owners. Upon surrender to the Certificate Registrar
of the Book-Entry Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Trustee shall in the
case
of (i) and (ii) above, execute on behalf of the Trust and authenticate the
Definitive Certificates. Neither the Depositor nor the Trustee shall be liable
for any delay in delivery of such instructions and may conclusively rely on,
and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates, the Trustee, the Certificate Registrar, the Servicer,
any Paying Agent and the Depositor shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.
(d) No
transfer, sale, pledge or other disposition of any Class M-5 Certificate, Class
M-6 Certificate, Class M-7 Certificate, Class M-8 Certificate, Class M-9
Certificate, Class M-10 Certificate, Class
M-11 Certificate,
Class
M-12 Certificate, Class M-13 Certificate, Class M-14 Certificate, Class M-15
Certificate, Class C Certificate, Class P Certificate, Residual Certificate
or
Class X Certificate (the “Private Certificates”) shall be made unless such
disposition is exempt from the registration requirements of the Securities
Act
of 1933, as amended (the “1933 Act”), and any applicable state securities laws
or is made in accordance with the 1933 Act and laws. In the event of any such
transfer (other than in connection with (i) the initial transfer of any such
Certificate by the Depositor to an Affiliate of the Depositor or, in the case
of
the Class R-X Certificates, the first transfer by an Affiliate of the Depositor
or the first transfer by the initial transferee of an Affiliate of the
Depositor, (ii) the transfer of any such Class C, Class P or Residual
Certificate to the issuer under the Indenture or the indenture trustee under
the
Indenture or (iii) a transfer of any such Class C, Class P or Residual
Certificate from the issuer under the Indenture or the indenture trustee under
the Indenture to the Depositor or an Affiliate of the Depositor), (x) unless
such transfer is made in reliance upon Rule 144A (as evidenced by the investment
letter delivered to the Trustee, in substantially the form attached hereto
as
Exhibit J) under the 1933 Act, the Trustee and the Depositor shall require
a
written Opinion of Counsel (which may be in-house counsel) acceptable to and
in
form and substance reasonably satisfactory to the Trustee and the Depositor
that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act or is being made pursuant
to
the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee
or
the Depositor or (y) the Trustee shall require the transferor to execute a
transferor certificate (in substantially the form attached hereto as Exhibit
L)
and the transferee to execute an investment letter (in substantially the form
attached hereto as Exhibit J) acceptable to and in form and substance reasonably
satisfactory to the Depositor and the Trustee certifying to the Depositor and
the Trustee the facts surrounding such transfer, which investment letter shall
not be an expense of the Trustee or the Depositor. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result
if
the transfer is not so exempt or is not made in accordance with such federal
and
state laws.
Notwithstanding
the foregoing, in the event of any such transfer of any Ownership Interest
in
any Private Certificate that is a Book-Entry Certificate, except with respect
to
the initial transfer of any such Ownership Interest by the Depositor, such
transfer shall be required to be made in reliance upon Rule 144A under the
1933
Act, and the transferor will be deemed to have made each of the transferor
representations and warranties set forth Exhibit L hereto in respect of such
interest as if it was evidenced by a Definitive Certificate and the transferee
will be deemed to have made each of the transferee representations and
warranties set forth Exhibit J hereto in respect of such interest as if it
was
evidenced by a Definitive Certificate. The Certificate Owner of any such
Ownership Interest in any such Book-Entry Certificate desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee and the
Depositor against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.
Notwithstanding
the foregoing, no certification or Opinion of Counsel described above in this
Section 5.02(d) will be required in connection with the transfer, on the Closing
Date, of any Residual Certificate by the Depositor to an “accredited investor”
within the meaning of Rule 501 of the 1933 Act.
No
transfer of a Class C Certificate, Class P Certificate, Residual Certificate
or
Class X Certificate or any interest therein shall be made to any Plan subject
to
ERISA or Section 4975 of the Code, any Person acting, directly or indirectly,
on
behalf of any such Plan or any Person acquiring such Certificates with “Plan
Assets” of a Plan within the meaning of the Department of Labor regulation
promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”), as certified by such
transferee in the form of Exhibit M, unless the Trustee is provided with an
Opinion of Counsel for the benefit of the Depositor, the Trustee and the
Servicer and on which they may rely which establishes to the satisfaction of
the
Trustee that the purchase of such Certificates is permissible under applicable
law, will not constitute or result in any prohibited transaction under ERISA
or
Section 4975 of the Code and will not subject the Depositor, the Servicer,
the
Trustee or the Trust Fund to any obligation or liability (including obligations
or liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Depositor, the Servicer, the Trustee or the Trust Fund. Neither a
certification nor an Opinion of Counsel will be required in connection with
(i)
the initial transfer of any such Certificate by the Depositor to an Affiliate
of
the Depositor, (ii) the transfer of any such Class C Certificate, Class P
Certificate or Residual Certificate to the issuer under the Indenture or the
indenture trustee under the Indenture or (iii) a transfer of any such Class
C
Certificate, Class P Certificate or Residual Certificate from the issuer under
the Indenture or the indenture trustee under the Indenture to the Depositor
or
an Affiliate of the Depositor (in which case, the Depositor or any Affiliate
thereof shall have deemed to have represented that such Affiliate is not a
Plan
or a Person investing Plan Assets) and the Trustee shall be entitled to
conclusively rely upon a representation (which, upon the request of the Trustee,
shall be a written representation) from the Depositor of the status of such
transferee as an affiliate of the Depositor.
For
so
long as the Supplemental Interest Trust is in existence, each beneficial owner
of a Floating Rate Certificate or any interest therein, shall be deemed to
have
represented, by virtue of its acquisition or holding of the Floating Rate
Certificate, or interest therein, that either (i) it is not a Plan or (ii)
(A)
it is an accredited investor within the meaning of Prohibited Transaction
Exemption (“PTE”) 90-59, 55 Fed. Reg. 36724 (September 6, 1990), as amended by
PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), PTE 2000-58, 65 Fed. Reg. 67765
(November 13, 2000) and PTE 2002-41, 67 Fed. Reg. 54487 (August 22, 2002) (the
“Exemption”) and (B) the acquisition and holding of such Certificate and the
separate right to receive payments from the Supplemental Interest Trust are
eligible for the exemptive relief available under Prohibited Transaction Class
Exemption (“PTCE”) 84-14, 91-38, 90-1, 95-60 or 96-23, or in the case of a Class
M-11, Class M-12, Class M-13, Class M-14 or Class M-15 Certificate, PTCE
95-60.
Subsequent
to the termination of the Supplemental Interest Trust, each Transferee of a
Mezzanine Certificate will be deemed to have represented by virtue of its
purchase or holding of such Certificate (or interest therein) that either (a)
such Transferee is not a Plan or purchasing such Certificate with Plan Assets,
(b) in the case of a Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9 or Class M-10 Certificate, it has
acquired and is holding such Certificate in reliance on the Exemption and that
it understands that there are certain conditions to the availability of the
Exemption including that such Certificate must be rated, at the time of
purchase, not lower than “BBB-” (or its equivalent) by a Rating Agency or (c)
the following conditions are satisfied: (i) such Transferee is an insurance
company, (ii) the source of funds used to purchase or hold such Certificate
(or
interest therein) is an “insurance company general account” (as defined in U.S.
Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60, and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied.
If
any
Mezzanine Certificate or Private Certificate or any interest therein is acquired
or held in violation of the provisions of the two preceding paragraphs, the
next
preceding permitted beneficial owner will be treated as the beneficial owner
of
that Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any such
Certificate or interest therein was effected in violation of the provisions
of
the two preceding paragraphs shall indemnify and hold harmless the Depositor,
the Servicer, the Trustee and the Trust from and against any and all
liabilities, claims, costs or expenses incurred by those parties as a result
of
that acquisition or holding.
Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions and to have irrevocably
appointed the Depositor or its designee as its attorney-in-fact to negotiate
the
terms of any mandatory sale under clause (v) below and to execute all
instruments of transfer and to do all other things necessary in connection
with
any such sale, and the rights of each Person acquiring any Ownership Interest
in
a Residual Certificate are expressly subject to the following
provisions:
(i) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted Transferee.
(ii) No
Person
shall acquire an Ownership Interest in a Residual Certificate unless such
Ownership Interest is a pro
rata
undivided interest.
(iii) In
connection with any proposed transfer of any Ownership Interest in a Residual
Certificate, the Trustee shall as a condition to registration of the transfer,
require delivery to it, in form and substance satisfactory to it, of each of
the
following:
|
(A)
|
an
affidavit in the form of Exhibit K hereto from the proposed transferee
to
the effect that such transferee is a Permitted Transferee and that
it is
not acquiring its Ownership Interest in the Residual Certificate
that is
the subject of the proposed transfer as a nominee, trustee or agent
for
any Person who is not a Permitted Transferee;
and
|
|
(B)
|
a
covenant of the proposed transferee to the effect that the proposed
transferee agrees to be bound by and to abide by the transfer restrictions
applicable to the Residual
Certificates.
|
(iv) Any
attempted or purported transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section shall be absolutely
null and void and shall vest no rights in the purported transferee. If any
purported transferee shall, in violation of the provisions of this Section,
become a Holder of a Residual Certificate, then the prior Holder of such
Residual Certificate that is a Permitted Transferee shall, upon discovery that
the registration of transfer of such Residual Certificate was not in fact
permitted by this Section, be restored to all rights as Holder thereof
retroactive to the date of registration of transfer of such Residual
Certificate. The Trustee shall be under no liability to any Person for any
registration of transfer of a Residual Certificate that is in fact not permitted
by this Section or for making any distributions due on such Residual Certificate
to the Holder thereof or taking any other action with respect to such Holder
under the provisions of this Agreement so long as the Trustee received the
documents specified in clause (iii). The Trustee shall be entitled to recover
from any Holder of a Residual Certificate that was in fact not a Permitted
Transferee at the time such distributions were made all distributions made
on
such Residual Certificate. Any such distributions so recovered by the Trustee
shall be distributed and delivered by the Trustee to the prior Holder of such
Residual Certificate that is a Permitted Transferee.
(v) If
any
Person other than a Permitted Transferee acquires any Ownership Interest in
a
Residual Certificate in violation of the restrictions in this Section, then
the
Trustee shall have the right but not the obligation, without notice to the
Holder of such Residual Certificate or any other Person having an Ownership
Interest therein, to notify the Depositor to arrange for the sale of such
Residual Certificate. The proceeds of such sale, net of commissions (which
may
include commissions payable to the Depositor or its affiliates in connection
with such sale), expenses and taxes due, if any, will be remitted by the Trustee
to the previous Holder of such Residual Certificate that is a Permitted
Transferee, except that in the event that the Trustee determines that the Holder
of such Residual Certificate may be liable for any amount due under this Section
or any other provisions of this Agreement, the Trustee may withhold a
corresponding amount from such remittance as security for such claim. The terms
and conditions of any sale under this clause (v) shall be determined in the
sole
discretion of the Trustee and it shall not be liable to any Person having an
Ownership Interest in a Residual Certificate as a result of its exercise of
such
discretion.
(vi) If
any
Person other than a Permitted Transferee acquires any Ownership Interest in
a
Residual Certificate in violation of the restrictions in this Section, then
the
Trustee upon receipt of reasonable compensation will provide to the Internal
Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6)
of
the Code, information needed to compute the tax imposed under Section 860E(e)(5)
of the Code on transfers of residual interests to disqualified
organizations.
The
foregoing provisions of this Section shall cease to apply to transfers occurring
on or after the date on which there shall have been delivered to the Trustee,
in
form and substance satisfactory to the Trustee, (i) written notification from
each Rating Agency that the removal of the restrictions on transfer set forth
in
this Section will not cause such Rating Agency to downgrade its rating of the
Certificates and (ii) an Opinion of Counsel to the effect that such removal
will
not cause any REMIC created hereunder to fail to qualify as a
REMIC.
(e) No
service charge shall be made for any registration of transfer or exchange of
Certificates of any Class, but the Certificate Registrar may require payment
of
a sum sufficient to cover any tax or governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
All
Certificates surrendered for registration of transfer or exchange shall be
canceled by the Certificate Registrar and disposed of pursuant to its standard
procedures.
| SECTION 5.03 |
Mutilated,
Destroyed, Lost or Stolen
Certificates.
|
If
(i)
any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (ii) there is delivered to the Trustee,
the
Depositor and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Trustee or the Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute on behalf of the
Trust, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and Percentage Interest. Upon the issuance of any new Certificate under
this Section, the Trustee or the Certificate Registrar may require the payment
of a sum sufficient to cover any tax or other governmental charge that may
be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee and the Certificate Registrar) in connection therewith.
Any duplicate Certificate issued pursuant to this Section, shall constitute
complete and indefeasible evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.
| SECTION 5.04 |
Persons
Deemed Owners.
|
The
Servicer, the Depositor, the Trustee, the Certificate Registrar, any Paying
Agent and any agent of the Servicer, the Depositor, the Trustee, the Certificate
Registrar or any Paying Agent may treat the Person, including a Depository,
in
whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 4.01 and for all
other purposes whatsoever, and none of the Servicer, the Trust, the Trustee
nor
any agent of any of them shall be affected by notice to the
contrary.
| SECTION 5.05 |
Appointment
of Paying Agent.
|
(a) The
Paying Agent shall make distributions to Certificateholders from the
Distribution Account pursuant to Section 4.01 and shall report the amounts
of
such distributions to the Trustee. The duties of the Paying Agent may include
the obligation (i) to withdraw funds from the Collection Account pursuant to
Section 3.11(a) and for the purpose of making the distributions referred to
above and (ii) to distribute statements and provide information to
Certificateholders as required hereunder. The Paying Agent hereunder shall
at
all times be an entity duly organized and validly existing under the laws of
the
United States of America or any state thereof, authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authorities. The Paying Agent shall initially be the Trustee.
The Trustee may appoint a successor to act as Paying Agent, which appointment
shall be reasonably satisfactory to the Depositor.
(b) The
Trustee shall cause the Paying Agent (if other than the Trustee) to execute
and
deliver to the Trustee an instrument in which such Paying Agent shall agree
with
the Trustee that such Paying Agent shall hold all sums, if any, held by it
for
payment to the Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid to such
Certificateholders and shall agree that it shall comply with all requirements
of
the Code regarding the withholding of payments in respect of Federal income
taxes due from Certificate Owners and otherwise comply with the provisions
of
this Agreement applicable to it.
ARTICLE
VI
THE
SERVICER AND THE DEPOSITOR
| SECTION 6.01 |
Liability
of the Servicer and the Depositor.
|
The
Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by Servicer herein. The
Depositor shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by the
Depositor.
| SECTION 6.02 |
Merger
or Consolidation of, or Assumption of the Obligations of, the Servicer
or
the Depositor.
|
Any
entity into which the Servicer or Depositor may be merged or consolidated,
or
any entity resulting from any merger, conversion or consolidation to which
the
Servicer or the Depositor shall be a party, or any corporation succeeding to
the
business of the Servicer or the Depositor, shall be the successor of the
Servicer or the Depositor, as the case may be, hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however,
that
the successor Servicer shall satisfy all the requirements of Section 7.02 with
respect to the qualifications of a successor Servicer.
| SECTION 6.03 |
Limitation
on Liability of the Servicer and
Others.
|
Neither
the Servicer or the Depositor nor any of the directors or officers or employees
or agents of the Servicer or the Depositor shall be under any liability to
the
Trust or the Certificateholders for any action taken or for refraining from
the
taking of any action by the Servicer or the Depositor in good faith pursuant
to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Servicer, the Depositor or any such Person
against any liability which would otherwise be imposed by reason of its willful
misfeasance, bad faith or negligence in the performance of duties of the
Servicer or the Depositor, as the case may be, or by reason of its reckless
disregard of its obligations and duties of the Servicer or the Depositor, as
the
case may be, hereunder; provided, further, that this provision shall not be
construed to entitle the Servicer to indemnity in the event that amounts
advanced by the Servicer to retire any senior lien exceed Liquidation Proceeds
(in excess of related liquidation expenses) realized with respect to the related
Mortgage Loan. The Servicer and any director or officer or employee or agent
of
the Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Servicer and the Depositor, and any director or officer or
employee or agent of the Servicer or the Depositor, shall be indemnified by
the
Trust and held harmless against (i) any loss, liability or expense incurred
in
connection with any legal action relating to this Agreement or the Certificates,
other than any loss, liability or expense related to any specific Mortgage
Loan
or Mortgage Loans (except as any such loss, liability or expense relates to
the
origination of a Mortgage Loan or Mortgage Loans or shall be otherwise
reimbursable pursuant to this Agreement) and any loss, liability or expense
incurred by reason of its willful misfeasance, bad faith or negligence in the
performance of duties hereunder or by reason of its reckless disregard of
obligations and duties hereunder or (ii) any breach of a representation or
warranty by either Originator regarding the Mortgage Loans. The Servicer or
the
Depositor may undertake any such action which it may deem necessary or desirable
in respect of this Agreement, and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder. In such event, the
reasonable legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust and the
Depositor or the Servicer shall be entitled to be reimbursed therefor from
the
Collection Account as and to the extent provided in Section 3.11, any such
right
of reimbursement being prior to the rights of the Certificateholders to receive
any amount in the Collection Account. The Servicer’s right to indemnity or
reimbursement pursuant to this Section shall survive any resignation or
termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to
any
losses, expenses, costs or liabilities arising prior to such resignation or
termination (or arising from events that occurred prior to such resignation
or
termination). This paragraph shall apply to the Servicer solely in its capacity
as Servicer hereunder and in no other capacities.
| SECTION 6.04 |
Servicer
Not to Resign.
|
The
Servicer shall not resign from the obligations and duties hereby imposed on
it
except upon determination that its duties hereunder are no longer permissible
under applicable law. Any such determination pursuant to the preceding sentence
permitting the resignation of the Servicer shall be evidenced by an Opinion
of
Counsel to such effect obtained at the expense of the Servicer and delivered
to
the Trustee. No resignation of the Servicer shall become effective until the
Trustee or a successor servicer shall have assumed the Servicer’s
responsibilities, duties, liabilities (other than those liabilities arising
prior to the appointment of such successor) and obligations under this
Agreement.
Except
as
expressly provided herein, the Servicer shall not assign or transfer any of
its
rights, benefits or privileges hereunder to any other Person, or delegate to
or
subcontract with, or authorize or appoint any other Person to perform any of
the
duties, covenants or obligations to be performed by the Servicer hereunder.
The
foregoing prohibition on assignment shall not prohibit the Servicer from
designating a Sub-Servicer as payee of any indemnification amount payable to
the
Servicer hereunder; provided, however, no Sub-Servicer shall be a third-party
beneficiary hereunder and the parties hereto shall not be required to recognize
any Subservicer as an indemnitee under this Agreement.
The
Trustee and the Depositor hereby specifically (i) consent to the pledge and
assignment by the Servicer of all of the Servicer’s right, title and interest
in, to and under this Agreement to the Servicing Rights Pledgee, for the benefit
of certain lenders and (ii) provided that no Servicer Event of Termination
exists, agree that ten (10) Business Days following delivery to the Trustee
by
the Servicing Rights Pledgee of a letter signed by the Servicer whereunder
the
Servicer shall resign as Servicer under this Agreement, the Trustee shall,
in
accordance with Section 7.02, appoint the Servicing Rights Pledgee or its
designee as successor Servicer, provided that at the time of such appointment,
the Servicing Rights Pledgee or such designee meets the requirements of a
successor Servicer pursuant to Section 7.02(a) hereof and agrees to be subject
to the terms of this Agreement. If, pursuant to any provision hereof, the duties
of the Servicer are transferred to a successor servicer, the entire amount
of
the Servicing Fee and other compensation payable to the Servicer pursuant hereto
shall thereafter be payable to such successor servicer.
| SECTION 6.05 |
Delegation
of Duties.
|
In
the
ordinary course of business, the Servicer at any time may delegate any of its
duties hereunder to any Person, including any of its Affiliates, who agrees
to
conduct such duties in accordance with standards comparable to those set forth
in Section 3.01. Such delegation shall not relieve the Servicer of its
liabilities and responsibilities with respect to such duties and shall not
constitute a resignation within the meaning of Section 6.04. Except as provided
in Section 3.02, no such delegation is permitted that results in the delegee
subservicing any Mortgage Loans.
| SECTION 6.06 |
[Reserved].
|
| SECTION 6.07 |
Inspection.
|
The
Servicer, in its capacity as Servicer, shall afford the Trustee, upon reasonable
notice, during normal business hours, access to all records maintained by the
Servicer in respect of its rights and obligations hereunder and access to
officers of the Servicer responsible for such obligations.
ARTICLE
VII
DEFAULT
| SECTION 7.01 |
Servicer
Events of Termination.
|
(a) If
any
one of the following events (“Servicer Events of Termination”) shall occur and
be continuing:
(i)
(A) The
failure by the Servicer to make any Advance; or (B) any other failure by the
Servicer to deposit in the Collection Account or Distribution Account any
deposit required to be made under the terms of this Agreement which continues
unremedied for a period of one Business Day after the date upon which written
notice of such failure shall have been given to the Servicer by the Trustee
or
to the Servicer and the Trustee by any Holders of a Regular Certificate
evidencing at least 25% of the Voting Rights; or
(ii) The
failure by the Servicer to make any required Servicing Advance which failure
continues unremedied for a period of 30 days, or the failure by the Servicer
duly to observe or perform, in any material respect, any other covenants,
obligations or agreements of the Servicer as set forth in this Agreement, which
failure continues unremedied for a period of 30 days, after the date (A) on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Servicer by the Trustee or to the Trustee by any Holders
of a Regular Certificate evidencing at least 25% of the Voting Rights or (B)
of
actual knowledge of such failure by a Servicing Officer of the Servicer;
or
(iii) The
entry
against the Servicer of a decree or order by a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a trustee,
conservator, receiver or liquidator in any insolvency, conservatorship,
receivership, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding up or liquidation of its affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 days; or
(iv) The
Servicer shall voluntarily go into liquidation, consent to the appointment
of a
conservator or receiver or liquidator or similar person in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Servicer or of or relating to all or
substantially all of its property; or a decree or order of a court or agency
or
supervisory authority having jurisdiction in the premises for the appointment
of
a conservator, receiver, liquidator or similar person in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Servicer and such decree or order shall have remained
in force undischarged, unbonded or unstayed for a period of 60 days; or the
Servicer shall admit in writing its inability to pay its debts generally as
they
become due, file a petition to take advantage of any applicable insolvency
or
reorganization statute, make an assignment for the benefit of its creditors
or
voluntarily suspend payment of its obligations; or
(v) Any
failure by the Servicer of the Servicer Termination Test;
(b) then,
and
in each and every such case, so long as a Servicer Event of Termination shall
not have been remedied within the applicable grace period, (x) with respect
solely to clause (i)(A) above, if such Advance is not made by 11:00 A.M., New
York time, on the Business Day immediately following the Servicer Remittance
Date (provided the Trustee shall give the Servicer notice of such failure to
advance by 5:00 P.M. New York time on the Servicer Remittance Date), the Trustee
shall terminate all of the rights and obligations of the Servicer under this
Agreement, to the extent permitted by law, and in and to the Mortgage Loans
and
the proceeds thereof and the Trustee, or a successor servicer appointed in
accordance with Section 7.02, shall immediately make such Advance and assume,
pursuant to Section 7.02, the duties of a successor Servicer and (y) in the
case
of (i)(B), (ii), (iii), (iv) and (v) above, the Trustee shall, at the direction
of the Holders of each Class of Regular Certificates evidencing Percentage
Interests aggregating not less than 51%, by notice then given in writing to
the
Servicer (and to the Trustee if given by Holders of Certificates), terminate
all
of the rights and obligations of the Servicer as servicer under this Agreement.
Any such notice to the Servicer shall also be given to each Rating Agency,
the
Depositor and the Servicer. On or after the receipt by the Servicer (and by
the
Trustee if such notice is given by the Holders) of such written notice, all
authority and power of the Servicer under this Agreement, whether with respect
to the Certificates or the Mortgage Loans or otherwise, shall pass to and be
vested in the Trustee pursuant to and under this Section; and, without
limitation, and the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts
or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of each Mortgage
Loan and related documents or otherwise. The Servicer agrees to cooperate with
the Trustee (or the applicable successor Servicer) in effecting the termination
of the responsibilities and rights of the Servicer hereunder, including, without
limitation, the delivery to the Trustee of all documents and records requested
by it to enable it to assume the Servicer’s functions under this Agreement
within ten Business Days subsequent to such notice, the transfer within one
Business Day subsequent to such notice to the Trustee (or the applicable
successor Servicer) for the administration by it of all cash amounts that shall
at the time be held by the Servicer and to be deposited by it in the Collection
Account, the Distribution Account, any REO Account or any Servicing Account
or
that have been deposited by the Servicer in such accounts or thereafter serviced
by the Servicer with respect to the Mortgage Loans or any REO Property received
by the Servicer (provided, however, that the Servicer shall continue to be
entitled to receive all amounts accrued or owing to it under this Agreement
on
or prior to the date of such termination, whether in respect of Advances,
Servicing Advances, accrued Servicing Fees or otherwise, and shall continue
to
be entitled to the benefits of Section 6.03, notwithstanding any such
termination, with respect to events occurring prior to such termination). All
reasonable costs and expenses (including attorneys’ fees) incurred in connection
with transferring the Mortgage Files to the successor Servicer and amending
this
Agreement to reflect such succession as Servicer pursuant to this Section shall
be paid by the predecessor Servicer (or if the predecessor Servicer is the
Trustee, the initial Servicer) upon presentation of reasonable documentation
of
such costs and expenses and to the extent not paid by the Servicer, by the
Trust.
| SECTION 7.02 |
Trustee
to Act; Appointment of Successor.
|
(a) Within
90
days of the time the Servicer (and the Trustee, if notice is sent by the
Holders) receives a notice of termination pursuant to Section 7.01 or 6.04,
the
Trustee (or such other successor Servicer as is approved in accordance with
this
Agreement) shall be the successor in all respects to the Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties
and
liabilities relating thereto placed on the Servicer by the terms and provisions
hereof arising on and after its succession. Notwithstanding the foregoing,
the
parties hereto agree that the Trustee, in its capacity as successor Servicer,
immediately will assume all of the obligations of the Servicer to make advances.
Notwithstanding the foregoing, the Trustee, in its capacity as successor
Servicer, shall not be responsible for the lack of information and/or documents
that it cannot obtain through reasonable efforts. As compensation therefor,
the
Trustee (or such other successor Servicer) shall be entitled to such
compensation as the Servicer would have been entitled to hereunder if no such
notice of termination had been given. Notwithstanding the above, (i) if the
Trustee is unwilling to act as successor Servicer or (ii) if the Trustee is
legally unable so to act, the Trustee shall appoint or petition a court of
competent jurisdiction to appoint, any established housing and home finance
institution, bank or other mortgage loan or home equity loan servicer having
a
net worth of not less than $50,000,000 as the successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer hereunder; provided, that the appointment of
any
such successor Servicer will not result in the qualification, reduction or
withdrawal of the ratings assigned to the Certificates by the Rating Agencies
as
evidenced by a letter to such effect from the Rating Agencies. Pending
appointment of a successor to the Servicer hereunder, the Trustee shall act
in
such capacity as hereinabove provided. In connection with such appointment
and
assumption, the successor shall be entitled to receive compensation out of
payments on Mortgage Loans in an amount equal to the compensation which the
Servicer would otherwise have received pursuant to Section 3.18 (or such other
compensation as the Trustee and such successor shall agree, not to exceed the
Servicing Fee). The appointment of a successor Servicer shall not affect any
liability of the predecessor Servicer which may have arisen under this Agreement
prior to its termination as Servicer to pay any deductible under an insurance
policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section
3.06), nor shall any successor Servicer be liable for any acts or omissions
of
the predecessor Servicer or for any breach by such Servicer of any of its
representations or warranties contained herein or in any related document or
agreement. The Trustee and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.
All Servicing Transfer Costs shall be paid by the predecessor Servicer upon
presentation of reasonable documentation of such costs, and if such predecessor
Servicer defaults in its obligation to pay such costs, such costs shall be
paid
by the successor Servicer or the Trustee (in which case the successor Servicer
or the Trustee, as applicable, shall be entitled to reimbursement therefor
from
the assets of the Trust).
(b) Any
successor to the Servicer, including the Trustee, shall during the term of
its
service as servicer continue to service and administer the Mortgage Loans for
the benefit of Certificateholders, and maintain in force a policy or policies
of
insurance covering errors and omissions in the performance of its obligations
as
Servicer hereunder and a fidelity bond in respect of its officers, employees
and
agents to the same extent as the Servicer is so required pursuant to Section
3.14.
(c) In
the
event of a Servicer Event of Termination, notwithstanding anything to the
contrary above, the Trustee and the Depositor hereby agree that ten (10)
Business Days following delivery to the Trustee by the Servicing Rights Pledgee
of a letter signed by the Servicer within ten Business Days of when notification
of such event shall have been provided to the Trustee, whereunder the Servicer
shall resign as Servicer under this Agreement, the Trustee shall, in accordance
with Section 7.02, appoint the Servicing Rights Pledgee or its designee as
successor Servicer, provided that at the time of such appointment, the Servicing
Rights Pledgee or such designee meets the requirements of a successor Servicer
set forth above (including, but not limited to the requirement that the
appointment of any such successor Servicer will not result in the qualification,
reduction or withdrawal of the ratings assigned to the Certificates by the
Rating Agencies as evidenced by a letter to such effect from the Rating
Agencies) and the Servicing Rights Pledgee or such designee agrees to be subject
to the terms of this Agreement.
(d) In
connection with the resignation, removal or expiration of the term of the
Servicer hereunder, or in connection with the resignation or removal of any
successor to the Servicer (or any other successor to the Servicer appointed
hereunder) acting as successor Servicer hereunder, either (i) the successor
Servicer, (or any other successor to the Servicer appointed hereunder) acting
as
successor Servicer hereunder, shall represent and warrant that it is a member
of
MERS in good standing and shall agree to comply in all material respects with
the rules and procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS, in which case the predecessor
Servicer shall cooperate with the successor Servicer in causing MERS to revise
its records to reflect the transfer of servicing to the successor Servicer
as
necessary under MERS’ rules and regulations or (ii) the predecessor Servicer
shall cooperate with the successor Servicer in causing MERS to execute and
deliver an assignment of Mortgage in recordable form to transfer the Mortgage
from MERS to the Trustee and to execute and deliver such other notices,
documents and other instruments as may be necessary or desirable to effect
a
transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS®
System to the successor Servicer. The predecessor Servicer shall file or cause
to be filed any such assignment in the appropriate recording office. The
predecessor Servicer shall bear any and all fees of MERS, costs of preparing
any
assignments of Mortgage, and fees and costs of filing any assignments of
Mortgage that may be required under this paragraph.
| SECTION 7.03 |
Waiver
of Defaults.
|
The
Majority Certificateholders may, on behalf of all Certificateholders, waive
any
events permitting removal of the Servicer as servicer pursuant to this Article
VII, provided, however, that the Majority Certificateholders may not waive
a
default in making a required distribution on a Certificate without the consent
of the Holder of such Certificate. Upon any waiver of a past default, such
default shall cease to exist and any Servicer Event of Termination arising
therefrom shall be deemed to have been remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereto except to the extent expressly so waived.
Notice of any such waiver shall be given by the Trustee to the Rating
Agencies.
| SECTION 7.04 |
Notification
to Certificateholders.
|
(a) Upon
any
termination or appointment of a successor to the Servicer pursuant to this
Article VII or Section 6.04, the Trustee shall give prompt written notice
thereof to the Certificateholders at their respective addresses appearing in
the
Certificate Register and each Rating Agency.
(b) No
later
than 60 days after the occurrence of any event which constitutes or which,
with
notice or a lapse of time or both, would constitute a Servicer Event of
Termination for five Business Days after a Responsible Officer of the Trustee
becomes aware of the occurrence of such an event, the Trustee shall transmit
by
mail to all Certificateholders notice of such occurrence unless such default
or
Servicer Event of Termination shall have been waived or cured.
| SECTION 7.05 |
Survivability
of Servicer Liabilities.
|
Notwithstanding
anything herein to the contrary, upon termination of the Servicer hereunder,
any
liabilities of the Servicer which accrued prior to such termination shall
survive such termination.
ARTICLE
VIII
THE
TRUSTEE
| SECTION 8.01 |
Duties
of Trustee.
|
The
Trustee, prior to the occurrence of a Servicer Event of Termination and after
the curing of all Servicer Events of Termination which may have occurred,
undertakes to perform such duties and only such duties as are specifically
set
forth in this Agreement. If a Servicer Event of Termination has occurred (which
has not been cured) of which a Responsible Officer has knowledge, the Trustee
shall exercise such of the rights and powers vested in it by this Agreement,
and
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own
affairs.
The
Trustee, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee which
are specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they conform to the
requirements of this Agreement; provided, however, that the Trustee will not
be
responsible for the accuracy or content of any such resolutions, certificates,
statements, opinions, reports, documents or other instruments. If any such
instrument is found not to conform to the requirements of this Agreement in
a
material manner the Trustee shall take such action as it deems appropriate
to
have the instrument corrected, and if the instrument is not corrected to the
Trustee’s satisfaction, the Trustee will provide notice thereof to the
Certificateholders.
No
provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or
its
own misconduct; provided, however, that:
(i) prior
to
the occurrence of a Servicer Event of Termination, and after the curing of
all
such Servicer Events of Termination which may have occurred, the duties and
obligations of the Trustee shall be determined solely by the express provisions
of this Agreement, the Trustee shall not be liable except for the performance
of
such duties and obligations as are specifically set forth in this Agreement,
no
implied covenants or obligations shall be read into this Agreement against
the
Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee
may conclusively rely, as to the truth of the statements and the correctness
of
the opinions expressed therein, upon any certificates or opinions furnished
to
the Trustee and conforming to the requirements of this Agreement;
(ii) the
Trustee shall not be personally liable for an error of judgment made in good
faith by a Responsible Officer of the Trustee, unless it shall be proved that
the Trustee was negligent in ascertaining the pertinent facts;
(iii) the
Trustee shall not be personally liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the
direction of the Majority Certificateholders relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee,
or
exercising or omitting to exercise any trust or power conferred upon the
Trustee, under this Agreement; and
(iv) the
Trustee shall not be charged with knowledge of any failure by the Servicer
to
comply with the obligations of the Servicer referred to in clauses (i) and
(ii)
of Section 7.01(a) or of the existence of any Servicer Event of Termination
unless a Responsible Officer of the Trustee at the Corporate Trust Office
obtains actual knowledge of such failure or the Trustee receives written notice
of such failure from the Depositor, the Servicer or the Majority
Certificateholders.
The
Trustee shall not be required to expend or risk its own funds or otherwise
incur
financial liability in the performance of any of its duties hereunder, or in
the
exercise of any of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it, and none of the provisions
contained in this Agreement shall in any event require the Trustee to perform,
or be responsible for the manner of performance of, any of the obligations
of
the Servicer under this Agreement, except during such time, if any, as the
Trustee shall be the successor to, and be vested with the rights, duties, powers
and privileges of, the Servicer in accordance with the terms of this
Agreement.
| SECTION 8.02 |
Certain
Matters Affecting the Trustee.
|
(a) Except
as
otherwise provided in Section 8.01:
(i) the
Trustee may request and rely upon, and shall be protected in acting or
refraining from acting upon, any resolution, Officers’ Certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
reasonably believed by it to be genuine and to have been signed or presented
by
the proper party or parties, and the manner of obtaining consents and of
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable regulations as the Trustee may
prescribe;
(ii) the
Trustee may consult with counsel and any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken or suffered
or omitted by it hereunder in good faith and in accordance with such Opinion
of
Counsel;
(iii) the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement, or to institute, conduct or defend any
litigation hereunder or in relation hereto, at the request, order or direction
of any of the Certificateholders, pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which may
be
incurred therein or thereby; the right of the Trustee to perform any
discretionary act enumerated in this Agreement shall not be construed as a
duty,
and the Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of any such act;
(iv) the
Trustee shall not be personally liable for any action taken, suffered or omitted
by it in good faith and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement;
(v) prior
to
the occurrence of a Servicer Event of Termination and after the curing of all
Servicer Events of Termination which may have occurred, the Trustee shall not
be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or documents, unless
requested in writing to do so by the Majority Certificateholder; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of
such
investigation is, in the opinion of the Trustee, not reasonably assured to
the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such cost, expense or liability
as a condition to such proceeding. The reasonable expense of every such
examination shall be paid by the Servicer or, if paid by the Trustee, shall
be
reimbursed by the Servicer upon demand and, if not reimbursed by the Servicer,
shall be reimbursed by the Trust. Nothing in this clause (v) shall derogate
from
the obligation of the Servicer to observe any applicable law prohibiting
disclosure of information regarding the Mortgagors;
(vi) the
Trustee shall not be accountable, shall have no liability and makes no
representation as to any acts or omissions hereunder of the Servicer until
such
time as the Trustee may be required to act as Servicer pursuant to Section
7.02
and thereupon only for the acts or omissions of the Trustee as successor
Servicer;
(vii) the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys, custodians
or
nominees;
(viii) the
right
of the Trustee to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and the Trustee shall not be answerable for
other than its negligence or willful misconduct in the performance of such
act;
(ix) the
Trustee shall not be personally liable for any loss resulting from the
investment of funds held in the Collection Account or the REO Account made
at
the direction of the Servicer pursuant to Section 3.12; and
(x) the
Trustee or its Affiliates are permitted to receive compensation that could
be
deemed to be in the Trustee’s economic self-interest for (i) serving as
investment adviser, administrator, shareholder, servicing agent, custodian
or
sub-custodian with respect to certain of the Permitted Investments, (ii) using
Affiliates to effect transactions in certain Permitted Investments and (iii)
effecting transactions in certain Permitted Investments. Such compensation
shall
not be considered an amount that is reimbursable or payable pursuant to Section
3.11.
In
order
to comply with laws, rules, regulations and executive orders in effect from
time
to time applicable to banking institutions, including those relating to the
funding of terrorist activities and money laundering (“Applicable Law”), the
Trustee is required to obtain, verify and record certain information relating
to
individuals and entities which maintain a business relationship with the
Trustee. Accordingly, each of the parties agrees to provide to the Trustee
upon
its request from time to time such identifying information and documentation
as
may be available for such party in order to enable the Trustee to comply with
Applicable Law.
| SECTION 8.03 |
Trustee
Not Liable for Certificates or Mortgage
Loans.
|
The
recitals contained herein and in the Certificates (other than the authentication
of the Trustee on the Certificates) shall be taken as the statements of the
Depositor, and the Trustee assumes no responsibility for the correctness of
the
same. The Trustee makes no representations as to the validity or sufficiency
of
this Agreement or of the Certificates (other than the signature and
authentication of the Trustee on the Certificates) or of any Mortgage Loan
or
related document or MERS or the MERS® System other than with respect to the
Trustee’s execution and authentication of the Certificates. The Trustee shall
not be accountable for the use or application by the Servicer, or for the use
or
application of any funds paid to the Servicer in respect of the Mortgage Loans
or deposited in or withdrawn from the Collection Account by the Servicer. The
Trustee shall at no time have any responsibility or liability for or with
respect to the legality, validity and enforceability of any Mortgage or any
Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
of any such perfection and priority, or for or with respect to the sufficiency
of the Trust or its ability to generate the payments to be distributed to
Certificateholders under this Agreement, including, without limitation: the
existence, condition and ownership of any Mortgaged Property; the existence
and
enforceability of any hazard insurance thereon (other than if the Trustee shall
assume the duties of the Servicer pursuant to Section 7.02); the validity of
the
assignment of any Mortgage Loan to the Trustee or of any intervening assignment;
the completeness of any Mortgage Loan; the performance or enforcement of any
Mortgage Loan (other than if the Trustee shall assume the duties of the Servicer
pursuant to Section 7.02); the compliance by the Depositor, the Originator,
the
Seller or the Servicer with any warranty or representation made under this
Agreement or in any related document or the accuracy of any such warranty or
representation prior to the Trustee’s receipt of notice or other discovery of
any non-compliance therewith or any breach thereof; any investment of monies
by
or at the direction of the Servicer or any loss resulting therefrom, it being
understood that the Trustee shall remain responsible for any Trust property
that
it may hold in its individual capacity; the acts or omissions of any of the
Servicer (other than if the Trustee shall assume the duties of the Servicer
pursuant to Section 7.02), any Sub-Servicer or any Mortgagor; any action of
the
Servicer (other than if the Trustee shall assume the duties of the Servicer
pursuant to Section 7.02), or any Sub-Servicer taken in the name of the Trustee;
the failure of a Servicer or any Sub-Servicer to act or perform any duties
required of it as agent of the Trustee hereunder; or any action by the Trustee
taken at the instruction of the Servicer (other than if the Trustee shall assume
the duties of the Servicer pursuant to Section 7.02); provided, however, that
the foregoing shall not relieve the Trustee of its obligation to perform its
duties under this Agreement, including, without limitation, the Trustee’s duty
to review the Mortgage Files pursuant to Section 2.01. The Trustee shall have
no
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder (unless the Trustee shall
have
become the successor Servicer).
| SECTION 8.04 |
Trustee
May Own Certificates.
|
The
Trustee in its individual or any other capacity may become the owner or pledgee
of Certificates with the same rights as it would have if it were not Trustee
and
may transact any banking and trust business with the Originator, the Servicer,
the Depositor or their Affiliates.
| SECTION 8.05 |
Trustee
Compensation and Expenses.
|
(a) The
Trustee shall withdraw from the Distribution Account on each Distribution Date
and pay to itself the Trustee Compensation prior to making any distributions
to
Certificateholders consisting of income earned on amounts on deposit in the
Distribution Account.
(b) The
Trustee, or any director, officer, employee or agent of the Trustee, shall
be
indemnified by the Trust Fund and held harmless against any loss, liability
or
expense (not including expenses and disbursements incurred or made by the
Trustee, including the compensation and the expenses and disbursements of its
agents and counsel, in the ordinary course of the Trustee’s performance in
accordance with the provisions of this Agreement) incurred by the Trustee
arising out of or in connection with the acceptance or administration of its
obligations and duties under this Agreement, other than any loss, liability
or
expense (i) resulting from a breach of the Servicer’s obligations and duties
under this Agreement for which the Trustee is indemnified under Section 8.05(b)
or (ii) any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence of the Trustee in the performance of its
duties hereunder or by reason of the Trustee’s reckless disregard of obligations
and duties hereunder or as a result of a breach of the Trustee’s obligations
under Article X hereof. Any amounts payable to the Trustee, or any director,
officer, employee or agent of the Trustee, in respect of the indemnification
provided by this Section 8.05(a), or pursuant to any other right of
reimbursement from the Trust Fund that the Trustee, or any director, officer,
employee or agent of the Trustee, may have hereunder in its capacity as such,
may be withdrawn by the Trustee from the Distribution Account at any time.
The
foregoing indemnity shall survive the resignation or removal of the
Trustee.
(c) The
Servicer agrees to indemnify the Trustee or any director, officer, employee
or
agent of the Trustee from, and hold it harmless against, any loss, liability
or
expense resulting from a breach of the Servicer’s obligations and duties under
this Agreement. Such indemnity shall survive the termination or discharge of
this Agreement and the resignation or removal of the Trustee and the Servicer
for actions prior to such resignation or removal. Any payment hereunder made
by
the Servicer to the Trustee shall be from the Servicer’s own funds, without
reimbursement from the Trust Fund therefor.
| SECTION 8.06 |
Eligibility
Requirements for Trustee.
|
The
Trustee hereunder shall at all times be an entity duly organized and validly
existing under the laws of the United States of America or any state thereof,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state authority. If such entity publishes reports
of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 8.06, the combined capital and surplus of such entity shall be deemed
to
be its combined capital and surplus as set forth in its most recent report
of
condition so published. The principal office of the Trustee (other than the
initial Trustee) shall be in a state with respect to which an Opinion of Counsel
has been delivered to such Trustee at the time such Trustee is appointed Trustee
to the effect that the Trust will not be a taxable entity under the laws of
such
state. In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 8.06, the Trustee shall resign immediately
in the manner and with the effect specified in Section 8.07.
| SECTION 8.07 |
Resignation
or Removal of Trustee.
|
The
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Depositor, the Servicer and each Rating
Agency. Upon receiving such notice of resignation, the Depositor shall promptly
appoint a successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to
the
successor Trustee. If no successor Trustee shall have been so appointed and
having accepted appointment within 30 days after the giving of such notice
of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.
If
at any
time the Trustee shall cease to be eligible in accordance with the provisions
of
Section 8.06 and shall fail to resign after written request therefor by the
Depositor or if at any time the Trustee shall be legally unable to act, or
shall
be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor or the Servicer may remove
the
Trustee. If the Depositor or the Servicer removes the Trustee under the
authority of the immediately preceding sentence, the Depositor shall promptly
appoint a successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee so removed and one copy
to
the successor trustee.
The
Majority Certificateholders may at any time remove the Trustee by written
instrument or instruments delivered to the Servicer, the Depositor and the
Trustee; the Depositor shall thereupon use its best efforts to appoint a
successor trustee in accordance with this Section.
Any
resignation or removal of the Trustee and appointment of a successor Trustee
pursuant to any of the provisions of this Section 8.07 shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 8.08.
| SECTION 8.08 |
Successor
Trustee.
|
Any
successor Trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the Depositor, the Servicer and to its predecessor
Trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Trustee shall become effective, and
such successor Trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of
its
predecessor hereunder, with like effect as if originally named as Trustee.
The
Depositor, the Servicer and the predecessor Trustee shall execute and deliver
such instruments and do such other things as may reasonably be required for
fully and certainly vesting and confirming in the successor Trustee all such
rights, powers, duties and obligations.
No
successor Trustee shall accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor Trustee shall be eligible
under the provisions of Section 8.06 and the appointment of such successor
Trustee shall not result in a downgrading of the Regular Certificates by any
Rating Agency, as evidenced by a letter from each Rating Agency.
Upon
acceptance of appointment by a successor Trustee as provided in this Section
8.08, the successor Trustee shall mail notice of the appointment of a successor
Trustee hereunder to all Holders of Certificates at their addresses as shown
in
the Certificate Register and to each Rating Agency.
| SECTION 8.09 |
Merger
or Consolidation of Trustee.
|
Any
entity into which the Trustee may be merged or converted or with which it may
be
consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any entity succeeding
to
the business of the Trustee, shall be the successor of the Trustee hereunder,
provided such entity shall be eligible under the provisions of Section 8.06
and
8.08, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding.
| SECTION 8.10 |
Appointment
of Co-Trustee or Separate Trustee.
|
Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust or
any
Mortgaged Property may at the time be located, the Depositor and the Trustee
acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of the Trust, and to vest in such Person
or Persons, in such capacity and for the benefit of the Certificateholders,
such
title to the Trust, or any part thereof, and, subject to the other provisions
of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Servicer and the Trustee may consider necessary or desirable. Any such
co-trustee or separate trustee shall be subject to the written approval of
the
Servicer. If the Servicer shall not have joined in such appointment within
15
days after the receipt by it of a request so to do, or in the case a Servicer
Event of Termination shall have occurred and be continuing, the Trustee alone
shall have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06, and no notice to Certificateholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 8.08. The Servicer shall be responsible for the fees of any co-trustee
or separate trustee appointed hereunder.
Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:
(i) all
rights, powers, duties and obligations conferred or imposed upon the Trustee
shall be conferred or imposed upon and exercised or performed by the Trustee
and
such separate trustee or co-trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act separately without
the
Trustee joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed (whether
as
Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall
be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
Trust or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the
direction of the Trustee;
(ii) no
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; and
(iii) the
Servicer and the Trustee, acting jointly, may at any time accept the resignation
of or remove any separate trustee or co-trustee except that following the
occurrence of a Servicer Event of Termination, the Trustee acting alone may
accept the resignation or remove any separate trustee or
co-trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of this Article
VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as
may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to
the
Depositor and the Servicer.
Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor Trustee.
| SECTION 8.11 |
Limitation
of Liability.
|
The
Certificates are executed by the Trustee, not in its individual capacity but
solely as Trustee of the Trust, in the exercise of the powers and authority
conferred and vested in it by the Trust Agreement. Each of the undertakings
and
agreements made on the part of the Trustee in the Certificates is made and
intended not as a personal undertaking or agreement by the Trustee but is made
and intended for the purpose of binding only the Trust.
| SECTION 8.12 |
Trustee
May Enforce Claims Without Possession of
Certificates.
|
(a) All
rights of action and claims under this Agreement or the Certificates may be
prosecuted and enforced by the Trustee without the possession of any of the
Certificates or the production thereof in any proceeding relating thereto,
and
such proceeding instituted by the Trustee shall be brought in its own name
or in
its capacity as Trustee for the benefit of all Holders of such Certificates,
subject to the provisions of this Agreement. Any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursement and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Certificateholders in respect of which such judgment
has
been recovered.
(b) The
Trustee shall afford the Seller, the Depositor, the Servicer and each
Certificateholder upon reasonable prior notice during normal business hours,
access to all records maintained by the Trustee in respect of its duties
hereunder and access to officers of the Trustee responsible for performing
such
duties. Upon request, the Trustee shall furnish the Depositor, the Servicer
and
any requesting Certificateholder with its most recent financial statements.
The
Trustee shall cooperate fully with the Seller, the Servicer, the Depositor
and
such Certificateholder and shall make available to the Seller, the Servicer,
the
Depositor and such Certificateholder for review and copying such books,
documents or records as may be requested with respect to the Trustee’s duties
hereunder. The Seller, the Depositor, the Servicer and the Certificateholders
shall not have any responsibility or liability for any action or failure to
act
by the Trustee and are not obligated to supervise the performance of the Trustee
under this Agreement or otherwise.
| SECTION 8.13 |
Suits
for Enforcement.
|
In
case a
Servicer Event of Termination or other default by the Servicer or the Depositor
hereunder shall occur and be continuing, the Trustee, shall, at the direction
of
the Majority Certificateholders, or may, proceed to protect and enforce its
rights and the rights of the Certificateholders under this Agreement by a suit,
action or proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Agreement or in
aid
of the execution of any power granted in this Agreement or for the enforcement
of any other legal, equitable or other remedy, as the Trustee, being advised
by
counsel, and subject to the foregoing, shall deem most effectual to protect
and
enforce any of the rights of the Trustee and the
Certificateholders.
| SECTION 8.14 |
Waiver
of Bond Requirement.
|
The
Trustee shall be relieved of, and each Certificateholder hereby waives, any
requirement of any jurisdiction in which the Trust, or any part thereof, may
be
located that the Trustee post a bond or other surety with any court, agency
or
body whatsoever.
| SECTION 8.15 |
Waiver
of Inventory, Accounting and Appraisal
Requirement.
|
The
Trustee shall be relieved of, and each Certificateholder hereby waives, any
requirement of any jurisdiction in which the Trust, or any part thereof, may
be
located that the Trustee file any inventory, accounting or appraisal of the
Trust with any court, agency or body at any time or in any manner
whatsoever.
ARTICLE
IX
REMIC
ADMINISTRATION
| SECTION 9.01 |
REMIC
Administration.
|
(a) REMIC
elections as set forth in the Preliminary Statement shall be made by the Trustee
on Form 1066 or other appropriate federal tax or information return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. The regular interests and residual interest in each
REMIC shall be as designated in the Preliminary Statement.
(b) The
Closing Date is hereby designated as the “Startup Day” of each REMIC within the
meaning of section 860G(a)(9) of the Code.
(c) The
Trustee shall pay any and all expenses relating to any tax audit of any REMIC
(including, but not limited to, any professional fees or any administrative
or
judicial proceedings with respect to any Trust REMIC that involve the Internal
Revenue Service or state tax authorities), including the expense of obtaining
any tax related Opinion of Counsel. The Trustee shall be entitled to
reimbursement of expenses incurred pursuant to this Section 9.01(c) to the
extent provided in Section 8.05.
(d) The
Trustee shall prepare, sign and file, all of the REMICs’ federal and state tax
and information returns (including Form 8811) as the direct representative
each
REMIC created hereunder. The expenses of preparing and filing such returns
shall
be borne by the Trustee.
(e) The
Holder of the Class R Certificate at any time holding the largest Percentage
Interest thereof shall be the “tax matters person” as defined in the REMIC
Provisions (the related “Tax Matters Person”) with respect to REMIC 1, REMIC 2
and REMIC 3 and shall act as Tax Matters Person for each such REMIC. The Holder
of the Class R-X Certificate at any time holding the largest Percentage Interest
thereof shall be the Tax Matters Person with respect to REMIC 4, REMIC 5, REMIC
6, REMIC 7, REMIC 8, REMIC 9, REMIC 10, REMIC 11, REMIC 12, REMIC 13, REMIC
14,
REMIC 15, REMIC 16 and REMIC 17 and shall act as Tax Matters Person for each
such REMIC. The Trustee, as agent for the Tax Matters Person, shall perform
on
behalf of each REMIC all reporting and other tax compliance duties that are
the
responsibility of such REMIC under the Code, the REMIC Provisions, or other
compliance guidance issued by the Internal Revenue Service or any state or
local
taxing authority. Among its other duties, if required by the Code, the REMIC
Provisions, or other such guidance, the Trustee, as agent for the Tax Matters
Person, shall provide (i) to the Treasury or other governmental authority such
information as is necessary for the application of any tax relating to the
transfer of a Residual Certificate to any disqualified person or organization
and (ii) to the Certificateholders such information or reports as are required
by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters
Person, shall represent each REMIC in any administrative or judicial proceedings
relating to an examination or audit by any governmental taxing authority,
request an administrative adjustment as to any taxable year of any REMIC, enter
into settlement agreements with any government taxing agency, extend any statute
of limitations relating to any item of any REMIC and otherwise act on behalf
of
any REMIC in relation to any tax matter involving the Trust.
(f) The
Trustee, the Servicer and the Holders of Certificates shall take any action
or
cause any REMIC to take any action necessary to create or maintain the status
of
each REMIC as a REMIC under the REMIC Provisions and shall assist each other
as
necessary to create or maintain such status. None of the Trustee, the Servicer
or the Holder of any Residual Certificate shall take any action, cause any
REMIC
created hereunder to take any action or fail to take (or fail to cause to be
taken) any action that, under the REMIC Provisions, if taken or not taken,
as
the case may be, could (i) endanger the status of such REMIC as a REMIC or
(ii)
result in the imposition of a tax upon such REMIC (including but not limited
to
the tax on prohibited transactions as defined in Code Section 860F(a)(2) and
the
tax on prohibited contributions set forth on Section 860G(d) of the Code)
(either such event, an “Adverse REMIC Event”) unless the Trustee and the
Servicer have received an Opinion of Counsel (at the expense of the party
seeking to take such action) to the effect that the contemplated action will
not
endanger such status or result in the imposition of such a tax. In addition,
prior to taking any action with respect to any REMIC created hereunder or the
assets therein, or causing such REMIC to take any action, which is not expressly
permitted under the terms of this Agreement, any Holder of a Residual
Certificate will consult with the Trustee and the Servicer, or their respective
designees, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to any REMIC, and no such Person
shall
take any such action or cause any REMIC to take any such action as to which
the
Trustee or the Servicer has advised it in writing that an Adverse REMIC Event
could occur.
(g) Each
Holder of a Residual Certificate shall pay when due any and all taxes imposed
on
each REMIC created hereunder by federal or state governmental authorities.
To
the extent that such Trust taxes are not paid by a Residual Certificateholder,
the Trustee shall pay any remaining REMIC taxes out of current or future amounts
otherwise distributable to the Holder of the Residual Certificate in the REMICs
or, if no such amounts are available, out of other amounts held in the
Distribution Account, and shall reduce amounts otherwise payable to Holders
of
regular interests in the related REMIC. Subject to the foregoing, in the event
that a REMIC incurs a state or local tax, including franchise taxes, as a result
of a determination that such REMIC is domiciled in the State of California
for
state tax purposes by virtue of the location of the Servicer, the Servicer
agrees to pay on behalf of such REMIC when due, any and all state and local
taxes imposed as a result of such a determination, in the event that the Holder
of the related Residual Certificate fails to pay such taxes, if any, when
imposed.
(h) The
Trustee, as agent for the Tax Matters Person, shall, for federal income tax
purposes, maintain books and records with respect to each REMIC created
hereunder on a calendar year and on an accrual basis.
(i) No
additional contributions of assets shall be made to any REMIC created hereunder,
except as expressly provided in this Agreement with respect to eligible
substitute mortgage loans.
(j) Neither
the Trustee nor the Servicer shall enter into any arrangement by which any
REMIC
created hereunder will receive a fee or other compensation for
services.
(k) [Reserved].
(l) The
Trustee will apply for an Employee Identification Number from the Internal
Revenue Service via a Form SS-4 or other acceptable method for all tax entities
and shall complete the Form 8811.
| SECTION 9.02 |
Prohibited
Transactions and Activities.
|
None
of
the Depositor, the Servicer or the Trustee shall sell, dispose of, or substitute
for any of the Mortgage Loans, except in a disposition pursuant to (i) the
foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii)
the
termination of any REMIC created hereunder pursuant to Article X of this
Agreement, (iv) a substitution pursuant to Article II of this Agreement or
(v) a
repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor
acquire any assets for any REMIC, nor sell or dispose of any investments in
the
Distribution Account for gain, nor accept any contributions to either REMIC
after the Closing Date, unless it has received an Opinion of Counsel (at the
expense of the party causing such sale, disposition, or substitution) that
such
disposition, acquisition, substitution, or acceptance will not (a) affect
adversely the status of any REMIC created hereunder as a REMIC or of the
interests therein other than the Residual Certificates as the regular interests
therein, (b) affect the distribution of interest or principal on the
Certificates, (c) result in the encumbrance of the assets transferred or
assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
or (d) cause any REMIC created hereunder to be subject to a tax on prohibited
transactions or prohibited contributions pursuant to the REMIC
Provisions.
| SECTION 9.03 |
Indemnification
with Respect to Certain Taxes and Loss of REMIC
Status.
|
(a) In
the
event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
or incurs federal, state or local taxes as a result of a prohibited transaction
or prohibited contribution under the REMIC Provisions due to the negligent
performance by the Servicer of its duties and obligations set forth herein,
the
Servicer shall indemnify the Trustee and the Trust Fund against any and all
losses, claims, damages, liabilities or expenses (“Losses”) resulting from such
negligence; provided, however, that the Servicer shall not be liable for any
such Losses attributable to the action or inaction of the Trustee, the Depositor
or the Holder of such Residual Certificate, as applicable, nor for any such
Losses resulting from misinformation provided by the Holder of such Residual
Certificate on which the Servicer has relied. The foregoing shall not be deemed
to limit or restrict the rights and remedies of the Holder of such Residual
Certificate now or hereafter existing at law or in equity. Notwithstanding
the
foregoing, however, in no event shall the Servicer have any liability (1) for
any action or omission that is taken in accordance with and in compliance with
the express terms of, or which is expressly permitted by the terms of, this
Agreement, (2) for any Losses other than arising out of a negligent performance
by the Servicer of its duties and obligations set forth herein, and (3) for
any
special or consequential damages to Certificateholders (in addition to payment
of principal and interest on the Certificates).
(b) In
the
event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
or incurs federal, state or local taxes as a result of a prohibited transaction
or prohibited contribution under the REMIC Provisions due to the negligent
performance by the Trustee of its duties and obligations set forth herein,
the
Trustee shall indemnify the Trust Fund against any and all Losses resulting
from
such negligence; provided, however, that the Trustee shall not be liable for
any
such Losses attributable to the action or inaction of the Servicer, the
Depositor or the Holder of such Residual Certificate, as applicable, nor for
any
such Losses resulting from misinformation provided by the Holder of such
Residual Certificate on which the Trustee has relied. The foregoing shall not
be
deemed to limit or restrict the rights and remedies of the Holder of such
Residual Certificate now or hereafter existing at law or in equity.
Notwithstanding the foregoing, however, in no event shall the Trustee have
any
liability (1) for any action or omission that is taken in accordance with and
in
compliance with the express terms of, or which is expressly permitted by the
terms of, this Agreement, (2) for any Losses other than arising out of a
negligent performance by the Trustee of its duties and obligations set forth
herein, and (3) for any special or consequential damages to Certificateholders
(in addition to payment of principal and interest on the
Certificates).
| SECTION 9.04 |
Tax
Treatment of Class X Certificates.
|
The
Trustee shall treat the Holders of the Class X-1 Certificates and the Class X-2
Certificates for federal income tax purposes as partners in a partnership for
so
long as the Class X-1 Certificates and the Class X-2 Certificates are
beneficially owned by more than one Person for federal income tax purposes.
The
Trustee shall not treat the Class X-1 Certificates and Class X-2 Certificates
as
an interest in any REMIC created hereunder. By acquiring the Class X-1
Certificates and the Class X-2 Certificates, the respective Holders will agree
to treat the Class X-1 Certificates and the Class X-2 Certificates in the manner
described in the preceding sentence for federal income tax purposes. The Trustee
will establish and maintain a separate capital account for each Holder of a
Class X-1 Certificate or Class X-2 Certificate in accordance with Treasury
Regulations Section 1.704-1(b)(2)(iv), which shall be credited with income
or
gain and debited by any expenses or losses and distributions allocable to such
Certificates and (i) expenses of the partnership shall be allocated based on
which one of such Classes economically bears such expense, (ii) neither the
Class X-1 Certificates nor the Class X-2 Certificates shall be responsible
for
restoring any deficit to its capital account, (iii) upon termination of the
Trust Fund pursuant to Section 10.01, all amounts available for distribution
to
Holders of the Class X Certificates shall be distributed in accordance with
their positive capital account balances and (iv) the Trustee shall maintain
books and records with respect to the partnership on a calendar year basis
(unless a different taxable year shall be required by the Code) and shall
prepare or cause to be prepared, and shall cause the Holder of the Class X-1
Certificates to sign and file or cause to be filed all federal and state tax
and
information returns for the partnership, and shall furnish or cause to be
furnished Schedule K-1’s to the Holders of the Class X-1 Certificates and Class
X-2 Certificates at the time required by the Code. Unless otherwise directed
by
a majority of the Percentage Interests of the Class X-1 Certificates and Class
X-2 Certificates, the Trustee shall not make an election under Section 754
of
the Code. All reasonable costs and expenses incurred by the Trustee in
connection with such preparation and filing shall be paid by the Depositor.
The
Holder of the largest Percentage Interest of the Class X-1 Certificates, by
acceptance of its Class X-1 Certificate, agrees to act as “tax matters partner”
(within the meaning of Section 6231(a)(7) of the Code and to sign and timely
file all federal and state partnership tax and information returns prepared
by
the Trustee pursuant to this Section 9.04.
ARTICLE
X
TERMINATION
| SECTION 10.01 |
Termination.
|
(a) The
respective obligations and responsibilities of the Servicer, the Depositor
and
the Trustee created hereby (other than the obligation of the Trustee to make
certain payments to Certificateholders after the final Distribution Date and
the
obligation of the Servicer to send certain notices as hereinafter set forth)
shall terminate upon notice to the Trustee upon the earliest of (i) the
Distribution Date on which the Certificate Principal Balances of the Regular
Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
by the Terminator of the Mortgage Loans as described below and (iv) the
Distribution Date in November 2035. Notwithstanding the foregoing, in no event
shall the trust created hereby continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the
late
ambassador of the United States to the Court of St. James’s, living on the date
hereof.
The
Servicer (in such capacity, the “Terminator”), may, at its option, terminate
this Agreement on any date on which the aggregate Stated Principal Balance
of
the Mortgage Loans (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) on such date is equal to or less than 10% of the aggregate Stated
Principal Balance of the Mortgage Loans on the Cut-off Date, by purchasing,
on
the next succeeding Distribution Date, all of the outstanding Mortgage Loans
and
REO Properties at a price equal to the greater of (i) the Stated Principal
Balance of the Mortgage Loans (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and the appraised value of the REO Properties and (ii) fair market
value
of the Mortgage Loans and REO Properties (as determined and as agreed upon
as of
the close of business on the third Business Day next preceding the date upon
which notice of any such termination is furnished to the related
Certificateholders pursuant to Section 10.01(c) by (x) the Terminator, (y)
the
Holders of a majority in Percentage Interest in the Class C Certificates and
(z)
if the Floating Rate Certificates will not receive all amounts owed to it as
a
result of the termination, the Trustee, provided that if this clause (z) applies
to such determination, such determination shall be based solely upon an
appraisal obtained as provided in the last sentence of this paragraph), plus
accrued and unpaid interest thereon at the weighted average of the Mortgage
Rates through the end of the Due Period preceding the final Distribution Date
plus unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees
allocable to such Mortgage Loans and REO Properties and any accrued and unpaid
Net WAC Rate Carryover Amounts and any Swap Termination payment payable to
the
Swap Provider (the “Termination Price”); provided, however, such option may only
be exercised if the Termination Price is sufficient to result in the payment
of
all interest accrued on, as well as amounts necessary to retire the principal
balance of, each class of notes issued pursuant to the Indenture. If the
determination of the fair market value of the Mortgage Loans and REO Properties
shall be required to be made and agreed upon by the Terminator, the Holders
of a
majority in Percentage Interest in the Class C Certificates and the Trustee
as
provided in (ii) above, such determination shall be based on an appraisal of
the
value of the Mortgage Loans and REO Properties conducted by an independent
appraiser mutually agreed upon by the Terminator, the Holders of a majority
in
Percentage Interest in the Class C Certificates and the Trustee in their
reasonable discretion, and (A) such appraisal shall be obtained at no expense
to
the Trustee and (B) the Trustee may conclusively rely on, and shall be protected
in relying on, such appraisal.
By
acceptance of a Residual Certificate, the Holders of the Residual Certificates
agree, in connection with any termination hereunder, to assign and transfer
any
amounts in excess of par, and to the extent received in respect of such
termination, to pay any such amounts to the Holders of the Class C
Certificates.
In
connection with any such purchase pursuant to the preceding paragraph, the
Terminator shall deposit in the Distribution Account all amounts then on deposit
in the Collection Account, which deposit shall be deemed to have occurred
immediately preceding such purchase.
Any
such
purchase shall be accomplished by deposit into the Distribution Account on
the
Determination Date before such Distribution Date of the Termination
Price.
(b) Notice
of
any termination, specifying the Distribution Date (which shall be a date that
would otherwise be a Distribution Date) upon which the Certificateholders may
surrender their Certificates to the Trustee for payment of the final
distribution and cancellation, shall be given promptly by the Trustee upon
the
Trustee receiving notice of such date from the Terminator, by letter to the
Certificateholders mailed not earlier than the 15th
day and
not later than the 25th
day of
the month next preceding the month of such final distribution specifying (1)
the
Distribution Date upon which final distribution of the Certificates will be
made
upon presentation and surrender of such Certificates at the office or agency
of
the Trustee therein designated, (2) the amount of any such final distribution
and (3) that the Record Date otherwise applicable to such Distribution Date
is
not applicable, distributions being made only upon presentation and surrender
of
the Certificates at the office or agency of the Trustee therein
specified.
(c) Upon
presentation and surrender of the Certificates, the Trustee shall cause to
be
distributed to the Holders of the Certificates on the Distribution Date for
such
final distribution, in proportion to the Percentage Interests of their
respective Class and to the extent that funds are available for such purpose,
an
amount equal to the amount required to be distributed to such Holders in
accordance with the provisions of Section 4.01 for such Distribution Date.
By
acceptance of the Residual Certificates, the Holders of the Residual
Certificates agree, in connection with any termination hereunder, to assign
and
transfer any amounts in excess of the par value of the Mortgage Loans, and
to
the extent received in respect of such termination, to pay any such amounts
to
the Holders of the Class C Certificates.
(d) In
the
event that all Certificateholders shall not surrender their Certificates for
final payment and cancellation on or before such final Distribution Date, the
Trustee shall promptly following such date cause all funds in the Distribution
Account not distributed in final distribution to Certificateholders to be
withdrawn therefrom and credited to the remaining Certificateholders by
depositing such funds in a separate Servicing Account for the benefit of such
Certificateholders, and the Servicer (if the Servicer has exercised its right
to
purchase the Mortgage Loans) or the Trustee (in any other case) shall give
a
second written notice to the remaining Certificateholders, to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within nine months after the second notice all the Certificates
shall not have been surrendered for cancellation, the Residual
Certificateholders shall be entitled to all unclaimed funds and other assets
which remain subject hereto, and the Trustee upon transfer of such funds shall
be discharged of any responsibility for such funds, and the Certificateholders
shall look to the Residual Certificateholders for payment.
| SECTION 10.02 |
Additional
Termination Requirements.
|
(a) In
the
event that the Terminator exercises its purchase option as provided in Section
10.01, each REMIC shall be terminated in accordance with the following
additional requirements, unless the Trustee shall have been furnished with
an
Opinion of Counsel to the effect that the failure of the Trust to comply with
the requirements of this Section will not (i) result in the imposition of taxes
on “prohibited transactions” of the Trust as defined in Section 860F of the Code
or (ii) cause any REMIC constituting part of the Trust Fund to fail to qualify
as a REMIC at any time that any Certificates are outstanding:
(i) Within
90
days prior to the final Distribution Date, the Terminator shall adopt and the
Trustee shall sign a plan of complete liquidation of each REMIC created
hereunder meeting the requirements of a “Qualified Liquidation” under Section
860F of the Code and any regulations thereunder; and
(ii) At
or
after the time of adoption of such a plan of complete liquidation and at or
prior to the final Distribution Date, the Trustee shall sell all of the assets
of the Trust Fund to the Terminator for cash pursuant to the terms of the plan
of complete liquidation.
(b) By
their
acceptance of Certificates, the Holders thereof hereby agree to appoint the
Trustee as their attorney in fact to: (i) adopt such a plan of complete
liquidation (and the Certificateholders hereby appoint the Trustee as their
attorney in fact to sign such plan) as appropriate and (ii) to take such other
action in connection therewith as may be reasonably required to carry out such
plan of complete liquidation all in accordance with the terms
hereof.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
| SECTION 11.01 |
Amendment.
|
This
Agreement may be amended from time to time by the Depositor, the Servicer and
the Trustee; and without the consent of the Certificateholders (i) to cure
any
ambiguity, (ii) to correct or supplement any provisions herein which may be
defective or inconsistent with any other provisions herein or (iii) to make
any
other provisions with respect to matters or questions arising under this
Agreement which shall not be inconsistent with the provisions of this Agreement;
provided that such action shall not as evidenced by either (a) an Opinion of
Counsel delivered to the Trustee or (b) written notice to the Depositor, the
Servicer and the Trustee from each Rating Agency that such action will not
result in the reduction or withdrawal of the rating of any outstanding Class
of
Certificates with respect to which it is a Rating Agency, adversely affect
in
any material respect the interests of any Certificateholder. No amendment shall
be deemed to adversely affect in any material respect the interests of any
Certificateholder who shall have consented thereto, and no Opinion of Counsel
or
Rating Agency confirmation shall be required to address the effect of any such
amendment on any such consenting Certificateholder.
In
addition, this Agreement may be amended from time to time by the Depositor,
the
Servicer and the Trustee with the consent of the Majority Certificateholders
for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights
of the Swap Provider or the Holders of Certificates; provided, however, that
no
such amendment or waiver shall (x) reduce in any manner the amount of, or delay
the timing of, payments on the Certificates or distributions which are required
to be made on any Certificate without the consent of the Holder of such
Certificate, (y) adversely affect in any material respect the interests of
the
Swap Provider or the Holders of any Class of Certificates (as evidenced by
either (i) an Opinion of Counsel delivered to the Trustee or (ii) written notice
to the Depositor, the Servicer and the Trustee from each Rating Agency that
such
action will not result in the reduction or withdrawal of the rating of any
outstanding Class of Certificates with respect to which it is a Rating Agency)
in a manner other than as described in clause (x) above, without the consent
of
the Holders of Certificates of such Class evidencing at least a 66% Percentage
Interest in such Class, or (z) reduce the percentage of Voting Rights required
by clause (y) above without the consent of the Holders of all Certificates
of
such Class then outstanding. Upon approval of an amendment, a copy of such
amendment shall be sent to the Rating Agencies.
Notwithstanding
any provision of this Agreement to the contrary, the Trustee shall not consent
to any amendment to this Agreement unless it shall have first received an
Opinion of Counsel, delivered by (and at the expense of) the Person seeking
such
Amendment, to the effect that such amendment will not result in the imposition
of a tax on any REMIC created hereunder constituting part of the Trust Fund
pursuant to the REMIC Provisions or cause any REMIC created hereunder
constituting part of the Trust to fail to qualify as a REMIC at any time that
any Certificates are outstanding and that the amendment is being made in
accordance with the terms hereof.
Notwithstanding
any of the other provisions of this Section 11.01, none of the Depositor, the
Servicer or the Trustee shall enter into any amendment to Section 4.10 or
Section 11.10 of this Agreement without the prior written consent of the Swap
Provider.
Promptly
after the execution of any such amendment the Trustee shall furnish, at the
expense of the Person that requested the amendment if such Person is the
Servicer (but in no event at the expense of the Trustee), otherwise at the
expense of the Trust, a copy of such amendment and the Opinion of Counsel
referred to in the immediately preceding paragraph to the Servicer and each
Rating Agency.
It
shall
not be necessary for the consent of Certificateholders under this Section 11.01
to approve the particular form of any proposed amendment; instead it shall
be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trustee may prescribe.
The
Trustee may, but shall not be obligated to, enter into any amendment pursuant
to
this Section 11.01 that affects its rights, duties and immunities under this
Agreement or otherwise.
| SECTION 11.02 |
Recordation
of Agreement; Counterparts.
|
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any or all of the properties subject
to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Servicer at the expense
of
the Trust, but only upon direction of Certificateholders accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall together constitute but one and the same
instrument.
| SECTION 11.03 |
Limitation
on Rights of Certificateholders.
|
The
death
or incapacity of any Certificateholder shall not (i) operate to terminate this
Agreement or the Trust, (ii) entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust, or (iii)
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
Except
as
expressly provided for herein, no Certificateholder shall have any right to
vote
or in any manner otherwise control the operation and management of the Trust,
or
the obligations of the parties hereto, nor shall anything herein set forth
or
contained in the terms of the Certificates be construed so as to constitute
the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third person
by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.
No
Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement, unless such Holder previously shall
have given to the Trustee a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
entitled to at least 25% of the Voting Rights shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name
as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to
be
incurred therein or thereby, and the Trustee for 15 days after its receipt
of
such notice, request and offer of indemnity, shall have neglected or refused
to
institute any such action, suit or proceeding. It is understood and intended,
and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any
other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided
for herein, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of
this
Section 11.03 each and every Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.
| SECTION 11.04 |
Governing
Law; Jurisdiction.
|
This
Agreement shall be construed in accordance with the laws of the State of New
York, and the obligations, rights and remedies of the parties hereunder shall
be
determined in accordance with such laws. With respect to any claim arising
out
of this Agreement, each party irrevocably submits to the exclusive jurisdiction
of the courts of the State of New York and the United States District Court
located in the Borough of Manhattan in The City of New York, and each party
irrevocably waives any objection which it may have at any time to the laying
of
venue of any suit, action or proceeding arising out of or relating hereto
brought in any such courts, irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in any
inconvenient forum and further irrevocably waives the right to object, with
respect to such claim, suit, action or proceeding brought in any such court,
that such court does not have jurisdiction over such party, provided that
service of process has been made by any lawful means.
| SECTION 11.05 |
Notices.
|
All
directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by first
class mail, postage prepaid, by facsimile or by express delivery service, to
(a)
in the case of the Servicer, ▇▇▇▇▇▇ Loan Servicing LP ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (telecopy number: (▇▇▇)
▇▇▇-▇▇▇▇), or such other address or telecopy number as may hereafter be
furnished to the Depositor and the Trustee in writing by the Servicer, (d)
in
the case of the Trustee, Deutsche Bank National Trust Company, ▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Trust Admin—GC06SA
(telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇), or such other address or telecopy number
as
may hereafter be furnished to the Depositor and the Servicer in writing by
the
Trustee, and (e) in the case of the Depositor, Financial Asset Securities Corp.,
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Legal, or such
other address as may be furnished to the Servicer and the Trustee in writing
by
the Depositor. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Notice of the
Servicer Event of Termination shall be given by telecopy and by certified mail.
Any notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have duly been given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder shall also be mailed to the appropriate party in the manner
set forth above.
| SECTION 11.06 |
Severability
of Provisions.
|
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall for any reason whatsoever be held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
| SECTION 11.07 |
Article
and Section References.
|
All
article and section references used in this Agreement, unless otherwise
provided, are to articles and sections in this Agreement.
| SECTION 11.08 |
Notice
to the Rating Agencies.
|
(a) Each
of
the Trustee and the Servicer shall be obligated to use its best reasonable
efforts promptly to provide notice to the Rating Agencies with respect to each
of the following of which a Responsible Officer of the Trustee or the Servicer,
as the case may be, has actual knowledge:
(i) any
material change or amendment to this Agreement;
(ii) the
occurrence of any Servicer Event of Termination that has not been cured or
waived;
(iii) the
resignation or termination of the Servicer or the Trustee;
(iv) the
final
payment to Holders of the Certificates of any Class;
(v) any
change in the location of any Account; and
(vi) if
the
Trustee is acting as successor Servicer pursuant to Section 7.02 hereof, any
event that would result in the inability of the Trustee to make
Advances.
(b) In
addition, the Trustee shall promptly make available to each Rating Agency copies
of each Statement to Certificateholders described in Sections 4.03 and 3.19
hereof and the Servicer shall promptly furnish to each Rating Agency copies
of
the following:
(i) each
annual statement as to compliance described in Section 3.20 hereof;
(ii) each
Attestation Report described in Section 3.21 hereof; and
(iii) each
notice delivered pursuant to Section 7.01(a) hereof which relates to the fact
that the Servicer has not made an Advance.
Any
such
notice pursuant to this Section 11.08 shall be in writing and shall be deemed
to
have been duly given if personally delivered or mailed by first class mail,
postage prepaid, or by express delivery service to (i) ▇▇▇▇▇’▇ Investors
Service, Inc., ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, (ii) Fitch Ratings,
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and (iii) Standard &
Poor’s, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇
▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Residential Mortgage Surveillance
Group.
| SECTION 11.09 |
Further
Assurances.
|
Notwithstanding
any other provision of this Agreement, neither the Regular Certificateholders
nor the Trustee shall have any obligation to consent to any amendment or
modification of this Agreement unless they have been provided reasonable
security or indemnity against their out-of-pocket expenses (including reasonable
attorneys’ fees) to be incurred in connection therewith.
| SECTION 11.10 |
Benefits
of Agreement.
|
Nothing
in this Agreement or in the Certificates, expressed or implied, shall give
to
any Person, other than the Certificateholders and the parties hereto and their
successors hereunder, any benefit or any legal or equitable right, remedy or
claim under this Agreement.
| SECTION 11.11 |
Acts
of Certificateholders.
|
(a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Agreement to be given or taken by the Certificateholders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Certificateholders in person or by agent duly
appointed in writing, and such action shall become effective when such
instrument or instruments are delivered to the Trustee and the Servicer. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “act” of the Certificateholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any
purpose of this Agreement and conclusive in favor of the Trustee and the Trust,
if made in the manner provided in this Section 11.11.
(b) The
fact
and date of the execution by any Person of any such instrument or writing may
be
proved by the affidavit of a witness of such execution or by the certificate
of
a notary public or other officer authorized by law to take acknowledgments
of
deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Whenever such execution is by a
signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.
(c) Any
request, demand, authorization, direction, notice, consent, waiver or other
action by any Certificateholder shall bind every future Holder of such
Certificate and the Holder of every Certificate issued upon the registration
of
transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, omitted or suffered to be done by the Trustee or the Trust in
reliance thereon, whether or not notation of such action is made upon such
Certificate.
| SECTION 11.12 |
Intention
of the Parties and Interpretation.
|
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
and 4.05 of this Agreement is to facilitate compliance by
the Depositor with the provisions of Regulation AB promulgated by the SEC
under the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended
from time to time and subject to clarification and interpretive advice as may
be
issued by the staff of the SEC from time to time. Therefore, each of the parties
agrees that (a) the obligations of the parties hereunder shall be interpreted
in
such a manner as to accomplish that purpose, (b) the parties’ obligations
hereunder will be supplemented and modified as necessary to be consistent with
any such amendments, interpretive advice or guidance, convention or consensus
among active participants in the asset-backed securities markets, advice of
counsel, or otherwise in respect of the requirements of Regulation AB, (c)
the
parties shall comply with requests made by the Depositor for delivery of
additional or different information as the Depositor may determine in good
faith is necessary to comply with the provisions of Regulation AB, and (d)
no
amendment of this Agreement shall be required to effect any such changes in
the
parties’ obligations as are necessary to accommodate evolving interpretations of
the provisions of Regulation AB.
IN
WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
|
FINANCIAL
ASSET SECURITIES CORP.,
as
Depositor
|
|||||||||||||
|
By:
|
/s/
Ara Balabania
|
||||||||||||
|
Name:
|
Ara
Balabania
|
||||||||||||
|
Title:
|
Vice
President
|
||||||||||||
|
▇▇▇▇▇▇
LOAN SERVICING LP, as Servicer
|
|||||||||||||
|
By:
|
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
||||||||||||
|
Name:
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
||||||||||||
|
Title:
|
Senior
Vice President
|
||||||||||||
|
DEUTSCHE
BANK NATIONAL TRUST
COMPANY,
as Trustee
|
||||||||||||||
|
By:
|
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
|||||||||||||
|
Name:
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
|||||||||||||
|
Title:
|
Vice
President
|
|||||||||||||
|
By:
|
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
|
|||||||||||||
|
Name:
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
|||||||||||||
|
Title:
|
Authorized
Signatory
|
|||||||||||||
|
Acknowledged
and Agreed for purposes of Section 3.30
|
||||||||||||||
|
GMAC
MORTGAGE CORPORATION
|
||||||||||||||
|
By:
|
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|||||||||||||
|
Name:
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
|||||||||||||
|
Title:
|
Vice
President
|
|||||||||||||
|
COUNTRYWIDE
HOME LOANS SERVICING LP
|
||||||||||||||
|
By:
COUNTRYWIDE GP, INC., its general partner
|
||||||||||||||
|
By:
|
/s/
▇▇▇▇▇ ▇▇▇▇▇▇
|
|||||||||||||
|
Name:
|
▇▇▇▇▇
▇▇▇▇▇▇
|
|||||||||||||
|
Title:
|
First
Vice President
|
|||||||||||||
|
STATE
OF CONNECTICUT
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF FAIRFIELD
|
)
|
On
the
_____ day of July, 2006 before me, a notary public in and for said State,
personally appeared _________________________ known to me to be
_______________________ of Financial Asset Securities Corp., a Delaware
corporation that executed the within instrument, and also known to me to be
the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
Notary
Public
|
|
STATE
OF_____________
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF___________
|
)
|
On
the
_____ day of July, 2006 before me, a notary public in and for said State,
personally appeared ____________________________ known to me to be a
___________________________ of ▇▇▇▇▇▇ Loan Servicing LP, a limited partnership
that executed the within instrument, and also known to me to be the person
who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
Notary
Public
|
|
STATE
OF CALIFORNIA
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF ORANGE
|
)
|
On
the
____ day of July, 2006 before me, a notary public in and for said State,
personally appeared _________________________, known to me to be a(n)
_______________________ and _________________________, known to me to be a(n)
_______________________of Deutsche Bank National Trust Company, a corporation
that executed the within instrument, and also known to me to be the person
who
executed it on behalf of said association, and acknowledged to me that such
corporation executed the within instrument.
EXHIBIT
A-1
FORM
OF
CLASS A CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of
this Certificate (“Denomination”)
|
:
|
$363,334,000.00
|
|
Original
Class Certificate Principal
Balance of this Class
|
:
|
$363,334,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612G
AA 8
|
|
Class
|
:
|
A
|
|
Assumed
Maturity Date
|
:
|
November
2035
|
Asset-Backed
Certificates,
Series
2006-A
CLASS
A
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class A Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class A-1 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class A Certificate (obtained by dividing the Denomination
of
this Class A Certificate by the Original Class Certificate Principal Balance)
in
certain monthly distributions with respect to a Trust consisting primarily
of
the Mortgage Loans deposited by Financial Asset Securities Corp. (the
“Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇▇
Loan Servicing LP, as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class A Certificate is issued under
and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Class A Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Reference
is hereby made to the further provisions of this Class A Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class A Certificate shall not be entitled to any benefit under the Agreement
or
be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
|||
[Reverse
of Class A Certificate]
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trustee to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver
such
Certificate to the following address:______
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-2
FORM
OF
CLASS M-1 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$30,136,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$30,136,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612G
AB 6
|
|
Class
|
:
|
M-1
|
|
Assumed
Maturity Date
|
:
|
November
2035
|
Asset-Backed
Certificates,
Series
2006-A
CLASS
M-1
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-1 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-1 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-1 Certificate (obtained by dividing the Denomination
of this Class M-1 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇▇
Loan Servicing LP, as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-1 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Class M-1 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-1 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-1 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
|||
[Reverse
of Class M-1 Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-3
FORM
OF
CLASS M-2 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND CLASS M-1
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$28,999,000.00
|
|
Original
Class Certificate Principal
Balance of this Class
|
:
|
$28,999,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612G
AC 4
|
|
Class
|
:
|
M-2
|
|
Assumed
Maturity Date
|
:
|
November
2035
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
M-2
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-2 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-2 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-2 Certificate (obtained by dividing the Denomination
of this Class M-2 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇▇
Loan Servicing LP, as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-2 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Class M-2 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-2 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-2 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
|||
[Reverse
of Class M-2 Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trustee to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver
such
Certificate to the following address:______
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-4
FORM
OF
CLASS M-3 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, CLASS M-1 CERTIFICATES
AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$14,784,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$14,784,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612G
AD 2
|
|
Class
|
:
|
M-3
|
|
Assumed
Maturity Date
|
:
|
November
2035
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
M-3
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-3 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-3 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-3 Certificate (obtained by dividing the Denomination
of this Class M-3 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇▇
Loan Servicing LP, as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-3 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Class M-3 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-3 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-3 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
|||
[Reverse
of Class M-3 Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trustee to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver
such
Certificate to the following address:______
___________________________________________________________________________________________________________________________________________
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-5
FORM
OF
CLASS M-4 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, AND THE CLASS M-3 CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$13,078,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$13,078,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612G
AE 0
|
|
Class
|
:
|
M-4
|
|
Assumed
Maturity Date
|
:
|
November
2035
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
M-4
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-4 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-4 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-4 Certificate (obtained by dividing the Denomination
of this Class M-4 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇▇
Loan Servicing LP, as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-4 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Class M-4 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-4 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-4 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
|||
[Reverse
of Class M-4 Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trustee to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver
such
Certificate to the following address:______
___________________________________________________________________________________________________________________________________________
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-6
FORM
OF
CLASS M-5 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE CLASS M-4
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$12,509,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$12,509,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612G
AF 7
|
|
Class
|
:
|
M-5
|
|
Assumed
Maturity Date
|
:
|
November
2035
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
M-5
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-5 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-5 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-5 Certificate (obtained by dividing the Denomination
of this Class M-5 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇▇
Loan Servicing LP, as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-5 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Class M-5 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-5 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-5 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
|||
[REVERSE
OF CLASS M-5 CERTIFICATE]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trustee to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver
such
Certificate to the following address:______
___________________________________________________________________________________________________________________________________________
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-7
FORM
OF
CLASS M-6 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4
CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$11,372,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$11,372,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612G
AG 5
|
|
Class
|
:
|
M-6
|
|
Assumed
Maturity Date
|
:
|
November
2035
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
M-6
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-6 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-6 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-6 Certificate (obtained by dividing the Denomination
of this Class M-6 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇▇
Loan Servicing LP, as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-6 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Class M-6 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-6 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-6 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
||
[Reverse
of Class M-6 Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trustee to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver
such
Certificate to the following address:______
___________________________________________________________________________________________________________________________________________
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-8
FORM
OF
CLASS M-7 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4
CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES TO
THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$11,657,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$11,657,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612G
AH 3
|
|
Class
|
:
|
M-7
|
|
Assumed
Maturity Date
|
:
|
November
2035
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
M-7
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-7 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-7 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-7 Certificate (obtained by dividing the Denomination
of this Class M-7 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇▇
Loan Servicing LP, as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-7 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Class M-7 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-7 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-7 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
||
[Reverse
of Class M-7 Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trustee to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver
such
Certificate to the following address:______
___________________________________________________________________________________________________________________________________________
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-9
FORM
OF
CLASS M-8 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4
CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND
THE
CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$11,372,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$11,372,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612G
AJ 9
|
|
Class
|
:
|
M-8
|
|
Assumed
Maturity Date
|
:
|
November
2035
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
M-8
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-8 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-8 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-8 Certificate (obtained by dividing the Denomination
of this Class M-8 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇▇
Loan Servicing LP, as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-8 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Class M-8 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-8 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-8 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
||
[Reverse
of Class M-8 Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trustee to issue a new Certificate of a
like
denomination and Class, to the above named assignee and deliver
such
Certificate to the following address:______
___________________________________________________________________________________________________________________________________________
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-10
FORM
OF
CLASS M-9 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4
CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
CLASS
M-7 CERTIFICATES AND THE M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
8,813,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
8,813,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612G
AK 6
|
|
Class
|
:
|
M-9
|
|
Assumed
Maturity Date
|
:
|
November
2035
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
M-9
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-9 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-9 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-9 Certificate (obtained by dividing the Denomination
of this Class M-9 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇▇
Loan Servicing LP, as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-9 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Class M-9 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-9 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-9 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
||
[Reverse
of Class M-9 Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
___________________________________________________________________________________________________________________________________
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-11
FORM
OF
CLASS M-10 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS
A
CERTIFICATES, CLASS M-1 CERTIFICATES, CLASS M-2 CERTIFICATES, CLASS M-3
CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, CLASS M-6
CERTIFICATES, CLASS M-7 CERTIFICATES, CLASS M-8 CERTIFICATES AND CLASS M-9
CERTIFICATES,
TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
8,814,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
8,814,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612G
AL 4
|
|
Class
|
:
|
M-10
|
|
Assumed
Maturity Date
|
:
|
November
2035
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
M-10
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-10 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-10 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-10 Certificate (obtained by dividing the Denomination
of this Class M-10 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇▇
Loan Servicing LP, as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-10 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Class M-10 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable sate securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act, and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding
the
transfer. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-10 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class M-10 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
||
[Reverse
of Class M-10 Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-12
FORM
OF
CLASS M-11 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, CLASS M-1 CERTIFICATES,
CLASS M-2 CERTIFICATES, CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS
M-5 CERTIFICATES, CLASS M-6 CERTIFICATES, CLASS M-7 CERTIFICATES, CLASS M-8
CERTIFICATES, CLASS M-9 CERTIFICATES AND CLASS M-10 CERTIFICATES, TO THE
EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
7,961,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
7,961,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612G
AM 2
|
|
Class
|
:
|
M-11
|
|
Assumed
Maturity Date
|
:
|
November
2035
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
M-11
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-11 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-11 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-11 Certificate (obtained by dividing the Denomination
of this Class M-11 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇▇
Loan Servicing LP, as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-11 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Class M-11 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable sate securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act, and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding
the
transfer. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-11 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class M-11 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
||
[Reverse
of Class M-11 Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-13
FORM
OF
CLASS M-12 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, CLASS M-1 CERTIFICATES,
CLASS M-2 CERTIFICATES, CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS
M-5 CERTIFICATES, CLASS M-6 CERTIFICATES, CLASS M-7 CERTIFICATES, CLASS M-8
CERTIFICATES, CLASS M-9 CERTIFICATES, CLASS M-10 CERTIFICATES AND CLASS M-11
CERTIFICATES, TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
21,039,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
21,039,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612G
AN 0
|
|
Class
|
:
|
M-12
|
|
Assumed
Maturity Date
|
:
|
November
2035
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
M-12
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-12 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-12 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-12 Certificate (obtained by dividing the Denomination
of this Class M-12 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇▇
Loan Servicing LP, as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-12 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Class M-12 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable sate securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act, and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding
the
transfer. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-12 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class M-12 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
||
[Reverse
of Class M-12 Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-14
FORM
OF
CLASS M-13 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, CLASS M-1 CERTIFICATES,
CLASS M-2 CERTIFICATES, CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS
M-5 CERTIFICATES, CLASS M-6 CERTIFICATES, CLASS M-7 CERTIFICATES, CLASS M-8
CERTIFICATES, CLASS M-9 CERTIFICATES, CLASS M-10 CERTIFICATES, CLASS M-11
CERTIFICATES AND CLASS M-12 CERTIFICATES, TO THE EXTENT DESCRIBED IN THE
POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
8,813,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
8,813,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612G
AP 5
|
|
Class
|
:
|
M-13
|
|
Assumed
Maturity Date
|
:
|
November
2035
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
M-13
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-13 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-13 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-13 Certificate (obtained by dividing the Denomination
of this Class M-13 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇▇
Loan Servicing LP, as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-13 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Class M-13 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable sate securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act, and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding
the
transfer. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-13 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class M-13 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
||
[Reverse
of Class M-13 Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-15
FORM
OF
CLASS M-14 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, CLASS M-1 CERTIFICATES,
CLASS M-2 CERTIFICATES, CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS
M-5 CERTIFICATES, CLASS M-6 CERTIFICATES, CLASS M-7 CERTIFICATES, CLASS M-8
CERTIFICATES, CLASS M-9 CERTIFICATES, CLASS M-10 CERTIFICATES, CLASS M-11
CERTIFICATES, CLASS M-12 CERTIFICATES, AND CLASS M-13 CERTIFICATES, TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
7,676,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
7,676,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612G
AQ 3
|
|
Class
|
:
|
M-14
|
|
Assumed
Maturity Date
|
:
|
November
2035
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
M-14
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-14 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-14 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-14 Certificate (obtained by dividing the Denomination
of this Class M-14 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇▇
Loan Servicing LP, as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-14 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Class M-14 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable sate securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act, and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding
the
transfer. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-14 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class M-14 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
||
[Reverse
of Class M-14 Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-16
FORM
OF
CLASS M-15 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, CLASS M-1 CERTIFICATES,
CLASS M-2 CERTIFICATES, CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS
M-5 CERTIFICATES, CLASS M-6 CERTIFICATES, CLASS M-7 CERTIFICATES, CLASS M-8
CERTIFICATES, CLASS M-9 CERTIFICATES, CLASS M-10 CERTIFICATES, CLASS M-11
CERTIFICATES, CLASS M-12 CERTIFICATES, CLASS M-13 CERTIFICATES AND CLASS
M-14
CERTIFICATES, TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
8,245,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
8,245,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83612G
AR 1
|
|
Class
|
:
|
M-15
|
|
Assumed
Maturity Date
|
:
|
November
2035
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
M-15
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-15 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-15 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-15 Certificate (obtained by dividing the Denomination
of this Class M-15 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of June 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇▇
Loan Servicing LP, as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-15 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement,
to
which Agreement the Holder of this Class M-15 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable sate securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act, and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding
the
transfer. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-15 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class M-15 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
||
[Reverse
of Class M-15 Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-17
FORM
OF
CLASS C CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE MEZZANINE
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of
this Certificate (“Denomination”)
|
:
|
$
415.57
|
|
Original
Class Certificate Principal
Balance of this Class
|
:
|
$
664.91
|
|
Percentage
Interest
|
:
|
62.50%
|
|
CUSIP
|
:
|
83612G
AT 7
|
|
Class
|
:
|
C
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
C
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class C Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class C Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor,
the
Servicer, or the Trustee referred to below or any of their respective
affiliates.
This
certifies that Greenwich Capital Financial Products, Inc. is the registered
owner of the Percentage Interest evidenced by this Class C Certificate (obtained
by dividing the Denomination of this Class C Certificate by the Original
Class
Certificate Principal Balance) in certain distributions with respect to a
Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of June 1, 2006 (the “Agreement”) among the
Depositor, ▇▇▇▇▇▇ Loan Servicing LP, as servicer (the “Servicer”), and Deutsche
Bank National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class C Certificate is
issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Class C Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding
the
transfer. In the event that such a transfer is not to be made pursuant to
Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
of an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of
the
Trustee, the Servicer or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and
an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class C Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class C Certificate shall not be entitled to any benefit under the Agreement
or
be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
|||
[Reverse
of Class C Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-18
FORM
OF
CLASS C CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE MEZZANINE
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
2
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of
this Certificate (“Denomination”)
|
:
|
$
249.34
|
|
Original
Class Certificate Principal
Balance of this Class
|
:
|
$
664.91
|
|
Percentage
Interest
|
:
|
37.50%
|
|
CUSIP
|
:
|
83612G
AT 7
|
|
Class
|
:
|
C
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
C
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class C Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class C Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor,
the
Servicer, or the Trustee referred to below or any of their respective
affiliates.
This
certifies that Greenwich Capital Financial Products, Inc. is the registered
owner of the Percentage Interest evidenced by this Class C Certificate (obtained
by dividing the Denomination of this Class C Certificate by the Original
Class
Certificate Principal Balance) in certain distributions with respect to a
Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of June 1, 2006 (the “Agreement”) among the
Depositor, ▇▇▇▇▇▇ Loan Servicing LP, as servicer (the “Servicer”), and Deutsche
Bank National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class C Certificate is
issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Class C Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding
the
transfer. In the event that such a transfer is not to be made pursuant to
Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
of an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of
the
Trustee, the Servicer or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and
an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class C Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class C Certificate shall not be entitled to any benefit under the Agreement
or
be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
|||
[Reverse
of Class C Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-19
FORM
OF
CLASS P CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of
this Certificate (“Denomination”)
|
:
|
$50.00
|
|
Original
Class Certificate Principal
Balance of this Class
|
:
|
$100.00
|
|
Percentage
Interest
|
:
|
50.00%
|
|
CUSIP
|
:
|
83612G
AU 4
|
|
Class
|
:
|
P
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
P
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class P Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class P Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor,
the
Servicer, or the Trustee referred to below or any of their respective
affiliates.
This
certifies that Greenwich Capital Financial Products, Inc. is the registered
owner of the Percentage Interest evidenced by this Class P Certificate (obtained
by dividing the Denomination of this Class P Certificate by the Original
Class
Certificate Principal Balance) in certain distributions with respect to a
Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of June 1, 2006 (the “Agreement”) among the
Depositor, ▇▇▇▇▇▇ Loan Servicing LP, as servicer (the “Servicer”), and Deutsche
Bank National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class P Certificate is
issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Class P Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
This
Certificate does not have a pass-through rate and will be entitled to
distributions only to the extent set forth in the Agreement.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding
the
transfer. In the event that such a transfer is not to be made pursuant to
Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
of an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of
the
Trustee, the Servicer or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and
an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class P Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class P Certificate shall not be entitled to any benefit under the Agreement
or
be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
|||
[Reverse
of Class P Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-20
FORM
OF
CLASS P CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
2
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Initial
Certificate Principal Balance of
this Certificate (“Denomination”)
|
:
|
$50.00
|
|
Original
Class Certificate Principal
Balance of this Class
|
:
|
$100.00
|
|
Percentage
Interest
|
:
|
50.00%
|
|
CUSIP
|
:
|
83612G
AU 4
|
|
Class
|
:
|
P
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
P
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class P Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class P Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor,
the
Servicer, or the Trustee referred to below or any of their respective
affiliates.
This
certifies that Greenwich Capital Financial Products, Inc. is the registered
owner of the Percentage Interest evidenced by this Class P Certificate (obtained
by dividing the Denomination of this Class P Certificate by the Original
Class
Certificate Principal Balance) in certain distributions with respect to a
Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of June 1, 2006 (the “Agreement”) among the
Depositor, ▇▇▇▇▇▇ Loan Servicing LP, as servicer (the “Servicer”), and Deutsche
Bank National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class P Certificate is
issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Class P Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
This
Certificate does not have a pass-through rate and will be entitled to
distributions only to the extent set forth in the Agreement.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding
the
transfer. In the event that such a transfer is not to be made pursuant to
Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
of an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of
the
Trustee, the Servicer or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and
an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class P Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class P Certificate shall not be entitled to any benefit under the Agreement
or
be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
|||
[Reverse
of Class P Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-21
FORM
OF
CLASS R CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Percentage
Interest
|
:
|
100.00%
|
|
CUSIP
|
:
|
83612G
AV 2
|
|
Class
|
:
|
R
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
R
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
This
Certificate does not evidence an obligation of, or an interest in, and is
not
guaranteed by the Depositor, the Servicer or the Trustee referred to below
or
any of their respective affiliates.
This
certifies that Greenwich Capital Markets, Inc. is the registered owner of
the
Percentage Interest evidenced by this Certificate specified above in the
interest represented by all Certificates of the Class to which this Certificate
belongs in a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the “Depositor”). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of June 1, 2006 (the
“Agreement”) among the Depositor, ▇▇▇▇▇▇ Loan Servicing LP, as servicer (the
“Servicer”), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the “Trustee”). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
This
Certificate does not have a principal balance or pass-through rate and will
be
entitled to distributions only to the extent set forth in the Agreement.
In
addition, any distribution of the proceeds of any remaining assets of the
Trust
will be made only upon presentment and surrender of this Certificate at the
Office or the office or agency maintained by the Trustee.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding
the
transfer. In the event that such a transfer is not to be made pursuant to
Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
of an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of
the
Trustee, the Servicer or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and
an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions
that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this
Certificate may be transferred without delivery to the Trustee of (a) a transfer
affidavit of the proposed transferee and (b) a transfer certificate of the
transferor, each of such documents to be in the form described in the Agreement,
(iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must
agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and
(v) any
attempted or purported transfer of any Ownership Interest in this Certificate
in
violation of such restrictions will be absolutely null and void and will
vest no
rights in the purported transferee. Pursuant to the Agreement, The Trustee
will
provide the Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable tax laws
on
transfers of residual interests to disqualified organizations, if any person
other than a Permitted Transferee acquires an Ownership Interest on a Class
R
Certificate in violation of the restrictions mentioned above.
Reference
is hereby made to the further provisions of this Certificate set forth on
the
reverse hereof, which further provisions shall for all purposes have the
same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized officer of
the
Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
|||
[Reverse
of Class R Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-22
FORM
OF
CLASS R-X CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Percentage
Interest
|
:
|
100.00%
|
|
CUSIP
|
:
|
83612G
AW 0
|
|
Class
|
:
|
R-X
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
R-X
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
This
Certificate does not evidence an obligation of, or an interest in, and is
not
guaranteed by the Depositor, the Servicer or the Trustee referred to below
or
any of their respective affiliates.
This
certifies that Greenwich Capital Markets, Inc. is the registered owner of
the
Percentage Interest evidenced by this Certificate specified above in the
interest represented by all Certificates of the Class to which this Certificate
belongs in a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the “Depositor”). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of June 1, 2006 (the
“Agreement”) among the Depositor, ▇▇▇▇▇▇ Loan Servicing LP, as servicer (the
“Servicer”), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the “Trustee”). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
This
Certificate does not have a principal balance or pass-through rate and will
be
entitled to distributions only to the extent set forth in the Agreement.
In
addition, any distribution of the proceeds of any remaining assets of the
Trust
will be made only upon presentment and surrender of this Certificate at the
Office or the office or agency maintained by the Trustee.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding
the
transfer. In the event that such a transfer is not to be made pursuant to
Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
of an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of
the
Trustee, the Servicer or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and
an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions
that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this
Certificate may be transferred without delivery to the Trustee of (a) a transfer
affidavit of the proposed transferee and (b) a transfer certificate of the
transferor, each of such documents to be in the form described in the Agreement,
(iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must
agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and
(v) any
attempted or purported transfer of any Ownership Interest in this Certificate
in
violation of such restrictions will be absolutely null and void and will
vest no
rights in the purported transferee. Pursuant to the Agreement, The Trustee
will
provide the Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable tax laws
on
transfers of residual interests to disqualified organizations, if any person
other than a Permitted Transferee acquires an Ownership Interest on a Class
R-X
Certificate in violation of the restrictions mentioned above.
Reference
is hereby made to the further provisions of this Certificate set forth on
the
reverse hereof, which further provisions shall for all purposes have the
same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized officer of
the
Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
|||
[Reverse
of Class R-X Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the
final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii)
the
optional purchase by the Servicer of the Mortgage Loans as described in the
Agreement and (iv) the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
Account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
Assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-23
FORM
OF
CLASS X-1 CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CLASS X-1 CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Class
|
:
|
X-1
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
X-1
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
This
Certificate does not evidence an obligation of, or an interest in, and is
not
guaranteed by the Depositor, the Servicers or the Trustee referred to below
or
any of their respective affiliates.
This
certifies that Greenwich Capital Markets, Inc. is the registered owner of
the
Percentage Interest evidenced by this Certificate specified above in the
interest represented by all Certificates of the Class to which this Certificate
belongs in a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the “Depositor”). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of June 1, 2006 (the
“Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC
Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and
is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
This
Certificate does not have a principal balance or pass-through rate and will
be
entitled to distributions only to the extent set forth in the Agreement.
In
addition, any distribution of the proceeds of any remaining assets of the
Trust
will be made only upon presentment and surrender of this Certificate at the
Office or the office or agency maintained by the Trustee.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding
the
transfer. In the event that such a transfer is not to be made pursuant to
Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
of an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of
the
Trustee, the Servicers or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and
an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions
that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this
Certificate may be transferred without delivery to the Trustee of (a) a transfer
affidavit of the proposed transferee and (b) a transfer certificate of the
transferor, each of such documents to be in the form described in the Agreement,
(iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must
agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and
(v) any
attempted or purported transfer of any Ownership Interest in this Certificate
in
violation of such restrictions will be absolutely null and void and will
vest no
rights in the purported transferee. Pursuant to the Agreement, The Trustee
will
provide the Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable tax laws
on
transfers of residual interests to disqualified organizations, if any person
other than a Permitted Transferee acquires an Ownership Interest on a Class
X
Certificate in violation of the restrictions mentioned above.
Reference
is hereby made to the further provisions of this Certificate set forth on
the
reverse hereof, which further provisions shall for all purposes have the
same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized officer of
the
Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July__, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
|||
[Reverse
of Class X-1 Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicers and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Depositor, the Servicers and the Trustee and any agent of the Depositor,
the
Servicers or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicers or any such agent shall be affected by any notice
to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers
may
purchase, in whole, from the Trust the Mortgage Loans at a purchase price
determined as provided in the Agreement. In the event that no such optional
termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of
(i) the
Distribution Date on which the Certificate Principal Balances of the Regular
Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
by the Servicers of the Mortgage Loans as described in the Agreement and
(iv)
the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
Account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
Assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-24
FORM
OF
CLASS X-2 CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CLASS X-2 CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Percentage
Interest
|
:
|
62.50%
|
|
Class
|
:
|
X-2
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
X-2
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
This
Certificate does not evidence an obligation of, or an interest in, and is
not
guaranteed by the Depositor, the Servicers or the Trustee referred to below
or
any of their respective affiliates.
This
certifies that Greenwich Capital Markets, Inc. is the registered owner of
the
Percentage Interest evidenced by this Certificate specified above in the
interest represented by all Certificates of the Class to which this Certificate
belongs in a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the “Depositor”). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of June 1, 2006 (the
“Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC
Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and
is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
This
Certificate does not have a principal balance or pass-through rate and will
be
entitled to distributions only to the extent set forth in the Agreement.
In
addition, any distribution of the proceeds of any remaining assets of the
Trust
will be made only upon presentment and surrender of this Certificate at the
Office or the office or agency maintained by the Trustee.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding
the
transfer. In the event that such a transfer is not to be made pursuant to
Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
of an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of
the
Trustee, the Servicers or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and
an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions
that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this
Certificate may be transferred without delivery to the Trustee of (a) a transfer
affidavit of the proposed transferee and (b) a transfer certificate of the
transferor, each of such documents to be in the form described in the Agreement,
(iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must
agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and
(v) any
attempted or purported transfer of any Ownership Interest in this Certificate
in
violation of such restrictions will be absolutely null and void and will
vest no
rights in the purported transferee. Pursuant to the Agreement, The Trustee
will
provide the Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable tax laws
on
transfers of residual interests to disqualified organizations, if any person
other than a Permitted Transferee acquires an Ownership Interest on a Class
X
Certificate in violation of the restrictions mentioned above.
Reference
is hereby made to the further provisions of this Certificate set forth on
the
reverse hereof, which further provisions shall for all purposes have the
same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized officer of
the
Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
|||
[Reverse
of Class X Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicers and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Depositor, the Servicers and the Trustee and any agent of the Depositor,
the
Servicers or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicers or any such agent shall be affected by any notice
to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers
may
purchase, in whole, from the Trust the Mortgage Loans at a purchase price
determined as provided in the Agreement. In the event that no such optional
termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of
(i) the
Distribution Date on which the Certificate Principal Balances of the Regular
Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
by the Servicers of the Mortgage Loans as described in the Agreement and
(iv)
the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
Account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
Assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-25
FORM
OF
CLASS X-2 CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CLASS X-2 CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
2
|
|
Cut-off
Date
|
:
|
June
1, 2006
|
|
First
Distribution Date
|
:
|
July
25, 2006
|
|
Percentage
Interest
|
:
|
37.50%
|
|
Class
|
:
|
X-2
|
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
Series
2006-A
CLASS
X-2
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
This
Certificate does not evidence an obligation of, or an interest in, and is
not
guaranteed by the Depositor, the Servicers or the Trustee referred to below
or
any of their respective affiliates.
This
certifies that Greenwich Capital Markets, Inc. is the registered owner of
the
Percentage Interest evidenced by this Certificate specified above in the
interest represented by all Certificates of the Class to which this Certificate
belongs in a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the “Depositor”). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of June 1, 2006 (the
“Agreement”) among the Depositor, Countrywide Home Loans Servicing LP and GMAC
Mortgage Corporation, as servicers (the “Servicers”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and
is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
This
Certificate does not have a principal balance or pass-through rate and will
be
entitled to distributions only to the extent set forth in the Agreement.
In
addition, any distribution of the proceeds of any remaining assets of the
Trust
will be made only upon presentment and surrender of this Certificate at the
Office or the office or agency maintained by the Trustee.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding
the
transfer. In the event that such a transfer is not to be made pursuant to
Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
of an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of
the
Trustee, the Servicers or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and
an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions
that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this
Certificate may be transferred without delivery to the Trustee of (a) a transfer
affidavit of the proposed transferee and (b) a transfer certificate of the
transferor, each of such documents to be in the form described in the Agreement,
(iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must
agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and
(v) any
attempted or purported transfer of any Ownership Interest in this Certificate
in
violation of such restrictions will be absolutely null and void and will
vest no
rights in the purported transferee. Pursuant to the Agreement, The Trustee
will
provide the Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable tax laws
on
transfers of residual interests to disqualified organizations, if any person
other than a Permitted Transferee acquires an Ownership Interest on a Class
X
Certificate in violation of the restrictions mentioned above.
Reference
is hereby made to the further provisions of this Certificate set forth on
the
reverse hereof, which further provisions shall for all purposes have the
same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized officer of
the
Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
July __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-A
|
||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
|||
|
By:
|
|||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
|||
[Reverse
of Class X Certificate]
Soundview
Home Loan Trust 2006-A
Asset-Backed
Certificates,
SERIES
2006-A
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicers and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon
all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax
or
other governmental charge payable in connection therewith.
The
Depositor, the Servicers and the Trustee and any agent of the Depositor,
the
Servicers or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicers or any such agent shall be affected by any notice
to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the aggregate Principal
Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers
may
purchase, in whole, from the Trust the Mortgage Loans at a purchase price
determined as provided in the Agreement. In the event that no such optional
termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon notice to the Trustee upon the earliest of
(i) the
Distribution Date on which the Certificate Principal Balances of the Regular
Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
by the Servicers of the Mortgage Loans as described in the Agreement and
(iv)
the Distribution Date in November 2035.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
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unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trustee to issue a new Certificate of a like denomination
and
Class, to the above named assignee and deliver such Certificate to the following
address:
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
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|||||||
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funds
to
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|||||||
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for
the account of
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|||||||
|
Account
number
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or,
if mailed by check, to
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||||||
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Applicable
statements should be mailed to
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|||||||
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This
information is provided by
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|||||||
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Assignee
named above, or
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its
agent.
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EXHIBIT
B
COUNTRYWIDE
SERVICING PROVISIONS
ARTICLE
I
DEFINITIONS
For
the
purposes of this Exhibit B, the following terms have the following
meanings:
“Condemnation
Proceeds”:
All
awards, compensation and settlements in respect of a taking of all or part
of a
Mortgaged Property by exercise of the power of condemnation or the right
of
eminent domain.
“Eligible
Account”: The meaning set forth in the Agreement.
“Late
Collections”: With respect to any Mortgage Loan, all amounts received during any
Due Period, whether as late payments of Monthly Payments or as Liquidation
Proceeds, Condemnation Proceeds, Other Insurance Proceeds, proceeds of
any REO
Disposition or otherwise, which represent late payments or collections
of
Monthly Payments due but delinquent for a previous Due Period and not previously
recovered.
“Liquidation
Proceeds”: Amounts, other than Condemnation Proceeds and Other Insurance
Proceeds, received by Countrywide Servicing in connection with the liquidation
of a defaulted Mortgage Loan through trustee’s sale, foreclosure sale or
otherwise, other than amounts received following the acquisition of an
REO
Property pursuant to Section 3.13 of this Exhibit B.
“MERS
Mortgage Loan”: Any Mortgage Loan registered with MERS on the MERS
System.
“Monthly
Advances”: The aggregate of the advances made by Countrywide Servicing on any
Remittance Date pursuant to Section 3.18 of this Exhibit B.
“Other
Insurance Proceeds”: Proceeds of any title policy, hazard policy, pool policy or
other insurance policy covering a Mortgage Loan, to the extent such proceeds
are
not to be applied to the restoration of the related Mortgaged Property
or
released to the Mortgagor in accordance with the procedures that Countrywide
Servicing would follow in servicing mortgage loans held for its own
account.
“Prepayment
Interest Shortfall Amount”: With respect to any Mortgage Loan that was subject
to a Principal Prepayment in full or in part during the portion of the
related
Principal Prepayment Period occurring between the first day of the related
Principal Prepayment Period and the last day of the calendar month preceding
the
month in which such Remittance Date occurs, the amount of interest (net
of the
related Servicing Fee) that would have accrued on the amount of such Prepayment
during the period commencing on the date as of which such Principal Prepayment
was applied to such Mortgage Loan and ending on the last day of the calendar
month preceding such Remittance Date.
“Principal
Prepayment Period”: As to any Remittance Date, the period commencing on the 16th
day in the month preceding the calendar month in which such Remittance
Date
occurs and ending on the 15th day of the calendar month in which such Remittance
Date occurs.
“Remittance
Date”: The 24th
day of
each calendar month or, if such 24th
day is
not a Business Day, the immediately preceding Business Day.
“Repurchase
Price”: With respect to any Mortgage Loan, a price equal to (i) the Stated
Principal Balance of the Mortgage Loan plus (ii) interest on such Stated
Principal Balance at the Net Mortgage Rate from the last date through which
interest has been paid and distributed to the Certificateholders to the
date of
repurchase, less amounts received or advanced in respect of such repurchased
Mortgage Loan which are being held in the Collection Account for distribution
in
the month of repurchase plus (iii)
any
costs and expenses incurred by Countrywide Servicing or the Trustee in
respect
of the breach or defect giving rise to the repurchase obligation including,
without limitation, any costs and damages incurred by any such party in
connection with any violation by any such Mortgage Loan of any predatory
or
abusive lending law.
“Servicing
Advance”: All customary, reasonable and necessary “out of pocket” costs and
expenses incurred in the performance by Countrywide Servicing of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration and protection of the Mortgaged Property, (ii) any enforcement
or
judicial proceedings, including foreclosures, (iii) the management and
liquidation of the REO Property and (iv) compliance with the obligations
under
this Agreement.
“Servicing
Fee”: With respect to each Mortgage Loan, the amount of the annual fee payable
to Countrywide Servicing, which shall, for a period of one full month,
be equal
to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the
Stated
Principal Balance of such Mortgage Loan. Such fee shall be payable monthly,
computed on the basis of the same principal amount and period respecting
which
any related interest payment on a Mortgage Loan is computed. The Servicing
Fee
is payable solely from, the interest portion of such Monthly Payment collected
by Countrywide Servicing, or as otherwise provided herein. With respect
to REO
Property, the Servicing Fee shall be payable to Countrywide Servicing through
REO Disposition in accordance with Section 3.13 of this Exhibit B which
Servicing Fee shall be based upon the Stated Principal Balance of the related
Mortgage Loan at the time of foreclosure as reduced by any income or proceeds
received in respect of such REO Property and applied to reduce the outstanding
principal balance of the foreclosed Mortgage Loan.
All
other
capitalized terms used, but not defined above, shall have the meanings
given to
them in the Agreement.
ARTICLE
II
REPRESENTATIONS,
WARRANTIES & COVENANTS
| Section 2.01 |
Representations,
Warranties & Covenants of Countrywide Servicing.
|
Countrywide
Servicing represents, warrants and covenants to the Trustee, for the benefit
of
each of the Trustee and the Certificateholders and to the Depositor that
as of
the Closing Date or as of such date specifically provided herein:
(i) Countrywide
Servicing is duly organized, validly existing and in good standing under
the
laws of Texas and is qualified to transact business in and is in good standing
under the laws of each state where a Mortgaged Property is located or is
otherwise exempt under applicable law from such qualification or is otherwise
not required under applicable law to effect such qualification and no demand
for
such qualification has been made upon Countrywide Servicing by any state
having
jurisdiction and in any event Countrywide Servicing is or will be in compliance
with the laws of any such state to the extent necessary to insure the
enforceability of each Countrywide Mortgage Loan and the servicing of
Countrywide Mortgage Loans in accordance with the terms of this Agreement.
No
licenses or approvals obtained by Countrywide Servicing have been suspended
by
any court, administrative agency, arbitrator or governmental body and no
proceedings are pending which might result in such suspension;
(ii) Countrywide
Servicing has the full power and authority to execute, deliver and perform,
and
to enter into and consummate, all transactions contemplated by this Agreement.
Countrywide Servicing has duly authorized the execution, delivery and
performance of this Agreement and has duly executed and delivered this
Agreement. This Agreement, assuming due authorization, execution and delivery
by
the Depositor, GMACM and the Trustee, constitutes a legal, valid and binding
obligation of Countrywide Servicing, enforceable against it in accordance
with
its terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, or reorganization;
(iii) Neither
the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance
with the
terms and conditions of this Agreement, will conflict with or result in
a breach
of any of the terms, conditions or provisions of Countrywide Servicing’s
formation documents or result in a material breach of any legal restriction
or
any agreement or instrument to which Countrywide Servicing is now a party
or by
which it is bound, or constitute a material default or result in an acceleration
under any of the foregoing, or result in the violation of any law, rule,
regulation, order, judgment or decree to which Countrywide Servicing or
its
property is subject or impair the ability of the Trustee to realize on
the
Mortgage Loans;
(iv) Countrywide
Servicing is an approved servicer for either ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac
in good
standing and is a mortgagee approved by the Secretary of HUD pursuant to
Section
203 and 211 of the National Housing Act. No event has occurred,
including but not limited to a change in insurance coverage, which would
make
Countrywide Servicing unable to comply with ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇ Mac or
HUD
eligibility requirements or which would require notification to ▇▇▇▇▇▇
Mae,
▇▇▇▇▇▇▇ Mac or HUD;
(v) Countrywide
Servicing does not believe, nor does it have any reason or cause to believe,
that it cannot perform each and every covenant contained in this
Agreement;
(vi) There
is
no action, suit, proceeding, investiga-tion or litigation pending or, to
Countrywide Servicing’s knowledge, threatened, which either in any one instance
or in the aggregate, if determined adversely to Countrywide Servicing would
adversely affect the execution, delivery or enforceability of this Agreement,
the ability of Countrywide Servicing to service the Countrywide Mortgage
Loans
hereunder in accordance with the terms hereof, or Countrywide Servicing’s
ability to perform its obligations under this Agreement;
(vii) No
consent, approval, authorization or order of any court or governmental
agency or
body is required for the execution, delivery and performance by Countrywide
Servicing of or compliance by Countrywide Servicing with this Agreement
or if
required, such consent, approval, authorization or order has been obtained prior
to the Closing Date;
(viii) No
written statement, report or other document prepared and furnished or to
be
prepared and furnished by Countrywide Servicing pursuant to this Agreement
or in
connection with the transactions contemplated hereby contains any untrue
statement of material fact or omits to state a material fact necessary
to make
the statements contained therein not misleading;
(ix) Countrywide
Servicing is a member of MERS in good standing, and will comply in all
material
respects with the rules and procedures of MERS in connection with the servicing
of the MERS Mortgage Loans for as long as such Mortgage Loans are registered
with MERS; and
(x) Countrywide
Servicing will not waive any Prepayment Charge unless it is waived in accordance
with the standard set forth in Section 3.01.
It
is
understood and agreed that the representations, warranties and covenants
set
forth in this Section 2.01 shall survive delivery of the Mortgage Files
to the
Trustee and shall inure to the benefit of the Trustee, the Depositor and
the
Certificateholders. Upon discovery by any of the Depositor, either Servicer
or
the Trustee of a breach of any of the foregoing representations, warranties
and
covenants which materially and adversely affects the value of any Mortgage
Loan,
Prepayment Charge or the interests therein of the Certificateholders, the
party
discovering such breach shall give prompt written notice (but in no event
later
than two Business Days following such discovery) to Countrywide Servicing
and
the Trustee. Notwithstanding the foregoing, within 90 days of the earlier
of
discovery by Countrywide Servicing or receipt of notice by Countrywide
Servicing
of the breach of the representation or covenant Countrywide Servicing set
forth
in Section 2.01(x) above which materially and adversely affects the interests
of
the Holders of the Class P Certificates in any Prepayment Charge, Countrywide
Servicing must pay the amount of such waived Prepayment Charge, for the
benefit
of the Holders of the Class P Certificates, by depositing such amount into
its
Collection Account. The foregoing shall not, however, limit any remedies
available to the Certificateholders, the Depositor or the Trustee on behalf
of
the Certificateholders, pursuant to the Master Agreements respecting a
breach of
the representations, warranties and covenants of the Originators.
ARTICLE
III
SERVICING
OF THE MORTGAGE LOANS
| Section 3.01 |
Countrywide
Servicing to Act as Servicer.
|
Countrywide
Servicing, as independent contract servicer, shall service and administer
the
Mortgage Loans in accordance with this Agreement and the normal and usual
standards of practice of prudent mortgage lenders, and shall have full
power and
authority, acting alone, to do or cause to be done any and all things in
connection with such servicing and administration which Countrywide Servicing
may deem necessary or desirable and consistent with the terms of this Agreement;
provided, however, that Countrywide Servicing shall not knowingly or
intentionally take any action, or fail to take (or fail to cause to be
taken)
any action reasonably within its control and the scope of duties more
specifically set forth herein, that, under the REMIC Provisions, if taken
or not
taken, as the case may be, would cause any REMIC created under this Agreement
to
fail to qualify as a REMIC or result in the imposition of a tax upon the
Trust
Fund (including but not limited to the tax on prohibited transactions as
defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC
set
forth in Section 860G(d) of the Code) unless Countrywide Servicing has
received
an Opinion of Counsel (but not at the expense of Countrywide Servicing)
to the
effect that the contemplated action will not cause any REMIC created under
this
Agreement to fail to qualify as a REMIC or result in the imposition of
a tax
upon any such REMIC created hereunder.
Consistent
with the terms of this Exhibit B, Countrywide Servicing may waive, modify
or
vary any term of any Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant indulgence to any
Mortgagor
if in Countrywide Servicing’s reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially adverse to the
Certificateholders; provided, however, that Countrywide Servicing shall
not
permit any modification with respect to any Mortgage Loan that would decrease
the Mortgage Rate, defer or forgive the payment thereof or of any principal
or
interest payments, reduce the outstanding principal amount (except for
actual
payments of principal), make future advances or extend the final maturity
date
on such Mortgage Loan. Promptly after the execution of any modification
of any
Mortgage Loan, Countrywide Servicing shall deliver to the Trustee the originals
of any documents evidencing such modification. Countrywide Servicing may
permit
forbearance or allow for suspension of Monthly Payments in either case
for up to
one hundred and eighty (180) days if the Mortgagor is in default or Countrywide
Servicing determines in its reasonable discretion that default is imminent
and
if Countrywide Servicing determines that granting such forbearance or suspension
is in the best interest of the Certificateholders. In the event that any
such
modification, forbearance or suspension as permitted above allows the deferral
of interest or principal payments on any Mortgage Loan, Countrywide Servicing
shall include in each remittance for any month in which any such principal
or
interest payment has been deferred (without giving effect to such modification,
forbearance or suspension) an amount equal to, as the case may be, such
month’s
principal and one (1) month’s interest at the Net Mortgage Rate on the then
unpaid principal balance of the Mortgage Loan and shall be entitled to
reimbursement for such advances only to the same extent as for Monthly
Advances
made pursuant to Section 3.19. Without limiting the generality of the foregoing,
Countrywide Servicing shall continue, and is hereby authorized and empowered
to
execute and deliver on behalf of itself, and the Trustee, all instruments
of
satisfaction or cancellation, or of partial or full release, discharge
and all
other comparable instruments, with respect to the Mortgage Loans and with
respect to the Mortgaged Property. If reasonably required by Countrywide
Servicing, the Trustee shall furnish Countrywide Servicing with any powers
of
attorney and other documents prepared by Countrywide Servicing necessary
or
appropriate to enable Countrywide Servicing to carry out its servicing
and
administrative duties under this Agreement. The Trustee shall not be liable
for
the actions of Countrywide Servicing under such Power of Attorney; provided
however, Countrywide Servicing shall be able to rely on the authority of
the
Power of Attorney.
To
the
extent consistent with the foregoing, Countrywide Servicing shall waive
a
Prepayment Charge only under the following circumstances: (i) such waiver
is
standard and customary in servicing similar Mortgage Loans and (ii) such
waiver
relates to a default or a reasonably foreseeable default and would, in
the
reasonable judgment of Countrywide Servicing, maximize recovery of total
proceeds taking into account the value of such Prepayment Charge and the
related
Mortgage Loan or (iii) the collection of such Prepayment Charge would be
in
violation of applicable laws.
In
servicing and administering the Mortgage Loans, Countrywide Servicing shall
employ procedures including collection procedures and exercise the same
care
that it customarily employs and exercises in servicing and administering
mortgage loans for its own account giving due consideration to accepted
mortgage
servicing practices of prudent lending institutions.
| Section 3.02 |
Collection
of Mortgage Loan Payments.
|
Continuously
from the date hereof until the principal and interest on all Mortgage Loans
is
paid in full, Countrywide Servicing will proceed diligently to collect
all
payments due under each Mortgage Loan when the same shall become due and
payable
and shall, to the extent such procedures shall be consistent with this
Exhibit
B, follow such collection procedures as it follows with respect to mortgage
loans comparable to the Mortgage Loans and held for its own account. Further,
Countrywide Servicing will take special care in ascertaining and estimating
annual ground rents, taxes, assessments, water rates, fire and hazard insurance
premiums, mortgage insurance premiums, and all other charges that, as provided
in the Mortgage, will become due and payable. To that end, Countrywide
Servicing
shall ensure that the installments payable by the Mortgagors will be sufficient
to pay such charges as and when they become due and payable.
| Section 3.03 |
Realization
Upon Defaulted Mortgage Loans.
|
Countrywide
Servicing shall use its best efforts, consistent with the procedures that
Countrywide Servicing would use in servicing loans for its own account,
to
foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default
and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.01. Countrywide Servicing shall use its
best
efforts to realize upon defaulted Mortgage Loans in such manner as will
maximize
the receipt of principal and interest, taking into account, among other
things,
the timing of foreclosure proceedings. The foregoing is subject to the
provisions that, in any case in which Mortgaged Property shall have suffered
damage, Countrywide Servicing shall not be required to expend its own funds
toward the restoration of such property in excess of $2,000 unless it shall
determine in its discretion (i) that such restoration will increase the
proceeds
of liquidation of the related Mortgage Loan to the Certificateholders after
reimbursement to itself for such expenses, and (ii) that such expenses
will be
recoverable by Countrywide Servicing through Other Insurance Proceeds or
Liquidation Proceeds from the related Mortgaged Property, as contemplated
in
Section 3.05. Countrywide Servicing shall notify the Trustee in writing
of the
commencement of foreclosure proceedings. Such notice may be contained in
the
reports prepared by Countrywide Servicing and delivered to the Trustee
pursuant
to the terms and conditions of this Agreement. In such connection, Countrywide
Servicing shall be responsible for all costs and expenses incurred by it
in any
such proceedings; provided, however, that it shall be entitled to reimbursement
thereof from the related property, as contemplated in Section 3.05.
Countrywide
Servicing, in its sole discretion, shall have the right to purchase for
its own
account any Mortgage Loan serviced by it which is ninety-one (91) days
or more
delinquent at the Repurchase Price; provided, however that Countrywide
Servicing
shall not be entitled to exercise such purchase if the delinquency is caused
directly or indirectly by an act or omission of Countrywide Servicing which
would constitute a breach or violation of its obligations hereunder. Any
such
purchase by Countrywide Servicing shall be accomplished by deposit in the
Collection Account the amount of the purchase price stated in the preceding
sentence, after deducting therefrom any amounts received in respect of
such
purchased Mortgage Loan and being held in the Collection Account for future
distribution.
| Section 3.04 |
Establishment
of Collection Account; Deposits in Collection Accounts.
|
Countrywide
Servicing shall segregate and hold all funds collected and received pursuant
to
each Mortgage Loan separate and apart from any of its own funds and general
assets and shall establish and maintain one (1) or more Collection Accounts,
in
the form of time deposit or demand accounts which accounts shall be Eligible
Accounts.
Countrywide
Servicing shall deposit in the Collection Account within two (2) Business
Days
of receipt, and retain therein the following payments and collections received
or made by it subsequent to the Cut-off Date, or received by it prior to
the
Cut-off Date but allocable to a period subsequent thereto, other than in
respect
of principal and interest on the Mortgage Loans due on or before the Cut-off
Date:
(i) all
payments on account of principal, including Principal Prepayments, on the
Mortgage Loans;
(ii) all
payments on account of interest on the Mortgage Loans adjusted to the Net
Mortgage Rate;
(iii) all
proceeds from a cash liquidation;
(iv) all
Other
Insurance Proceeds including amounts required to be deposited pursuant
to
Sections 11.08, 11.10 and 11.11, other than proceeds to be held in the
Escrow
Account and applied to the restoration or repair of the Mortgaged Property
or
released to the Mortgagor in accordance with Countrywide Servicing’s normal
servicing procedures, the loan documents or applicable law;
(v) all
Condemnation Proceeds affecting any Mortgaged Property which are not released
to
the Mortgagor in accordance with Countrywide Servicing’s normal servicing
procedures, the Mortgage Loan Documents or applicable law;
(vi) any
Monthly Advances;
(vii) all
proceeds of any Mortgage Loan repurchased in accordance with Section
3.03;
(viii) any
amounts required to be deposited by Countrywide Servicing pursuant to Section
3.10 in connection with the deductible clause in any blanket hazard insurance
policy such deposit shall be made from Countrywide Servicing’s own funds,
without reimbursement therefor;
(ix) the
Prepayment Interest Shortfall Amount, if any, for the month of distribution,
such deposit shall be made from Countrywide Servicing’s own funds, without
reimbursement therefor up to a maximum amount per month of the Servicing
Fee
actually received for such month for the Mortgage Loans;
(x) any
amounts required to be deposited by Countrywide Servicing in connection
with any
REO Property pursuant to Section 3.13 of this Exhibit B; and
(xi) any
amounts required to be deposited in the Collection Account pursuant to
Section
3.01 or 3.22 of this Exhibit B.
The
foregoing requirements for deposit in the Collection Account shall be exclusive,
it being understood and agreed that, without limiting the generality of
the
foregoing, payments in the nature of late payment charges and assumption
fees
need not be deposited by Countrywide Servicing in the Collection Account.
Any
interest paid on funds deposited in the Collection Account by the depository
institution shall accrue to the benefit of Countrywide Servicing and Countrywide
Servicing shall be entitled to retain and withdraw such interest from the
Collection Account pursuant to Section 3.05(iv). Countrywide Servicing
shall
deposit in the Collection Account the amount of any loss of principal incurred
in respect of any investment made with funds in the Collection immediately
upon
realization of such loss.
Countrywide
Servicing may direct any depository institution maintaining the Collection
Account to invest the funds on deposit in such accounts. All investments
shall
be in one or more Permitted Investments bearing interest or sold at a discount,
and maturing, unless payable on demand, (i) no later than the Business
Day
immediately preceding the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if a Person other than the
Trustee
is the obligor thereon or if such investment is managed or advised by a
Person
other than the Trustee or an Affiliate of the Trustee, and (ii) no later
than
the date on which such funds are required to be withdrawn from such account
pursuant to this Agreement, if the Trustee is the obligor thereon or if
such
investment is managed or advised by the Trustee or any Affiliate. All such
Permitted Investments shall be held to maturity, unless payable on demand.
In
the event amounts on deposit in the Collection Account are at any time
invested
in a Permitted Investment payable on demand, the Trustee shall:
(x) consistent
with any notice required to be given thereunder, demand that payment thereon
be
made on the last day such Permitted Investment may otherwise mature hereunder
in
an amount equal to the lesser of (1) all amounts then payable thereunder
and (2)
the amount required to be withdrawn on such date; and
(y) demand
payment of all amounts due thereunder promptly upon determination by a
Responsible Officer of the Trustee that such Permitted Investment would
not
constitute a Permitted Investment in respect of funds thereafter on deposit
in
the Collection Account.
If
the
balance on deposit in the Collection Account were to exceeds the insured
amount
limits of an FDIC insured account as of the commencement of business on
any
Business Day and the Collection Account constitutes an Eligible Account
solely
pursuant to clause (ii) of the definition of Eligible Account, Countrywide
Servicing shall, on or before twelve o’clock noon Eastern time on such Business
Day, withdraw from the related Collection Account all amounts in excess
of the
FDIC insurance limits and deposit such amounts in another account that
constitutes an Eligible Account pursuant to clause (i) or (ii) of the definition
of Eligible Account.
| Section 3.05 |
Permitted
Withdrawals From the Collection Account.
|
Countrywide
Servicing may, from time to time, withdraw from the Collection Account
for the
following purposes:
(i) to
make
remittances to the Trustee in the amounts and in the manner provided for
in
Section 3.17 of this Exhibit B;
(ii) to
reimburse itself for Monthly Advances, Countrywide Servicing’s right to
reimburse itself pursuant to this subclause (ii) being limited to amounts
received on the related Mortgage Loan (or to amounts received on the Mortgage
Loans as a whole in the event that said Monthly Advance is made due to
a
shortfall in a Monthly Payment made by a Mortgagor entitled to relief under
the
Relief Act) which represent Late Collections (net of the related Servicing
Fees)
respecting which any such Monthly Advance was made it being understood
that, in
the case of such reimbursement, Countrywide Servicing’s right thereto shall be
prior to the rights of the Certificateholders, except that, where Countrywide
Home Loans, Inc. is required to repurchase a Mortgage Loan, pursuant to
the
related Assignment Agreement, Countrywide Servicing’s right to such
reimbursement shall be subsequent to the payment to the Certificateholders
of
the Repurchase Price pursuant to such section and all other amounts required
to
be paid to the Certificateholders with respect to such Mortgage Loans;
provided
that Countrywide Servicing may reimburse itself from any funds in the Collection
Account for Monthly Advances which it has determined are nonrecoverable
advances
or if all funds with respect to the related Mortgage Loan have previously
been
remitted to the Trustee;
(iii) to
reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing
Fees, Countrywide Servicing’s right to reimburse itself pursuant to this
subclause (iii) with respect to any Mortgage Loan being limited to related
proceeds (or to amounts received on the Mortgage Loans only in the event
that
said Monthly Advance is made due to a shortfall in a Monthly Payment made
by a
Mortgagor entitled to relief under the Relief Act) from cash liquidation,
Liquidation Proceeds, Condemnation Proceeds and Other Insurance Proceeds;
provided that Countrywide Servicing may reimburse itself from any funds
in the
Collection Account for Servicing Advances and Servicing Fees if all funds
with
respect to the related Mortgage Loan have previously been remitted to the
Trustee;
(iv) to
pay to
itself as servicing compensation (a) any interest earned on funds in the
Collection Account (all such interest to be withdrawn monthly not later
than
each Remittance Date), and (b) the Servicing Fees from that portion of
any
payment or recovery as to interest with respect to a particular Mortgage
Loan;
(v) [reserved];
(vi) to
clear
and terminate the Collection Account upon the termination of this
Agreement;
(vii) to
reimburse itself for any Monthly Advance previously made which Countrywide
Servicing has determined to be a nonrecoverable Monthly Advance;
(viii) to
reimburse itself for any amounts deposited in the Collection Account in
error;
and
(ix) to
reimburse itself for unreimbursed Servicing Advances to the extent that
such
amounts are deemed nonrecoverable by Countrywide Servicing pursuant to
subclause
(iii) above.
| Section 3.06 |
Establishment
of Escrow Accounts; Deposits in Escrow Accounts.
|
Countrywide
Servicing shall segregate and hold all funds collected and received pursuant
to
each Mortgage Loan which constitute Escrow Payments separate and apart
from any
of its own funds and general assets and shall establish and maintain one
(1) or
more Escrow Accounts which accounts shall be Eligible Accounts, in the
form of
time deposit or demand accounts.
Countrywide
Servicing shall deposit in the Escrow Account within two (2) Business Days
of
receipt, and retain therein, (i) all Escrow Payments collected on account
of the
Mortgage Loans, for the purpose of effecting timely payment of any such
items as
required under the terms of this Agreement, and (ii) all Other Insurance
Proceeds which are to be applied to the restoration or repair of any Mortgaged
Property. Countrywide Servicing shall make withdrawals therefrom only to
effect
such payments as are required under this Agreement, and for such other
purposes
as shall be as set forth or in accordance with Section 3.08. Countrywide
Servicing shall be entitled to retain any interest paid on funds deposited
in
the Escrow Account by the depository institution other than interest on
escrowed
funds required by law to be paid to the Mortgagor and, to the extent required
by
law, Countrywide Servicing shall pay interest on escrowed funds to the
Mortgagor
notwithstanding that the Escrow Account is non-interest bearing or that
interest
paid thereon is insufficient for such purposes.
| Section 3.07 |
Permitted
Withdrawals From Escrow Account.
|
Withdrawals
from the Escrow Account may be made by Countrywide Servicing (i) to effect
timely payments of ground rents, taxes, assessments, water rates, mortgage
insurance premiums and comparable items; (ii) to reimburse Countrywide
Servicing
for any Servicing Advance made by Countrywide Servicing with respect to
a
related Mortgage Loan but only from amounts received on the related Mortgage
Loan which represent late payments or collections of Escrow Payments thereunder;
(iii) to refund to the Mortgagor any funds as may be determined to be overages;
(iv) for transfer to the Collection Account in accordance with the terms
of this
Agreement; (v) for application to restoration or repair of the Mortgaged
Property, (vi) to pay to Countrywide Servicing, or to the Mortgagors to
the
extent required by law, any interest paid on the funds deposited in the
Escrow
Account, (vii) to reimburse itself for any amounts deposited in the Escrow
Account in error, or (viii) to clear and terminate the Escrow Account on
the
termination of this Agreement. As part of its servicing duties, Countrywide
Servicing shall pay to the Mortgagors interest on funds in the Escrow Account,
to the extent required by law, and to the extent that interest earned on
funds
in the Escrow Account is insufficient, shall pay such interest from its
own
funds, without any reimbursement therefor.
| Section 3.08 |
Payment
of Taxes, Insurance and Other Charges.
|
With
respect to each Mortgage Loan, Countrywide Servicing shall maintain accurate
records reflecting the status of ground rents, taxes, assessments, water
rates
and other charges which are or may become a lien upon the Mortgaged Property
and
the status of fire and hazard insurance coverage and shall obtain, from
time to
time, all bills for the payment of such charges, including renewal premiums
and
shall effect payment thereof prior to the applicable penalty or termination
date
and at a time appropriate for securing maximum discounts allowable, employing
for such purpose deposits of the Mortgagor in the Escrow Account which
shall
have been estimated and accumulated by Countrywide Servicing in amounts
sufficient for such purposes, as allowed under the terms of the Mortgage
or
applicable law. To the extent that the Mortgage does not provide for Escrow
Payments, Countrywide Servicing shall determine that any such payments
are made
by the Mortgagor at the time they first become due. Countrywide Servicing
assumes full responsibility for the timely payment of all such bills and
shall
effect timely payments of all such bills irrespective of the Mortgagor’s
faithful performance in the payment of same or the making of the Escrow
Payments
and shall make advances from its own funds to effect such payments.
| Section 3.09 |
Transfer
of Accounts.
|
Countrywide
Servicing may transfer the Collection Account or the Escrow Account to
a
different depository institution from time to time. Countrywide Servicing
shall
promptly notify the Depositor and the Trustee that such transfer has been
made.
In any case, the Collection Account and Escrow Account shall be Eligible
Accounts.
| Section 3.10 |
Maintenance
of Hazard Insurance.
|
Countrywide
Servicing shall cause to be maintained for each Mortgage Loan fire and
hazard
insurance with extended coverage as is customary in the area where the
Mortgaged
Property is located in an amount which is equal to the lesser of (i) the
maximum
insurable value of the improvements securing such Mortgage Loan or (ii)
the
greater of (a) the unpaid principal balance of the Mortgage Loan, and (b)
the
percentage such that the proceeds thereof shall be sufficient to prevent
the
Mortgagor and/or the Mortgagee from becoming a co-insurer. If the Mortgaged
Property is in an area identified on a Flood Hazard Boundary Map or Flood
Insurance Rate issued by the Flood Emergency Management Agency as having
special
flood hazards and such flood insurance has been made available, Countrywide
Servicing will cause to be maintained a flood insurance policy meeting
the
requirements of the current guidelines of the Federal Insurance Administration
with a generally acceptable insurance carrier, in an amount representing
coverage not less than the least of (i) the unpaid principal balance of
the
Mortgage Loan, (ii) the maximum insurable value of the improvements securing
such Mortgage Loan or (iii) the maximum amount of insurance which is available
under the Flood Disaster Protection Act of 1973, as amended. Countrywide
Servicing shall also maintain on the REO Property, fire and hazard insurance
with extended coverage in an amount which is at least equal to the maximum
insurable value of the improvements which are a part of such property,
liability
insurance and, to the extent required and available under the Flood Disaster
Protection Act of 1973, as amended, flood insurance in an amount as provided
above. Any amounts collected by Countrywide Servicing under any such policies
other than amounts to be deposited in the Escrow Account and applied to
the
restoration or repair of the Mortgaged Property or REO Property, or released
to
the Mortgagor in accordance with Countrywide Servicing’s normal servicing
procedures, shall be deposited in the Collection Account, subject to withdrawal
pursuant to Section 3.05. It is understood and agreed that no earthquake
or
other additional insurance need be required by Countrywide Servicing or
the
Mortgagor or maintained on property acquired in respect of the Mortgage
Loan,
other than pursuant to such applicable laws and regulations as shall at
any time
be in force and as shall require such additional insurance. All such policies
shall be endorsed with standard mortgagee clauses with loss payable to
Countrywide Servicing and shall provide for at least thirty days prior
written
notice of any cancellation, reduction in the amount or material change
in
coverage to Countrywide Servicing. Countrywide Servicing shall not interfere
with the Mortgagor’s freedom of choice in selecting either his insurance carrier
or agent, provided, however, that Countrywide Servicing shall not accept
any
such insurance policies from insurance companies unless such companies
currently
reflect a General Policy Rating of B:VI or better in Best’s Key Rating Guide and
are licensed to do business in the state wherein the property subject to
the
policy is located.
| Section 3.11 |
Maintenance
of Mortgage Impairment Insurance Policy.
|
In
the
event that Countrywide Servicing shall obtain and maintain a blanket policy
issued by an issuer that has a Best rating of A+:XV insuring against hazard
losses on all of the Mortgage Loans, then, to the extent such policy provides
coverage in an amount equal to the amount required pursuant to Section
3.10 and
otherwise complies with all other requirements of Section 3.10, it shall
conclusively be deemed to have satisfied its obligations as set forth in
Section
3.10, it being understood and agreed that such policy may contain a deductible
clause, in which case Countrywide Servicing shall, in the event that there
shall
not have been maintained on the related Mortgaged Property or REO Property
a
policy complying with Section 3.10, and there shall have been a loss which
would
have been covered by such policy, deposit in the Collection Account the
amount
not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as servicer of the Mortgage Loans,
Countrywide Servicing agrees to prepare and present, on behalf of the Trustee,
claims under any such blanket policy in a timely fashion in accordance
with the
terms of such policy. Upon request of the Trustee, Countrywide Servicing
shall
cause to be delivered to the Trustee a certified true copy of such policy
and
shall use its best efforts to obtain a statement from the insurer thereunder
that such policy shall in no event be terminated or materially modified
without
thirty (30) days’ prior written notice to the Trustee.
| Section 3.12 |
Fidelity
Bond; Errors and Omissions Insurance.
|
Countrywide
Servicing shall maintain, at its own expense, a blanket fidelity bond (a
“Fidelity Bond”) and an errors and omissions insurance policy, with broad
coverage with responsible companies on all officers, employees or other
persons
acting in any capacity with regard to the Mortgage Loan in handling funds,
money, documents and papers relating to the Mortgage Loan. The Fidelity
Bond and
errors and omissions insurance shall be in the form of the Mortgage Banker’s
Blanket Bond and shall protect and insure Countrywide Servicing against
losses,
including forgery, theft, embezzlement, fraud, errors and omissions and
negligent acts of such persons. Such Fidelity Bond shall also protect and
insure
Countrywide Servicing against losses in connection with the failure to
maintain
any insurance policies required pursuant to this Agreement and the release
or
satisfaction of a Mortgage Loan without having obtained payment in full
of the
indebtedness secured thereby. No provision of this Section 3.12 requiring
the
Fidelity Bond and errors and omissions insurance shall diminish or relieve
Countrywide Servicing from its duties and obligations as set forth in this
Exhibit B. The minimum coverage under any such Fidelity Bond and insurance
policy shall be at least equal to the corresponding amounts required by
▇▇▇▇▇▇
▇▇▇ in the ▇▇▇▇▇▇ Mae Selling Guide or by ▇▇▇▇▇▇▇ Mac in the ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇’ and Servicers’ Guide. Upon request of the Trustee, Countrywide
Servicing shall cause to be delivered to the Trustee a certified true copy
of
the Fidelity Bond and insurance policy and shall use its best efforts to
obtain
a statement from the surety and the insurer that such Fidelity Bond or
insurance
policy shall in no event be terminated or materially modified without thirty
(30) days’ prior written notice to the Trustee. Countrywide Servicing shall
notify the Purchaser within five (5) business days of receipt of notice
that
such Fidelity Bond or insurance policy will be, or has been, materially
modified
or terminated.
| Section 3.13 |
Title,
Management and Disposition of REO Property.
|
In
the
event that title to the Mortgaged Property is acquired in foreclosure or
by deed
in lieu of foreclosure, the deed or certificate of sale shall be taken
in the
name of the Trustee, in trust for the benefit of the Certificateholders,
or in
the event the Trustee or Countrywide Servicing is not authorized or permitted
to
hold title to real property in the state where the REO Property is located,
or
would be adversely affected under the “doing business” or tax laws of such state
by so holding title, the deed or certificate of sale shall be taken in
the name
of such Person or Persons as shall be consistent with an Opinion of Counsel
obtained by Countrywide Servicing from an attorney duly licensed to practice
law
in the state where to REO Property is located. Any Person or Persons holding
such title other than the Purchaser shall acknowledge in writing that such
title
is being held as nominee for the benefit of the Purchaser.
Countrywide
Servicing shall either itself or through an agent selected by Countrywide
Servicing, manage, conserve, protect and operate each REO Property in the
same
manner that it manages, conserves, protects and operates other foreclosed
property for its own account, and in the same manner that similar property
in
the same locality as the REO Property is managed. Countrywide Servicing
shall
cause each REO Property to be inspected promptly upon the acquisition of
title
thereto and shall cause each REO Property to be inspected at least annually
thereafter or more frequently as required by the circumstances. Countrywide
Servicing shall make or cause to be made a written report of each such
inspection. Such reports shall be retained in the Servicing File and copies
thereof shall be forwarded by Countrywide Servicing to the Trustee within
five
(5) Business Days of the Trustee’s request therefor. Countrywide Servicing shall
attempt to sell the same (and may temporarily rent the same) on such terms
and
conditions as Countrywide Servicing deems to be in the best interest of
the
Certificateholders. With respect to each REO Property, Countrywide Servicing
shall segregate and hold all funds collected and received in connection
with the
operation of the REO Property separate and apart from its own funds or
general
assets and shall establish and maintain an REO Account for the REO Properties
in
the form of a non-interest bearing demand account which shall be an Eligible
Account, unless an Opinion of Counsel is obtained by Countrywide Servicing
to
the effect that the classification as a grantor trust for federal income
tax
purposes of the arrangement under which the Mortgage Loans and the REO
Properties is held will not be adversely affected by holding such funds
in
another manner. Countrywide Servicing shall deposit or cause to be deposited,
on
a daily basis in the REO Account all revenues received with respect to
the REO
Properties and shall withdraw therefrom funds necessary for the proper
operation, management and maintenance of the REO Properties, including
(i) the
cost of maintaining any hazard insurance pursuant to Section 3.10 hereof
and
(ii) either (A) the fees of any managing agent acting on behalf of Countrywide
Servicing or (B) in the event that Countrywide Servicing is managing the
REO
Property, the related Servicing Fee. Countrywide Servicing shall not be
entitled
to retain interest paid or other earnings, if any, on funds deposited in
the REO
Account. On or before each Determination Date, Countrywide Servicing shall
withdraw from the REO Account and deposit into the Collection Account the
net
income from the REO Properties on deposit in the REO Account.
Countrywide
Servicing shall furnish to the Trustee (in accordance with Section 3.18
of this
Exhibit B), an operating statement for each REO Property covering the operation
of each REO Property for the previous month. Such operating statement shall
be
accompanied by such other information as the Trustee shall reasonably
request.
Countrywide
Servicing shall use its best efforts to dispose of the REO Property as
soon as
possible and shall sell such REO Property in any event within one (1) year
after
title to such REO Property has been obtained, unless Countrywide Servicing
determines, and gives an appropriate notice to the Trustee, that a longer
period
is necessary for the orderly liquidation of such REO Property; provided,
however, Countrywide Servicing shall sell any REO Property as soon as
practicable and in any event no later than the end of the third full taxable
year after the taxable year in which REMIC 1 acquires ownership of such
REO
Property for purposes of Section 860G(a)(8) of the Code or request from
the
Internal Revenue Service, no later than 60 days before the day on which
the
three-year grace period would otherwise expire, an extension of such three-year
period, unless Countrywide Servicing shall have delivered to the Trustee
an
Opinion of Counsel, addressed to the Trustee and the Depositor, to the
effect
that the holding by the REMIC of such REO Property subsequent to three
years
after its acquisition will not result in the imposition on the REMIC of
taxes on
“prohibited transactions” thereof, as defined in Section 860F of the Code, or
cause any of the REMICs created hereunder to fail to qualify as a REMIC
under
federal law at any time that any Certificates are outstanding. If a period
longer than one (1) year is permitted under this Agreement and is necessary
to
sell any REO Property, Countrywide Servicing shall report monthly to the
Trustee
as to the progress being made in selling such REO Property.
Each
REO
Disposition shall be carried out by Countrywide Servicing at such price
and upon
such terms and conditions as Countrywide Servicing deems to be in the best
interest of the Certificateholders. If as of the date title to any REO
Property
was acquired by Countrywide Servicing there were outstanding unreimbursed
Servicing Advances, Monthly Advances or Servicing Fees with respect to
the REO
Property or the related Mortgage Loan, Countrywide Servicing, upon an REO
Disposition of such REO Property, shall be entitled to reimbursement for
any
related unreimbursed Servicing Advances, Monthly Advances and Servicing
Fees
from proceeds received in connection with such REO Disposition. The proceeds
from the REO Disposition, net of any payment to Countrywide Servicing as
provided above, shall be deposited in the REO Account and shall be transferred
to the Collection Account on the Determination Date in the month following
receipt thereof for distribution on the succeeding Remittance Date in accordance
with Section 3.17.
With
respect to each REO Property, Countrywide Servicing shall segregate and
hold all
funds collected and received in connection with the operation of the REO
Property separate and apart from its own funds or general assets and shall
maintain separate records and reports with respect to the funds received
and
distributed on an REO Property by REO Property basis.
| Section 3.14 |
Reserved.
|
| Section 3.15 |
MERS
Registration.
|
Countrywide
Servicing is authorized and empowered by the Trustee, in its own name,
when
Countrywide Servicing believes it appropriate in its best judgment to register
any Mortgage Loan on the MERS System, or cause the removal from the registration
of any Mortgage Loan on the MERS System, to execute and deliver, on behalf
of
the Trustee any and all instruments of assignment and other comparable
instruments with respect to such assignment or re-recording of a Mortgage
in the
name of MERS, solely as nominee for the Trustee and its successors and
assigns.
| Section 3.16 |
Remittances.
|
On
each
Remittance Date, Countrywide Servicing shall remit to the Trustee (i) all
amounts credited to the Collection Account as of the close of business
on the
preceding Determination Date, net of charges against or withdrawals from
the
Collection Account pursuant to Section 3.05 of this Exhibit B, plus (ii)
all
Monthly Advances, if any, which Countrywide Servicing is obligated to remit
pursuant to Section 3.19 of this Exhibit B, minus (iii) any amounts attributable
to Principal Prepayments received after the Principal Prepayment Period,
and
(iv) any amounts attributable to Monthly Payments collected but due on
a Due
Date or Dates subsequent to the preceding Determination Date. It is understood
that, by operation of Section 3.04, the remittance on the initial Remittance
Date is to include principal collected after the Cut-off Date through the
preceding Determination Date plus interest, adjusted to the Net Mortgage
Rate
collected through such Determination Date exclusive of any portion thereof
allocable to the period prior to the Cut-off Date, with the adjustments
specified in (ii), (iii) and (iv) above.
With
respect to any remittance received by the Trustee after the second Business
Day
on which such payment was due, Countrywide Servicing shall pay to the Trustee
interest on any such late payment at an annual rate equal to the rate of
interest as is publicly announced from time to time at its principal office
by
JPMorgan Chase, New York, New York, as its prime lending rate, adjusted
as of
the date of each change, plus one percentage point, but in no event greater
than
the maximum amount permitted by applicable law. Such interest shall be
paid by
Countrywide Servicing to the Trustee on the date such late payment is made
and
shall cover the period commencing with the day following such second Business
Day and ending with the Business Day on which such payment is made, both
inclusive. Such interest shall be remitted along with such late payment.
The
payment by Countrywide Servicing of any such interest shall not be deemed
an
extension of time for payment or a waiver of any Event of Default by Countrywide
Servicing.
| Section 3.17 |
Statements
to the Trustee.
|
By
the
third Business Day following each Determination Date, Countrywide Servicing
shall deliver or cause to be delivered to the Trustee by telecopy or electronic
mail (or by such other means as Countrywide Servicing and the Trustee may
agree
from time to time) a Remittance Report with respect to the related Distribution
Date, which Remittance Reports the Trustee shall use in preparing the statement
pursuant to Section 4.03 of
the
Pooling and Servicing Agreement.
No
later than the third Business Day following each Determination Date, Countrywide
Servicing shall deliver or cause to be delivered to the Trustee in addition
to
the information provided on the Remittance Report, such other information
reasonably available to it with respect to the Mortgage Loans as the Trustee
may
reasonably require to perform the calculations necessary to make the
distributions contemplated by Section 4.01 of the Pooling and Servicing
Agreement and to prepare the statements to Certificateholders contemplated
by
Section 4.03 of the Pooling and Servicing Agreement.
| Section 3.18 |
Monthly
Advances by Countrywide Servicing.
|
Not
later
than the close of business on the Business Day preceding each Remittance
Date,
Countrywide Servicing shall deposit in the Collection Account an amount
equal to
all payments not previously advanced by Countrywide Servicing, whether
or not
deferred pursuant to Section 3.01 of this Exhibit B, of principal (due
after the
Cut-off Date) and interest not allocable to the period prior to the Cut-off
Date, adjusted to the Net Mortgage Rate, which were due on a Mortgage Loan
and
delinquent at the close of business on the related Determination
Date.
Countrywide
Servicing’s obligation to make such advances as to any Mortgage Loan will
continue through the earliest of: (i) the last Monthly Payment due prior
to the
payment in full of the Mortgage Loan, (ii) the Remittance Date prior to
the
Remittance Date for the distribution of any Liquidation Proceeds, Other
Insurance Proceeds or Condemnation Proceeds which, in the case of Other
Insurance Proceeds and Condemnation Proceeds, satisfy in full the indebtedness
of such Mortgage Loan, and (iii) the Remittance Date prior to the date
on which
cash is received in connection with the liquidation of REO Property. In
no event
shall Countrywide Servicing be obligated to make an advance under this
Section
3.18 if at the time of such advance it deems such advance to be nonrecoverable.
If Countrywide Servicing determines that an advance is nonrecoverable,
Countrywide Servicing shall deliver to the Trustee an Officer’s Certificate of
Countrywide Servicing to the effect that an officer of Countrywide Servicing
has
reviewed the related Mortgage File and has made the reasonable determination
that any previous and any additional advances are nonrecoverable.
| Section 3.19 |
Real
Estate Owned Reports.
|
Together
with the statement furnished pursuant to Section 3.18 of this Exhibit B,
with
respect to any REO Property, Countrywide Servicing shall furnish to the
Trustee
on request a statement covering Countrywide Servicing’s efforts in connection
with the sale of such REO Property and any rental of such REO Property
incidental to the sale thereof for the previous month, together with an
operating statement free of cost. Such statement shall be accompanied by
such
additional information as the Trustee shall reasonably request. The cost
of
producing such additional information shall be borne by the Trust Fund
as a
Servicing Advance.
| Section 3.20 |
Liquidation
Reports.
|
Upon
the
foreclosure sale of any Mortgaged Property or the acquisition thereof by
the
Trustee pursuant to a deed-in-lieu of foreclosure, Countrywide Servicing
shall
submit to the Trustee a liquidation report with respect to such Mortgaged
Property which report may be included with any other reports prepared by
Countrywide Servicing and delivered to Trustee pursuant to the terms and
conditions of this Exhibit B.
| Section 3.21 |
Assumption
Agreements.
|
Countrywide
Servicing will, to the extent it has knowledge of any conveyance or prospective
conveyance by any Mortgagor of the Mortgaged Property (whether by absolute
conveyance or by contract of sale, and whether or not the Mortgagor remains
or
is to remain liable under the Mortgage Note and/or the Mortgage), exercise
its
rights to accelerate the maturity of such Mortgage Loan under any “due-on-sale”
clause to the extent permitted by law; provided, however, that Countrywide
Servicing shall not exercise any such rights if prohibited by law or the
terms
of the Mortgage Note from doing so. If Countrywide Servicing reasonably
believes
it is unable under applicable law to enforce such “due-on-sale” clause,
Countrywide Servicing will enter into an assumption agreement with the
person to
whom the Mortgaged Property has been conveyed or is proposed to be conveyed,
pursuant to which such person becomes liable under the Mortgage Note and,
to the
extent permitted by applicable state law, the Mortgagor remains liable
thereon.
Where an assumption is allowed pursuant to this Section 3.22, Countrywide
Servicing is authorized to enter into a substitution of liability agreement
with
the person to whom the Mortgaged Property has been conveyed or is proposed
to be
conveyed pursuant to which the original mortgagor is released from liability
and
such Person is substituted as Mortgagor and becomes liable under the related
Mortgage Note. Any such substitution of liability agreement shall be in
lieu of
an assumption agreement.
In
connection with any such assumption or substitution of liability, Countrywide
Servicing shall follow the underwriting practices and procedures employed
by
Countrywide Servicing for similar mortgage loans originated in accordance
with
its underwriting guidelines and serviced by Countrywide Servicing for its
own
account. With respect to an assumption or substitution of liability, the
Mortgage Rate borne by the related Mortgage Note, the term of the Mortgage
Loan
and the outstanding Stated Principal Balance of the Mortgage Loan shall
not be
changed. Countrywide Servicing shall notify the Trustee that any such
substitution of liability or assumption agreement has been completed by
forwarding to the Trustee or its designee the original of any such substitution
of liability or assumption agreement, which document shall be added to
the
related Mortgage File and shall, for all purposes, be considered a part
of such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. Any fee collected by Countrywide Servicing
for
entering into an assumption or substitution of liability agreement in excess
of
1% of the unpaid Stated Principal Balance of the Mortgage Loan shall be
deposited in the Collection Account pursuant to Section 3.04.
Notwithstanding
the foregoing paragraphs of this Section or any other provision of this
Agreement, Countrywide Servicing shall not be deemed to be in default,
breach or
any other violation of its obligations hereunder by reason of any assumption
of
a Mortgage Loan by operation of law or any assumption which Countrywide
Servicing may be restricted by law from preventing, for any reason whatsoever.
For purposes of this Section 3.22, the term “assumption” is deemed to also
include a sale of the Mortgaged Property subject to the Mortgage that is
not
accompanied by an assumption or substitution of liability
agreement.
| Section 3.22 |
Satisfaction
of Mortgages and Release of Mortgage Files.
|
Upon
the
payment in full of any Mortgage Loan, or the receipt by Countrywide Servicing
of
a notification that payment in full will be escrowed in a manner customary
for
such purposes, Countrywide Servicing will immediately notify the Trustee
by a
certification (in the form of Exhibit E), which certification shall include
a
statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Collection Account pursuant to Section 3.04 have been or will be so deposited,
of a Servicing Officer and shall request delivery to it of the portion
of the
Mortgage File held by the Trustee. Upon receipt of such certification and
request, the Trustee shall within five (5) Business Days release the related
Mortgage File to Countrywide Servicing, at the expense of the Seller if
not
otherwise paid by the custodian; provided however, in no event will the
Trustee
be responsible for such expense and Countrywide Servicing shall prepare
and
process any satisfaction or release. With respect to any MERS Mortgage
Loan,
Countrywide Servicing is authorized to cause the removal from the registration
on the MERS System of such Mortgage and to execute and deliver, on behalf
of the
Trustee, any and all instruments of satisfaction or cancellation or of
partial
or full release. No expense incurred in connection with any instrument
of
satisfaction or deed of reconveyance shall be chargeable to the Collection
Account.
In
the
event Countrywide Servicing satisfies or releases a Mortgage without having
obtained payment in full of the indebtedness secured by the Mortgage or
should
it otherwise prejudice any right the Trustee may have under the mortgage
instruments, Countrywide Servicing, upon written demand, shall remit to
the
Trustee the then unpaid Stated Principal Balance of the related Mortgage
Loan by
deposit thereof in the Collection Account. Countrywide Servicing shall
maintain
the Fidelity Bond insuring Countrywide Servicing against any loss it may
sustain
with respect to any Mortgage Loan not satisfied in accordance with the
procedures set forth herein.
From
time
to time and as appropriate for the service or foreclosure of the Mortgage
Loan,
the Trustee shall, upon request of Countrywide Servicing and delivery to
the
Trustee of a servicing receipt, signed by a Servicing Officer (in the form
of
Exhibit E), release or cause to be released, at the expense of the Seller
if not
otherwise paid by the custodian; provided however, in no event will the
Trustee
be responsible for such expense, the portion of the Mortgage File held
by the
Trustee or its designee to Countrywide Servicing. Such servicing receipt
shall
obligate Countrywide Servicing to return the related Mortgage documents
to the
Trustee when the need therefor by Countrywide Servicing no longer exists,
unless
the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to
the Mortgage Loan have been deposited in the Collection Account or the
Mortgage
File or such document has been delivered to an attorney, or to a public
trustee
or other public official as required by law, for purposes of initiating
or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and Countrywide Servicing
has
delivered to the Trustee a certificate of a Servicing Officer (in the form
of
Exhibit E) certifying as to the name and address of the Person to which
such
Mortgage File or such document was delivered and the purpose or purposes
of such
delivery. Upon receipt of a certificate of a Servicing Officer stating
that such
Mortgage Loan was liquidated, the servicing receipt shall be released by
the
Trustee to Countrywide Servicing.
| Section 3.23 |
Servicing
Compensation.
|
As
compensation for its services hereunder, Countrywide Servicing shall be
entitled
to withdraw from the Collection Account or to retain from interest payments
on
the Mortgage Loans the amounts provided for as Countrywide Servicing’s Servicing
Fees. Additional servicing compensation in the form of assumption fees,
as
provided in Section 3.22, and late payment charges or otherwise shall be
retained by Countrywide Servicing to the extent not required to be deposited
in
the Collection Account. Countrywide Servicing shall be required to pay
all
expenses incurred by it in connection with its servicing activities hereunder
and shall not be entitled to reimbursement therefor except as specifically
provided for.
| Section 3.24 |
Statement
as to Compliance.
|
(a) Countrywide
Servicing will deliver to the Trustee and the Depositor not later than
March
15th
of each
calendar year, commencing in 2007, an Officers’ Certificate stating, as to each
signatory thereof, that (i) a review of the activities of Countrywide Servicing
during the preceding calendar year and of performance under this Agreement
has
been made under such officers’ supervision and (ii) to the best of such
officers’ knowledge, based on such review, Countrywide Servicing has fulfilled
all of its obligations under this Agreement throughout such calendar year,
or,
if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof. In addition to the foregoing, Countrywide Servicing will, to the
extent
reasonable, give any other servicing information required by the Securities
and
Exchange Commission pursuant to applicable law.
(b) Countrywide
Servicing shall sign a certification (in the form attached hereto as Exhibit
N-3
to the Pooling and Servicing Agreement) for the benefit of the Depositor
and its
officers, directors and Affiliates (the “Servicer Certification”). The Servicer
Certification shall be delivered to the Depositor no later than March
15th
or if
such day is not a Business Day, the preceding Business Day, each year (subject
to Section 3.22(b)(v) of the Pooling and Servicing Agreement).
(c) Countrywide
Servicing shall indemnify and hold harmless the Depositor, the Trustee
and their
respective officers, directors, agents and affiliates, and such affiliates’
officers, directors and agents (any such person, an “Indemnified Party”) from
and against any losses, damages, penalties, fines, forfeitures, reasonable
legal
fees and related costs, judgments and other costs and expenses arising
out of or
based upon a breach by Countrywide Servicing or any of its officers, directors,
agents or affiliates of its obligations under this Section 3.24 or Section
3.25
of this Exhibit B, or the bad faith or willful misconduct of Countrywide
Servicing in connection therewith; provided, however, that Countrywide
Servicing
shall not be obligated to indemnify or hold harmless any Indemnified Party
from
or against any losses, damages, penalties, fines, forfeitures, reasonable
legal
fees and related costs, judgments and other costs and expenses arising
out of or
based upon the negligence, bad faith or willful misconduct of such Indemnified
Party. If the indemnification provided for herein is unavailable or insufficient
to hold harmless any Indemnified Party, then Countrywide Servicing agrees
that
it shall contribute to the amount paid or payable by the Indemnified Party
as a
result of the losses, claims, damages or liabilities of the Indemnified
Party in
such proportion as is appropriate to reflect the relative fault of the
Indemnified Party on the one hand and Countrywide Servicing in the other
in
connection with a breach of Countrywide Servicing’s obligations under this
Section 3.24 or Section 3.25 or Countrywide Servicing’s negligence, bad faith or
willful misconduct in connection therewith.
| Section 3.25 |
Independent
Public Accountants’ Servicing Report.
|
Not
later
than March 15th
of each
calendar year, commencing in 2007, Countrywide Servicing, at its expense,
shall
cause a nationally recognized firm of independent certified public accountants
to furnish to Countrywide Servicing a report stating that (i) it has obtained
a
letter of representation regarding certain matters from the management
of
Countrywide Servicing which includes an assertion that Countrywide Servicing
has
complied with certain minimum residential mortgage loan servicing standards,
identified in the Uniform Single Attestation Program for Mortgage Bankers
established by the Mortgage Bankers Association of America, with respect
to the
servicing of residential mortgage loans during the most recently completed
calendar year and (ii) on the basis of an examination conducted by such
firm in
accordance with standards established by the American Institute of Certified
Public Accountants, such representation is fairly stated in all material
respects, subject to such exceptions and other qualifications that may
be
appropriate. Copies of such statement shall be provided by the Trustee
to any
Certificateholder upon request at the expense of the requesting party,
provided
that such statement is delivered by the Servicer to the Trustee.
| Section 3.26 |
Reports
and Returns to be Filed by Countrywide Servicing.
|
Countrywide
Servicing shall file the requisite form 1099 with respect to the receipt
of
mortgage interest received in a trade or business, reports of foreclosures
and
abandonments of any Mortgaged Property and information returns relating
to the
cancellation of indebtedness income with respect to any Mortgaged Property
as
required by the Code.
| Section 3.27 |
Trustee’s
Right to Examine Countrywide Servicing Records.
|
The
Trustee shall have the right to examine and audit upon reasonable notice
to
Countrywide Servicing, during business hours or at such other times as
might be
reasonable under applicable circumstances, any and all of the books, records,
documentation or other information of Countrywide Servicing, or held by
another
for Countrywide Servicing or on its behalf or otherwise, which relates
to the
performance or observance by Countrywide Servicing of the terms, covenants
or
conditions of this Agreement.
Countrywide
Servicing shall provide to the Trustee and any supervisory agents or examiners
representing a state or federal governmental agency having jurisdiction
over any
Certificateholder, including but not limited to the Office of Thrift
Supervision, FDIC and other similar entities, access to any documentation
regarding the Mortgage Loans in the possession of Countrywide Servicing
which
may be required by any applicable regulations. Such access shall be afforded
without charge, upon reasonable request, during normal business hours and
at the
offices of Countrywide Servicing, and in accordance with the federal government,
FDIC, Office of Thrift Supervision, or any other similar
regulations.
| Section 3.28 |
Solicitations
|
From
and
after the Closing Date, Countrywide Servicing hereby agrees that it will
not
take any action or permit or cause any action to be taken by any of its
agents
or affiliates, or by any independent contractors or independent mortgage
brokerage companies on Countrywide Servicing’s behalf, to personally, by
telephone or mail, solicit the Mortgagor under any Countrywide Mortgage
Loan for
the purpose of refinancing such Countrywide Mortgage Loan; provided, that
Countrywide Servicing may solicit any Mortgagor for whom it or its affiliates
have received a request for verification of mortgage, a request for demand
for
payoff, a Mortgagor-initiated written or verbal communication indicating
a
desire to prepay the related Countrywide Mortgage Loan, or the Mortgagor
initiates a title search, provided further, it is understood and agreed
that
promotions undertaken by Countrywide Servicing or any of its affiliates
which
(i) concern optional insurance products or other additional products or
(ii) are
directed to the general public at large, including, without limitation,
mass
mailings based on commercially acquired mailing lists, newspaper, radio
and
television advertisements shall not constitute solicitation nor is Countrywide
Servicing prohibited from responding to unsolicited requests or inquiries
made
by a Mortgagor or an agent of a Mortgagor. Notwithstanding the foregoing,
the
following solicitations, if undertaken by the Countrywide Servicing or
any
affiliate of Countrywide Servicing, shall not be prohibited: (i) solicitations
that are directed to the general public at large, including, without limitation,
mass mailings based on commercially acquired mailing lists and newspaper,
radio,
television and other mass media advertisements and (ii) borrower messages
included on, and statement inserts provided with, the monthly statements
sent to
mortgagors; provided, however, that similar messages and inserts are sent
to the
borrowers of other mortgage loans serviced by Countrywide Servicing or
any
affiliate of the Countrywide Servicing.
ARTICLE
IV
COUNTRYWIDE
SERVICING
| Section 4.01 |
Liability
of Countrywide Servicing.
|
Countrywide
Servicing shall be liable in accordance herewith only to the extent of
the
obligations specifically imposed upon and undertaken by Countrywide Servicing
herein.
| Section 4.02 |
Merger
or Consolidation of, or Assumption of the Obligations of, Countrywide
Servicing.
|
Any
entity into which Countrywide Servicing may be merged or consolidated,
or any
entity resulting from any merger, conversion or consolidation to which
Countrywide Servicing shall be a party, or any corporation succeeding to
the
business of Countrywide Servicing, shall be the successor of Countrywide
Servicing 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 a successor Servicer shall satisfy
all
the requirements of Section 7.02 of the Pooling and Servicing Agreement
with
respect to the qualifications of a successor Servicer.
| Section 4.03 |
Limitation
on Liability of Countrywide Servicing.
|
Neither
Countrywide Servicing nor any of the officers, employees or agents of
Countrywide Servicing shall be under any liability to the Trust Fund for
any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however,
that
this provision shall not protect Countrywide Servicing or any such person
against any breach of warranties or representations made herein, or failure
to
perform its obligations in compliance with any standard of care set forth
in
this Agreement, or any liability which would otherwise be imposed by reason
of
any breach of the terms and conditions of this Agreement. Countrywide Servicing
and any officer, employee or agent of Countrywide Servicing 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.
Notwithstanding anything to the contrary contained in this Exhibit B, unless
one
or more events as set forth in Section 2.01 of the Agreement shall occur,
the
Assignments of Mortgage shall not be recorded with the recording office.
To the
extent the Seller records with the recording office as permitted herein
an
Assignment as set forth in Section 2.01 of the Agreement which designates
the
Trustee as the holder of record of the Mortgage, the Trustee agrees that
it
shall (i) provide Countrywide Servicing with notice, as soon as practicable,
of
any action of which a Responsible Officer of the Trustee receives written
notice
with respect to the Mortgage or the related Mortgaged Property; and (ii)
within
5 Business Days upon receipt of such document and any other document or
certification reasonably required by the Trustee, sign and return any document
reasonably requested by Countrywide Servicing to comply with its servicing
obligations, including without limitation, any instrument required to release
the Mortgage upon payment in full of the obligation or take any other action
reasonably required by Countrywide Servicing. The Trustee further agrees
that
Countrywide Servicing shall have no liability for the Trustee’s failure to
comply with the subsections (i) or (ii) in the foregoing sentence. Countrywide
Servicing shall not be under any obligation to appear in, prosecute or
defend
any legal action which is not incidental to its duties to service the
Countrywide Mortgage Loans in accordance with this Agreement and which
in its
opinion may involve it in any expenses or liability; provided, however,
that
Countrywide Servicing may, with the consent of the Depositor, undertake
any such
action which it may deem necessary or desirable in respect to this Agreement
and
the rights and duties of the parties hereto. In such event, the legal expenses
and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities for which the Trust Fund will be liable,
Countrywide Servicing shall be entitled to be reimbursed therefor from
its
Collection Account.
The
Trust
shall indemnify Countrywide Servicing and hold it harmless against any
and all
claims, losses, damages, penalties, fines, forfeitures, reasonable and
necessary
legal fees and related costs, judgments, and any other costs, fees and
expenses
that Countrywide Servicing may sustain in any way related to actions or
inactions of Countrywide Servicing which were taken or omitted upon the
instruction or direction of any party to the Agreement, on behalf of the
Trust.
| Section 4.04 |
Countrywide
Servicing Not to Resign.
|
Countrywide
Servicing shall not assign this Agreement or resign from the obligations
and
duties hereby imposed on it except by mutual consent of Countrywide Servicing
and the Depositor or upon the determination that its duties hereunder are
no
longer permissible under applicable law and such incapacity cannot be cured
by
Countrywide Servicing or if Countrywide Servicing assigns its rights and
obligations with respect to the servicing of the Countrywide Mortgage Loans
pursuant to Section 4.05 of this Exhibit B. Any such determination permitting
the resignation of Countrywide Servicing shall be evidenced by an Opinion
of
Counsel to such effect delivered to the Depositor and the Trustee which
Opinion
of Counsel shall be in form and substance acceptable to the Trustee. No
such
resignation shall become effective until a successor shall have assumed
the
Countrywide Servicing’s responsibilities and obligations hereunder.
| Section 4.05 |
No
Transfer of Servicing.
|
With
respect to the retention of Countrywide Servicing to service the Countrywide
Mortgage Loans hereunder, Countrywide Servicing acknowledges that the Depositor
has acted in reliance upon Countrywide Servicing’s independent status, the
adequacy of its servicing facilities, plan, personnel, records and procedures,
its integrity, reputation and financial standing and the continuance thereof.
Without in any way limiting the generality of this Section, Countrywide
Servicing shall not either assign this Agreement or the servicing hereunder
or
delegate a substantial portion of its rights or duties hereunder, or sell
or
otherwise dispose of all or substantially all of its property or assets,
without
the prior written approval of the Trustee and the Depositor, which consent
will
not be unreasonably withheld; provided, however, Countrywide Servicing
may (i)
with prior notice but without the Trustee’s consent, assign its rights and
obligations as servicer hereunder to an entity if (a) such entity is directly
or
indirectly owned or controlled by Countrywide Servicing, (b) such entity
shall
be qualified to service mortgage loans on behalf of ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇
Mac
and shall satisfy the requirements of Section 7.02 with respect to the
qualifications of a successor to Countrywide Servicing and (c) Countrywide
Servicing guaranties the performance by such entity of all obligations
hereunder, or (ii) assign its rights and obligations as servicer with respect
to
the Countrywide Mortgage Loans to ▇▇▇▇▇▇ Loan Servicing, LP.
ARTICLE
V
EVENTS
OF
DEFAULT
With
respect to Countrywide Servicing, any one of the following events shall
be an
event of default hereunder:
(i) any
failure by Countrywide Servicing to remit to the Trustee any payment required
to
be made under the terms of this Agreement which continues unremedied for
a
period of two (2) Business Days after the date upon which written notice
of such
failure, requiring the same to be remedied, shall have been given to Countrywide
Servicing by the Trustee; or
(ii) failure
on the part of Countrywide Servicing duly to observe or perform in any
material
respect any other of the covenants or agreements on the part of Countrywide
Servicing set forth in the Pooling and Servicing Agreement which continues
unremedied for a period of thirty days (except that such number of days
shall be
fifteen (15) in the case of a failure to pay any premium for any insurance
policy required to be maintained under the Pooling and Servicing Agreement)
after the date on which written notice of such failure, requiring the same
to be
remedied, shall have been given to Countrywide Servicing by the Trustee;
or
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
for
the appointment of a conservator or receiver or liquidator in any insolvency,
bankruptcy, readjustment of debt, marshalling of assets and liabilities
or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall
have been entered against Countrywide Servicing and such decree or order
shall
have remained in force undischarged or unstayed for a period of sixty (60)
days;
or
(iv) Countrywide
Servicing shall consent to the appointment of a conservator or receiver
or
liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling
of
assets and liabilities or similar proceedings of or relating to Countrywide
Servicing or of or relating to all or substantially all of its property;
or
(v) Countrywide
Servicing shall admit in writing its inability to pay its debts generally
as
they become due, file a petition to take advantage of any applicable insolvency
or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations; or
(vi) failure
by Countrywide Servicing to maintain its license to do business or service
residential mortgage loans in any jurisdiction where the Mortgaged Properties
are located which failure continues unremedied for a period of thirty (30)
days;
or
(vii) Countrywide
Servicing ceases to meet the qualifications of a ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇
Mac
seller/servicer and the failure to meet such qualifications continues unremedied
for a period of thirty (30) days;
(viii) Countrywide
Servicing attempts, without the consent of the Trustee, to sell or otherwise
dispose of all or substantially all of its property or assets or to assign
this
Agreement or the servicing responsibilities hereunder or to delegate a
substantial portion of its duties hereunder; or
(ix) Countrywide
Servicing fails to duly perform, within the required time period, its
obligations under Sections 11.25 and 11.26 of the Servicing Addendum, which
failure continues unremedied for a period of thirty (30) days after the
date on
which written notice of such failure, requiring the same to be remedied,
shall
have been given to Countrywide Servicing by any party to this
Agreement;
ARTICLE
VI
REMIC
ADMINISTRATION
(a) Countrywide
Servicing shall not take any action, cause any REMIC created hereunder
to take
any action or fail to take (or fail to cause to be taken) any action that,
under
the REMIC Provisions, if taken or not taken, as the case may be, could
(i)
endanger the status of such REMIC as a REMIC or (ii) result in the imposition
of
a tax upon such REMIC (including but not limited to the tax on prohibited
transactions as defined in Code Section 860F(a)(2) and the tax on prohibited
contributions set forth on Section 860G(d) of the Code) (either such event,
an
“Adverse REMIC Event”) unless Countrywide Servicing has received an Opinion of
Counsel (at the expense of the party seeking to take such action) to the
effect
that the contemplated action will not endanger such status or result in
the
imposition of such a tax.
(b) Countrywide
Servicing shall not enter into any arrangement by which any REMIC created
hereunder will receive a fee or other compensation for services.
(c) In
the
event that any REMIC fails to qualify as a REMIC, loses its status as a
REMIC,
or incurs federal, state or local taxes as a result of a prohibited transaction
or prohibited contribution under the REMIC Provisions due to the failure
of
Countrywide Servicing to perform its duties and obligations set forth herein,
Countrywide Servicing shall indemnify the Trustee and the Trust Fund against
any
and all losses, claims, damages, liabilities or expenses (“Losses”) resulting
from such breach; provided, however, that Countrywide Servicing shall not
be
liable for any such Losses attributable to the action or inaction of the
Trustee, the Depositor, another Servicer or the Holder of such Residual
Certificate, as applicable, nor for any such Losses resulting from
misinformation provided by the Holder of such Residual Certificate on which
Countrywide Servicing has relied. The foregoing shall not be deemed to
limit or
restrict the rights and remedies of the Holder of such Residual Certificate
now
or hereafter existing at law or in equity. Notwithstanding the foregoing,
however, in no event shall Countrywide Servicing have any liability (1)
for any
action or omission that is taken in accordance with and in compliance with
the
express terms of, or which is expressly permitted by the terms of, this
Agreement, (2) for any Losses other than arising out of the failure of
Countrywide Servicing to perform its duties and obligations set forth herein,
and (3) for any special or consequential damages to Certificateholders
(in
addition to payment of principal and interest on the Certificates).
ARTICLE
VII
TERMINATION
(a) The
respective obligations and responsibilities of Countrywide Servicing created
hereby (other than the obligation of Countrywide Servicing to send certain
notices as hereinafter set forth) shall terminate upon notice to the Trustee
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the
Trust,
(iii) the optional purchase by the Terminator of the Mortgage Loans as
described
below and (iv) the Distribution Date in March 2036.
(b) Countrywide
Servicing (in such context, the “Terminator”), may, at its option, terminate
this Agreement on any date on which the aggregate of the Stated Principal
Balances of the Mortgage Loans (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or
advanced,
and unscheduled collections of principal received during the related Principal
Prepayment Period) on such date is equal to or less than 10% of the sum
of (i)
the aggregate Stated Principal Balance of the Initial Mortgage Loans and
the
Additional Mortgage Loans on the related Cut-off Date and (ii) the Original
Pre-Funded Amounts, by purchasing, on the next succeeding Distribution
Date, all
of the outstanding Mortgage Loans and REO Properties at a price equal to
the
greater of (i) the Stated Principal Balance of the Mortgage Loans (after
giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Principal Prepayment Period) and the appraised
value
of the REO Properties and (ii) fair market value of the Mortgage Loans
and REO
Properties (as determined and as agreed upon in their good faith business
judgment as of the close of business on the third Business Day next preceding
the date upon which notice of any such termination is furnished to the
related
Certificateholders pursuant to Section 10.01(c) of the Agreement by (x)
the
Terminator, (y) the Holders of a majority in Percentage Interest in the
Class C
Certificates and (z) if the Floating Rate Certificates will not receive
all
amounts owed to it as a result of the termination, the Trustee, provided
that if
this clause (z) applies to such determination, such determination shall
be based
solely upon an appraisal obtained as provided in the last sentence of this
paragraph), plus accrued and unpaid interest thereon at the weighted average
of
the Mortgage Rates through the end of the Due Period preceding the final
Distribution Date plus unreimbursed Servicing Advances, Advances, any unpaid
Servicing Fees allocable to such Mortgage Loans and REO Properties and
any
accrued and unpaid Net WAC Rate Carryover Amounts and any Swap Termination
payment payable to the Swap Provider (the “Termination Price”); provided,
however, such option may only be exercised if the Termination Price is
sufficient to result in the payment of all interest accrued on, as well
as
amounts necessary to retire the principal balance of, each class of notes
issued
pursuant to the Indenture. If the determination of the fair market value
of the
Mortgage Loans and REO Properties shall be required to be made and agreed
upon
by the Terminator, the Holders of a majority in Percentage Interest in
the Class
C Certificates and the Trustee as provided in (ii) above in their good
faith
business judgment, such determination shall be based on an appraisal of
the
value of the Mortgage Loans and REO Properties conducted by an independent
appraiser mutually agreed upon by the Terminator, the Holders of a majority
in
Percentage Interest in the Class C Certificates and the Trustee in their
reasonable discretion, and (A) such appraisal shall be obtained at no expense
to
the Trustee and (B) the Trustee may conclusively rely on, and shall be
protected
in relying on, such appraisal.
EXHIBIT
C
FORMS
OF
ASSIGNMENT AND RECOGNITION AGREEMENTS
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated July 13, 2006, (“Agreement”)
among
Greenwich Capital Financial Products, Inc. (“Assignor”),
Financial Asset Securities Corp. (“Assignee”)
and
Ameriquest Mortgage Company (the “Company”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
Assignment
and Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
(x) all of the right, title and interest of the Assignor, as purchaser, in,
to
and under (a) those certain Mortgage Loans listed as being originated by
the
Company on the schedule (the “Mortgage
Loan Schedule”)
attached hereto as Exhibit A (the “Mortgage
Loans”)
and
(b) except as described below, that certain Mortgage Loan Purchase and Interim
Servicing Agreement dated as of July 1, 2005, as amended (the “Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, solely insofar as the Purchase Agreement relates
to the
Mortgage Loans and (y) other than as provided below with respect to the
enforcement of representations and warranties, none of the obligations of
the
Assignor under the Purchase Agreement.
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and any obligations of
the
Assignor with respect to any mortgage loans subject to the Purchase Agreement
which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
and are
not the subject of this Agreement.
Recognition
of the Company
2. From
and
after the date hereof, the Company shall and does hereby recognize that the
Assignee will transfer the Mortgage Loans and assign its rights under the
Purchase Agreement (solely to the extent set forth herein) and this Agreement
to
Soundview Mortgage Loan Trust 2006-A (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of June 1,
2006
(the “Pooling
Agreement”),
among
the
Assignee, ▇▇▇▇▇▇ Loan Servicing LP as servicer (including their successors
in
interest and any successor servicers under the Pooling Agreement, the
“Servicer”)
and
Deutsche Bank National Trust Company, as trustee (including its successors
in
interest and any successor trustees under the Pooling Agreement, the
“Trustee”).
The
Company hereby acknowledges and agrees that from and after the date hereof
(i) the Trust will be the owner of the Mortgage Loans, (ii) the
Company shall look solely to the Trust for performance of any obligations
of the
Assignor insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Mortgage Loans, (iii) the
Trust (including the Trustee and the Servicer acting on the Trust’s behalf)
shall have all the rights and remedies available to the Assignor, insofar
as
they relate to the Mortgage Loans, under the Purchase Agreement, including,
without limitation, the enforcement of the document delivery requirements
and
remedies with respect to breaches of representations and warranties set forth
in
the Purchase Agreement, and shall be entitled to enforce all of the obligations
of the Company thereunder insofar as they relate to the Mortgage Loans, and
(iv) all references to the Purchaser (insofar as they relate to the rights,
title and interest and, with respect to obligations of the Purchaser, only
insofar as they relate to the enforcement of the representations, warranties
and
covenants of the Company) or the Custodian under the Purchase Agreement insofar
as they relate to the Mortgage Loans, shall be deemed to refer to the Trust
(including the Trustee and the Servicer acting on the Trust’s behalf). Neither
the Company nor the Assignor shall amend or agree to amend, modify, waiver,
or
otherwise alter any of the terms or provisions of the Purchase Agreement
which
amendment, modification, waiver or other alteration would in any way affect
the
Mortgage Loans or the Company’s performance under the Purchase Agreement with
respect to the Mortgage Loans without the prior written consent of the
Trustee.
Representations
and Warranties of the Company
3. The
Company warrants and represents to the Assignor, the Assignee and the Trust
as
of the date hereof that:
(a) The
Company is duly organized, validly existing and in good standing as a
corporation under the laws of the State of Delaware;
(b) The
Company has the full power and authority to execute, deliver and perform,
and to
enter into and consummate, all transactions contemplated by this Agreement.
The
Company has duly authorized the execution, delivery and performance of this
Agreement, has duly executed and delivered this Agreement, and this Agreement,
assuming due authorization, execution and delivery by the Assignor or Assignee
constitutes a legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms except as the enforceability thereof
may
be limited by bankruptcy, insolvency or reorganization;
(c) The
execution and delivery of this Agreement by the Company and the performance
of
and compliance with the terms of this Agreement will not violate the Company’s
articles of incorporation or by-laws or constitute a default under or result
in
a breach or acceleration of, any material contract, agreement or other
instrument to which the Company is a party or which may be applicable to
the
Company or its assets;
(d) The
Company is not in violation of, and the execution and delivery of this Agreement
by the Company and its performance and compliance with the terms of this
Agreement will not constitute a violation with respect to, any order or decree
of any court or any order or regulation of any federal, state, municipal
or
governmental agency having jurisdiction over the Company or its assets, which
violation might have consequences that would materially and adversely affect
the
condition (financial or otherwise) or the operation of the Company or its
assets
or might have consequences that would materially and adversely affect the
performance of its obligations and duties hereunder;
(e) The
Company does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant contained in this Agreement;
(f) There
are
no actions or proceedings against, investigations known to it of, the Company
before any court, administrative or other tribunal (A) that might prohibit
its
entering into this Agreement or (B) that might prohibit or materially and
adversely affect the performance by the Company of its obligations under,
or
validity or enforceability of, this Agreement or the Mortgage Loans;
and
(g) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Company
of,
or compliance by the Company with, this Agreement or the consummation of
the
transactions contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been obtained.
4.
Pursuant
to Section 11 of the Purchase Agreement, the Company hereby represents and
warrants, for the benefit of the Assignor, the Assignee and the Trust, that
the
representations and warranties set forth in Sections 7.01 and 7.03 of the
Purchase Agreement, are true and correct as of the date hereof as if such
representations and warranties were made on the date hereof or such earlier
date
as specified in any such representation and warranty.
5.
The
Assignor hereby makes the following representations, warranties and covenants
as
of the date hereof:
(a) With
respect to the representations and warranties set forth in Section 7.03 (a)
(2),
Section 7.03 (a) (3), Section 7.03 (a) (4), Section 7.03 (a) (5), Section
7.03
(a) (7), Section 7.03 (a) (9), Section 7.03 (a) (15), Section 7.03 (a) (16),
Section 7.03 (a) (18), Section 7.03 (a) (19), Section 7.03 (a) (20), Section
7.03 (a) (25), Section 7.03 (a) (34), Section 7.03 (a) (41) and Section 7.03
(a)
(50) to the best of the Assignor’s knowledge, nothing has occurred in the period
of time since September 15, 2005 to the date hereof which would cause such
representations and warranties to be untrue in any material respect as of
the
date hereof;
(b) Each
Mortgage Loan at the time it was made complied in all material respects with
applicable local, state, and federal laws, including, but not limited to,
all
applicable predatory and abusive lending laws;
(c) None
of
the mortgage loans are High Cost as defined by any applicable predatory and
abusive and/or usury lending laws;
(d) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as such
terms are defined in Standard & Poor’s LEVELS Version 5.6 Glossary Revised,
Appendix E);
(e) No
loan
originated on or after October 1, 2002 through March 6, 2003 is governed
by the
Georgia Fair Lending Act; and
(f) As
of
October 30, 2006 and any date thereafter, except with respect to 0.75% of
the
Mortgage Loans (by aggregate principal balance of the Mortgage Loans), each
Mortgage Loan will be a “qualified mortgage” under Section 860G(a)(3) of the
Code.
Remedies
for Breach of Representations and Warranties
6.
The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee and the Servicer
acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections
3 and 4
hereof shall be as set forth in Subsection 7.04 of the Purchase Agreement
as if
they were set forth herein (including without limitation the repurchase and
indemnity obligations set forth therein); provided, however, with respect
to any
representation of the Company which materially and adversely affects the
interests of any Prepayment Charge, the Company shall pay the amount of the
scheduled Prepayment Charge by remitting such amount to the Servicer for
deposit
into the Collection Account in respect of such Prepayment Charge.
The
Assignor hereby acknowledges and agrees that the remedies available to the
Assignee and the Trust (including the Trustee and the Servicer acting on
the
Trust’s behalf) in connection with any breach of the representations and
warranties made by the Assignor set forth in Section 5 hereof shall be as
set
forth in Section 2.03 of the Pooling Agreement as if they were set forth
herein.
Miscellaneous
7.
This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
8. No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced, with the prior written consent of
the
Trustee.
9.
This
Agreement shall inure to the benefit of (i) the successors and assigns of
the
parties hereto and (ii) the Trust (including the Trustee and the Servicer
acting
on the Trust’s behalf). Any entity into which Assignor, Assignee or Company may
be merged or consolidated shall, without the requirement for any further
writing, be deemed Assignor, Assignee or Company, respectively, hereunder.
10.
Each
of
this Agreement and the Purchase Agreement shall survive the conveyance of
the
Mortgage Loans and the assignment of the Purchase Agreement (to the extent
assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
and
nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.
11.
This
Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall
constitute one and the same instrument.
12.
In
the
event that any provision of this Agreement conflicts with any provision of
the
Purchase Agreement with respect to the Mortgage Loans, the terms of this
Agreement shall control.
13.
Capitalized
terms used in this Agreement (including the exhibits hereto) but not defined
in
this Agreement shall have the meanings given to such terms in the Purchase
Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their
duly authorized officers as of the date first above written.
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GREENWICH
CAPITAL FINANCIAL
PRODUCTS,
INC.
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By:
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Name:
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Title:
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FINANCIAL
ASSET SECURITIES CORP.
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By:
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Name:
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Title:
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AMERIQUEST
MORTGAGE COMPANY
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By:
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Name:
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Title:
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EXHIBIT
A
Mortgage
Loan Schedule
SCHEDULE
I
Capitalized
terms used in this Schedule I but not defined in this Agreement shall have
the
meanings given to such terms in the Purchase Agreement.
1.
The
information set forth in the Mortgage Loan Schedule is complete, true and
correct as of the related Cut-off Date;
2.
As
of the
Closing Date, the Mortgage Loan is in compliance with all requirements set
forth
in the Term Sheet;
3. As
of the
related Closing Date, the Company has not advanced funds, or induced, solicited
or knowingly received any advance of funds from a party other than the owner
of
the related Mortgaged Property, directly, for the payment of any amount required
by the Mortgage Note or Mortgage, and no Mortgage Loan has been delinquent
for
more than thirty (30) days in the prior twelve (12) months;
4.
As
of the
related Closing Date, there are no delinquent taxes or insurance premiums
affecting the related Mortgaged Property;
5.
As
of the
related Closing Date, the terms of the Mortgage Note and the Mortgage have
not
been impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if necessary
to
maintain the lien priority of the Mortgage, and which have been delivered
to the
Custodian; the substance of any such waiver, alteration or modification has
been
approved by the title insurer, to the extent required by the related policy,
and
is reflected on the Mortgage Loan Schedule. No instrument of waiver, alteration
or modification has been executed, and no Mortgagor has been released, in
whole
or in part, except in connection with an assumption agreement approved by
the
title insurer, to the extent required by the policy, and which assumption
agreement has been delivered to the Custodian and the terms of which are
reflected in the Mortgage Loan Schedule;
6.
The
Mortgage Note and the Mortgage are not subject to any valid right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or the
exercise of any right thereunder, render the Mortgage unenforceable, in whole
or
in part, or subject to any such valid right of rescission, set-off, counterclaim
or defense, including the defense of usury and no such valid right of
rescission, set-off, counterclaim or defense has been asserted with respect
thereto;
7.
As
of the
related Closing Date, all buildings upon the Mortgaged Property are insured
by a
generally acceptable insurer against loss by fire, hazards of extended coverage
and such other hazards as are customary in the area where the Mortgaged Property
is located, in an amount not less than the least of (i) 100% of the replacement
cost of all improvements to the Mortgaged Property, (ii) either (A) the
outstanding principal balance of the Mortgage Loan with respect to each first
lien Mortgage Loan or (B) with respect to each second lien Mortgage Loan,
the
sum of the outstanding principal balance of the related first lien mortgage
loan
and the outstanding principal balance of the second lien Mortgage Loan, (iii)
the amount necessary to avoid the operation of any co-insurance provisions
with
respect to the Mortgaged Property, or (iv) the amount necessary to fully
compensate for any damage or loss to the improvements that are a part of
such
property on a replacement cost basis. All such insurance policies contain
a
standard mortgagee clause naming the originator, its successors and assigns
as
mortgagee and all premiums thereon are paid current. If upon origination
of the
Mortgage Loan, the Mortgaged Property was in an area identified on a Flood
Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
Management Agency as having special flood hazards (and such flood insurance
has
been made available) a flood insurance policy meeting the requirements of
the
current guidelines of the Federal Insurance Administration is in effect which
policy conforms to the requirements of ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac. Except
as may
otherwise be limited by applicable law, the Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at the Mortgagor’s cost and expense,
and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage
to maintain such insurance at Mortgagor’s cost and expense and to seek
reimbursement therefor from the Mortgagor;
8.
Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity, disclosure laws and/or all
predatory and abusive lending laws applicable to the origination and servicing
of the Mortgage Loan have been complied with. Any and all disclosure statements
required to be made by the Mortgagor relating to such requirements are and
will
remain in the Mortgage File;
9.
As
of the
related Closing Date, the Mortgage has not been satisfied, canceled,
subordinated or rescinded, in whole or in part, and the Mortgaged Property
has
not been released from the lien of the Mortgage, in whole or in part, nor
has
any instrument been executed that would effect any such satisfaction,
cancellation, subordination, rescission or release;
10. The
Mortgage creates a valid first or second lien, as applicable, in the related
Mortgaged Property as reflected on the Mortgage Loan Schedule;
11.
The
related Mortgage is a valid, existing and enforceable first or second lien,
as
applicable and as indicated on the Mortgage Loan Schedule, on the related
Mortgaged Property, including all improvements on the related Mortgaged Property
subject only to (i) the lien of current real property taxes and assessments
not
yet due and payable, (ii) covenants, conditions and restrictions, rights
of way,
easements, mineral right reservations and other matters of the public record
as
of the date of recording of such Mortgage being acceptable to mortgage lending
institutions generally and specifically referred to in the lender’s title
insurance policy delivered to the originator of the related Mortgage Loan
and
which do not adversely affect the Appraised Value of the related Mortgaged
Property and (iii) other matters to which like properties are commonly subject
which do not materially interfere with the benefits of the security intended
to
be provided by the related Mortgage or the use, enjoyment, value (as determined
by Appraised Value) or marketability of the related Mortgaged Property. Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a
valid,
subsisting, enforceable and perfected first or second (as indicated on the
Mortgage Loan Schedule) lien and first or second (as indicated on the Mortgage
Loan Schedule) priority security interest on the property described therein,
and
the Company has the full right to sell and assign the same to the
Purchaser;
12. The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance with
its
terms;
13.
All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person, at least one Mortgagor is
a
party to the Mortgage Note, and the Mortgage is in an individual
capacity;
14.
Excluding
any Mortgage Loan subject to an escrow holdback, the proceeds of the Mortgage
Loan have been fully disbursed to or for the account of the Mortgagor and
there
is no obligation for the Mortgagee to advance additional funds thereunder
and
any and all requirements as to completion of any on-site or off-site improvement
and as to disbursements of any escrow funds therefor have been complied with.
All costs, fees and expenses incurred in making or closing the Mortgage Loan
and
the recording of the Mortgage have been paid, and the Mortgagor is not currently
entitled to any refund of any amounts paid or due to the Mortgagee pursuant
to
the Mortgage Note or Mortgage;
15.
As
of the
related Closing Date and immediately prior to the sale of the Mortgage Loan
hereunder, the Company is the sole legal, beneficial and equitable owner
of the
Mortgage Note and the Mortgage and has full right to transfer and sell the
Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
lien,
pledge, charge, claim or security interest excepting therefrom warehouse
lending
arrangements security interests which will be released concurrent with the
closing of the sale to the Purchaser;
16.
As
of the
related Closing Date, all parties which have had any interest in the Mortgage
Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during
the
period in which they held and disposed of such interest, were) in compliance
with any and all applicable “doing business” and licensing requirements of the
laws of the state wherein the Mortgaged Property is located;
17.
The
Mortgage Loan is covered by an ALTA lender’s title insurance policy and, in the
case of an Adjustable Rate Mortgage Loan, with an adjustable rate mortgage
endorsement, such endorsement substantially in the form of ALTA Form 6.0
or 6.1,
issued by a title insurer and qualified to do business in the jurisdiction
where
the Mortgaged Property is located, insuring the Interim Servicer, its successors
and assigns as to the first or second (as indicated on the Mortgage Loan
Schedule) priority lien of the Mortgage in the original principal amount
of the
Mortgage Loan and, with respect to an Adjustable Rate Mortgage Loan, against
any
loss by reason of the invalidity or unenforceability of the lien resulting
from
the provisions of the Mortgage providing for adjustment in the Mortgage Interest
Rate and Monthly Payment. Additionally, such lender’s title insurance policy
affirmatively insures ingress and egress to and from the Mortgaged Property,
and
against encroachments by or upon the Mortgaged Property or any interest therein.
The Originator and its successors and assigns is the sole insured of such
lender’s title insurance policy, and such lender’s title insurance policy is in
full force and effect and will be in full force and effect upon the consummation
of the transactions contemplated by this Agreement. Such lender’s title
insurance policy does not require the consent of or notification to the related
insurer for assignment to the Purchaser.
18.
As
of the
related Closing Date, no claims have been made under such lender’s title
insurance policy, and no prior holder of the related Mortgage, including
the
Company, has done, by act or omission, anything which would impair the coverage
of such lender’s title insurance policy;
19.
As
of the
related Closing Date, there is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any
grace
or cure period, would constitute a default, breach, violation or event of
acceleration; and as of such Closing Date, the Company or the Interim Servicer
has not waived any default, breach, violation or event of acceleration, except
as otherwise provided in this Agreement. For purposes of the foregoing, a
delinquent payment of less than thirty (30) days on a Mortgage Loan in and
of
itself does not constitute a default, breach, violation or event of acceleration
with respect to such Mortgage Loan. With respect to each second lien mortgage
loan, as of the origination date of such Mortgage Loan and, to the best of
the
Company’s knowledge, as of the Closing Date (i) the first lien mortgage loan is
in full force and effect, (ii) to the best of Company’s knowledge, there is no
default, breach, violation or event of acceleration existing under such first
lien mortgage or the related mortgage note, (iii) no event which, with the
passage of time or with notice and the expiration of any grace or cure period,
would constitute a default, breach, violation or event of acceleration
thereunder, (iv) either (A) the first lien mortgage contains a provision
which
allows or (B) applicable law requires, the mortgagee under the second lien
Mortgage Loan to receive notice of, and affords such mortgagee an opportunity
to
cure any default by payment in full or otherwise under the first lien mortgage,
(v) the related first lien does not provide for or permit negative amortization
under such first lien Mortgage Loan, and (vi) either no consent for the Mortgage
Loan is required by the holder of the first lien or such consent has been
obtained and is contained in the Mortgage File.
20. As
of the
related Closing Date, there are no mechanics’ or similar liens or claims which
have been filed for work, labor or material (and no rights are outstanding
that
under law could give rise to such lien) affecting the related Mortgaged Property
which are or may be liens prior to, or equal or coordinate with, the lien
of the
related Mortgage;
21.
All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property. Each appraisal has been
performed in accordance with the provisions of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989;
22.
The
Mortgage Loan was (i) originated by or in conjunction with a mortgagee approved
by the Secretary of Housing and Urban Development pursuant to Sections 203
and
211 of the National Housing Act, a savings and loan association, a savings
bank,
a commercial bank, mortgage banker, credit union, insurance company or similar
banking institution which is supervised and examined by a federal or state
authority or (ii) acquired by the Company or its affiliates directly through
loan brokers or correspondents such that (a) the Mortgage Loan was originated
in
conformity with the Underwriting Guidelines and (b) the Company or its
affiliates approved the Mortgage Loan prior to funding;
23.
Principal
payments on the Mortgage Loan are scheduled to commence no more than sixty
days
after the proceeds of the Mortgage Loan are disbursed. The Mortgage Loan
bears
interest at the Mortgage Interest Rate. The Mortgage Note is payable on the
first day of each month in Monthly Payments. Interest on the Mortgage Loan
is
calculated on the basis of a 360-day year consisting of twelve 30-day months.
The Mortgage Note does not permit negative amortization;
24.
The
origination, servicing and collection practices used with respect to each
Mortgage Note and Mortgage including, without limitation, the establishment,
maintenance and servicing of the Escrow Accounts and Escrow Payments, if
any,
since origination, have been in all respects legal, proper, reasonable and
customary in the mortgage origination and servicing industry. The Mortgage
Loan
has been serviced by the Interim Servicer and any predecessor servicer in
accordance with the terms of the Mortgage Note and applicable law. With respect
to escrow deposits and Escrow Payments, if any, all such payments (so long
as
the Company is acting as Interim Servicer) are in the possession of, or under
the control with, the Interim Servicer, and there exist no deficiencies in
connection therewith for which customary arrangements for repayment thereof
have
not been made. No escrow deposits or Escrow Payments or other charges or
payments due the Interim Servicer have been capitalized under any Mortgage
or
the related Mortgage Note;
25.
As
of the
related Closing Date, the Mortgaged Property is free of material damage and
waste and there is no proceeding pending for the total or partial condemnation
thereof;
26.
The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (i) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. As of
the related Closing Date, since the date of origination of the Mortgage Loan,
the Mortgaged Property has not been subject to any bankruptcy proceeding
or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor, which would materially interfere with the right to sell
the
Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage.
As of the related Closing Date, the Mortgagor has not notified the Interim
Servicer or the Company and the Company or the Interim Servicer has no knowledge
of any relief requested or allowed to the Mortgagor under the Servicemembers
Civil Relief Act formerly known as the Soldiers and Sailors Civil Relief
Act of
1940;
27.
If
a
Mortgage Loan is secured by a long-term residential lease, (1) the lessor
under
the lease holds a fee simple interest in the land; (2) the terms of such
lease
expressly permit the mortgaging of the leasehold estate, the assignment of
the
lease without the lessor’s consent and the acquisition by the holder of the
Mortgage of the rights of the lessee upon foreclosure or assignment in lieu
of
foreclosure or provide the holder of the Mortgage with substantially similar
protections; (3) the terms of such lease do not (a) allow the termination
thereof upon the lessee’s default without the holder of the Mortgage being
entitled to receive written notice of, and opportunity to cure, such default,
(b) allow the termination of the lease in the event of damage or destruction
as
long as the Mortgage is in existence, (c) prohibit the holder of the Mortgage
from being insured (or receiving proceeds of insurance) under the hazard
insurance policy or policies relating to the Mortgaged Property or (d) permit
any increase in rent other than pre-established increases set forth in the
lease; (4) the original term of such lease is not less than 15 years; (5)
the
term of such lease does not terminate earlier than five years after the maturity
date of the Mortgage Note; and (6) the Mortgaged Property is located in a
jurisdiction in which the use of leasehold estates in transferring ownership
in
residential properties is a widely accepted practice;
28. The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to
above;
29.
The
Mortgage File contains an appraisal or insured AVM of the related Mortgaged
Property made prior to the approval of the Mortgage Loan. In the case of
an
appraisal it was made by a staff or third party qualified appraiser who had
no
interest, direct or indirect in the Mortgaged Property or in any loan made
on
the security thereof, whose compensation is not affected by the approval
or
disapproval of the Mortgage Loan, for whom no conflict of interest is present
and who met the minimum qualifications of USPAP;
30.
In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except in
connection with a trustee’s sale after default by the Mortgagor;
31. No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(i)
paid or partially paid with funds deposited in any separate account established
by the Company, the Mortgagor, or anyone on behalf of the Mortgagor, (ii)
paid
by any source other than the Mortgagor or (iii) contains any other similar
provisions which may constitute a “buydown” provision. The Mortgage Loan is not
a graduated payment mortgage loan and the Mortgage Loan does not have a shared
appreciation or other contingent interest feature;
32.
The
Mortgagor has received all disclosure materials required by applicable law
with
respect to the making of a Refinanced Mortgage Loan, and evidence of such
receipt is and will remain in the Mortgage File;
33.
The
Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
required to be delivered with respect to each Mortgage Loan pursuant to the
Custodial Agreement, have been delivered to the Custodian all in compliance
with
the specific requirements of the Custodial Agreement;
34.
As
of the
related Closing Date, the Mortgaged Property is lawfully occupied under
applicable law and if it is the borrower’s primary residence is not vacant
within ninety (90) days of the related Closing Date (with notice from and
proof
of such vacancy by the Purchaser); all inspections, licenses and certificates
required to be made or issued with respect to all occupied portions of the
Mortgaged Property and, with respect to the use and occupancy of the same,
including but not limited to certificates of occupancy, have been made or
obtained from the appropriate authorities;
35.
The
Assignment of Mortgage, is in recordable form and (other than with respect
to
the blank assignee and the lack of mortgage recordation information) is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located. When endorsed as provided for in this Agreement,
the Mortgage Notes will be duly endorsed under applicable law;
36.
Any
principal advances made to the Mortgagor prior to the related Cut-off Date
have
been consolidated with the outstanding principal amount secured by the Mortgage,
and the secured principal amount, as consolidated, bears a single interest
rate
and single repayment term. So long as the Company is acting as Interim Servicer,
the lien of the Mortgage securing the consolidated principal amount is expressly
insured as having first or second (as indicated on the Mortgage Loan Schedule)
lien priority by a title insurance policy, an endorsement to the policy insuring
the mortgagee’s consolidated interest or by other title evidence acceptable to
▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac. So long as the Company is acting as Interim
Servicer, the consolidated principal amount does not exceed the original
principal amount of the Mortgage Loan;
37.
No
Mortgage Loan has a balloon payment feature;
38.
If
the
Residential Dwelling on the Mortgaged Property is a condominium unit or a
unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project is not ineligible under
▇▇▇▇▇▇ Mae’s eligibility requirements;
39.
No
statement, report or other document constituting a part of the Mortgage Loan
Schedule contains any material untrue statement of fact or omits to state
a fact
necessary to make the statements contained therein not misleading which would,
either individually or in the aggregate, have a material adverse effect on
the
value of the Mortgage Loans;
40.
Each
Mortgage Loan constitutes a “qualified mortgage” within the meaning of Section
860G(a)(3) of the Code;
41.
As
of the
related Closing Date, no Mortgage Loan has an LTV or a CLTV of more than
100%;
42.
No
Mortgage Loan is a “high cost” mortgage loan, as defined under any applicable
state, local or federal predatory and abusive lending laws, including, but
not
limited to, the Georgia Fair Lending Act and Section 6 L of the New York
State
Banking Law;
43.
With
respect to any Mortgage Loan which is a Texas Home Equity Loan, any and all
requirements of Section 50, Article XVI of the Texas Constitution applicable
to
Texas Home Equity Loans which were in effect at the time of the origination
of
the Mortgage Loan have been complied with. Specifically, without limiting
the
generality of the foregoing: (i) all fees paid by the owner of the Mortgaged
Property or such owner’s spouse, to any person, that were necessary to
originate, evaluate, maintain, record, insure or service the Mortgage Loan
are
reflected in the closing statement for such Mortgage Loan; (ii) the Mortgage
Loan was closed only at the office of the mortgage lender, an attorney at
law,
or a title company; (iii) the mortgagee has not been found by a federal
regulatory agency to have engaged in the practice of refusing to make loans
because the applicants for the loans reside or the property proposed to secure
the loans is located in a certain area; (iv) the owner of the Mortgaged Property
was not required to apply the proceeds of the Mortgage Loan to repay another
debt except debt secured by the Mortgaged Property or debt to a lender other
than the mortgagee; (v) the owner of the Mortgaged Property did not sign
any
documents or instruments relating to the Loan in which blanks were left to
be
filled in; and (vii) if discussions between the mortgagee and the Mortgagor
were
conducted primarily in a language other than English, the mortgagee provided
to
the owner of the Mortgaged Property, prior to closing, a copy of the notice
required by Section 50(g), Article XVI of the Texas Constitution translated
into
the written language in which the discussions were conducted;
44.
All
notices, acknowledgments and disclosure statements required by Section 50,
Article XVI of the Texas Constitution applicable to Texas Home Equity Loans
are
contained in the Mortgage File for each such Mortgage Loan;
45.
All
cash-out Mortgage Loans secured by real property in the state of Texas shall
be
made in accordance with Texas law;
46.
The
Mortgage Loans are not subject to the requirement of the Home Ownership and
Equity Protection Act of 1994 (“HOEPA”) and no Mortgage Loan is subject to, or
in violation of, any applicable state or local law, ordinance or regulation
similar to HOEPA and (2) (i) no Mortgage Loan is a “high cost” loan as defined
by HOEPA or any other applicable predatory or abusive lending laws and (ii)
no
Mortgage Loan is a “high cost home”, “covered” (excluding home loans defined as
“covered home loans” pursuant to clause (1) of the definition of that term in
the New Jersey Home Ownership Security Act of 2002), “high risk home” or
“predatory” loan under any other applicable state, federal or local law (or
similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for resident
mortgage loans having high interest rates, points and/or fees);
47.
No
Mortgage Loan is a “covered home loan” pursuant to the New Jersey Home Ownership
Security Act of 2002;
48.
With
respect to each Mortgage Loan subject to a Prepayment Charge, such Prepayment
Charge, at the time of the origination of the related Mortgage Loan, is
enforceable and in compliance with all applicable local, state and federal
law;
49.
[Reserved];
50.
As
of the
related Closing Date, the Mortgaged Property is being primarily used as a
Residential Dwelling for residential purposes;
51.
The
Company has obtained a life of loan, transferable real estate tax service
contract on each Mortgage Loan and such contract is assignable without penalty,
premium or cost to the Purchaser;
52. The
Company has obtained a life of loan, transferable flood certification contract
for each Mortgage Loan and such contract is assignable without penalty, premium
or cost to the Purchaser;
53.
The
Mortgage Loans conform in all material respects to the Underwriting
Guidelines;
54.
No
Mortgage Loan originated on or after October 1, 2002 and before March 7,
2003 is
secured by a Mortgaged Property located in the State of Georgia; No Mortgage
Loan that was originated on or after March 7, 2003, is a “high-cost home loan”
as defined under the Georgia Fair Lending Act;
55.
No
Mortgagor was required to purchase any credit insurance product (e.g., life,
mortgage, disability, accident, unemployment or health insurance product)
or
debt cancellation agreement as a condition of obtaining the extension of
credit.
No Mortgagor obtained a prepaid single premium credit life, mortgage,
disability, accident, unemployment or health insurance product in connection
with the origination of the Mortgage Loan. No proceeds from any Mortgage
Loan
were used to finance single-premium credit insurance policies;
56.
No
subprime Mortgage Loan originated on or after October 1, 2002 will impose
a
Prepayment Charge for a term in excess of three years; No Mortgage Loan
originated prior to such date nor any non-subprime Mortgage Loan will impose
prepayment charges in excess of five years;
57.
In
connection with any Mortgage Loan, the Interim Servicer has fully furnished,
and
will fully furnish in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information (i.e., favorable
and
unfavorable) on its borrower credit files to Equifax, Experian and Trans
Union
Credit Information Company, on a monthly basis;
58.
No
subprime Mortgage Loan originated on or after October 1, 2002 will impose
a
Prepayment Charge for a term in excess of three years; No Mortgage Loan
originated prior to such date nor any non-subprime Mortgage Loan will impose
prepayment charges in excess of five years;
59.
No
Mortgage Loan is a “high cost”, “covered” or similarly classified loans as
defined by the applicable federal, state or local predatory and abusive lending
laws nor is any loan a High Cost Loan or Covered Loan, as applicable (as
such
terms are defined in the then current Standard & Poor’s LEVELS Glossary
Revised, Appendix E);
60.
No
fraud
was committed in connection with the origination of any Mortgage Loan; provided,
however, the Company does not represent or warrant the accuracy of the
qualifying income stated by the related Mortgagor(s) in connection with a
Mortgage Loan that does not require income verification as defined in the
Underwriting Guidelines;
61. The
Mortgaged Property is free from any and all toxic or hazardous substances,
other
than those commonly used for homeowner repair and maintenance and/or household
purposes, and there exists no pending action or proceeding directly involving
the Mortgaged Property in which compliance with any environmental law, rule
or
regulation is an issue;
62.
The
Mortgage Loan was not prepaid in full prior to the related Closing
Date;
63.
The
Company has materially complied with all applicable anti-money laundering
laws
and regulations, including without limitation the USA Patriot Act of
2001;
64.
With
respect to any Mortgage Loan or the underlying security related thereto,
neither
the related Mortgage nor the related Mortgage Note requires the Mortgagor
to
submit to arbitration to resolve any dispute arising out of or relating in
any
way thereto; and
65.
With
respect to each second lien Mortgage Loan, such Mortgage Loan was originated
in
connection with the origination of a first lien Mortgage Loan on the related
Mortgaged Property.
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated July 13, 2006, (“Agreement”)
among
Greenwich Capital Financial Products, Inc. (“Assignor”),
Financial Asset Securities Corp. (“Assignee”)
and
Aames Capital Corp. (the “Company”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
Assignment
and Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
all of the right, title and interest of the Assignor, as purchaser, in, to
and
under (a) those certain Mortgage Loans listed as being originated by the
Company
on the schedule (the “Mortgage
Loan Schedule”)
attached hereto as Exhibit A (the “Mortgage
Loans”)
and
(b) that certain Master Mortgage Loan Purchase and Interim Servicing Agreement
dated as of January 1, 2005, as amended (the “Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, solely insofar as the Purchase Agreement relates
to the
Mortgage Loans.
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and any obligations of
the
Assignor with respect to any mortgage loans subject to the Purchase Agreement
which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
and are
not the subject of this Agreement.
Recognition
of the Company
2. From
and
after the date hereof, the Company shall and does hereby recognize that the
Assignee will transfer the Mortgage Loans and assign its rights under the
Purchase Agreement (solely to the extent set forth herein) and this Agreement
to
Soundview Home Loan Trust 2006-A (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of June 1,
2006
(the “Pooling
Agreement”),
among
the Assignee, ▇▇▇▇▇▇ Loan Servicing LP, as servicer (the “Servicer”) and
Deutsche Bank National Trust Company, as trustee (including its successors
in
interest and any successor trustees under the Pooling Agreement, the
“Trustee”).
The
Company hereby acknowledges and agrees that from and after the date hereof
(i) the Trust will be the owner of the Mortgage Loans, (ii) the
Company shall look solely to the Trust for performance of any obligations
of the
Assignor insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Mortgage Loans, (iii) the
Trust (including the Trustee and the Servicer acting on the Trust’s behalf)
shall have all the rights and remedies available to the Assignor, insofar
as
they relate to the Mortgage Loans, under the Purchase Agreement, including,
without limitation, the enforcement of the document delivery requirements
and
remedies with respect to breaches of representations and warranties set forth
in
the Purchase Agreement, and shall be entitled to enforce all of the obligations
of the Company thereunder insofar as they relate to the Mortgage Loans, and
(iv) all references to the Purchaser (insofar as they relate to the rights,
title and interest and, with respect to obligations of the Purchaser, only
insofar as they relate to the enforcement of the representations, warranties
and
covenants of the Company) or the Custodian under the Purchase Agreement insofar
as they relate to the Mortgage Loans, shall be deemed to refer to the Trust
(including the Trustee and the Servicer acting on the Trust’s behalf). Neither
the Company nor the Assignor shall amend or agree to amend, modify, waive,
or
otherwise alter any of the terms or provisions of the Purchase Agreement
which
amendment, modification, waiver or other alteration would in any way affect
the
Mortgage Loans or the Company’s performance under the Purchase Agreement with
respect to the Mortgage Loans without the prior written consent of the
Trustee.
Representations
and Warranties of the Company
3. The
Company warrants and represents to the Assignor, the Assignee and the Trust
as
of the date hereof that:
(a) The
Company is duly organized, validly existing and in good standing under the
laws
of the jurisdiction of its incorporation;
(b)
The
Company has full power and authority to execute, deliver and perform its
obligations under this Agreement and has full power and authority to perform
its
obligations under the Purchase Agreement. The execution by the Company of
this
Agreement is in the ordinary course of the Company’s business and will not
conflict with, or result in a breach of, any of the terms, conditions or
provisions of the Company’s charter or bylaws or any legal restriction, or any
material agreement or instrument to which the Company is now a party or by
which
it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Company or its property is subject. The
execution, delivery and performance by the Company of this Agreement have
been
duly authorized by all necessary corporate action on the part of the Company.
This Agreement has been duly executed and delivered by the Company and, upon
the
due authorization, execution and delivery by the Assignor and the Assignee,
will
constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms except as enforceability
may be
limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors’ rights generally, and by
general principles of equity regardless of whether enforceability is considered
in a proceeding in equity or at law; and
(c)
No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
the Company in connection with the execution, delivery or performance by
the
Company of this Agreement.
4. Pursuant
to Section 12 of the Purchase Agreement, the Company hereby represents and
warrants, for the benefit of the Assignor, the Assignee and the Trust, that
the
representations and warranties (i) set forth in ▇▇▇▇▇▇▇▇ ▇.▇▇ (▇), (▇), (▇),
(▇), (▇), (▇), (▇) and (tt) of the Agreement are true and correct as of the
date
that the Mortgage Loans were purchased from the Company, (ii) set forth in
Section 7.01 of the Agreement are true and correct as of the date hereof,
and
(iii) set forth in Section 7.02 of the Agreement (other than those listed
in
clause (a) herein) are true and correct as of the date that the Company
transferred the servicing of the Mortgage Loans, except that the representation
and warranty set forth in Section 7.02(i) of the Agreement shall, for
purposes of this Agreement, relate to the Mortgage Loan Schedule attached
hereto.
5. The
Assignor hereby represents and warrants that to the best of the Assignor’s
knowledge, nothing has occurred in the period of time from the Closing Date
(as
defined in the Purchase Agreement) to the date hereof which would cause such
representation and warranties referred to in Section 4 (i) herein to be untrue
in any material respect as of the date hereof.
Remedies
for Breach of Representations and Warranties
6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee and the Servicer
acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections
3 and 4
hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
as if they were set forth herein (including without limitation the repurchase
and indemnity obligations set forth therein).
The
Assignor hereby acknowledges and agrees that the remedies available to the
Assignee and the Trust (including the Trustee and the Servicers acting on
the
Trust’s behalf) in connection with any breach of the representations and
warranties made by the Assignor set forth in Section 5 hereof shall be as
set
forth in Section 2.03 of the Pooling Agreement as if they were set forth
herein.
Notwithstanding
the foregoing, the Assignor may, at its option, satisfy any obligation of
the
Company with respect to any breach of representation and warranty made by
the
Company regarding the Mortgage Loans.
Miscellaneous
7. This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
8. No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced, with the prior written consent of
the
Trustee.
9. This
Agreement shall inure to the benefit of (i) the successors and assigns of
the
parties hereto and (ii) the Trust (including the Trustee and the Servicer
acting
on the Trust’s behalf). Any entity into which Assignor, Assignee or Company may
be merged or consolidated shall, without the requirement for any further
writing, be deemed Assignor, Assignee or Company, respectively,
hereunder.
10. Each
of
this Agreement and the Purchase Agreement shall survive the conveyance of
the
Mortgage Loans and the assignment of the Purchase Agreement (to the extent
assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
and
nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.
11. This
Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall
constitute one and the same instrument.
12. In
the
event that any provision of this Agreement conflicts with any provision of
the
Purchase Agreement with respect to the Mortgage Loans, the terms of this
Agreement shall control.
Capitalized
terms used in this Agreement (including the exhibits hereto) but not defined
in
this Agreement shall have the meanings given to such terms in the Purchase
Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their
duly authorized officers as of the date first above written.
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GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.
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By:
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Name:
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Title:
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FINANCIAL
ASSET SECURITIES CORP.
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By:
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Name:
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Title:
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AAMES
CAPITAL CORPORATION
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By:
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Name:
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Title:
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EXHIBIT
A
Mortgage
Loan Schedule
AVAILABLE
UPON REQUEST
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated July 13, 2006, (“Agreement”)
among
Greenwich Capital Financial Products, Inc. (“Assignor”),
Financial Asset Securities Corp. (“Assignee”)
and
Countrywide Home Loans, Inc. (the “Company”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
Assignment
and Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
(x) all of the right, title and interest of the Assignor, as purchaser,
in, to
and under (a) those certain Mortgage Loans listed as being originated by
the
Company on the schedule (the “Mortgage
Loan Schedule”)
attached hereto as Exhibit A (the “Mortgage
Loans”)
and
(b) except as described below, that certain Master Mortgage Loan Purchase
and
Servicing Agreement dated as of March 1, 2004, as amended (the “Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, solely insofar as the Purchase Agreement relates
to the
Mortgage Loans and (y) other than as provided below with respect to the
enforcement of representations and warranties, none of the obligations
of the
Assignor under the Purchase Agreement.
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and any obligations
of the
Assignor with respect to any mortgage loans subject to the Purchase Agreement
which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
and are
not the subject of this Agreement.
Recognition
of the Company
2. From
and
after the date hereof, the Company shall and does hereby recognize that
the
Assignee will transfer the Mortgage Loans and assign its rights under the
Purchase Agreement (solely to the extent set forth herein) and this Agreement
to
Soundview Home Loan Trust 2006-A (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of June
1, 2006
(the “Pooling
Agreement”),
among
the Assignee, ▇▇▇▇▇▇ Loan Servicing LP as servicer (including their successors
in interest and any successor servicers under the Pooling Agreement, the
“Servicer”) and Deutsche Bank National Trust Company, as trustee (including its
successors in interest and any successor trustees under the Pooling Agreement,
the “Trustee”). The Company hereby acknowledges and agrees that from and after
the date hereof (i) the Trust will be the owner of the Mortgage Loans,
(ii) the Company shall look solely to the Trust for performance of any
obligations of the Assignor insofar as they relate to the enforcement of
the
representations, warranties and covenants with respect to the Mortgage
Loans,
(iii) the Trust (including the Trustee acting on the Trust’s behalf) shall
have all the rights and remedies available to the Assignor, insofar as
they
relate to the Mortgage Loans, under the Purchase Agreement, including,
without
limitation, the enforcement of the document delivery requirements and remedies
with respect to breaches of representations and warranties set forth in
the
Purchase Agreement, and shall be entitled to enforce all of the obligations
of
the Company thereunder insofar as they relate to the Mortgage Loans, and
(iv) all references to the Purchaser (insofar as they relate to the rights,
title and interest and, with respect to obligations of the Purchaser, only
insofar as they relate to the enforcement of the representations, warranties
and
covenants of the Company) or the Custodian under the Purchase Agreement
insofar
as they relate to the Mortgage Loans, shall be deemed to refer to the Trust
(including the Trustee acting on the Trust’s behalf). Neither the Company nor
the Assignor shall amend or agree to amend, modify, waiver, or otherwise
alter
any of the terms or provisions of the Purchase Agreement which amendment,
modification, waiver or other alteration would in any way affect the Mortgage
Loans or the Company’s performance under the Purchase Agreement with respect to
the Mortgage Loans without the prior written consent of the
Trustee.
Representations
and Warranties of the Company
3. The
Company warrants and represents to the Assignor, the Assignee and the Trust
as
of the date hereof that:
(a) The
Company is duly organized, validly existing and in good standing under
the laws
of the jurisdiction of its incorporation;
(b) The
Company has full power and authority to execute, deliver and perform its
obligations under this Agreement and has full power and authority to perform
its
obligations under the Purchase Agreement. The execution by the Company
of this
Agreement is in the ordinary course of the Company’s business and will not
conflict with, or result in a breach of, any of the terms, conditions or
provisions of the Company’s charter or bylaws or any legal restriction, or any
material agreement or instrument to which the Company is now a party or
by which
it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Company or its property is subject. The
execution, delivery and performance by the Company of this Agreement have
been
duly authorized by all necessary corporate action on part of the Company.
This
Agreement has been duly executed and delivered by the Company, and, upon
the due
authorization, execution and delivery by the Assignor and the Assignee,
will
constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms except as enforceability
may be
limited by bankruptcy, reorganization, insolvency, moratorium or other
similar
laws now or hereafter in effect relating to creditors’ rights generally, and by
general principles of equity regardless of whether enforceability is considered
in a proceeding in equity or at law;
(c) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
the Company in connection with the execution, delivery or performance by
the
Company of this Agreement; and
(d) There
is
no action, suit, proceeding or investigation pending or, to the Company’s
knowledge, threatened against the Company, before any court, administrative
agency or other tribunal, which would draw into question the validity of
this
Agreement or the Purchase Agreement, or which, either in any one instance
or in
the aggregate, would result in any material adverse change in the ability
of the
Company to perform its obligations under this Agreement or the Purchase
Agreement, and the Company is solvent.
4. Pursuant
to Section 12 of the Purchase Agreement, the Company hereby represents
and
warrants, for the benefit of the Assignor, the Assignee and the Trust,
that the
representations and warranties set forth in Sections 7.01 and 7.02 of the
Purchase Agreement, were true and correct as of the related Closing Date
(as
defined in the Purchase Agreement).
5. The
Assignor hereby makes the following representations, warranties and covenants
as
of the date hereof:
(a)
To
the
best of the Assignor’s knowledge, nothing has occurred in the period of time
from the related Closing Date (as defined in the Purchase Agreement) to
the date
hereof which would cause such representation and warranties referred to
in
Section 4 herein to be untrue in any material respect as of the date
hereof;
(b) Each
Mortgage Loan at the time it was made complied in all material respects
with
applicable local, state, and federal laws, including, but not limited to,
all
applicable predatory and abusive and/or usury lending laws;
(c) None
of
the mortgage loans are High Cost as defined by any applicable predatory
and
abusive lending laws; and
(d) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as
such
terms are defined in the then current Standard & Poor’s LEVELS Glossary,
Appendix E);
(e) No
Mortgage Loans originated on or before October 1, 2002 through March 6,
2003 is
governed by the Georgia Fair Lending Act; and
(f) As
of
October 30, 2006 and any date thereafter, except with respect to 0.75%
of the
Mortgage Loans (by aggregate principal balance of the Mortgage Loans),
each
Mortgage Loan will be a “qualified mortgage” under Section 860G(a)(3) of the
Code.
Remedies
for Breach of Representations and Warranties
6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee and the Servicer
acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections
3 and 4
hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
as if
they were set forth herein (including without limitation the repurchase
and
indemnity obligations set forth therein);
provided, however, with respect to any representation of the Company which
materially and adversely affects the interests of any Prepayment Charge,
the
Company shall pay the amount of the scheduled Prepayment Charge by remitting
such amount to the Servicer for deposit into the Collection Account in
respect
of such Prepayment Charge.
The
Assignor hereby acknowledges and agrees that the remedies available to
the
Assignee and the Trust (including the Trustee and the Servicers acting
on the
Trust’s behalf) in connection with any breach of the representations and
warranties made by the Assignor set forth in Section 5 hereof shall be
as set
forth in Section 2.03 of the Pooling Agreement as if they were set forth
herein.
With
respect to the representations and warranties contained herein that are
made to
the knowledge or the best knowledge of the Assignor or as to which the
Assignor
has no knowledge, if it is discovered that the substance of any such
representation and warranty is inaccurate and the inaccuracy materially
and
adversely affects the value of the related Mortgage Loan, or the interest
therein of the Assignee or the Assignee’s, designee or transferee, then
notwithstanding the Assignor’s lack of knowledge with respect to the substance
of such representation and warranty being inaccurate at the time the
representation and warranty was made, such inaccuracy shall be deemed a
breach
of the applicable representation and warranty and the Assignor shall take
such
action described above in Section 5 of this Agreement.
Miscellaneous
7. This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance
with
such laws.
8. No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced, with the prior written consent of
the
Trustee.
9. This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee acting on the
Trust’s
behalf). Any entity into which Assignor, Assignee or Company may be merged
or
consolidated shall, without the requirement for any further writing, be
deemed
Assignor, Assignee or Company, respectively, hereunder.
10. Each
of
this Agreement and the Purchase Agreement shall survive the conveyance
of the
Mortgage Loans and the assignment of the Purchase Agreement (to the extent
assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
and
nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.
11. This
Agreement may be executed simultaneously in any number of counterparts.
Each
counterpart shall be deemed to be an original and all such counterparts
shall
constitute one and the same instrument.
12. In
the
event that any provision of this Agreement conflicts with any provision
of the
Purchase Agreement with respect to the Mortgage Loans, the terms of this
Agreement shall control.
13. Capitalized
terms used in this Agreement (including the exhibits hereto) but not defined
in
this Agreement shall have the meanings given to such terms in the Purchase
Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their
duly authorized officers as of the date first above written.
|
GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.
|
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By:
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Name:
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Title:
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FINANCIAL
ASSET SECURITIES CORP.
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By:
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Name:
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Title:
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COUNTRYWIDE
HOME LOANS, INC.
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By:
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Name:
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Title:
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EXHIBIT
A
Mortgage
Loan Schedule
AVAILABLE
UPON REQUEST
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated July 13, 2006, (“Agreement”)
among
Greenwich Capital Financial Products, Inc. (“Assignor”),
Financial Asset Securities Corp. (“Assignee”)
and
Fremont Investment & Loan (the “Company”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
Assignment
and Conveyance
1.
The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
(x) all of the right, title and interest of the Assignor, as purchaser,
in, to
and under (a) those certain Mortgage Loans listed as being originated by
the
Company on the schedule (the “Mortgage
Loan Schedule”)
attached hereto as Exhibit A (the “Mortgage
Loans”)
and
(b) except as described below, that certain Master
Mortgage Loan Purchase and Interim Servicing Agreement dated as of March
1,
2004,
as
amended (the “Purchase
Agreement”),
between the Assignor, as initial purchaser (the “Purchaser”),
and
the Company, as seller and interim servicer, solely insofar as the Purchase
Agreement relates to the Mortgage Loans and (y) other than as provided
below
with respect to the enforcement of representations and warranties, none
of the
obligations of the Assignor under the Purchase Agreement. Notwithstanding
the
foregoing, however, such assignment shall not include any Servicing Rights
with
respect to the Mortgage Loans.
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and any obligations
of the
Assignor with respect to any mortgage loans subject to the Purchase Agreement
which are not the mortgage loans set forth on the Mortgage Loan Schedule
and are
not the subject of this Agreement.
Recognition
of the Company
2.
From
and
after the date hereof, the Company shall and does hereby recognize that
the
Assignee will transfer the Mortgage Loans and assign its rights under the
Purchase Agreement (solely to the extent set forth herein) and this Agreement
to
Soundview Home Loan Trust 2006-A (the “Trust”) created pursuant to a Pooling and
Servicing Agreement, dated as of June 1, 2006 (the “Pooling Agreement”),
among
the
Assignee, ▇▇▇▇▇▇ Loan Servicing LP as servicer (including their successors
in
interest and any successor servicers under the Pooling Agreement, the
“Servicer”) and Deutsche Bank National Trust Company, as trustee (including its
successors in interest and any successor trustees under the Pooling Agreement,
the “Trustee”). The
Company hereby acknowledges and agrees that from and after the date hereof
(i) the Trust will be the owner of the Mortgage Loans, (ii) the
Company shall look solely to the Trust for performance of any obligations
of the
Assignor insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Mortgage Loans, (iii) the
Trust (including the Trustee and the Servicers acting on the Trust’s behalf)
shall have all the rights and remedies available to the Assignor, insofar
as
they relate to the Mortgage Loans, under the Purchase Agreement, including,
without limitation, the enforcement of the document delivery requirements
and
remedies with respect to breaches of representations and warranties set
forth in
the Purchase Agreement, and shall be entitled to enforce all of the obligations
of the Company thereunder insofar as they relate to the Mortgage Loans,
and
(iv) all references to the Purchaser (insofar as they relate to the rights,
title and interest and, with respect to obligations of the Purchaser, only
insofar as they relate to the enforcement of the representations, warranties
and
covenants of the Company) or the Custodian under the Purchase Agreement
insofar
as they relate to the Mortgage Loans, shall be deemed to refer to the Trust
(including the Trustee and the Servicers acting on the Trust’s behalf). Neither
the Company nor the Assignor shall amend or agree to amend, modify, waiver,
or
otherwise alter any of the terms or provisions of the Purchase Agreement
which
amendment, modification, waiver or other alteration would in any way affect
the
Mortgage Loans or the Company’s performance under the Purchase Agreement with
respect to the Mortgage Loans without the prior written consent of the
Trustee.
Representations
and Warranties of the Company
3.
The
Company warrants and represents to the Assignor, the Assignee and the Trust
as
of the date hereof that:
(a) The
Company is duly organized, validly existing and in good standing under
the laws
of the jurisdiction of its incorporation;
(b) The
Company has full power and authority to execute, deliver and perform its
obligations under this Agreement and has full power and authority to perform
its
obligations under the Purchase Agreement. The execution by the Company
of this
Agreement is in the ordinary course of the Company’s business and will not
conflict with, or result in a breach of, any of the terms, conditions or
provisions of the Company’s charter or bylaws or any legal restriction, or any
material agreement or instrument to which the Company is now a party or
by which
it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Company or its property is subject. The
execution, delivery and performance by the Company of this Agreement have
been
duly authorized by all necessary corporate action on part of the Company.
This
Agreement has been duly executed and delivered by the Company, and, upon
the due
authorization, execution and delivery by the Assignor and the Assignee,
will
constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms except as enforceability
may be
limited by bankruptcy, reorganization, insolvency, moratorium or other
similar
laws now or hereafter in effect relating to creditors’ rights generally, and by
general principles of equity regardless of whether enforceability is considered
in a proceeding in equity or at law;
(c) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
the Company in connection with the execution, delivery or performance by
the
Company of this Agreement;
(d) There
is
no action, suit, proceeding or investigation pending or threatened against
the
Company, before any court, administrative agency or other tribunal, which
would
draw into question the validity of this Agreement or the Purchase Agreement,
or
which, either in any one instance or in the aggregate, would result in
any
material adverse change in the ability of the Company to perform its obligations
under this Agreement or the Purchase Agreement, and the Company is solvent;
4. Pursuant
to Section 12 of the Purchase Agreement, the Company hereby represents and
warrants, for the benefit of the Assignor, the Assignee and the Trust,
that the
representations and warranties (i) set forth in Sections 7.02 (i), (ii),
(iii),
(iv), (v), (vi), (xvii), (xix), (xxiii), (xxiv), (xli), (liii) and (lxviii)
of
the Agreement are true and correct as of the date that the Mortgage Loans
were
purchased from the Company, (ii) set forth in Section 7.01 of the Agreement
are
true and correct as of the date hereof, and (iii) set forth in Section
7.02 of
the Agreement (other than those listed in clause (i) herein) are true and
correct as of the date that the Company transferred the servicing of the
Mortgage Loans, except that the representation and warranty set forth in
Section 7.02(i) of the Agreement shall, for purposes of this Agreement,
relate to the Mortgage Loan Schedule attached hereto.
5.
The
Assignor hereby makes the following representations, warranties and covenants
as
of the date hereof:
(a) To
the
best of the Assignor’s knowledge, nothing has occurred in the period of time
from the date that servicing was transferred by the Company to the date
hereof
which would cause such representation and warranties referred to in Section
4
herein to be untrue in any material respect as of the date hereof;
and
(b) Each
Mortgage Loan at the time it was made complied in all material respects
with
applicable local, state, and federal laws, including, but not limited to,
all
applicable predatory and abusive lending laws;
(c) None
of
the mortgage loans are High Cost as defined by any applicable predatory
and
abusive and/or usury lending laws; and
(d) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as
such
terms are defined in the then current Standard & Poor’s LEVELS Glossary,
Appendix E);
(e) No
Mortgage Loans originated on or before October 1, 2002 through March 6,
2003 is
governed by the Georgia Fair Lending Act; and
(f) As
of
October 30, 2006 and any date thereafter, except with respect to 0.75%
of the
Mortgage Loans (by aggregate principal balance of the Mortgage Loans),
each
Mortgage Loan will be a “qualified mortgage” under Section 860G(a)(3) of the
Code.
Remedies
for Breach of Representations and Warranties
6.
The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee and the Servicers
acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections
3 and 4
hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
as if
they were set forth herein (including without limitation the repurchase
and
indemnity obligations set forth therein).
The
Assignor hereby acknowledges and agrees that the remedies available to
the
Assignee and the Trust (including the Trustee and the Servicers acting
on the
Trust’s behalf) in connection with any breach of the representations and
warranties made by the Assignor set forth in Section 5 hereof shall be
as set
forth in Section 2.03 of the Pooling Agreement as if they were set forth
herein.
With
respect to the representations and warranties contained herein that are
made to
the knowledge or the best knowledge of the Assignor or as to which the
Assignor
has no knowledge, if it is discovered that the substance of any such
representation and warranty is inaccurate and the inaccuracy materially
and
adversely affects the value of the related Mortgage Loan, or the interest
therein of the Assignee or the Assignee’s, designee or transferee, then
notwithstanding the Assignor’s lack of knowledge with respect to the substance
of such representation and warranty being inaccurate at the time the
representation and warranty was made, such inaccuracy shall be deemed a
breach
of the applicable representation and warranty and the Assignor shall take
such
action described above in Section 5 of this Agreement.
Miscellaneous
7.
This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance
with
such laws.
8.
No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced, with the prior written consent of
the
Trustee.
9.
This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee and the Servicers
acting on the Trust’s behalf). Any entity into which Assignor, Assignee or
Company may be merged or consolidated shall, without the requirement for
any
further writing, be deemed Assignor, Assignee or Company, respectively,
hereunder.
10.
Each
of
this Agreement and the Purchase Agreement shall survive the conveyance
of the
Mortgage Loans and the assignment of the Purchase Agreement (to the extent
assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
and
nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.
11.
This
Agreement may be executed simultaneously in any number of counterparts.
Each
counterpart shall be deemed to be an original and all such counterparts
shall
constitute one and the same instrument.
12. In
the
event that any provision of this Agreement conflicts with any provision
of the
Purchase Agreement with respect to the Mortgage Loans, the terms of this
Agreement shall control.
13.
Capitalized
terms used in this Agreement (including the exhibits hereto) but not defined
in
this Agreement shall have the meanings given to such terms in the Purchase
Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their
duly authorized officers as of the date first above written.
|
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
|
||
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By:
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||
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Name:
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||
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Title:
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||
|
FINANCIAL ASSET SECURITIES
CORP.
|
||
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By:
|
||
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Name:
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||
|
Title:
|
||
|
FREMONT INVESTMENT & LOAN
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
EXHIBIT
A
Mortgage
Loan Schedule
AVAILABLE
UPON REQUEST
ASSIGNMENT
AGREEMENT
THIS
ASSIGNMENT AGREEMENT, dated July 13, 2006, (“Agreement”)
between Greenwich Capital Financial Products, Inc. (“Assignor”),
Financial Asset Securities Corp. (“Assignee”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
Assignment
and Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
(x) all of the right, title and interest of the Assignor, as purchaser,
in, to
and under (a) those certain Mortgage Loans listed as being originated by
Long
Beach Mortgage Company (the “Company”) on the schedule (the “Mortgage
Loan Schedule”)
attached hereto as Exhibit A (the “Mortgage
Loans”)
and
(b) except as described below, that certain Mortgage Loan Purchase and
Interim
Servicing Agreement dated as of April 1, 2005 as amended (the “Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, solely insofar as the Purchase Agreement relates
to the
Mortgage Loans and (y) other than as provided below with respect to the
enforcement of representations and warranties, none of the obligations
of the
Assignor under the Purchase Agreement. Notwithstanding the foregoing, however,
such assignment shall not include any Servicing Rights with respect to
the
Mortgage Loans.
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and any obligations
of the
Assignor with respect to any mortgage loans subject to the Purchase Agreement
which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
and are
not the subject of this Agreement.
2. The
Assignor hereby makes the following representations, warranties and covenants
as
of the date hereof:
(a) To
the
best of the Assignor’s knowledge, nothing has occurred in the period of time
from the related Closing Date (as defined in the Purchase Agreement) to
the date
hereof which would cause the representations and warranties of the Company
set
forth in Sections 3.1 and 3.2 of the Purchase Agreement to be untrue in
any
material respect as of the date hereof;
(b) No
Mortgage Loan is subject to the requirements of the Home Ownership and
Equity
Protection Act of 1994 (“HOEPA”) and no Mortgage Loan is in violation of any
state law or ordinance similar to HOEPA;
(c) Each
Mortgage Loan at the time it was made complied in all material respects
with
applicable local, state, and federal laws, including, but not limited to,
all
applicable predatory and abusive lending laws;
(d) None
of
the mortgage loans are High Cost as defined by any applicable predatory
and
abusive and/or usury lending laws;
(e) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as
such
terms are defined in the then current Standard & Poor’s LEVELS Glossary,
Appendix E); and
(f) As
of
October 30, 2006 and any date thereafter, except with respect to 0.75%
of the
Mortgage Loans (by aggregate principal balance of the Mortgage Loans),
each
Mortgage Loan will be a “qualified mortgage” under Section 860G(a)(3) of the
Code.
Remedies
for Breach of Representations and Warranties
3. The
Assignor hereby acknowledges and agrees that the remedies available to
the
Assignee and the Trust (including the Trustee and the Servicers acting
on the
Trust’s behalf) in connection with any breach of the representations and
warranties made by the Assignor set forth in Section 3 hereof shall be
as set
forth in Section 2.03 of the Pooling Agreement as if they were set forth
herein.
With respect to the representations and warranties contained herein that
are
made to the knowledge or the best knowledge of the Assignor or as to which
the
Assignor has no knowledge, if it is discovered that the substance of any
such
representation and warranty is inaccurate and the inaccuracy materially
and
adversely affects the value of the related Mortgage Loan, or the interest
therein of the Assignee or the Assignee’s, designee or transferee, then
notwithstanding the Assignor’s lack of knowledge with respect to the substance
of such representation and warranty being inaccurate at the time the
representation and warranty was made, such inaccuracy shall be deemed a
breach
of the applicable representation and warranty and the Assignor shall take
such
action described above in Section 3 of this Agreement.
Miscellaneous
4. This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance
with
such laws.
5. No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced, with the prior written consent of
the
Trustee.
6. This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee and the Servicer
acting
on the Trust’s behalf). Any entity into which Assignor, Assignee or Company may
be merged or consolidated shall, without the requirement for any further
writing, be deemed Assignor, Assignee or Company, respectively, hereunder.
7. Each
of
this Agreement and the Purchase Agreement shall survive the conveyance
of the
Mortgage Loans and the assignment of the Purchase Agreement (to the extent
assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
and
nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.
8. This
Agreement may be executed simultaneously in any number of counterparts.
Each
counterpart shall be deemed to be an original and all such counterparts
shall
constitute one and the same instrument.
9. In
the
event that any provision of this Agreement conflicts with any provision
of the
Purchase Agreement with respect to the Mortgage Loans, the terms of this
Agreement shall control.
10. Capitalized
terms used in this Agreement (including the exhibits hereto) but not defined
in
this Agreement shall have the meanings given to such terms in the Purchase
Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their
duly authorized officers as of the date first above written.
|
GREENWICH
CAPITAL FINANCIAL
PRODUCTS,
INC.
|
||||||||||||||
|
By:
|
||||||||||||||
|
Name:
|
||||||||||||||
|
Title:
|
||||||||||||||
|
FINANCIAL
ASSET SECURITIES CORP.
|
||||||||||||||
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By:
|
|
|||||||||||||
|
Name:
|
||||||||||||||
|
Title:
|
||||||||||||||
Acknowledged:
|
LONG
BEACH MORTGAGE COMPANY
|
|||||||||||||
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By:
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|||||||||||||
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Name:
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|||||||||||||
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Title:
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|||||||||||||
EXHIBIT
A
Mortgage
Loan Schedule
AVAILABLE
UPON REQUEST
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated July 13, 2006, (“Agreement”)
among
Greenwich Capital Financial Products, Inc. (“Assignor”),
Financial Asset Securities Corp. (“Assignee”)
and NC
Capital Corp. (the “Company”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
Assignment
and Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
(x) all of the right, title and interest of the Assignor, as purchaser,
in, to
and under (a) those certain Mortgage Loans listed as being originated by
the
Company on the schedule (the “Mortgage
Loan Schedule”)
attached hereto as Exhibit A (the “Mortgage
Loans”)
and
(b) except as described below, that certain Master Mortgage Loan Purchase
and
Interim Servicing Agreement dated as of April 1, 2005, as amended (the
“Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, solely insofar as the Purchase Agreement relates
to the
Mortgage Loans and (y) other than as provided below with respect to the
enforcement of representations and warranties, none of the obligations
of the
Assignor under the Purchase Agreement.
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and any obligations
of the
Assignor with respect to any mortgage loans subject to the Purchase Agreement
which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
and are
not the subject of this Agreement.
Recognition
of the Company
2. From
and
after the date hereof, the Company shall and does hereby recognize that
the
Assignee will transfer the Mortgage Loans and assign its rights under the
Purchase Agreement (solely to the extent set forth herein) and this Agreement
to
Soundview Home Loan Trust 2006-A (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of June
1, 2006
(the “Pooling
Agreement”),
among
the Assignee, Countrywide Home Loans Servicing LP, GMAC Mortgage Corporation
and
▇▇▇▇▇▇ Loan Servicing LP as servicers (including their successors in interest
and any successor servicers under the Pooling Agreement, the “Servicers”) and
Deutsche Bank National Trust Company, as trustee (including its successors
in
interest and any successor trustees under the Pooling Agreement, the “Trustee”).
The Company hereby acknowledges and agrees that from and after the date
hereof
(i) the Trust will be the owner of the Mortgage Loans, (ii) the
Company shall look solely to the Trust for performance of any obligations
of the
Assignor insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Mortgage Loans, (iii) the
Trust (including the Trustee acting on the Trust’s behalf) shall have all the
rights and remedies available to the Assignor, insofar as they relate to
the
Mortgage Loans, under the Purchase Agreement, including, without limitation,
the
enforcement of the document delivery requirements and remedies with respect
to
breaches of representations and warranties set forth in the Purchase Agreement,
and shall be entitled to enforce all of the obligations of the Company
thereunder insofar as they relate to the Mortgage Loans, and (iv) all
references to the Purchaser (insofar as they relate to the rights, title
and
interest and, with respect to obligations of the Purchaser, only insofar
as they
relate to the enforcement of the representations, warranties and covenants
of
the Company) or the Custodian under the Purchase Agreement insofar as they
relate to the Mortgage Loans, shall be deemed to refer to the Trust (including
the Trustee acting on the Trust’s behalf). Neither the Company nor the Assignor
shall amend or agree to amend, modify, waiver, or otherwise alter any of
the
terms or provisions of the Purchase Agreement which amendment, modification,
waiver or other alteration would in any way affect the Mortgage Loans or
the
Company’s performance under the Purchase Agreement with respect to the Mortgage
Loans without the prior written consent of the Trustee.
Representations
and Warranties of the Company
3. The
Company warrants and represents to the Assignor, the Assignee and the Trust
as
of the date hereof that:
(a) The
Company is duly organized, validly existing and in good standing under
the laws
of the jurisdiction of its incorporation;
(b) The
Company has full power and authority to execute, deliver and perform its
obligations under this Agreement and has full power and authority to perform
its
obligations under the Purchase Agreement. The execution by the Company
of this
Agreement is in the ordinary course of the Company’s business and will not
conflict with, or result in a breach of, any of the terms, conditions or
provisions of the Company’s charter or bylaws or any legal restriction, or any
material agreement or instrument to which the Company is now a party or
by which
it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Company or its property is subject. The
execution, delivery and performance by the Company of this Agreement have
been
duly authorized by all necessary corporate action on part of the Company.
This
Agreement has been duly executed and delivered by the Company, and, upon
the due
authorization, execution and delivery by the Assignor and the Assignee,
will
constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms except as enforceability
may be
limited by bankruptcy, reorganization, insolvency, moratorium or other
similar
laws now or hereafter in effect relating to creditors’ rights generally, and by
general principles of equity regardless of whether enforceability is considered
in a proceeding in equity or at law;
(c) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
the Company in connection with the execution, delivery or performance by
the
Company of this Agreement; and
(d) There
is
no action, suit, proceeding or investigation pending or threatened against
the
Company, before any court, administrative agency or other tribunal, which
would
draw into question the validity of this Agreement or the Purchase Agreement,
or
which, either in any one instance or in the aggregate, would result in
any
material adverse change in the ability of the Company to perform its obligations
under this Agreement or the Purchase Agreement, and the Company is
solvent.
4. Pursuant
to (and subject to the time periods set forth in) Section 12 of the Purchase
Agreement, the Company hereby represents and warrants, for the benefit
of the
Assignor, the Assignee and the Trust, that the representations and warranties
set forth in Sections 7.01 and 7.02 of the Purchase Agreement, are true
and
correct as of the date hereof as if such representations and warranties
were
made on the date hereof, except that the representation and warranty set
forth
in Section 7.02(i) shall, for purposes of this Agreement, relate to the
Mortgage
Loan Schedule attached hereto.
5. The
Assignor hereby makes the following representations, warranties and covenants
as
of the date hereof:
(a)
To
the
best of the Assignor’s knowledge, nothing has occurred in the period of time
from the related Closing Date (as defined in the Purchase Agreement) to
the date
hereof which would cause such representation and warranties referred to
in
Section 4 herein to be untrue in any material respect as of the date hereof;
(b) Each
Mortgage Loan at the time it was made complied in all material respects
with
applicable local, state, and federal laws, including, but not limited to,
all
applicable predatory and abusive and/or usury lending laws;
(c) None
of
the mortgage loans are High Cost as defined by any applicable predatory
and
abusive lending laws;
(d) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as
such
terms are defined in the then current Standard & Poor’s LEVELS Glossary,
Appendix E); and
(e) As
of
October 30, 2006 and any date thereafter, except with respect to 0.75%
of the
Mortgage Loans (by aggregate principal balance of the Mortgage Loans),
each
Mortgage Loan will be a “qualified mortgage” under Section 860G(a)(3) of the
Code.
Remedies
for Breach of Representations and Warranties
6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee and the Servicer
acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections
3 and 4
hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
as if
they were set forth herein (including without limitation the repurchase
and
indemnity obligations set forth therein).
The
Assignor hereby acknowledges and agrees that the remedies available to
the
Assignee and the Trust (including the Trustee and the Servicers acting
on the
Trust’s behalf) in connection with any breach of the representations and
warranties made by the Assignor set forth in Section 5 hereof shall be
as set
forth in Section 2.03 of the Pooling Agreement as if they were set forth
herein.
With
respect to the representations and warranties contained herein that are
made to
the knowledge or the best knowledge of the Assignor or as to which the
Assignor
has no knowledge, if it is discovered that the substance of any such
representation and warranty is inaccurate and the inaccuracy materially
and
adversely affects the value of the related Mortgage Loan, or the interest
therein of the Assignee or the Assignee’s, designee or transferee, then
notwithstanding the Assignor’s lack of knowledge with respect to the substance
of such representation and warranty being inaccurate at the time the
representation and warranty was made, such inaccuracy shall be deemed a
breach
of the applicable representation and warranty and the Assignor shall take
such
action described above in Section 5 of this Agreement.
Miscellaneous
7. This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance
with
such laws.
8. No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced, with the prior written consent of
the
Trustee.
9. This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee and the Servicer
acting
on the Trust’s behalf). Any entity into which Assignor, Assignee or Company may
be merged or consolidated shall, without the requirement for any further
writing, be deemed Assignor, Assignee or Company, respectively,
hereunder.
10. Each
of
this Agreement and the Purchase Agreement shall survive the conveyance
of the
Mortgage Loans and the assignment of the Purchase Agreement (to the extent
assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
and
nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.
11. This
Agreement may be executed simultaneously in any number of counterparts.
Each
counterpart shall be deemed to be an original and all such counterparts
shall
constitute one and the same instrument.
12. In
the
event that any provision of this Agreement conflicts with any provision
of the
Purchase Agreement with respect to the Mortgage Loans, the terms of this
Agreement shall control.
13. Capitalized
terms used in this Agreement (including the exhibits hereto) but not defined
in
this Agreement shall have the meanings given to such terms in the Purchase
Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their
duly authorized officers as of the date first above written.
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GREENWICH
CAPITAL FINANCIAL
PRODUCTS,
INC.
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By:
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Name:
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Title:
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FINANCIAL
ASSET SECURITIES CORP.
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By:
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Name:
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Title:
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NC
CAPITAL CORP.
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By:
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Name:
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Title:
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EXHIBIT
A
Mortgage
Loan Schedule
AVAILABLE
UPON REQUEST
SCHEDULE
I
Capitalized
terms used in this Schedule I but not defined in this Agreement shall have
the
meanings given to such terms in the Purchase Agreement.
1. The
information set forth in the related Mortgage Loan Schedule is complete,
true
and correct in all respects as of the Cut-Off Date;
2. The
Mortgage Loan is in compliance with all requirements set forth in the related
Confirmation, and the characteristics of the related Mortgage Loan Package
as
set forth in the related Confirmation are true and correct, provided, however,
that in the event of any conflict between the terms of any Confirmation
and this
Agreement, the terms of this Agreement shall control;
3. All
payments required to be made up to the close of business on the Closing
Date for
such Mortgage Loan under the terms of the Mortgage Note have been made,
neither
the Seller nor the Interim Servicer has not advanced funds, or induced,
solicited or knowingly received any advance of funds from a party other
than the
owner of the related Mortgaged Property, directly or indirectly, for the
payment
of any amount required by the Mortgage Note or Mortgage; and there has
been no
delinquency, exclusive of any period of grace, in any payment by the Mortgagor
thereunder since the origination of the Mortgage Loan;
4. There
are
no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
5. The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, recorded, or in
the
process of being recorded in the applicable public recording office if
necessary
to maintain the lien priority of the Mortgage, and which have been delivered
or
will be delivered to the Custodian on behalf of the Purchaser; the substance
of
any such waiver, alteration or modification has been approved by the insurer
under the Primary Insurance Policy, if any, and the title insurer, to the
extent
required by the related policy, and is reflected on the related Mortgage
Loan
Schedule. No instrument of waiver, alteration or modification has been
executed,
and no Mortgagor has been released, in whole or in part, except in connection
with an assumption agreement approved by the insurer under the Primary
Insurance
Policy, if any, and the title insurer, to the extent required by the policy,
and
which assumption agreement has been delivered to the Custodian and the
terms of
which are reflected in the related Mortgage Loan Schedule;
6. The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or
the
exercise of any right thereunder, render the Mortgage unenforceable, in
whole or
in part, or subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto.
Each
Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
enforceable and collectible under applicable federal, state and local
law;
7. All
buildings upon the Mortgaged Property are insured by an insurer acceptable
to
FNMA and FHLMC against loss by fire, hazards of extended coverage and such
other
hazards as are customary in the area where the Mortgaged Property is located,
pursuant to insurance policies conforming to the requirements of the Servicing
Addendum. All such insurance policies contain a standard mortgagee clause
naming
the Interim Servicer, its successors and assigns as mortgagee and all premiums
thereon have been paid. If the Mortgaged Property is in an area identified
on a
Flood Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
Management Agency as having special flood hazards (and such flood insurance
has
been made available) a flood insurance policy meeting the requirements
of the
current guidelines of the Federal Insurance Administration is in effect
which
policy conforms to the requirements of FNMA and FHLMC. The Mortgage obligates
the Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost
and expense, and on the Mortgagor’s failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at Mortgagor’s cost and expense and to
seek reimbursement therefor from the Mortgagor;
8. Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures,
predatory and abusive lending, consumer credit protection, equal credit
opportunity, fair housing or disclosure laws applicable to the origination
and
servicing of mortgage loans of a type similar to the Mortgage Loans have
been
complied with;
9. The
Mortgage has not been satisfied, cancelled, subordinated or rescinded,
in whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed
that
would effect any such satisfaction, cancellation, subordination, rescission
or
release;
10. The
Mortgage (including any Negative Amortization which may arise thereunder)
is a
valid, existing and enforceable first or second (as indicated on the Mortgage
Loan Schedule) lien on the Mortgaged Property, including all improvements
on the
Mortgaged Property subject only to (a) the lien of current real property
taxes
and assessments not yet due and payable, (b) covenants, conditions and
restrictions, rights of way, easements and other matters of the public
record as
of the date of recording being acceptable to mortgage lending institutions
generally and specifically referred to in the lender’s title insurance policy
delivered to the originator of the Mortgage Loan and which do not adversely
affect the Appraised Value of the Mortgaged Property, (c) to the extent
the
Mortgage Loan is a second lien Mortgage Loan, the related first lien on
the
Mortgaged Property; and (d) other matters to which like properties are
commonly
subject which do not materially interfere with the benefits of the security
intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property. Any security agreement,
chattel
mortgage or equivalent document related to and delivered in connection
with the
Mortgage Loan establishes and creates a valid, existing and enforceable
first or
second (as indicated on the Mortgage Loan Schedule) lien and first or second
(as
indicated on the Mortgage Loan Schedule) priority security interest on
the
property described therein and the Seller has full right to sell and assign
the
same to the Purchaser, subject to (a)-(d) above. The Mortgaged Property
was not,
as of the date of origination of the Mortgage Loan, subject to a mortgage,
deed
of trust, deed to secure debt or other security instrument creating a lien
subordinate to the lien of the Mortgage;
11. The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance
with its
terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement
of
creditors’ rights generally and by law;
12. All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person;
13. The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement and as to disbursements of any escrow funds therefor
have
been complied with. All costs, fees and expenses incurred in making or
closing
the Mortgage Loan and the recording of the Mortgage have been paid, and
the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
14. The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage and has full right to transfer and sell the Mortgage Loan
to
the Purchaser free and clear of any encumbrance, equity, lien, pledge,
charge,
claim or security interest;
15. All
parties which have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held
and disposed of such interest, were) in compliance with any and all applicable
“doing business” and licensing requirements of the laws of the state wherein the
Mortgaged Property is located;
16. The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
title insurance policy (which, in the case of an Adjustable Rate Mortgage
Loan
has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or
6.1),
issued by a title insurer acceptable to FNMA and FHLMC and qualified to
do
business in the jurisdiction where the Mortgaged Property is located, insuring
(subject to the exceptions contained in (x)(a) and (b) above) the Interim
Servicer, its successors and assigns as to the first or second (as indicated
on
the Mortgage Loan Schedule) priority lien of the Mortgage in the original
principal amount of the Mortgage Loan (including, if the Mortgage Loan
provides
for negative amortization, the maximum amount of Negative Amortization
in
accordance with the Mortgage) and, with respect to any Adjustable Rate
Mortgage
Loan, against any loss by reason of the invalidity or unenforceability
of the
lien resulting from the provisions of the Mortgage providing for adjustment
in
the Mortgage Interest Rate, Monthly Payment and Negative Amortization provisions
of the Mortgage Note. Additionally, such lender's title insurance policy
affirmatively insures ingress and egress to and from the Mortgaged Property,
and
against encroachments by or upon the Mortgaged Property or any interest
therein.
The Interim Servicer is the sole insured of such lender's title insurance
policy, and such lender’s title insurance policy is in full force and effect and
will be in full force and effect upon the consummation of the transactions
contemplated by this Agreement. No claims have been made under such lender's
title insurance policy, and no prior holder of the related Mortgage, including
the Interim Servicer, has done, by act or omission, anything which would
impair
the coverage of such lender's title insurance policy;
17. There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the Mortgage Note and, to the Seller’s or the Interim Servicer’s
knowledge, no event which, with the passage of time or with notice and
the
expiration of any grace or cure period, would constitute a default, breach,
violation or event of acceleration, and neither the Seller nor the Interim
Servicer has not waived any default, breach, violation or event of acceleration.
With respect to each Second Lien Mortgage Loan (i) the First Lien Mortgage
Loan
is in full force and effect, (ii) to of Seller’s knowledge, there is no default,
breach, violation or event of acceleration existing under such first lien
Mortgage or the related Mortgage Note, (iii) no event which, with the passage
of
time or with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration thereunder,
(iv) either (A) the first lien Mortgage contains a provision which allows
or (B)
applicable law requires, the Mortgagee under the Second Lien Mortgage Loan
to
receive notice of, and affords such Mortgagee an opportunity to cure any
default
by payment in full or otherwise under the first lien Mortgage, and (v)
either no
consent for the Mortgage Loan is required by the holder of the first lien
or
such consent has been obtained and is contained in the Mortgage
File;
18. There
are
no mechanics’ or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under law could give rise
to
such lien) affecting the related Mortgaged Property which are or may be
liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
19. As
of the
date of origination of the Mortgage Loan, all improvements which were considered
in determining the Appraised Value of the related Mortgaged Property lay
wholly
within the boundaries and building restriction lines of the Mortgaged Property,
and no improvements on adjoining properties encroach upon the Mortgaged
Property;
20. The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar banking institution which
is
supervised and examined by a federal or state authority, or by a mortgagee
approved as such by the Secretary of HUD;
21. Principal
payments on the Mortgage Loan shall commence (with respect to any newly
originated Mortgage Loans) or commenced no more than sixty days after the
proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest
at the Mortgage Interest Rate. With respect to each Mortgage Loan which
is not a
Negative Amortization Loan, the Mortgage Note is payable on the first day
of
each month in Monthly Payments, which, in the case of a Fixed Rate Mortgage
Loans, are sufficient to fully amortize the original principal balance
over the
original term thereof (other than with respect to a Mortgage Loan identified
on
the related Mortgage Loan Schedule as an interest-only Mortgage Loan during
the
interest-only period) and to pay interest at the related Mortgage Interest
Rate,
and, in the case of an Adjustable Rate Mortgage Loan, are changed on each
Adjustment Date, and in any case, are sufficient to fully amortize the
original
principal balance over the original term thereof (other than with respect
to a
Mortgage Loan identified on the related Mortgage Loan Schedule as an
interest-only Mortgage Loan during the interest-only period) and to pay
interest
at the related Mortgage Interest Rate. With respect to each Negative
Amortization Mortgage Loan, the related Mortgage Note requires a Monthly
Payment
which is sufficient during the period following each Payment Adjustment
Date, to
fully amortize the outstanding principal balance as of the first day of
such
period (including any Negative Amortization) over the remaining term of
such
Mortgage Note and to pay interest at the related Mortgage Interest Rate;
provided, that the Monthly Payment shall not increase to an amount that
exceeds
107.5% of the amount of the Monthly Payment that was due immediately prior
to
the Payment Adjustment Date; provided, further, that the payment adjustment
cap
shall not be applicable with respect to the adjustment made to the Monthly
Payment that occurs in a year in which the Mortgage Loan has been outstanding
for a multiple of 5 years and in any such year the Monthly Payment shall
be
adjusted to fully amortize the Mortgage Loan over the remaining term. With
respect to each Mortgage Loan identified on the Mortgage Loan Schedule
as an
interest-only Mortgage Loan, the interest-only period shall not exceed
ten (10)
years (or such other period specified on the Mortgage Loan Schedule) and
following the expiration of such interest-only period, the remaining Monthly
Payments shall be sufficient to fully amortize the original principal balance
over the remaining term of the Mortgage Loan and to pay interest at the
related
Mortgage Interest Rate. The Index for each Adjustable Rate Mortgage Loan
is as
defined in the related Confirmation. No Mortgage Loan is a Convertible
Mortgage
Loan;
22. The
origination, servicing and collection practices used with respect to each
Mortgage Note and Mortgage including, without limitation, the establishment,
maintenance and servicing of the Escrow Accounts and Escrow Payments, if
any,
since origination, have been in all respects legal, proper, prudent and
customary in the mortgage origination and servicing industry. The Mortgage
Loan
has been serviced by the Interim Servicer and any predecessor servicer
in
accordance with the terms of the Mortgage Note. With respect to escrow
deposits
and Escrow Payments, if any, all such payments are in the possession of,
or
under the control of, the Interim Servicer and there exist no deficiencies
in
connection therewith for which customary arrangements for repayment thereof
have
not been made. No escrow deposits or Escrow Payments or other charges or
payments due the Interim Servicer have been capitalized under any Mortgage
or
the related Mortgage Note and no such escrow deposits or Escrow Payments
are
being held by the Interim Servicer for any work on a Mortgaged Property
which
has not been completed;
23. The
Mortgaged Property is free of material damage and waste and there is no
proceeding pending for the total or partial condemnation thereof;
24. The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee’s sale or the right to foreclose the Mortgage subject to
applicable federal and state laws and judicial precedent with respect to
bankruptcy and rights of redemption. The Mortgagor has not notified either
the
Seller or the Interim Servicer and neither the Seller nor the Interim Servicer
has any knowledge of any relief requested or allowed to the Mortgagor under
the
Servicemembers Civil Relief Act;
25. The
Mortgage Loan was underwritten in accordance with the Interim Servicer’s
Underwriting Guidelines in effect at the time the Mortgage Loan was originated;
and the Mortgage Note and Mortgage are on forms acceptable to prudent mortgage
lending institutions in the secondary market;
26. The
Mortgage Note is not and has not been secured by any collateral except
the lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(x) above;
27. The
Mortgage File contains an appraisal of the related Mortgaged Property which
was
(a) with respect to each First Lien Mortgage Loan, was on appraisal form
1004 or
form 2055 with an interior inspection, or (b) with respect to each Second
Lien
Mortgage Loan, was on appraisal form 704, 1004, 2065 or 2055 with an exterior
only inspection, and (c) with respect to (a) or (b) above was made and
signed,
prior to the approval of the Mortgage Loan application, by a qualified
appraiser, duly appointed by the Seller or the Interim Servicer, who had
no
interest, direct or indirect in the Mortgaged Property or in any loan made
on
the security thereof, whose compensation is not affected by the approval
or
disapproval of the Mortgage Loan and who met the minimum qualifications
of FNMA
and FHLMC. Each appraisal of the Mortgage Loan was made in accordance with
the
relevant provisions of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989;
28.
In the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except
in
connection with a trustee’s sale after default by the Mortgagor;
29. No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by the Seller, the Interim Servicer, the Mortgagor, or anyone on behalf
of the
Mortgagor, (b) paid by any source other than the Mortgagor or (c) contains
any
other similar provisions which may constitute a “buydown” provision. The
Mortgage Loan is not a graduated payment mortgage loan and the Mortgage
Loan
does not have a shared appreciation or other contingent interest
feature;
30. The
Mortgagor has executed a statement to the effect that the Mortgagor has
received
all disclosure materials required by applicable law with respect to the
making
of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans,
and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage
Loans and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File;
31. No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of
a
Mortgaged Property;
32. Neither
the Seller, nor the Interim Servicer has any knowledge of any circumstances
or
condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor
or
the Mortgagor’s credit standing that can reasonably be expected to cause the
Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan
to
become delinquent, or adversely affect the value of the Mortgage Loan,
in each
instance taking into account the relative Underwriting Guidelines applicable
to
the related Mortgagor;
33.
No
Mortgage Loan had an LTV at origination in excess of 100%. With respect
to any
Mortgage Loan which allows negative amortization, such Primary Insurance
Policy
contains provisions to cover the potential negative amortization of such
Mortgage Loan. All provisions of such Primary Insurance Policy have been
and are
being complied with, such policy is in full force and effect, and all premiums
due thereunder have been paid. Any Mortgage subject to any such Primary
Insurance Policy obligates the Mortgagor thereunder to maintain such insurance
and to pay all premiums and charges in connection therewith. The Mortgage
Interest Rate for the Mortgage Loan does not include any such insurance
premium;
34. The
Mortgaged Property is lawfully occupied under applicable law; all inspections,
licenses and certificates required to be made or issued with respect to
all
occupied portions of the Mortgaged Property and, with respect to the use
and
occupancy of the same, including but not limited to certificates of occupancy,
have been made or obtained from the appropriate authorities;
35. No
error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of any person, including
without limitation the Mortgagor, any appraiser, any builder or developer,
or
any other party involved in the origination of the Mortgage Loan or in
the
application of any insurance in relation to such Mortgage Loan;
36. As
to any
Mortgage Loan that is not a MOM Loan, the Assignment of Mortgage is in
recordable form (except with respect to the name of Assignee) and is acceptable
for recording under the laws of the jurisdiction in which the Mortgaged
Property
is located;
37. Any
principal advances made to the Mortgagor after the date of origination
of the
Mortgage Loan but prior to the Cut-off Date have been consolidated with
the
outstanding principal amount secured by the Mortgage, and the secured principal
amount, as consolidated, bears a single interest rate and single repayment
term.
The lien of the Mortgage securing the consolidated principal amount is
expressly
insured as having first lien priority by a title insurance policy, an
endorsement to the policy insuring the mortgagee's consolidated interest
or by
other title evidence acceptable to FNMA or FHLMC. The consolidated principal
amount does not exceed the original principal amount of the Mortgage Loan
plus
any Negative Amortization;
38. No
Mortgage Loan has a balloon payment feature;
39. If
the
Residential Dwelling on the Mortgaged Property is a condominium unit or
a unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of FNMA and FHLMC;
40. The
source of the down payment with respect to each Mortgage Loan has been
fully
verified by the Seller, if required by the Underwriting Guidelines;
41. Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
42. The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller, the Interim Servicer nor, to the Seller’s or
the Interim Servicer’s knowledge, the related Mortgagor, has received any notice
of any violation or potential violation of such law;
43. The
Seller shall, at its own expense, cause each Mortgage Loan to be covered
by a
Tax Service Contract which is assignable to the Purchaser or its designee;
provided however, that if the Seller fails to purchase such Tax Service
Contract, the Seller shall be required to reimburse the Purchaser for all
costs
and expenses incurred by the Purchaser in connection with the purchase
of any
such Tax Service Contract;
44. Each
Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
to
the Purchaser or its designee or, for each Mortgage Loan not covered by
such
Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone
Service Contract;
45. No
Mortgage Loan is (a) subject to the provisions of the Homeownership and
Equity
Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost” mortgage loan,
“covered” mortgage loan, “high risk home” mortgage loan or “predatory” mortgage
loan or any other comparable term, no matter how defined under any federal,
state or local law, (c) subject to any comparable federal, state or local
statutes or regulations, or any other statute or regulation providing for
heightened regulatory scrutiny or assignee liability to holders of such
mortgage
loans, or (d) a High Cost Loan or Covered Loan, as applicable (as such
terms are
defined in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix
E);
46. No
predatory or deceptive lending practices, including but not limited to,
the
extension of credit to a mortgagor without regard for the mortgagor’s ability to
repay the Mortgage Loan and the extension of credit to a mortgagor which
has no
apparent benefit to the mortgagor, were employed in connection with the
origination of the Mortgage Loan;
47. The
debt-to-income ratio of the related Mortgagor was not greater than 60%
at the
origination of the related Mortgage Loan;
48. No
Mortgagor was required to purchase any credit insurance product (e.g.,
life,
mortgage, disability, accident, unemployment or health insurance product)
or
debt cancellation agreement as a condition of obtaining the extension of
credit.
No Mortgagor obtained a prepaid single premium credit life, mortgage,
disability, accident, unemployment or health insurance product in connection
with the origination of the Mortgage Loan. No proceeds from any Mortgage
Loan
were used to purchase single premium credit insurance policies as part
of the
origination of, or as a condition to closing, such Mortgage Loan;
49. The
Mortgage Loans were not selected from the outstanding one to four-family
mortgage loans in the Seller’s portfolio at the related Closing Date as to which
the representations and warranties set forth in this Agreement could be
made in
a manner so as to affect adversely the interests of the Purchaser;
50. The
Mortgage contains an enforceable provision for the acceleration of the
payment
of the unpaid principal balance of the related Mortgage Loan in the event
that
the related Mortgaged Property is sold or transferred without the prior
written
consent of the mortgagee thereunder, except as such enforcement may be
limited
by bankruptcy, insolvency, reorganization, moratorium or other similar
laws
affecting the enforcement of creditors’ rights generally and by
law;
51. The
Mortgage Loan complies with all applicable consumer credit statutes and
regulations, including, without limitation, the respective Uniform Consumer
Credit Code laws in effect in Alabama, Colorado, Idaho, Indiana, Iowa,
Kansas,
Maine, Oklahoma, South Carolina, Utah, West Virginia and Wyoming, has been
originated by a properly licensed entity, and in all other respects, complies
with all of the material requirements of any such applicable laws;
52. The
information set forth in the Prepayment Charge Schedule is complete, true
and
correct in all material respects and each Prepayment Charge is permissible,
enforceable and collectable under applicable federal and state law as of
the
applicable Closing Date (except to the extent that the enforceability thereof
may be limited by bankruptcy, insolvency, moratorium, receivership and
other
similar laws relating to creditors’ rights generally or the collectability
thereof may be limited due to acceleration in connection with a
foreclosure);
53. The
Mortgage Loan was not prepaid in full prior to the Closing Date and the
Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
54. No
Mortgage Loan is secured by cooperative housing, commercial property or
mixed
use property;
55. Except
as
set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
are
subject to a prepayment penalty. For any Mortgage Loan originated prior
to
October 1, 2002 that is subject to a prepayment penalty, such prepayment
penalty does not extend beyond five years after the date of origination.
For any
Mortgage Loan originated on or following October 1, 2002 that is subject to
a prepayment penalty, such prepayment penalty does not extend beyond three
years
after the date of origination. With respect to any Mortgage Loan that contains
a
provision permitting imposition of a premium upon a prepayment prior to
maturity: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed to
such premium in exchange for a monetary benefit, including but not limited
to a
rate or fee reduction, (ii) prior to the Mortgage Loan’s origination, the
Mortgagor was offered the option of obtaining a Mortgage Loan that did
not
require payment of such a premium, (iii) the prepayment premium is disclosed
to
the Mortgagor in the loan documents pursuant to applicable state and federal
law, and (iv) notwithstanding any state or federal law to the contrary,
the
Interim Servicer shall not impose such prepayment premium in any instance
when
the mortgage debt is accelerated as the result of the Mortgagor’s default in
making the loan payments;
56. The
Seller and the Iinterim Servicer have complied with all applicable anti-money
laundering laws and regulations, including without limitation the USA Patriot
Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller and the
Interim Servicer have established an anti-money laundering compliance program
as
required by the Anti-Money Laundering Laws, has conducted the requisite
due
diligence in connection with the origination of each Mortgage Loan for
purposes
of the Anti-Money Laundering Laws, including with respect to the legitimacy
of
the applicable Mortgagor and the origin of the assets used by the said
Mortgagor
to purchase the property in question, and maintains, and will maintain,
sufficient information to identify the applicable Mortgagor for purposes
of the
Anti-Money Laundering Laws. No Mortgage Loan is subject to nullification
pursuant to Executive Order 13224 (the “Executive Order”) or the regulations
promulgated by the Office of Foreign Assets Control of the United States
Department of the Treasury (the “OFAC Regulations”) or in violation of the
Executive Order or the OFAC Regulations, and no Mortgagor is subject to
the
provisions of such Executive Order or the OFAC Regulations nor listed as
a
“blocked person” for purposes of the OFAC Regulations;
57. No
Mortgagor was encouraged or required to select a Mortgage Loan product
offered
by the Seller which is a higher cost product designed for less creditworthy
borrowers, unless at the time of the related Mortgage Loan’s origination, such
Mortgagor did not qualify taking into account credit history and debt to
income
ratios for a lower cost credit product then offered by the Seller or any
affiliate of the Seller. If, at the time of loan application, the Mortgagor
may
have qualified for a for a lower cost credit product then offered by any
mortgage lending affiliate of the Seller, the Seller referred the Mortgagor’s
application to such affiliate for underwriting consideration;
58. The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the Mortgagor’s income,
assets and liabilities to the proposed payment and such underwriting methodology
does not rely on the extent of the Mortgagor’s equity in the collateral as the
principal determining factor in approving such credit extension. Such
underwriting methodology confirmed that at the time of origination
(application/approval) the Mortgagor had a reasonable ability to make timely
payments on the Mortgage Loan;
59. With
respect to each Mortgage Loan, the Seller has fully and accurately furnished
complete information on the related borrower credit files to Equifax, Experian
and Trans Union Credit Information Company, in accordance with the Fair
Credit
Reporting Act and its implementing regulations, on a monthly basis and
the
Seller for each Loan will furnish, in accordance with the Fair Credit Reporting
Act and its implementing regulations, accurate and complete information
on its
borrower credit files to Equifax, Experian, and Trans Union Credit Information
Company, on a monthly basis;
60. All
points and fees related to each Mortgage Loan were disclosed in writing
to the
related Borrower in accordance with applicable state and federal law and
regulation. Except as set forth on the Mortgage Loan Schedule, all fees
and
charges (including finance charges) and whether or not financed, assessed,
collected or to be collected in connection with the origination and servicing
of
each such Mortgage Loan were disclosed in writing to the related Mortgagor
in
accordance with applicable state and federal laws and regulations;
61. The
Interim Servicer will transmit full-file credit reporting data for each
Mortgage
Loan pursuant to ▇▇▇▇▇▇ ▇▇▇ Guide Announcement 95-19 and for each Mortgage
Loan,
Interim Servicer agrees it shall report one of the following statuses each
month
as follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off;
62. Each
Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1);
63. No
Mortgage Loan is secured by real property or secured by a manufactured
home
located in the state of Georgia unless (x) such Mortgage Loan was originated
prior to October 1, 2002 or after March 6, 2003, or (y) the property
securing the Mortgage Loan is not, nor will be, occupied by the Mortgagor
as the
Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each
Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all
applicable provisions of the Georgia Act. No Mortgage Loan secured by owner
occupied real property or an owner occupied manufactured home located in
the
State of Georgia was originated (or modified) on or after October 1, 2002
through and including March 6, 2003;
64. No
Mortgage Loan is a “High-Cost” loan as defined under the New York Banking Law
Section 6-1, effective as of April 1, 2003;
65. No
Mortgage Loan secured by real property located in the State of New York;
(a) had
an unpaid principal balance at origination of $300,000 or less, and (b)
has an
application date on or after April 1, 2003, the terms of which Mortgage
Loan
equal or exceed either the APR or the points and fees threshold for “high-cost
home loans”, as defined in Section 6-1 of the New York State Banking
Law;
66. No
Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
Protection Act effective July 16, 2003 (Act 1340 or 2003);
67. No
Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
loan statute effective June 24, 2003 (Ky. Rev. Stat. Section
360.100);
68. No
Mortgage Loan secured by property located in the State of Nevada is a “home
loan” as defined in the Nevada Assembly ▇▇▇▇ No. 284;
69. No
Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost
Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
et
seq.);
70. No
Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
and
Equity protection Act;
71. No
Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (N.M. Stat. ▇▇▇. §§ 58-21A-1 et
seq.);
72. No
Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
seq.);
73. No
Mortgage Loan originated in the City of Los Angeles is subject to the City
of
Los Angeles California Ordinance 175008 as a “home loan”;
74. No
Mortgage Loan originated in the City of Oakland is subject to the City
of
Oakland, California Ordinance 12361 as a “home loan”;
75. No
Loan
that is secured by property located within the State of Maine meets the
definition of a (i) “high-rate, high-fee” mortgage loan under Article VIII,
Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan” as
defined under the Maine House ▇▇▇▇ 383 ▇.▇. 494, effective as of September
13,
2003;
76. With
respect to any Loan for which a mortgage loan application was submitted
by the
Mortgagor after April 1, 2004, no such Loan secured by Mortgaged Property
in the
State of Illinois which has a Loan Interest Rate in excess of 8.0% per
annum has
lender-imposed fees (or other charges) in excess of 3.0% of the original
principal balance of the Loan;
77.
No
Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
of
Massachusetts was made to pay off or refinance an existing loan or other
debt of
the related borrower (as the term “borrower” is defined in the regulations
promulgated by the Massachusetts Secretary of State in connection with
Massachusetts House ▇▇▇▇ 4880 (2004)) unless either (1) (a) the related
Mortgage
Interest Rate (that would be effective once the introductory rate expires,
with
respect to Adjustable Rate Mortgage Loans) did or would not exceed by more than
2.25% the yield on United States Treasury securities having comparable
periods
of maturity to the maturity of the related Mortgage Loan as of the fifteenth
day
of the month immediately preceding the month in which the application for
the
extension of credit was received by the related lender or (b) the Mortgage
Loan
is an “open-end home loan” (as such term is used in the Massachusetts House ▇▇▇▇
4880 (2004)) and the related Mortgage Note provides that the related Mortgage
Interest Rate may not exceed at any time the Prime rate index as published
in
The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
Loan
is in the "borrower's interest," as documented by a "borrower's interest
worksheet" for the particular Mortgage Loan, which worksheet incorporates
the
factors set forth in Massachusetts House ▇▇▇▇ 4880 (2004) and the regulations
promulgated thereunder for determining "borrower's interest," and otherwise
complies in all material respects with the laws of the Commonwealth of
Massachusetts;
78.
No Loan
is a “High Cost Home Loan” governed by the Indiana Home Loan Practices Act, Ind.
Code ▇▇▇. §§ 24-9-1-1 et seq.;
79. The
Mortgagor has not made or caused to be made any payment in the nature of
an
“average” or “yield spread premium” to a mortgage broker or a like Person which
has not been fully disclosed to the Mortgagor;
80. The
sale
or transfer of the Mortgage Loan by the Seller complies with all applicable
federal, state, and local laws, rules, and regulations governing such sale
or
transfer, including, without limitation, the Fair and Accurate Credit
Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
amended from time to time, and the Seller has not received any actual or
constructive notice of any identity theft, fraud, or other misrepresentation
in
connection with such Mortgage Loan or any party thereto;
81. With
respect to each MOM Loan, a MIN has been assigned by MERS and such MIN
is
accurately provided on the Mortgage Loan Schedule. The related Assignment
of
Mortgage to MERS has been duly and properly recorded, or has been delivered
for
recording to the applicable recording office;
82. With
respect to each MOM Loan, Seller has not received any notice of liens or
legal
actions with respect to such Mortgage Loan and no such notices have been
electronically posted by MERS;
83. With
respect to each Mortgage Loan, neither the related Mortgage nor the related
Mortgage Note requires the Mortgagor to submit to arbitration to resolve
any
dispute arising out of or relating in any way to the Mortgage Loan transaction;
and
84. No
Mortgage Loan secured by a Mortgage Property located in the State of Illinois
is
in violation of the provisions of the Illinois Interest Act, including
Section
4.1a which provides that no such Mortgage Loan with a Mortgage Interest
Rate in
excess of 8.0% per annum has lender-imposed fees (or other charges) in
excess of
3.0% of the original principal balance of the Mortgage Loan.
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated July 13, 2006, (“Agreement”)
among
Greenwich Capital Financial Products, Inc. (“Assignor”),
Financial Asset Securities Corp. (“Assignee”)
and
WMC Mortgage Corp. (the “Company”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
Assignment
and Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
(x) all of the right, title and interest of the Assignor, as purchaser,
in, to
and under (a) those certain Mortgage Loans listed as being originated by
the
Company on the schedule (the “Mortgage
Loan Schedule”)
attached hereto as Exhibit A (the “Mortgage
Loans”)
and
(b) except as described below, that certain Master Mortgage Loan Purchase
and
Interim Servicing Agreement dated as of November 1, 2004, as amended (the
“Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, solely insofar as the Purchase Agreement relates
to the
Mortgage Loans and (y) other than as provided below with respect to the
enforcement of representations and warranties, none of the obligations
of the
Assignor under the Purchase Agreement.
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and any obligations
of the
Assignor with respect to any mortgage loans subject to the Purchase Agreement
which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
and are
not the subject of this Agreement.
Recognition
of the Company
2. From
and
after the date hereof, the Company shall and does hereby recognize that
the
Assignee will transfer the Mortgage Loans and assign its rights under the
Purchase Agreement (solely to the extent set forth herein) and this Agreement
to
Soundview Home Loan Trust 2006-A (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of June
1, 2006
(the “Pooling
Agreement”),
among
the Assignee, Countrywide Home Loans Servicing LP, GMAC Mortgage Corporation
and
▇▇▇▇▇▇ Loan Servicing LP as servicers (including their successors in interest
and any successor servicers under the Pooling Agreement, the “Servicers”) and
Deutsche Bank National Trust Company, as trustee (including its successors
in
interest and any successor trustees under the Pooling Agreement, the “Trustee”).
The Company hereby acknowledges and agrees that from and after the date
hereof
(i) the Trust will be the owner of the Mortgage Loans, (ii) the
Company shall look solely to the Trust for performance of any obligations
of the
Assignor insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Mortgage Loans, (iii) the
Trust (including the Trustee acting on the Trust’s behalf) shall have all the
rights and remedies available to the Assignor, insofar as they relate to
the
Mortgage Loans, under the Purchase Agreement, including, without limitation,
the
enforcement of the document delivery requirements and remedies with respect
to
breaches of representations and warranties set forth in the Purchase Agreement,
and shall be entitled to enforce all of the obligations of the Company
thereunder insofar as they relate to the Mortgage Loans, and (iv) all
references to the Purchaser (insofar as they relate to the rights, title
and
interest and, with respect to obligations of the Purchaser, only insofar
as they
relate to the enforcement of the representations, warranties and covenants
of
the Company) or the Custodian under the Purchase Agreement insofar as they
relate to the Mortgage Loans, shall be deemed to refer to the Trust (including
the Trustee acting on the Trust’s behalf). Neither the Company nor the Assignor
shall amend or agree to amend, modify, waiver, or otherwise alter any of
the
terms or provisions of the Purchase Agreement which amendment, modification,
waiver or other alteration would in any way affect the Mortgage Loans or
the
Company’s performance under the Purchase Agreement with respect to the Mortgage
Loans without the prior written consent of the Trustee.
Representations
and Warranties of the Company
3. The
Company warrants and represents to the Assignor, the Assignee and the Trust
as
of the date hereof that:
(a) The
Company is duly organized, validly existing and in good standing under
the laws
of the jurisdiction of its incorporation;
(b) The
Company has full power and authority to execute, deliver and perform its
obligations under this Agreement and has full power and authority to perform
its
obligations under the Purchase Agreement. The execution by the Company
of this
Agreement is in the ordinary course of the Company’s business and will not
conflict with, or result in a breach of, any of the terms, conditions or
provisions of the Company’s charter or bylaws or any legal restriction, or any
material agreement or instrument to which the Company is now a party or
by which
it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Company or its property is subject. The
execution, delivery and performance by the Company of this Agreement have
been
duly authorized by all necessary corporate action on part of the Company.
This
Agreement has been duly executed and delivered by the Company, and, upon
the due
authorization, execution and delivery by the Assignor and the Assignee,
will
constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms except as enforceability
may be
limited by bankruptcy, reorganization, insolvency, moratorium or other
similar
laws now or hereafter in effect relating to creditors’ rights generally, and by
general principles of equity regardless of whether enforceability is considered
in a proceeding in equity or at law;
(c) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
the Company in connection with the execution, delivery or performance by
the
Company of this Agreement; and
(d) There
is
no action, suit, proceeding or investigation pending or, to the Company’s
knowledge, threatened against the Company, before any court, administrative
agency or other tribunal, which would draw into question the validity of
this
Agreement or the Purchase Agreement, or which, either in any one instance
or in
the aggregate, would result in any material adverse change in the ability
of the
Company to perform its obligations under this Agreement or the Purchase
Agreement, and the Company is solvent.
4. Pursuant
to Section 12 of the Purchase Agreement, the Company hereby represents
and
warrants, for the benefit of the Assignor, the Assignee and the Trust,
that the
representations and warranties set forth in Sections 7.01 and 7.02 of the
Purchase Agreement, are true and correct as of the date hereof as if such
representations and warranties were made on the date hereof, except that
(a) the
representation and warranty set forth in Section 7.02(a) shall, for purposes
of
this Agreement, relate to the Mortgage Loan Schedule attached hereto and
(b) the
representations and warranties set forth in Section 7.02 (iii), (iv), (vi),
(viii), (x), (xi), (xvii), (xviii), (xix), (xxiii), the second and third
sentences of (xxiv) and (xxvi) are made as of the Servicing Transfer Date
for
each Mortgage Loan (if the Servicing Transfer Date is prior to the date
hereof)
and (c) the representations and warranties set forth in Section 7.02(xv)
and
(xlix) are made as of the related Closing Date (as defined in the Purchase
Agreement).
5. The
Assignor hereby makes the following representations, warranties and covenants
as
of the date hereof:
(a)
To
the
best of the Assignor’s knowledge, nothing has occurred in the period of
time
from the
Servicing Transfer Date for any Mortgage Loan to the date hereof which
would
cause the representations and warranties set forth Section 7.02(iii), (iv),
(vi), (viii), (x), (xi), (xvii), (xviii), (xix), (xxiii), the second and
third
sentences of (xxiv) and (xxvi) of the Purchase Agreement to be untrue in
any
material respect as of the date hereof and nothing has occurred in the
period of
time from the related Closing Date (as defined in the Purchase Agreement)
to the
date hereof which would cause the representations and warranties set forth
in
Section 7.02(xv) and (xlix) of the Purchase Agreement to be untrue in any
material respect as of the date hereof;
(b) Each
Mortgage Loan at the time it was made complied in all material respects
with
applicable local, state, and federal laws, including, but not limited to,
all
applicable predatory and abusive lending laws;
(c) None
of
the mortgage loans are High Cost as defined by any applicable predatory
and
abusive and/or usury lending laws;
(d) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as
such
terms are defined in Standard & Poor’s LEVELS Version 5.6 Glossary Revised,
Appendix E); and
(e) As
of
October 30, 2006 and any date thereafter, except with respect to 0.75%
of the
Mortgage Loans (by aggregate principal balance of the Mortgage Loans),
each
Mortgage Loan will be a “qualified mortgage” under Section 860G(a)(3) of the
Code.
Remedies
for Breach of Representations and Warranties
6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee and the Servicer
acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections
3 and 4
hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
as if
they were set forth herein (including without limitation the repurchase
and
indemnity obligations set forth therein), provided, however, with respect
to any
representation of the Company which materially and adversely affects the
interests of any Prepayment Charge, the Company shall pay the amount of
the
scheduled Prepayment Charge by remitting such amount to the Servicers for
deposit into the Collection Account in respect of such Prepayment
Charge.
The
Assignor hereby acknowledges and agrees that the remedies available to
the
Assignee and the Trust (including the Trustee and the Servicers acting
on the
Trust’s behalf) in connection with any breach of the representations and
warranties made by the Assignor set forth in Section 5 hereof shall be
as set
forth in Section 2.03 of the Pooling Agreement as if they were set forth
herein.
With
respect to the representations and warranties contained herein that are
made to
the knowledge or the best knowledge of the Assignor or as to which the
Assignor
has no knowledge, if it is discovered that the substance of any such
representation and warranty is inaccurate and the inaccuracy materially
and
adversely affects the value of the related Mortgage Loan, or the interest
therein of the Assignee or the Assignee’s, designee or transferee, then
notwithstanding the Assignor’s lack of knowledge with respect to the substance
of such representation and warranty being inaccurate at the time the
representation and warranty was made, such inaccuracy shall be deemed a
breach
of the applicable representation and warranty and the Assignor shall take
such
action described above in Section 5 of this Agreement.
Miscellaneous
7. This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance
with
such laws.
8. No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced, with the prior written consent of
the
Trustee.
9. This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee and the Servicer
acting
on the Trust’s behalf). Any entity into which Assignor, Assignee or Company may
be merged or consolidated shall, without the requirement for any further
writing, be deemed Assignor, Assignee or Company, respectively, hereunder.
10. Each
of
this Agreement and the Purchase Agreement shall survive the conveyance
of the
Mortgage Loans and the assignment of the Purchase Agreement (to the extent
assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
and
nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.
11. This
Agreement may be executed simultaneously in any number of counterparts.
Each
counterpart shall be deemed to be an original and all such counterparts
shall
constitute one and the same instrument.
12. In
the
event that any provision of this Agreement conflicts with any provision
of the
Purchase Agreement with respect to the Mortgage Loans, the terms of this
Agreement shall control.
13. Capitalized
terms used in this Agreement (including the exhibits hereto) but not defined
in
this Agreement shall have the meanings given to such terms in the Purchase
Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their
duly authorized officers as of the date first above written.
| GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. | ||
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By:
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Name:
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Title:
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| FINANCIAL ASSET SECURITIES CORP. | ||
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By:
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Name:
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Title:
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| WMC MORTGAGE CORP. | ||
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By:
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Name:
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Title:
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EXHIBIT
A
Mortgage
Loan Schedule
AVAILABLE
UPON REQUEST
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated July 13, 2006, (“Agreement”)
among
Greenwich Capital Financial Products, Inc. (“Assignor”),
Financial Asset Securities Corp. (“Assignee”)
and
Meritage Mortgage Corp. (the “Company”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
Assignment
and Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
(x) all of the right, title and interest of the Assignor, as purchaser,
in, to
and under (a) those certain Mortgage Loans listed as being originated by
the
Company on the schedule (the “Mortgage
Loan Schedule”)
attached hereto as Exhibit A (the “Mortgage
Loans”)
and
(b) except as described below, that certain Master Mortgage Loan Purchase
and
Interim Servicing Agreement dated as of May 1, 2003 as amended (the
“Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, solely insofar as the Purchase Agreement relates
to the
Mortgage Loans and (y) other than as provided below with respect to the
enforcement of representations and warranties, none of the obligations
of the
Assignor under the Purchase Agreement. Notwithstanding the foregoing, however,
such assignment shall not include any Servicing Rights with respect to
the
Mortgage Loans.
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and any obligations
of the
Assignor with respect to any mortgage loans subject to the Purchase Agreement
which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
and are
not the subject of this Agreement.
Recognition
of the Company
2. From
and
after the date hereof, the Company shall and does hereby recognize that
the
Assignee will transfer the Mortgage Loans and assign its rights under the
Purchase Agreement (solely to the extent set forth herein) and this Agreement
to
Soundview Home Loan Trust 2006-A (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of June
1, 2006
(the “Pooling
Agreement”),
among
the Assignee, Countrywide Home Loans Servicing LP, GMAC Mortgage Corporation
and
▇▇▇▇▇▇ Loan Servicing LP as servicers (including their successors in interest
and any successor servicers under the Pooling Agreement, the “Servicers”) and
Deutsche Bank National Trust Company, as trustee (including its successors
in
interest and any successor trustees under the Pooling Agreement, the “Trustee”).
The Company hereby acknowledges and agrees that from and after the date
hereof
(i) the Trust will be the owner of the Mortgage Loans, (ii) the
Company shall look solely to the Trust for performance of any obligations
of the
Assignor insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Mortgage Loans, (iii) the
Trust (including the Trustee and each of the Servicers acting on the Trust’s
behalf) shall have all the rights and remedies available to the Assignor,
insofar as they relate to the Mortgage Loans, under the Purchase Agreement,
including, without limitation, the enforcement of the document delivery
requirements and remedies with respect to breaches of representations and
warranties set forth in the Purchase Agreement, and shall be entitled to
enforce
all of the obligations of the Company thereunder insofar as they relate
to the
Mortgage Loans, and (iv) all references to the Purchaser (insofar as they
relate to the rights, title and interest and, with respect to obligations
of the
Purchaser, only insofar as they relate to the enforcement of the
representations, warranties and covenants of the Company) or the Custodian
under
the Purchase Agreement insofar as they relate to the Mortgage Loans, shall
be
deemed to refer to the Trust (including the Trustee and each of the Servicers
acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend
or agree to amend, modify, waiver, or otherwise alter any of the terms
or
provisions of the Purchase Agreement which amendment, modification, waiver
or
other alteration would in any way affect the Mortgage Loans or the Company’s
performance under the Purchase Agreement with respect to the Mortgage Loans
without the prior written consent of the Trustee.
Representations
and Warranties of the Company
3. The
Company warrants and represents to the Assignor, the Assignee and the Trust
as
of the date hereof that:
(a) The
Company is duly organized, validly existing and in good standing under
the laws
of the jurisdiction of its incorporation;
(b) The
Company has full power and authority to execute, deliver and perform its
obligations under this Agreement and has full power and authority to perform
its
obligations under the Purchase Agreement. The execution by the Company
of this
Agreement is in the ordinary course of the Company’s business and will not
conflict with, or result in a breach of, any of the terms, conditions or
provisions of the Company’s charter or bylaws or any legal restriction, or any
material agreement or instrument to which the Company is now a party or
by which
it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Company or its property is subject. The
execution, delivery and performance by the Company of this Agreement have
been
duly authorized by all necessary corporate action on part of the Company.
This
Agreement has been duly executed and delivered by the Company, and, upon
the due
authorization, execution and delivery by the Assignor and the Assignee,
will
constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms except as enforceability
may be
limited by bankruptcy, reorganization, insolvency, moratorium or other
similar
laws now or hereafter in effect relating to creditors’ rights generally, and by
general principles of equity regardless of whether enforceability is considered
in a proceeding in equity or at law;
(c) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
the Company in connection with the execution, delivery or performance by
the
Company of this Agreement; and
(d) There
is
no action, suit, proceeding or investigation pending or threatened against
the
Company, before any court, administrative agency or other tribunal, which
would
draw into question the validity of this Agreement or the Purchase Agreement,
or
which, either in any one instance or in the aggregate, would result in
any
material adverse change in the ability of the Company to perform its obligations
under this Agreement or the Purchase Agreement, and the Company is
solvent.
4. Pursuant
to Section 12 of the Purchase Agreement, the Company hereby represents
and
warrants, for the benefit of the Assignor, the Assignee and the Trust,
that the
representations and warranties set forth in Section 7.01 of the Purchase
Agreement and in Section 7.02 of the Purchase Agreement (except for the
representations and warranties contained in Section 7.02 (a), (b), (c),
(d),
(e), (h) (as to servicing only), (i), (n), (o), (q), (r), (w), (x) (but
only as
to the second and third sentences of (x)), (ff), (gg), (oo), (pp), (qq),
(zz),
and (ddd), as to which no representation or warranty is being made on the
date
hereof) are true and correct as of the date hereof as if such representations
and warranties were made on the date hereof.
5. The
Assignor hereby makes the following representations, warranties and covenants
as
of the date hereof:
(a) The
Assignor hereby represents and warrants that to the best of the Assignor’s
knowledge, nothing has occurred in the period of time from the servicing
transfer date to the date hereof which would cause such representation
and
warranties contained in Section 7.02 (a), (b), (c), (d), (e), (h) (as to
servicing only), (i), (n), (o), (q), (r), (w), (x) (but only as to the
second
and third sentences of (x)), (ff), (gg), (oo), (pp), (qq), (zz), and (ddd)
of
the Purchase Agreement, to be untrue in any material respect as of the
date
hereof.;
(b) Each
Mortgage Loan at the time it was made complied in all material respects
with
applicable local, state, and federal laws, including, but not limited to,
all
applicable predatory and abusive lending laws;
(c) None
of
the mortgage loans are High Cost as defined by any applicable predatory
and
abusive and/or usury lending laws;
(d) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as
such
terms are defined in Standard & Poor’s LEVELS Version 5.B Glossary Revised,
Appendix E);
(e) No
loan
originated on or after October 1, 2002 through March 6, 2003 is governed
by the
Georgia Fair Lending Act; and
(f) As
of
October 30, 2006 and any date thereafter, except with respect to 0.75%
of the
Mortgage Loans (by aggregate principal balance of the Mortgage Loans),
each
Mortgage Loan will be a “qualified mortgage” under Section 860G(a)(3) of the
Code.
Remedies
for Breach of Representations and Warranties
6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee and each of
the
Servicers acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections
3 and 4
hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
as if
they were set forth herein (including without limitation the repurchase
and
indemnity obligations set forth therein).
The
Assignor hereby acknowledges and agrees that the remedies available to
the
Assignee and the Trust (including the Trustee and the Servicers acting
on the
Trust’s behalf) in connection with any breach of the representations and
warranties made by the Assignor set forth in Section 5 hereof shall be
as set
forth in Section 2.03 of the Pooling Agreement as if they were set forth
herein.
Miscellaneous
7. This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance
with
such laws.
8. No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced, with the prior written consent of
the
Trustee.
9. This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee and each of the
Servicers acting on the Trust’s behalf). Any entity into which Assignor,
Assignee or Company may be merged or consolidated shall, without the requirement
for any further writing, be deemed Assignor, Assignee or Company, respectively,
hereunder.
10. Each
of
this Agreement and the Purchase Agreement shall survive the conveyance
of the
Mortgage Loans and the assignment of the Purchase Agreement (to the extent
assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
and
nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.
11. This
Agreement may be executed simultaneously in any number of counterparts.
Each
counterpart shall be deemed to be an original and all such counterparts
shall
constitute one and the same instrument.
12. In
the
event that any provision of this Agreement conflicts with any provision
of the
Purchase Agreement with respect to the Mortgage Loans, the terms of this
Agreement shall control.
13. Capitalized
terms used in this Agreement (including the exhibits hereto) but not defined
in
this Agreement shall have the meanings given to such terms in the Purchase
Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their
duly authorized officers as of the date first above written.
| GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. | ||
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By:
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Name:
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Title:
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| FINANCIAL ASSET SECURITIES CORP. | ||
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By:
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Name:
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Title:
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| MERITAGE MORTGAGE CORP. | ||
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By:
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Name:
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Title:
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EXHIBIT
A
Mortgage
Loan Schedule
AVAILABLE
UPON REQUEST
SCHEDULE
I
Capitalized
terms used in this Schedule I but not defined in this Agreement shall have
the
meanings given to such terms in the Purchase Agreement.
1. The
information set forth in the related Mortgage Loan Schedule is complete,
true
and correct;
2. The
Mortgage Loan is in compliance with all requirements set forth in the Seller’s
Underwriting Guides and the characteristics of the related Mortgage Loan
Package
as set forth in the related Confirmation are true and correct, provided,
however, that in the event of any conflict between the terms of any Confirmation
and this agreement, the terms of this agreement shall control;
3. All
payments required to be made up to the close of business on the Closing
Date for
such Mortgage Loan under the terms of the Mortgage Note have been made;
the
Seller has not advanced funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required
by the
Mortgage Note or Mortgage; and there has been no delinquency, exclusive
of any
period of grace, in any payment by the Mortgagor thereunder since the
origination of the Mortgage Loan;
4. There
are
no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
5. The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, recorded in the
applicable public recording office if necessary to maintain the lien priority
of
the Mortgage, and which have been delivered to the Custodian; the substance
of
any such waiver, alteration or modification has been approved by the title
insurer, to the extent required by the related policy, and is reflected
on the
related Mortgage Loan Schedule. No instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been released, in
whole or
in part, except in connection with an assumption agreement approved by
the title
insurer, to the extent required by the policy, and which assumption agreement
has been delivered to the Custodian and the terms of which are reflected
in the
related Mortgage Loan Schedule;
6. The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or
the
exercise of any right thereunder, render the Mortgage unenforceable, in
whole or
in part, or subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto.
Each
Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
enforceable and collectible under applicable federal, state and local
law;
7. All
buildings upon the Mortgaged Property are insured by an insurer acceptable
to
FNMA or FHLMC against loss by fire, hazards of extended coverage and such
other
hazards as are customary in the area where the Mortgaged Property is located,
pursuant to insurance policies conforming to the requirements of the Servicing
Addendum. All such insurance policies contain a standard mortgagee clause
naming
the Seller, its successors and assigns as mortgagee and all premiums thereon
have been paid. If the Mortgaged Property is in an area identified on a
Flood
Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
Management Agency as having special flood hazards (and such flood insurance
has
been made available) a flood insurance policy meeting the requirements
of the
current guidelines of the Federal Insurance Administration is in effect
which
policy conforms to the requirements of FNMA or FHLMC. The Mortgage obligates
the
Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost and
expense, and on the Mortgagor’s failure to do so, authorizes the holder of the
Mortgage to maintain such insurance at Mortgagor’s cost and expense and to seek
reimbursement therefor from the Mortgagor;
8. Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth-in-lending, all applicable predatory and abusive
lending, real estate settlement procedures, consumer credit protection,
equal
credit opportunity or disclosure laws applicable to the origination and
servicing of such Mortgage Loan have been complied with, the consummation
of the
transactions contemplated hereby will not involve the violation of any
such laws
or regulations, and the Seller shall maintain or shall cause its agent
to
maintain in its possession, available for the inspection of the Purchaser,
and
shall deliver to the Purchaser, upon two Business Days’ request, evidence of
compliance with all such requirements;
9. The
Mortgage has not been satisfied, cancelled, subordinated or rescinded,
in whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed
that
would effect any such satisfaction, cancellation, subordination, rescission
or
release. With
respect to each Second Lien Mortgage Loan (i) the First Lien is in full
force
and effect, (ii) there is no default, breach, violation or event of acceleration
existing under such First Lien or the related mortgage note, (iii) no event
which, with the passage of time or with notice and the expiration of any
grace
or cure period, would constitute a default, breach, violation or event
of
acceleration thereunder, and either (A) the First Lien contains a provision
which allows or (B) applicable law requires, the mortgagee under the Second
Lien
Mortgage Loan to receive notice of, and affords such mortgagee an opportunity
to
cure any default by payment in full or otherwise under the First
Lien;
10. The
Mortgage is a valid, existing and enforceable first or second lien on the
Mortgaged Property, including all improvements on the Mortgaged Property
subject
only to (a) the lien of current real property taxes and assessments not
yet due
and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters of the public record as of the date of recording
being acceptable to mortgage lending institutions generally and specifically
referred to in the lender’s title insurance policy delivered to the originator
of the Mortgage Loan and which do not adversely affect the Appraised Value
of
the Mortgaged Property, (c) other matters to which like properties are
commonly
subject which do not materially interfere with the benefits of the security
intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property and (d) with respect to
each
Second Lien Mortgage Loan, a First Lien. Any security agreement, chattel
mortgage or equivalent document related to and delivered in connection
with the
Mortgage Loan establishes and creates a valid, existing and enforceable
(A)
first lien and first priority security interest with
respect to each Mortgage Loan that is indicated by the Seller to be a First
Lien
and (B) second lien and second priority security interest with respect
to each
Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan, in either case, on
the
property described therein and the Seller has full right to sell and assign
the
same to the Purchaser. The Mortgaged Property was not, as of the date of
origination of the Mortgage Loan, subject to a mortgage, deed of trust,
deed to
secure debt or other security instrument creating a lien subordinate to
the lien
of the Mortgage;
11. The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance
with its
terms;
12. All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person;
13. The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement and as to disbursements of any escrow funds therefor
have
been complied with. All costs, fees and expenses incurred in making or
closing
the Mortgage Loan and the recording of the Mortgage have been paid, and
the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
14. The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage and has full right to transfer and sell the Mortgage Loan
to
the Purchaser free and clear of any encumbrance, equity, lien, pledge,
charge,
claim or security interest;
15. All
parties which have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held
and disposed of such interest, were) in compliance with any and all applicable
“doing business” and licensing requirements of the laws of the state wherein the
Mortgaged Property is located;
16. The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
lender’s title insurance policy (which, in the case of an Adjustable Rate
Mortgage Loan has an adjustable rate mortgage endorsement in the form of
ALTA
6.0 or 6.1) acceptable to FNMA or FHLMC, issued by a title insurer acceptable
to
FNMA or FHLMC and qualified to do business in the jurisdiction where the
Mortgaged Property is located, insuring (subject to the exceptions contained
in
(j) (a), (b) and (c) above and (d) with respect to each Second Lien Mortgage
Loan) the Seller, its successors and assigns as to the first priority lien
of
the Mortgage in the original principal amount of the Mortgage Loan and,
with
respect to any Adjustable Rate Mortgage Loan, against any loss by reason
of the
invalidity or unenforceability of the lien resulting from the provisions
of the
Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly
Payment. Additionally, such lender’s title insurance policy affirmatively
insures ingress and egress to and from the Mortgaged Property, and against
encroachments by or upon the Mortgaged Property or any interest therein.
The
Seller is the sole insured of such lender’s title insurance policy, and such
lender’s title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated
by this
Agreement. No claims have been made under such lender’s title insurance policy,
and no prior holder of the related Mortgage, including the Seller, has
done, by
act or omission, anything which would impair the coverage of such lender’s title
insurance policy;
17. There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the Mortgage Note and no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration, and the Seller has
not
waived any default, breach, violation or event of acceleration. With
respect to each Mortgage Loan which is indicated by the Seller to be a
Second
Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) (i) the
First
Lien is in full force and effect, (ii) there is no default, breach, violation
or
event of acceleration existing under such First Lien mortgage or the related
mortgage note, (iii) no event which, with the passage of time or with notice
and
the expiration of any grace or cure period, would constitute a default,
breach,
violation or event of acceleration thereunder, and either (A) the First
Lien
mortgage contains a provision which allows or (B) applicable law requires,
the
mortgagee under the Second Lien Mortgage Loan to receive notice of, and
affords
such mortgagee an opportunity to cure any default by payment in full or
otherwise under the First Lien mortgage;
18. There
are
no mechanics’ or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under law could give rise
to
such lien) affecting the related Mortgaged Property which are or may be
liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
19. All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
20. The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar banking institution which
is
supervised and examined by a federal or state authority, or by a mortgagee
approved as such by the Secretary of HUD;
21. Principal
payments on the Mortgage Loan commenced no more than sixty days after the
proceeds of the Mortgage Loan were disbursed, except in the case of interest
only loans. The Mortgage Loan bears interest at the Mortgage Interest Rate.
With
respect to each Mortgage Loan, the Mortgage Note is payable on the first
day of
each month in Monthly Payments, which, in the case of a Fixed Rate Mortgage
Loans, are suffi-cient to fully amortize the original principal balance
over the
original term thereof and to pay interest at the related Mortgage Interest
Rate,
and, in the case of an Adjustable Rate Mortgage Loan or interest only loans,
are
changed on each Adjustment Date, and in any case, are sufficient to fully
amortize the original principal balance over the original term thereof
and to
pay interest at the related Mortgage Interest Rate. The Index for each
Adjustable Rate Mortgage Loan is as provided on the related Mortgage Loan
Schedule. The Mortgage Note does not permit negative amortization. No Mortgage
Loan is a Convertible Mortgage Loan;
22. The
origination and collection practices used by the Seller with respect to
each
Mortgage Note and Mortgage have been in all respects legal, proper, prudent
and
customary in the mortgage origination and servicing industry. The Mortgage
Loan
has been serviced by the Seller or its designee and any predecessor servicer
in
accordance with the terms of the Mortgage Note. With respect to escrow
deposits
and Escrow Payments (other
than with respect to each Mortgage Loan which is indicated by the Seller
to be a
Second Lien Mortgage Loan and for which the mortgagee under the First Lien
is
collecting Escrow Payments (as reflected on the Mortgage Loan
Schedule)),
if any,
all such payments are in the possession of, or under the control of, the
Seller
or its designee and there exist no deficiencies in connection therewith
for
which customary arrangements for repayment thereof have not been made.
No escrow
deposits or Escrow Payments or other charges or payments due the Seller
have
been capitalized under any Mortgage or the related Mortgage Note and no
such
escrow deposits or Escrow Payments are being held by the Seller for any
work on
a Mortgaged Property which has not been completed;
23. The
Mortgaged Property is free of damage and waste and there is no proceeding
pending for the total or partial condemnation thereof;
24. The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The
Mortgaged Property is not subject to any bankruptcy proceeding or foreclosure
proceeding and the Mortgagor has not filed for protection under applicable
bankruptcy laws. There is no homestead or other exemption available to
the
Mortgagor which would interfere with the right to sell the Mortgaged Property
at
a trustee’s sale or the right to foreclose the Mortgage. The Mortgagor has not
notified the Seller and the Seller has no knowledge of any relief requested
or
provided to the Mortgagor under the Soldiers and Sailors Civil Relief Act
of
1940;
25. The
Mortgage Loan was underwritten in accordance with the underwriting standards
of
the Seller in effect at the time the Mortgage Loan was originated; and
the
Mortgage Note and Mortgage and applicable riders are on forms acceptable
to
prudent lenders in the secondary market;
26. The
Mortgage Note is not and has not been secured by any collateral except
the lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(x) above;
27. The
Mortgage File contains an appraisal of the related Mortgaged Property which
satisfied the standards of FNMA or FHLMC and was made and signed, prior
to the
funding of the Mortgage Loan application, by a qualified appraiser, duly
appointed by the Seller, who had no interest, direct or indirect in the
Mortgaged Property or in any loan made on the security thereof, whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan
and who met the minimum qualifications of FNMA or FHLMC. Each appraisal
of the
Mortgage Loan was made in accordance with the relevant provisions of the
Financial Institutions Reform, Recovery, and Enforcement Act of
1989;
28. In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except
in
connection with a trustee’s sale after default by the Mortgagor;
29. No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b)
paid by
any source other than the Mortgagor or (c) contains any other similar provisions
which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
payment mortgage loan and the Mortgage Loan does not have a shared appreciation
or other contingent interest feature;
30. The
Mortgagor has executed a statement to the effect that the Mortgagor has
received
all disclosure materials required by applicable law with respect to the
making
of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans,
and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage
Loans and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File;
31. No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of
a
Mortgaged Property;
32. The
Seller has no knowledge of any circumstances or condition with respect
to the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
standing that can reasonably be expected to cause the Mortgage Loan to
be an
unacceptable investment, cause the Mortgage Loan to become delinquent,
or
adversely affect the value of the Mortgage Loan;
33. The
Mortgaged Property is lawfully occupied under applicable law; all inspections,
licenses and certificates required to be made or issued with respect to
all
occupied portions of the Mortgaged Property and, with respect to the use
and
occupancy of the same, including but not limited to certificates of occupancy,
have been made or obtained from the appropriate authorities;
34. No
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of any person, including
without limitation the Mortgagor, any appraiser, any builder or developer,
or
any other party involved in the origination of the Mortgage Loan or in
the
application of any insurance in relation to such Mortgage Loan;
35. The
Assignment of Mortgage is in recordable form and is acceptable for recording
under the laws of the jurisdiction in which the Mortgaged Property is
located;
36. Any
principal advances made to the Mortgagor prior to the Cut-off Date have
been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest
rate and
single repayment term. The lien of the Mortgage securing the consolidated
principal amount is expressly insured as having (A) first lien priority
with
respect to each Mortgage Loan which is indicated by the Seller to be a
First
Lien (as reflected on the Mortgage Loan Schedule), or (B) second lien priority
with respect to each Mortgage Loan which is indicated by the Seller to
be a
Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule),
in
either case by
a
title insurance policy, an endorsement to the policy insuring the mortgagee’s
consolidated interest or by other title evidence acceptable to FNMA or
FHLMC.
The consolidated principal amount does not exceed the original principal
amount
of the Mortgage Loan;
37. As
to any
Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage
is
in recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located;
38. If
the
Residential Dwelling on the Mortgaged Property is a condominium unit or
a unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of Seller’s underwriting guides;
39. The
source of the down payment with respect to each Mortgage Loan has been
fully
verified by the Seller if required pursuant to the Seller’s underwriting
guidelines;
40. Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
41. The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law;
42. Each
Mortgage Loan is covered by a fully assignable, life of loan Tax Service
Contract which is assignable to the Purchaser or its designee;
43. Each
Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
to
the Purchaser or its designee or, for each Mortgage Loan not covered by
such
Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone
Service Contract;
44. No
Mortgage Loan is (a) subject to the provisions of the Homeownership and
Equity
Protection Act of 1994 as amended ("HOEPA"), (b) a "high cost" mortgage
loan,
"covered" mortgage loan or "predatory" mortgage loan under any federal,
state or
local law, or (c) subject to any comparable federal, state or local statutes
or
regulations, including, without limitation, the provisions of the Georgia
Fair
Lending Act, the City of Oakland, California Anti-Predatory Lending Ordinance
No. 12361 or any other statute or regulation providing assignee liability
to
holders of such mortgage loans;
45. No
predatory, abusive or deceptive lending practices, including but not limited
to,
the extension of credit to a mortgagor without regard for the mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a mortgagor
which has no apparent benefit to the mortgagor, were employed in connection
with
the origination of the Mortgage Loan;
46. The
debt-to-income ratio of the related Mortgagor was not greater than 60%
at the
origination of the related Mortgage Loan;
47. None
of
the proceeds of the Mortgage Loan were used to finance the purchase of
single
premium credit life or disability insurance policies or any comparable
insurance.
48. No
Mortgage Loan had a Loan-to-Value Ratio or Combined Loan-to-Value Ratio
in
excess of 100% origination of such Mortgage Loan;
49. The
Mortgage Loans were not selected from the outstanding fixed and adjustable
rate
one to four-family mortgage loans in the Seller’s portfolio at the related
Closing Date as to which the representations and warranties set forth in
this
Agreement could be made in a manner so as to affect adversely the interests
of
the Purchaser;
50.
The
Mortgage contains an enforceable provision for the acceleration of the
payment
of the unpaid principal balance of the Mortgage Loan in the event that
the
Mortgaged Property is sold or transferred without the prior written consent
of
the mortgagee thereunder;
51. The
Mortgage Loan complies with all applicable consumer credit statutes and
regulations, including, without limitation, the respective Uniform Consumer
Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine,
Oklahoma, South Carolina, Utah and Wyoming, has been originated by a properly
licensed entity, and in all other respects, complies with all of the material
requirements of any such applicable laws;
52.
The
information set forth in the Prepayment Charge schedule is complete, true
and
correct in all material respects and each Prepayment Charge is permissible,
enforceable and collectable under applicable federal or state law;
53. The
Mortgage Loan was not prepaid in full prior to the Closing Date and the
Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
54.
No
Mortgage Loan which is secured by a Mortgaged Property which is located
in the
state of Georgia was originated prior to March 7, 2003;
55. With
respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and
such MIN
is accurately provided on the related Mortgage Loan Schedule. The related
assignment of Mortgage to MERS has been duly and properly recorded;
56. With
respect to each MERS Mortgage Loan, the Seller has not received any notice
of
liens or legal actions with respect to such Mortgage Loan and no such notices
have been electronically posted by MERS; and
57. With
respect to each Mortgage Loan which is a Second Lien, (i) the related first
lien
does not provide for negative amortization, and (ii) either no consent
for the
Mortgage Loan is required by the holder of the first lien or such consent
has
been obtained and is contained in the Mortgage File.
EXHIBIT
D
MORTGAGE
LOAN SCHEDULE
Available
Upon Request
EXHIBIT
E
REQUEST
FOR RELEASE (DEUTSCHE BANK)
|
To:
|
Deutsche
Bank National Trust Company
▇▇▇▇
▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
|
|
Re:
|
Pooling
and Servicing Agreement dated as of June 1, 2006, among Financial
Asset
Securities Corp. as Depositor, ▇▇▇▇▇▇ Loan Servicing LP as Servicer
and
Deutsche Bank National Trust Company, a national banking association,
as
Trustee
|
In
connection with the administration of the Mortgage Loans held by you as Trustee
pursuant to the above-captioned Pooling and Servicing Agreement, we request
the
release, and hereby acknowledge receipt of the Trustee’s Mortgage File Or the
Mortgage Loan described below, for the reason indicated.
Mortgage
Loan Number:
Mortgagor
Name, Address & Zip Code:
Reason
for Requesting Documents (check one):
|
_________1.
|
Mortgage
Paid in Full
|
|
|
_________2.
|
Foreclosure
|
|
|
_________3.
|
Substitution
|
|
|
_________4.
|
Other
Liquidation (Repurchases, etc.)
|
|
|
_________5.
|
Nonliquidation
|
Reason:_____________________
|
Address
to which Trustee should deliver
the
Trustee’s Mortgage File:
|
By:
|
||
|
(authorized
signer)
|
||
|
Issuer:
|
||
|
Address:
|
||
|
Date:
|
||
Trustee
Deutsche
Bank National Trust Company
Please
acknowledge the execution of the above request by your signature and date
below:
|
Signature
|
Date
|
|
|
Documents
returned to Trustee:
|
||
|
Trustee
|
Date
|
EXHIBIT
F-1
FORM
OF
TRUSTEE’S INITIAL CERTIFICATION (DEUTSCHE BANK)
July
__,
2006
Financial
Asset Securities Corp.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
Re:
|
Pooling
and Servicing Agreement dated as of June 1, 2006, among Financial
Asset
Securities Corp. as Depositor, ▇▇▇▇▇▇ Loan Servicing LP as Servicer
and
Deutsche Bank National Trust Company, a national banking association,
as
Trustee
|
Ladies
and Gentlemen:
Attached
is the Trustee’s preliminary exception report delivered in accordance with
Section 2.02 of the referenced Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”). Capitalized terms used but not otherwise defined herein
shall have the meanings set forth in the Pooling and Servicing
Agreement.
The
Trustee has made no independent examination of any documents contained in
each
Mortgage File beyond the review specifically required in the Pooling and
Servicing Agreement. The Trustee makes no representations as to (i) the
validity, legality, sufficiency, enforceability or genuineness of any of
the
documents contained in the Mortgage File pertaining to the Mortgage Loans
identified on the Mortgage Loan Schedule, (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan or (iii) whether any
Mortgage File includes any of the documents specified in clause (vi) of Section
2.01 of the Pooling and Servicing Agreement.
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
|
|||||||
|
By:
|
|||||||
|
Name:
|
|||||||
|
Title:
|
|||||||
EXHIBIT
F-2
FORM
OF
TRUSTEE’S FINAL CERTIFICATION (DEUTSCHE BANK)
________________
[Date]
Financial
Asset Securities Corp.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
Re:
|
Pooling
and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as
of June 1, 2006 among Financial Asset Securities Corp., as Depositor,
▇▇▇▇▇▇ Loan Servicing LP as Servicer and Deutsche Bank National
Trust
Company, as Trustee with respect to Soundview Home Loan Trust 2006-A,
Asset-Backed Certificates, Series
2006-A
|
Ladies
and Gentlemen:
In
accordance with Section 2.02 of the Pooling and Servicing Agreement, the
undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage loan paid in full
or
listed on Schedule I hereto) it (or its custodian) has received the applicable
documents listed in Section 2.01 of the Pooling and Servicing
Agreement.
The
undersigned hereby certifies that as to each Mortgage Loan identified on
the
Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
hereto, it has reviewed the documents listed above and has determined that
each
such document appears to be complete and, based on an examination of such
documents, the information set forth in items 1, 3, 10, 11 and 15 of the
definition of Mortgage Loan Schedule in the Pooling and Servicing Agreement
accurately reflects information in the Mortgage File.
Capitalized
words and phrases used herein shall have the respective meanings assigned
to
them in the Pooling and Servicing Agreement. This Certificate is qualified
in
all respects by the terms of said Pooling and Servicing Agreement.
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
|
|||||||
|
By:
|
|||||||
|
Name:
|
|||||||
|
Title:
|
|||||||
EXHIBIT
F-3
FORM
OF
RECEIPT OF MORTGAGE NOTE
Financial
Asset Securities Corp.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
Re:
|
Soundivew
Home Loan Trust 2006-A,
Asset-Backed
Certificates Series 2006-A
|
Ladies
and Gentlemen:
Pursuant
to Section 2.01 of the Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”), dated as of June 1, 2006 among Financial Asset Securities
Corp., as Depositor, ▇▇▇▇▇▇ Loan Servicing LP as Servicer and Deutsche Bank
National Trust Company, as Trustee, we hereby acknowledge the receipt of
the
original Mortgage Notes (a copy of which is attached hereto as Exhibit 1)
with
any exceptions thereto listed on Exhibit 2.
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
|
|||||||
|
By:
|
|||||||
|
Name:
|
|||||||
|
Title:
|
|||||||
EXHIBIT
G
[RESERVED]
EXHIBIT
H
FORM
OF
LOST NOTE AFFIDAVIT
Personally
appeared before me the undersigned authority to administer oaths,
__________________ who first being duly sworn deposes and says: Deponent
is
__________________________ of ____________________________, successor by
merger
to _________________________ (“Seller”) and who has personal knowledge of the
facts set out in this affidavit.
On
_________________________________, _________________________________ did
execute
and deliver a promissory note in the principal amount of
$____________________.
That
said
note has been misplaced or lost through causes unknown and is presently lost
and
unavailable after diligent search has been made. Seller’s records show that an
amount of principal and interest on said note is still presently outstanding,
due, and unpaid, and Seller is still owner and holder in due course of said
lost
note.
Seller
executes this Affidavit for the purpose of inducing Deutsche Bank National
Trust
Company, as trustee on behalf of Soundview Home Loan Trust 2006-A, Asset-Backed
Certificates Series 2006-A, to accept the transfer of the above described
loan
from Seller.
Seller
agrees to indemnify Deutsche Bank National Trust Company and Financial Asset
Securities Corp. harmless for any losses incurred by such parties resulting
from
the above described promissory note has been lost or misplaced.
|
By:
|
|
|
|
|
|
STATE
OF
|
)
|
|
) SS:
|
|
|
COUNTY
OF
|
)
|
On
this
______ day of ______________, 20_, before me, a Notary Public, in and for
said
County and State, appeared , who acknowledged the extension of the foregoing
and
who, having been duly sworn, states that any representations therein contained
are true.
Witness
my hand and Notarial Seal this _________ day of 20__.
My
commission expires __________________________.
EXHIBIT
I
FORM
OF
LIMITED POWER OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, that [NAME OF MORTGAGEE, ASSIGNEE OR LAST ENDORSEE,
AS
APPLICABLE], [a ___________________ corporation][a national banking
organization], having its principal place of business at
__________________________, (the “Undersigned”), pursuant to that Pooling and
Servicing Agreement (the “Pooling and Servicing Agreement”) among Financial
Asset Securities Corp. (the “Owner”), Deutsche Bank National Trust Company and
▇▇▇▇▇▇ Loan Servicing LP (“▇▇▇▇▇▇”), hereby constitutes and appoints ▇▇▇▇▇▇, by
and through Litton’s officers, the Undersigned's true and lawful
Attorney-in-Fact, in the Undersigned's name, place and stead, as their interests
may appear, and for the Undersigned's respective benefit, in connection with
all
Mortgage Loans serviced by ▇▇▇▇▇▇ pursuant to the Pooling and Servicing
Agreement, for the purpose of performing all acts and executing all documents
in
the name of the Undersigned as may be customarily and reasonably necessary
and
appropriate to effectuate the following enumerated transactions in respect
of
any of the mortgages, deeds of trust or security instrument (each a “Mortgage”
or a “Deed of Trust” respectively) and promissory notes secured thereby (each a
“Mortgage Note”) for which the Undersigned is acting as Servicer pursuant to the
Pooling and Servicing Agreement (whether the Undersigned is named therein
as
mortgagee or beneficiary or has become mortgagee by virtue of endorsement
of the
Mortgage Note secured by any such Mortgage or Deed of Trust) all subject
to the
terms of the related Pooling and Servicing Agreement.
This
appointment shall apply to the following enumerated transactions
only:
1. The
modification or re-recording of a Mortgage or Deed of Trust, where said
modification or re-recording is for the purpose of correcting the Mortgage
or
Deed of Trust to conform same to the original intent of the parties thereto
or
to correct title errors discovered after such title insurance was issued
and
said modification or re-recording, in either instance, does not adversely
affect
the lien of the Mortgage or Deed of Trust as insured.
2. The
subordination of the lien of a Mortgage or Deed of Trust to an easement in
favor
of a public utility company or a governmental agency or authority thereunder
with powers of eminent domain; this section shall include, without limitation,
the execution of partial satisfaction/release, partial reconveyances or the
execution of requests to trustees to accomplish same.
3. The
conveyance of the properties to the mortgage insurer, or the closing of the
title to the property to be acquired as real estate owned, or conveyance
of
title to real estate owned.
4. The
completion of loan assumption agreements.
5. The
full
satisfaction/release of a Mortgage or Deed of Trust or full reconveyance
upon
payment and discharge of all sums secured thereby, including, without
limitation, cancellation of the related Mortgage Note.
6. The
assignment of any Mortgage or Deed of Trust and the related Mortgage Note,
in
connection with the repurchase of the mortgage loan secured and evidenced
thereby.
7. The
full
assignment of a Mortgage or Deed of Trust upon payment and discharge of all
sums
secured thereby in conjunction with the refinancing thereof, including, without
limitation, the assignment of the related Mortgage Note.
8. With
respect to a Mortgage or Deed of Trust, the foreclosure, the taking of a
deed in
lieu of foreclosure, or the completion of judicial or non-judicial foreclosure
or termination, cancellation or rescission of any such foreclosure, including,
without limitation, any and all of the following acts:
a) the
substitution of trustee(s) serving under a Deed of Trust, in accordance with
state law and the Deed of Trust;
b) the
preparation and issuance of statements of breach or
non-performance;
c) the
preparation and filing of notices of default and/or notices of
sale;
d) the
cancellation/rescission of notices of default and/or notices of
sale;
e) the
taking of a deed in lieu of foreclosure; and
f) the
preparation and execution of such other documents and performance of such
other
actions as may be necessary under the terms of the Mortgage, Deed of Trust
or
state law to expeditiously complete said transactions in paragraphs 8(a)
through
8(e) above.
9. The
full
assignment of a Mortgage or Deed of Trust upon sale of a loan pursuant to
a
mortgage loan sale agreement for the sale of a loan or pool of loans, including,
without limitation, the assignment of the related Mortgage Note.
The
Undersigned gives said Attorney-in-Fact full power and authority to execute
such
instruments and to do and perform all and every act and thing necessary and
proper to carry into effect the power or powers granted by or under this
Limited
Power of Attorney, each subject to the terms and conditions set forth in
the
related Pooling and Servicing Agreement and in accordance with the standard
of
care applicable to the servicer in the Pooling and Servicing Agreement as
fully
as the undersigned might or could do, and hereby does ratify and confirm
to all
that said Attorney-in-Fact shall lawfully do or cause to be done by authority
hereof. This Limited Power of Attorney shall be effective as of [SERVICING
TRANSFER EFFECTIVE DATE].
Nothing
contained herein shall (i) limit in any manner any indemnification provided
by
▇▇▇▇▇▇ to the Owner under the Pooling and Servicing Agreement, or (ii) be
construed to ▇▇▇▇▇ ▇▇▇▇▇▇ the power to initiate or defend any suit, litigation
or proceeding in the name of the Undersigned except as specifically provided
for
herein or under the Pooling and Servicing Agreement.
▇▇▇▇▇▇
hereby agrees to indemnify and hold the Undersigned and its directors, officers,
employees and agents harmless from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever incurred by reason
or
result of or in connection with the exercise by ▇▇▇▇▇▇ of the powers granted
to
it hereunder. The foregoing indemnity shall survive the termination of this
Limited Power of Attorney and the Pooling and Servicing Agreement or the
earlier
resignation or removal of the Undersigned under the Pooling and Servicing
Agreement.
Any
third
party without actual notice of fact to the contrary may rely upon the exercise
of the power granted under this Limited Power of Attorney; and may be satisfied
that this Limited Power of Attorney shall continue in full force and effect
and
has not been revoked unless an instrument of revocation has been made in
writing
by the undersigned, and such third party put on notice thereof. This Limited
Power of Attorney shall be in addition to and shall not revoke or in any
way
limit the authority granted by any previous power of attorney executed by
the
Undersigned.
IN
WITNESS WHEREOF, ____________________ pursuant to the Pooling and Servicing
Agreement, has caused its corporate seal to be hereto affixed and these presents
to be signed and acknowledged in its name and behalf by ______________________,
its duly elected and authorized _________________________ this ___ day of
_________________, 2006.
By:_____________________________________
Name:
__________________________________
Title:
___________________________________
Acknowledged
and Agreed
▇▇▇▇▇▇
Loan Servicing LP
By:_____________________________________
Name:
Title:
EXHIBIT
J
FORM
OF
INVESTMENT LETTER [NON-RULE 144A]
[DATE]
Financial
Asset Securities Corp.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Deutsche
Bank National Trust Company
|
Re:
|
Soundview
Home Loan Trust 2006-A, Asset-Backed
Certificates Series 2006-A
|
Ladies
and Gentlemen:
In
connection with our acquisition of the above-captioned Certificates, we certify
that (a) we understand that the Certificates are not being registered under
the
Securities Act of 1933, as amended (the “Act”), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we are an
“accredited investor,” as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c)
we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended,
or a
plan that is subject to Section 4975 of the Internal Revenue Code of 1986,
as
amended, nor are we acting on behalf of any such plan, (e) we are acquiring
the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at
all
times to sell or otherwise dispose of the Certificates in accordance with
clause
(g) below), (f) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached
or
negotiated with any person with respect thereto, or taken any other action
which
would result in a violation of Section 5 of the Act, and (g) we will not
sell,
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory
to
the addressees of this Certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or
transferee of such Certificate has executed and delivered to you a certificate
to substantially the same effect as this certificate, and (3) the purchaser
or
transferee has otherwise complied with any conditions for transfer set forth
in
the Pooling and Servicing Agreement.
|
Very
truly yours,
|
|
|
[NAME
OF TRANSFEREE]
|
|
|
Authorized
Officer
|
FORM
OF
RULE 144A INVESTMENT LETTER
[DATE]
Financial
Asset Securities Corp.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Deutsche
Bank National Trust Company
▇▇▇▇
▇▇▇▇
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
|
Re:
|
Soundview
Home Loan Trust 2006-A, Asset-Backed
Certificates Series 2006-A
|
Ladies
and Gentlemen:
In
connection with our acquisition of the above Certificates we certify that
(a) we
understand that the Certificates are not being registered under the Securities
Act of 1933, as amended (the “Act”), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we have had the opportunity
to
ask questions of and receive answers from the Depositor concerning the purchase
of the Certificates and all matters relating thereto or any additional
information deemed necessary to our decision to purchase the Certificates,
(c)
we are not an employee benefit plan that is subject to the Employee Retirement
Income Security Act of 1974, as amended, or a plan that is subject to Section
4975 of the Internal Revenue Code of 1986, as amended, nor are we acting
on
behalf of any such plan, (d) we have not, nor has anyone acting on our behalf
offered, transferred, pledged, sold or otherwise disposed of the Certificates,
any interest in the Certificates or any other similar security to, or solicited
any offer to buy or accept a transfer, pledge or other disposition of the
Certificates, any interest in the Certificates or any other similar security
from, or otherwise approached or negotiated with respect to the Certificates,
any interest in the Certificates or any other similar security with, any
person
in any manner, or made any general solicitation by means of general advertising
or in any other manner, or taken any other action, that would constitute
a
distribution of the Certificates under the Securities Act or that would render
the disposition of the Certificates a violation of Section 5 of the Securities
Act or require registration pursuant thereto, nor will act, nor has authorized
or will authorize any person to act, in such manner with respect to the
Certificates, (e) we are a “qualified institutional buyer” as that term is
defined in Rule 144A under the Securities Act and have completed either of
the
forms of certification to that effect attached hereto as Annex 1 or Annex
2. We
are aware that the sale to us is being made in reliance on Rule 144A. We
are
acquiring the Certificates for our own account or for resale pursuant to
Rule
144A and further, understand that such Certificates may be resold, pledged
or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account
of a
qualified institutional buyer to whom notice is given that the resale, pledge
or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the Securities Act.
|
Very
truly yours,
|
|
|
[NAME
OF TRANSFEREE]
|
|
|
Authorized
Officer
|
ANNEX
1 TO EXHIBIT J
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees Other Than Registered Investment Companies]
The
undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
the Rule 144A Transferee Certificate to which this certification relates
with
respect to the Certificates described therein:
1. As
indicated below, the undersigned is the President, Chief Financial Officer,
Senior Vice President or other executive officer of the Buyer.
2. In
connection with purchases by the Buyer, the Buyer is a “qualified institutional
buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a
discretionary basis $ 1
in
securities (except for the excluded securities referred to below) as of the
end
of the Buyer’s most recent fiscal year (such amount being calculated in
accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the
category marked below.
_________
Corporation,
etc.
The Buyer is a corporation (other than a bank, savings and loan association
or
similar institution), Massachusetts or similar business trust, partnership,
or
charitable organization described in Section
501(c)(3) of the Internal Revenue Code of 1986, as amended.
_________
Bank.
The
Buyer (a) is a national bank or banking institution organized under the laws
of
any State, territory or the District of Columbia, the business of which is
substantially confined to banking and is supervised by the State or territorial
banking commission or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least $25,000,000 as
demonstrated in its latest annual financial statements, a copy of which is
attached hereto.
_________
Savings
and Loan.
The
Buyer (a) is a savings and loan association, building and loan association,
cooperative bank, homestead association or similar institution, which is
supervised and examined by a State or Federal authority having supervision
over
any such institutions or is a foreign savings and loan association or equivalent
institution and (b) has an audited net worth of at least $25,000,000 as
demonstrated in its latest annual financial statements, a copy of which is
attached hereto.
_________
Broker-Dealer.
The
Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange
Act of 1934.
_________
Insurance
Company.
The
Buyer is an insurance company whose primary and predominant business activity
is
the writing of insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance commissioner
or a
similar official or agency of a State, territory or the District of
Columbia.
_________
State
or Local Plan.
The
Buyer is a plan established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.
_________
ERISA
Plan.
The
Buyer is an employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974.
Investment
Advisor.
The
Buyer is an investment advisor registered under the Investment Advisors Act
of
1940.
_________
Small
Business Investment Company.
Buyer
is a small business investment company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment
Act
of 1958.
_________
Business
Development Company.
Buyer
is a business development company as defined in Section 202(a)(22) of the
Investment Advisors Act of 1940.
3. The
term
“SECURITIES” as used herein DOES NOT INCLUDE (i) securities of issuers that are
affiliated with the Buyer, (ii) securities that are part of an unsold allotment
to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities
issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank
deposit notes and certificates of deposit (v) loan participations, (vi)
repurchase agreements, (vii) securities owned but subject to a repurchase
agreement and (viii) currency, interest rate and commodity swaps.
4. For
purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Buyer, the Buyer used the cost of such
securities to the Buyer and did not include any of the securities referred
to in
the preceding paragraph, except (i) where the Buyer reports its securities
holdings in its financial statements on the basis of their market value,
and
(ii) no current information with respect to the cost of those securities
has
been published. If clause (ii) in the preceding sentence applies, the securities
may be valued at market. Further, in determining such aggregate amount, the
Buyer may have included securities owned by subsidiaries of the Buyer, but
only
if such subsidiaries are consolidated with the Buyer in its financial statements
prepared in accordance with generally accepted accounting principles and
if the
investments of such subsidiaries are managed under the Buyer’s direction.
However, such securities were not included if the Buyer is a majority-owned,
consolidated subsidiary of another enterprise and the Buyer is not itself
a
reporting company under the Securities Exchange Act of 1934, as
amended.
5. The
Buyer
acknowledges that it is familiar with Rule 144A and understands that the
seller
to it and other parties related to the Certificates are relying and will
continue to rely on the statements made herein because one or more sales
to the
Buyer may be in reliance on Rule 144A.
6. Until
the
date of purchase of the Rule 144A Securities, the Buyer will notify each
of the
parties to which this certification is made of any changes in the information
and conclusions herein. Until such notice is given, the Buyer’s purchase of the
Certificates will constitute a reaffirmation of this certification as of
the
date of such purchase. In addition, if the Buyer is a bank or savings and
loan
is provided above, the Buyer agrees that it will furnish to such parties
updated
annual financial statements promptly after they become available.
|
Print
Name of Buyer
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
Date:
|
||
1 Buyer
must own and/or invest on a discretionary basis at least $100,000,000
in
securities unless Buyer is a dealer, and, in that case, Buyer must own
and/or
invest on a discretionary basis at least $10,000,000 in
securities.
ANNEX
2 TO EXHIBIT J
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees That are Registered Investment Companies]
The
undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
the Rule 144A Transferee Certificate to which this certification relates
with
respect to the Certificates described therein:
1. As
indicated below, the undersigned is the President, Chief Financial Officer
or
Senior Vice President of the Buyer or, if the Buyer is a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities
Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the
Adviser.
2. In
connection with purchases by Buyer, the Buyer is a “qualified institutional
buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
company registered under the Investment Company Act of 1940, as amended and
(ii)
as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer’s most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer’s Family of Investment Companies, the cost of such securities was used,
except (i) where the Buyer or the Buyers Family of Investment Companies reports
its securities holdings in its financial statements on the basis of their
market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market.
_________
The
Buyer
owned $_________ in securities (other than the excluded securities referred
to
below) as of the end of the Buyer’s most recent fiscal year (such amount being
calculated in accordance with Rule 144A).
_________
The
Buyer
is part of a Family of Investment Companies which owned in the aggregate
$___________ in securities (other than the excluded securities referred to
below) as of the end of the Buyer’s most recent fiscal year (such amount being
calculated in accordance with Rule 144A).
3. The
term
“FAMILY OF INVESTMENT COMPANIES” as used herein means two or more registered
investment companies (or series thereof) that have the same investment adviser
or investment advisers that are affiliated (by virtue of being majority owned
subsidiaries of the same parent or because one investment adviser is a majority
owned subsidiary of the other).
4. The
term
“SECURITIES” as used herein does not include (i) securities of issuers that are
affiliated with the Buyer or are part of the Buyer’s Family of Investment
Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned
but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.
5. The
Buyer
is familiar with Rule 144A and understands that the parties listed in the
Rule
144A Transferee Certificate to which this certification relates are relying
and
will continue to rely on the statements made herein because one or more sales
to
the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only
purchase for the Buyer’s own account.
6. Until
the
date of purchase of the Certificates, the undersigned will notify the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates of any changes in the information and conclusions herein. Until such
notice is given, the Buyer’s purchase of the Certificates will constitute a
reaffirmation of this certification by the undersigned as of the date of
such
purchase.
|
Print
Name of Buyer or Adviser
|
|||||||
|
By:
|
|||||||
|
Name:
|
|||||||
|
Title:
|
|||||||
|
IF
AN ADVISER:
|
|||||||
|
Print
Name of Buyer
|
|||||||
|
Date:
|
|||||||
EXHIBIT
K
FORM
OF
TRANSFER AFFIDAVIT FOR RESIDUAL CERTIFICATES
PURSUANT
TO SECTION 5.02(D)
SOUNDVIEW
HOME LOAN TRUST 2006-A
ASSET-BACKED
CERTIFICATES, SERIES 2006-A
|
STATE
OF
|
)
|
|
)
ss:
|
|
|
COUNTY
OF
|
)
|
The
undersigned, being first duly sworn, deposes and says as follows:
1. The
undersigned is an officer of, the proposed Transferee of an Ownership Interest
in a Residual Certificate (the “Certificate”)
issued
pursuant to the Pooling and Servicing Agreement dated as of June 1, 2006
(the
“Agreement”),
among
Financial Asset Securities Corp., as depositor (the “Depositor”),
▇▇▇▇▇▇ Loan Servicing LP, as servicer (the “Servicer”) and Deutsche Bank
National Trust Company, as trustee (the “Trustee”).
Capitalized terms used, but not defined herein or in Exhibit 1 hereto,
shall have the meanings ascribed to such terms in the Agreement. The Transferee
has authorized the undersigned to make this affidavit on behalf of the
Transferee for the benefit of the Depositor and the Trustee.
2. The
Transferee is, as of the date hereof, and will be, as of the date of the
Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
Interest in the Certificate for its own account. The Transferee has no knowledge
that any such affidavit is false.
3. The
Transferee has been advised of, and understands that (i) a tax will be
imposed on Transfers of the Certificate to Persons that are not Permitted
Transferees; (ii) such tax will be imposed on the transferor, or, if such
Transfer is through an agent (which includes a broker, nominee or middleman)
for
a Person that is not a Permitted Transferee, on the agent; and (iii) the
Person otherwise liable for the tax shall be relieved of liability for the
tax
if the subsequent Transferee furnished to such Person an affidavit that such
subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
such Person does not have actual knowledge that the affidavit is
false.
4. The
Transferee has been advised of, and understands that a tax will be imposed
on a
“pass-through entity” holding the Certificate if at any time during the taxable
year of the pass-through entity a Person that is not a Permitted Transferee
is
the record holder of an interest in such entity. The Transferee understands
that
such tax will not be imposed for any period with respect to which the record
holder furnishes to the pass-through entity an affidavit that such record
holder
is a Permitted Transferee and the pass-through entity does not have actual
knowledge that such affidavit is false. (For this purpose, a “pass-through
entity” includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives
and, except as may be provided in Treasury Regulations, persons holding
interests in pass-through entities as a nominee for another
Person.)
5. The
Transferee has reviewed the provisions of Section 5.02(d) of the Agreement
and understands the legal consequences of the acquisition of an Ownership
Interest in the Certificate including, without limitation, the restrictions
on
subsequent Transfers and the provisions regarding voiding the Transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide
by
the provisions of Section 5.02(d) of the Agreement and the restrictions
noted on the face of the Certificate. The Transferee understands and agrees
that
any breach of any of the representations included herein shall render the
Transfer to the Transferee contemplated hereby null and void.
6. The
Transferee agrees to require a Transfer Affidavit from any Person to whom
the
Transferee attempts to Transfer its Ownership Interest in the Certificate,
and
in connection with any Transfer by a Person for whom the Transferee is acting
as
nominee, trustee or agent, and the Transferee will not Transfer its Ownership
Interest or cause any Ownership Interest to be Transferred to any Person
that
the Transferee knows is not a Permitted Transferee. In connection with any
such
Transfer by the Transferee, the Transferee agrees to deliver to the Trustee
a
certificate substantially in the form set forth as Exhibit L to the
Agreement (a “Transferor
Certificate”)
to the
effect that such Transferee has no actual knowledge that the Person to which
the
Transfer is to be made is not a Permitted Transferee.
7. The
Transferee has historically paid its debts as they have come due, intends
to pay
its debts as they come due in the future, and understands that the taxes
payable
with respect to the Certificate may exceed the cash flow with respect thereto
in
some or all periods and intends to pay such taxes as they become due. The
Transferee does not have the intention to impede the assessment or collection
of
any tax legally required to be paid with respect to the
Certificate.
8. The
Transferee’s taxpayer identification number is ___________.
9. The
Transferee is a U.S. Person as defined in Code
Section 7701(a)(30).
10. The
Transferee is aware that the Certificate may be a “noneconomic residual
interest” within the meaning of proposed Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
11. The
Transferee will not cause income from the Certificate to be attributable
to a
foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of the Transferee or any other U.S.
person.
12. Check
one
of the following:
[_] The
present value of the anticipated tax liabilities associated with holding
the
Certificate, as applicable, does not exceed the sum of:
|
(i)
|
the
present value of any consideration given to the Transferee to acquire
such
Certificate;
|
|
|
(ii)
|
the
present value of the expected future distributions on such Certificate;
and
|
|
|
(iii)
|
the
present value of the anticipated tax savings associated with holding
such
Certificate as the related REMIC generates
losses.
|
For
purposes of this calculation, (i) the Transferee is assumed to pay tax at
the
highest rate currently specified in Section 11(b) of the Code (but the tax
rate
in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
specified in Section 11(b) of the Code if the Transferee has been subject
to the
alternative minimum tax under Section 55 of the Code in the preceding two
years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using
a
discount rate equal to the short-term Federal rate prescribed by Section
1274(d)
of the Code for the month of the transfer and the compounding period used
by the
Transferee.
[_] The
transfer of the Certificate complies with U.S. Treasury Regulations Sections
1.860E-1(c)(5) and (6) and, accordingly,
|
(i)
|
the
Transferee is an “eligible corporation,” as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), as to which income from
the
Certificate will only be taxed in the United States;
|
|
|
(ii)
|
at
the time of the transfer, and at the close of the Transferee’s two fiscal
years preceding the year of the transfer, the Transferee had gross
assets
for financial reporting purposes (excluding any obligation of a
person
related to the Transferee within the meaning of U.S. Treasury Regulations
Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
in
excess of $10 million;
|
|
|
(iii)
|
the
Transferee will transfer the Certificate only to another “eligible
corporation,” as defined in U.S. Treasury Regulations Section
1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
of
Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
of
the U.S. Treasury Regulations; and
|
|
|
(iv)
|
the
Transferee determined the consideration paid to it to acquire the
Certificate based on reasonable market assumptions (including,
but not
limited to, borrowing and investment rates, prepayment and loss
assumptions, expense and reinvestment assumptions, tax rates and
other
factors specific to the Transferee) that it has determined in good
faith.
|
[_] None
of the above.
13. The
Transferee is not an employee benefit plan that is subject to Title I of
ERISA
or a plan that is subject to Section 4975 of the Code or a plan subject to
any Federal, state or local law that is substantially similar to Title I
of
ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf
of
or investing plan assets of such a plan.
IN
WITNESS WHEREOF, the Transferee has caused this instrument to be executed
on its
behalf, pursuant to authority of its Board of Directors, by its duly authorized
officer and its corporate seal to be hereunto affixed, duly attested, this
day
of
,
20 .
|
[NAME
OF TRANSFEREE]
|
|||||||
|
By:
|
|||||||
|
Name:
|
|||||||
|
Title:
|
|||||||
|
[Corporate
Seal]
|
|
|
ATTEST:
|
|
|
[Assistant]
Secretary
|
Personally
appeared before me the above-named __________, known or proved to me to be
the
same person who executed the foregoing instrument and to be the ___________
of
the Transferee, and acknowledged that he executed the same as his free act
and
deed and the free act and deed of the Transferee.
Subscribed
and sworn before me this
day
of
,
20 .
|
NOTARY
PUBLIC
|
|
|
My
Commission expires the __ day
of
_________, 20__
|
EXHIBIT
L
FORM
OF
TRANSFEROR CERTIFICATE
[DATE]
Financial
Asset Securities Corp.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
Re:
|
Soundview
Home Loan Trust 2006-A, Asset-Backed
Certificates Series 2006-A
|
Ladies
and Gentlemen:
In
connection with our disposition of the above Certificates we certify that
(a) we
understand that the Certificates have not been registered under the Securities
Act of 1933, as amended (the “Act”), and are being disposed by us in a
transaction that is exempt from the registration requirements of the Act,
(b) we
have not offered or sold any Certificates to, or solicited offers to buy
any
Certificates from, any person, or otherwise approached or negotiated with
any
person with respect thereto, in a manner that would be deemed, or taken any
other action which would result in, a violation of Section 5 of the Act,
(c) to
the extent we are disposing of a Class [ ] Certificate, we have no knowledge
the
Transferee is not a Permitted Transferee and (d) no purpose of the proposed
disposition of a Class [ ] Certificate is to impede the assessment or collection
of tax.
|
Very
truly yours,
|
||
|
TRANSFEROR
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
EXHIBIT
M
FORM
OF
ERISA REPRESENTATION LETTER
_____________,
20__
|
Financial
Asset Securities Corp.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
Deutsche
Bank National Trust Company
▇▇▇▇
▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
|
|
Re:
|
Soundview
Home Loan Trust 2006-A, Asset-Backed
Certificates Series 2006-A
|
Dear
Sirs:
_______________________
(the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance Soundview Home
Loan Trust 2006-A, Asset-Backed Certificates Series 2006-A, Class [C][P][R[-X]]
(the “Certificates”), issued pursuant to a Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”) dated as of June 1, 2006 among Financial
Asset Securities Corp. as depositor (the “Depositor”), ▇▇▇▇▇▇ Loan Servicing LP
as servicer (the “Servicer”) and Deutsche Bank National Trust Company as trustee
(the “Trustee”). Capitalized terms used herein and not otherwise defined shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.
The
Transferee hereby certifies, represents and warrants to, and covenants with
the
Depositor, the Trustee and the Servicer the following:
The
Certificates (i) are not being acquired by, and will not be transferred to,
any
employee benefit plan within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or other
retirement arrangement, including individual retirement accounts and annuities,
▇▇▇▇▇ plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are invested,
that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
acquired with “plan assets” of a Plan within the meaning of the Department of
Labor (“DOL”) regulation, 29 C.F.R.ss.2510.3-101, and (iii) will not be
transferred to any entity that is deemed to be investing in plan assets within
the meaning of the DOL regulation at 29 ▇.▇.▇.▇▇. 2510.3-101.
|
Very
truly yours,
|
||
|
[Transferee]
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
EXHIBIT
N-1
FORM
CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K
|
Re:
|
Soundview
Home Loan Trust, Series 2006-A Asset
Backed Certificates, Series 2006-A
|
I,
[identify the certifying individual], certify that:
l. I
have
reviewed this report on Form 10-K, and all reports on Form 10-D required
to be
filed in respect of the period included in the year covered by this report
in
Form 10-K of Soundview Home Loan Trust 2006-A (the “Exchange Act periodic
reports”);
2. Based
on
my knowledge, the Exchange Act periodic reports, taken as a whole, do not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in light of the circumstances under
which
such statements were made, not misleading with respect to the period covered
by
this report;
3. Based
on
my knowledge, all of the distribution, servicing and other information required
to be provided under Form 10-D for the period covered by this report is included
in the Exchange Act periodic reports;
4. Based
on
my knowledge and upon the annual compliance statement required in this report
under Item 1123 of Regulation AB, and except as disclosed in the Exchange
Act
periodic reports, the Servicer has fulfilled each of its obligations under
the
pooling and servicing agreement; and
5. All
of
the reports on assessment of compliance with servicing criteria for asset-backed
securities and their related attestation reports on assessment of compliance
with servicing criteria for asset-backed securities required to be included
in
this report in accordance with Item 1122 of Regulation AB and Exchange Act
Rules
13a-18 and 15d-18 have been included as an exhibit to this report, except
as
otherwise disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form
10-K.
In
giving
the certifications above, I have reasonably relied on information provided
to me
by the following unaffiliated parties: ▇▇▇▇▇▇ Loan Servicing LP and Deutsche
Bank National Trust Company.
|
FINANCIAL
ASSET SECURITIES CORP.
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
Date:
|
||
EXHIBIT
N-2
FORM
CERTIFICATION TO BE
PROVIDED
TO DEPOSITOR BY THE TRUSTEE
|
Re:
|
Soundview
Home Loan Trust 2006-A (the “Trust”)
Asset-Backed
Certificates, Series 2006-A
|
I,
[identify the certifying individual], a [title] of Deutsche Bank National
Trust
Company, as Trustee of the Trust, hereby certify to Financial Asset Securities
Corp. (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 [___], and all
reports on Form 10-D required to be filed in respect of the period covered
by
such Form 10-K of the Depositor relating to the above-referenced trust (the
“Exchange Act periodic reports”)
2. Based
on
my knowledge, the information prepared by the Trustee, contained, in these
distribution reports taken as a whole, do not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not
misleading with respect to the period covered by this report;
3. Based
on
my knowledge, the distribution information required to be provided by the
Trustee under the Pooling and Servicing Agreement is included in these
reports.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Pooling and Servicing Agreement, dated June 1, 2006 (the “Pooling and Servicing
Agreement”), among the Depositor as depositor, ▇▇▇▇▇▇ Loan Servicing LP as
servicer and Deutsche Bank National Trust Company as trustee.
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, as Trustee
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
Date:
|
||
EXHIBIT
N-3
FORM
CERTIFICATION TO BE
PROVIDED
TO DEPOSITOR BY THE SERVICER
Re:
Soundview
Home Loan Trust, Series 2006-A
Asset
Backed Certificates, Series 2006-A
I,
[identify the certifying individual], certify to Financial Asset Securities
Corp. (the “Depositor”), the Trustee and their respective officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this
certification, that:
1.
Based
on
my knowledge, the information in the annual compliance statement, the Annual
Independent Public Accountant's Servicing Report and all servicing reports,
officer's certificates and other information relating to the servicing of
the
Mortgage Loans taken as a whole, does not contain any untrue statement of
a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not
misleading as of the date of this certification;
2. The
servicing information required to be provided by the Servicer under the Pooling
and Servicing Agreement has been provided to the Depositor and the
Trustee;
3. I
am is
responsible for reviewing the activities performed by the Servicer under
the
Pooling and Servicing Agreement and based upon the review required by the
Pooling and Servicing Agreement, and except as disclosed in the annual
compliance statement or the Annual Independent Public Accountant's Servicing
Report, the Servicer has, as of the date of this certification fulfilled
its
obligations under the Pooling and Servicing Agreement; and
4. Such
officer has disclosed to the Depositor and the Trustee all significant
deficiencies relating to the Servicer’s compliance with the minimum servicing
standards in accordance with a review conducted in compliance with the Uniform
Single Attestation Program for Mortgage Bankers or similar standard as set
forth
in the Pooling and Servicing Agreement.
5. All
of
the reports on assessment of compliance with servicing criteria for asset-backed
securities and their related attestation reports on assessment of compliance
with servicing criteria for asset-backed securities required to be included
in
this report in accordance with Item 1122 of Regulation AB and Exchange Act
Rules
13a-18 and 15d-18 have been included as an exhibit to this report, except
as
otherwise disclosed in this report. Any material instances of noncompliance
described in such reports have been disclosed in this report on Form
10-K.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Pooling
and Servicing Agreement, dated June 1, 2006 (the “Pooling and Servicing
Agreement”), among the Depositor, ▇▇▇▇▇▇ Loan Servicing LP as servicer and
Deutsche Bank National Trust Company as trustee.
|
▇▇▇▇▇▇
LOAN SERVICING LP
|
||
|
By:
|
||
|
Name:
|
||
|
Title:
|
||
|
Date:
|
||
EXHIBIT
O
[RESERVED]
EXHIBIT
P
[RESERVED]
EXHIBIT
Q
[RESERVED]
EXHIBIT
R
FORM
OF
INTEREST RATE SWAP AGREEMENT
HSBC
Bank
USA, National Association
▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇ ▇▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
July
11,
2006
Deutsche
Bank National Trust Company,
not
individually, but solely as
Supplemental
Interest Trust Trustee
on
behalf
of the Supplemental Interest Trust
(each
as
defined herein) with respect to
Soundview
Home Loan Trust 2006-A,
Asset-Backed
Certificates, Series 2006-A
c/o
Deutsche Bank National Trust Company
▇▇▇▇
▇.
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇. ▇▇ ▇▇▇▇▇
Attn:
Trust Admin, Soundview Home Loan Trust 2006-A
Tel:
▇▇▇-▇▇▇-▇▇▇▇
Fax:
▇▇▇-▇▇▇-▇▇▇▇
Subject: Interest
Rate Swap
Transaction
Reference Number: 401835HN
The
purpose of this letter agreement (this “Confirmation”) is to confirm the terms
and conditions of the Transaction entered into between us on the Trade
Date
specified below, and subsequently amended as set out below (the
“Transaction”) between HSBC Bank USA, N.A. (“HSBC”) and Deutsche Bank National
Trust Company, not individually, but solely as Supplemental Interest Trust
Trustee (“Supplemental Interest Trust Trustee”) on behalf of the Supplemental
Interest Trust (“Supplemental Interest Trust”) with respect to Soundview Home
Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A (“Certificates”)
(“Counterparty”). This Confirmation constitutes a “Confirmation” as referred to
in the ISDA Form Master Agreement (as defined below), as well as a “Schedule” as
referred to in the ISDA Form Master Agreement. In this Confirmation “Party A”
means HSBC and “Party B” means the Counterparty.
1.
This
Agreement is subject to and incorporates the 2000 ISDA Definitions (the
“Definitions”), as published by the International Swaps and Derivatives
Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement
in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement
(Multicurrency—Cross Border) form (the
“ISDA Form Master Agreement”) but, rather, an ISDA Form Master Agreement shall
be deemed to have been executed by you and us on the date we entered into
the
Transaction. In the event of any inconsistency between the provisions of
this
Agreement and the Definitions or the ISDA Form Master Agreement, this Agreement
shall prevail for purposes of the Transaction. Terms used and not otherwise
defined herein, in the ISDA Form Master Agreement
or the Definitions shall have the meanings assigned to them in the Pooling
and
Servicing Agreement, dated as of June 1, 2006, among Financial Asset Securities
Corp. as depositor, ▇▇▇▇▇▇ Loan Servicing LP, as servicer and Deutsche
Bank
National Trust Company, as trustee (the “Pooling and Servicing Agreement”). Each
reference to a “Section” or to a “Section” “of this Agreement” will be construed
as a reference to a Section of the 1992 ISDA Form Master Agreement.
Each
of
Party A and Party B represents to the other that it has entered into this
Transaction in reliance upon such tax, accounting, regulatory, legal, and
financial advice as it deems necessary and not upon any view expressed
by the
other and, in the case of Party B, it has entered into this transaction
pursuant
to the direction received by it pursuant to the Pooling and Servicing
Agreement.
|
2.
|
The
terms of the particular Transaction to which this Confirmation
relates are
as follows:
|
|
Notional
Amount:
|
The
amount as set forth in Exhibit I, which is attached hereto and
incorporated by reference into this Confirmation
|
|
Trade
Date:
|
July
5, 2006
|
|
Effective
Date:
|
November
27, 2006, subject to adjustment in accordance with the Following
Business
Day Convention; provided, however, that for the purpose of determining
the
final Fixed Rate Payer Period End Date, Termination shall be
subject to No
Adjustment
|
|
Termination
Date:
|
April
25, 2010
|
|
Fixed
Amounts:
|
|
|
Fixed
Rate Payer:
|
Party
B
|
|
Fixed
Rate Payer
|
|
|
Period
End Dates:
|
The
25th
calendar day of each month, commencing on December 25, 2006 and
ending on
the Termination Date, inclusive, subject to No
Adjustment
|
|
Fixed
Rate Payer
|
|
|
Payment
Dates:
|
The
25th
calendar day of each month, commencing on December 25, 2006 and
ending on
the Termination Date, inclusive, subject to adjustment in accordance
with
the Following Business Day Convention
|
|
Fixed
Rate:
|
5.550000
%
|
|
Fixed
Amount:
|
To
be determined in accordance with the Following formula: 250 *
Fixed Rate *
Notional Amount * Fixed Rate Day Count Fraction.
|
|
Fixed
Rate Day
|
|
|
Count
Fraction:
|
30/360
|
Floating
Amounts:
|
Floating
Rate Payer:
|
Party
A
|
|
Floating
Rate Payer
|
|
|
Period
End Dates:
|
The
25th calendar day of each month, commencing on December 25, 2006
and
ending on the Termination Date, inclusive, subject to adjustment
in
accordance with the Following Business Day Convention
|
|
|
|
|
Floating
Rate Payer
|
|
|
Payment
Dates:
|
The
25th
calendar day of each month, commencing on December 25, 2006 and
ending on
the Termination Date, inclusive, subject to adjustment in accordance
with
the Following Business Day Convention
|
|
Floating
Rate Option:
|
USD-LIBOR-BBA
|
|
Floating
Amount:
|
To
be determined in accordance with the following formula: 250 *
Floating
Rate Option * Notional Amount * Floating Rate Day Count
Fraction
|
|
Floating
Rate for Initial
|
|
|
Calculation
Period:
|
To
be determined
|
|
Designated
Maturity:
|
One
month
|
|
Spread:
|
None
|
|
Floating
Rate
|
|
|
Day
Count Fraction:
|
Actual/360
|
|
Reset
Dates:
|
The
first day of each Calculation Period
|
|
Compounding:
|
Inapplicable
|
|
Business
Days:
|
New
York
|
|
Calculation
Agent:
|
Party
A
|
|
Additional
Payments:
|
Party
B agrees to pay USD 505,000.00 to Party A for value July 13,
2006, subject
to adjustment in accordance with the Following Business Day
Convention
|
3. Provisions
Deemed Incorporated in a Schedule to the ISDA Form Master Agreement:
1) The
parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form Master
Agreement will apply to any Transaction.
2) Termination
Provisions.
For
purposes of the ISDA Form Master Agreement:
(a) “Specified
Entity”
is not
applicable to Party A or Party B for any purpose.
(b) “Specified
Transaction”
is not
applicable to Party A or Party B for any purpose, and, accordingly, Section
5(a)(v) shall not apply to Party A or Party B.
(c) The
“Cross
Default”
provisions of Section 5(a)(vi) shall not apply to Party A or Party
B.
(d) The
“Credit
Event Upon Merger”
provisions of Section 5(b)(iv) will not apply to Party A or Party
B.
(e) With
respect to Party B, the “Bankruptcy”
provision of Section 5(a)(vii)(2) of the ISDA Form Master Agreement shall
not
apply.
(f) The
“Automatic
Early Termination”
provision of Section 6(a) will not apply to Party A or to Party B.
(g) Payments
on Early Termination.
For the
purpose of Section 6(e) of the ISDA Form Master Agreement:
(i)
Market
Quotation will apply.
(ii) The
Second Method will apply.
(h) “Termination
Currency” means United States Dollars.
(i) Events
of Default.
The
provisions of Sections 5(a)(ii), 5(a)(iii), 5(a)(iv) and 5(a)(viii) shall
not
apply to Party B. The provisions of Sections 5(a)(ii) and 5(a)(iv) shall
not
apply to Party A.
(j) Tax
Event.
The
provisions of Section 2(d)(i)(4) and 2(d)(ii) of the printed ISDA Form
Master
Agreement shall not apply to Party B and Party B shall not be required
to pay
any additional amounts referred to therein.
3) Tax
Representations.
(a) Payer
Representations.
For the
purpose of Section 3(e) of the ISDA Form Master Agreement, Party A and
Party B
will make the following representations:
It
is not
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment
(other
than interest under Section 2(e), 6(d)(ii) or 6(e) of the ISDA Form Master
Agreement) to be made by it to the other party under this Agreement. In
making
this representation, it may rely on:
(i) the
accuracy of any representations made by the other party pursuant to Section
3(f)
of the ISDA Form Master Agreement;
(ii) the
satisfaction of the agreement contained in Section 4(a)(iii) of the ISDA
Form
Master Agreement and the accuracy and effectiveness of any document provided
by
the other party pursuant to Section 4(a)(iii) of the ISDA Form Master Agreement;
and
(iii) the
satisfaction of the agreement of the other party contained in Section 4(d)
of
the ISDA Form Master Agreement, provided that it shall not be a breach
of this
representation where reliance is placed on clause (ii) and the other party
does
not deliver a form or document under Section 4(a)(iii) by reason of material
prejudice to its legal or commercial position.
(b) Payee
Representations.
For the
purpose of Section 3(f) of the ISDA Form Master Agreement, each of Party
A and
Party B make the following representations.
The
following representation will apply to Party A:
Party
A
is a national banking association organized under the federal laws of the
United
States and its U.S. taxpayer identification number is ▇▇-▇▇▇▇▇▇▇.
The
following representation will apply to Party B:
The
beneficial owner of the payments made to it under the Agreement is
either
(i) a “U.S. person” (as that term is used in Section 1.1441-4(a)(3)(ii) of the
United States Treasury Regulations) for U.S. federal income tax purposes
or (ii)
a “non-U.S. branch of a foreign person” (as that term is used in Section
1.1441-4(a)(3)(ii) of the United States Treasury Regulations) for U.S.
federal
income tax purposes and a “foreign person” (as that term is used in Section
1.6041-4(a)(4) of the United States Treasury Regulations) for U.S. federal
income tax purposes.
4) [Reserved]
5) Documents
to be Delivered.
For the
purpose of Section 4(a)(i) and 4(a)(iii):
(1)
Tax
forms, documents, or certificates to be delivered are:
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to Be delivered
|
|
Party
A and
Party
B
|
Any
document required or reasonably requested to allow the other
party to make
payments under this Agreement without any deduction or withholding
for or
on the account of any Tax or with such deduction or withholding
at a
reduced rate.
|
Promptly
after the earlier of (i) reasonable demand by either party or
(ii)
learning that such form or document is
required.
|
(2)
Other
documents to be delivered are:
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to Be delivered
|
Covered
by Section 3(d) Representation
|
|
Party
A and Party B
|
Any
documents to evidence the authority of the delivering party for
it to
execute and deliver this Confirmation.
|
Upon
the execution and delivery of this Agreement and such
Confirmation.
|
Yes
|
|
Party
A and Party B
|
A
certificate of an authorized officer of the party, as to the
incumbency
and authority of the respective officers of the party signing
this
Confirmation.
|
Upon
the execution and delivery of this Confirmation.
|
Yes
|
|
Party
A
|
Legal
opinion(s) with respect to such party and its Credit Support
Provider, if
any, for it, reasonably satisfactory in form and substance to
the other
party relating to the enforceability of the party’s obligations under this
Agreement.
|
Upon
the execution and delivery of this Agreement.
|
No
|
|
Party
A and Party B
|
Indemnification
agreement executed by each of Party A and Financial Asset Securities
Corp.
with respect to information included in any free writing prospectus
and
the prospectus supplement related to the Class A Certificates
and Class M
Certificates.
|
Concurrently
with the printing of any preliminary prospectus supplement and
the
prospectus supplement related to the Class A and Class M
Certificates.
|
No
|
|
Party
A
|
A
copy of the most recent annual report of such party (only if
available)
and its Credit Support Provider, if any, containing in all cases
audited
consolidated financial statements for each fiscal year certified
by
independent certified public accountants and prepared in accordance
with
generally accepted accounting principles in the United States
or in the
country in which such party is organized.
|
Promptly
after request by the other party.
|
Yes
|
|
Party
B
|
Each
other report or other document required to be delivered by or
to Party B
under the terms of the Pooling and Servicing Agreement, other
than those
required to be delivered directly by the Trustee to Party A
thereunder.
|
Promptly
upon request by Party A, or with respect to any particular type
of report
or other document as to which Party A has previously made request
to
receive all reports or documents of that type, promptly upon
delivery or
receipt of such report or document by Party B.
|
Yes
|
6) Other
Provisions.
(a) Address
for Notices:
For the
purposes of Section 12(a) of this Agreement:
Address
for notices or communications to Party A:
|
Address:
|
▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
|
|
Attention:
|
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
|
Facsimile:
|
▇▇▇-▇▇▇-▇▇▇▇
|
|
Telephone:
|
▇▇▇-▇▇▇-▇▇▇▇
|
Please
direct all settlement inquiries to:
HSBC
Bank USA, National Association
Derivative
Settlements
Attention: ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
Fax: (▇▇▇)
▇▇▇-▇▇▇▇
Address
for notices or communications to Party B:
Address:
Soundview
Home Loan Trust ▇▇▇▇-▇
▇/▇
▇▇▇▇▇▇▇▇ ▇▇▇▇ National Trust Company
▇▇▇▇
▇.
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇, ▇▇ ▇▇▇▇▇
Attn:
Trust Admin, Soundview Home Loan Trust 2006-A
Facsimile
No.: ▇▇▇-▇▇▇-▇▇▇▇
Telephone
No: ▇▇▇-▇▇▇-▇▇▇▇
(For
all
purposes)
(b) Process
Agent.
For the
purpose of Section 13(c):
Party
A
appoints as its Process Agent: Not Applicable
Party
B
appoints as it Process Agent: Not Applicable
(c) Offices.
The
provisions of Section 10(a) will not apply to this Agreement; for purposes
of
this Transaction, it will be deemed that neither Party A nor Party B has
any
Offices other than as set forth in the Notices Section and Party A agrees
that,
for purposes of Section 6(b) of the ISDA Form Master Agreement, it shall
be
deemed not to have any Office other than one in the United States.
(d) Multibranch
Party.
For the
purpose of Section 10(c) of the ISDA Form Master Agreement:
Party
A
is not a Multibranch Party.
Party
B
is not a Multibranch Party.
(e) Calculation
Agent.
The
Calculation Agent is Party A; provided
however,
if an
Event of Default has occurred with respect to Party A, then Party B or
a
Reference Market-maker designated by Party B shall be Calculation
Agent.
(f) Credit
Support Document.
Initially with respect to Party A, not applicable; however,
if
required pursuant to Paragraph 3(6)(q)(iv) hereof, a guaranty satisfactory
to
Party B and the Rating Agencies. With respect to Party B, not applicable.
(g) Credit
Support Provider.
Party
A:
Not Applicable
Party
B:
Not Applicable
(h) Governing
Law.
The
parties to this ISDA Agreement hereby agree that the law of the State of
New
York shall govern their rights and duties in whole, without regard to the
conflict of law provisions thereof other than New York General Obligations
Law
Sections 5-1401 and 5-1402.
(i) Non-Petition.
Party A
hereby irrevocably and unconditionally agrees that it will not institute
against, or join any other person in instituting against or cause any other
person to institute against Party B, the Supplemental Interest Trust or
the
trust formed pursuant to the Pooling and Servicing Agreement, any bankruptcy,
reorganization, arrangement, insolvency, or similar proceeding under the
laws of
the United States, or any other jurisdiction for the non-payment of any
amount
due hereunder or any other reason until the payment in full of the Certificates
and the expiration of a period of one year plus ten days (or, if longer,
the
applicable preference period) following such payment.
(j) Non-Recourse
Provisions.
Notwithstanding
any provision herein or in the ISDA Form Master Agreement to the contrary,
the
obligations of Party B hereunder are limited recourse obligations of the
Party
B, payable solely
from the Swap Account (as defined in the Pooling and Servicing Agreement)
and
the proceeds thereof to satisfy Party B’s obligations hereunder. In the event
that the Swap Account and proceeds thereof should be insufficient to satisfy
all
claims outstanding and following the realization of the Swap Account and
the
distribution of the proceeds thereof in accordance with the Indenture,
any
claims against or obligations of Party B under the ISDA Form Master Agreement
or
any other confirmation thereunder, still outstanding shall be extinguished
and
thereafter not revive.
(k) Severability.
If any
term, provision, covenant, or condition of this Agreement, or the application
thereof to any party or circumstance, shall be held to be invalid or
unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants, and conditions hereof shall continue in full force
and
effect and shall remain applicable to all other parties and circumstances
as if
this Agreement had been executed with the invalid or unenforceable portion
eliminated, so long as this Agreement as so modified continues to express,
without material change, the original intentions of the parties as to the
subject matter of this Agreement and the deletion of such portion of this
Agreement will not substantially impair the respective benefits or expectations
of the parties.
The
parties shall endeavor to engage in good faith negotiations to replace
any
invalid or unenforceable term, provision, covenant or condition with a
valid or
enforceable term, provision, covenant or condition, the economic effect
of which
comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.
(l) Consent
to Recording.
Each
party hereto consents to the monitoring or recording, at any time and from
time
to time, by the other party of any and all communications between officers
or
employees of the parties, waives any further notice of such monitoring
or
recording, and agrees to notify its officers and employees of such monitoring
or
recording.
(m) Waiver
of Jury Trial.
Each
party to this Agreement respectively waives any right it may have to a
trial by
jury in respect of any Proceedings relating to this Agreement, any Credit
Support Document or any of the transactions contemplated hereby.
(n) Set-Off.
Notwithstanding
any provision of this Agreement or any other existing or future agreement,
each
party irrevocably waives any and all rights it may have to set off, net,
recoup
or otherwise withhold or suspend or condition payment or performance of
any
obligation between it and the other party hereunder against any obligation
between it and the other party under any other agreements. The provisions
for
Set-off set forth in Section 6(e) of the ISDA Form Master Agreement shall
not apply for purposes of this Transaction.
(o) “Affiliate”
will
have the meaning specified in Section 14 of the ISDA Form Master Agreement,
provided that Party A and Party B shall be deemed to not have any Affiliates
for
purposes of this Agreement, including for purposes of Section
6(b)(ii).
(p) Section
3
of the ISDA Form Master Agreement is hereby amended by adding at the end
thereof
the following subsection (g):
“(g)
Relationship
Between Parties.
Each
party represents to the other party on each date when it enters into a
Transaction that:--
(1) Nonreliance.
(i) It
is not relying on any statement or representation of the other party regarding
the Transaction (whether written or oral), other than the representations
expressly made in this Agreement or the Confirmation in respect of that
Transaction and (ii) it has consulted with its own legal, regulatory, tax,
business, investment, financial and accounting advisors to the extent it
has
deemed necessary, and it has made its own investment, hedging and trading
decisions based upon its own judgment and upon any advice from such advisors
as
it has deemed necessary and not upon any view expressed by the other
party.
(2) Evaluation
and Understanding.
(i) It
has
the capacity to evaluate (internally or through independent professional
advice)
the Transaction and has made its own decision to enter into the Transaction
and
in the case of Party B, it has been directed by the Pooling and Servicing
Agreement to enter into this Transaction; and
(ii) It
understands the terms, conditions and risks of the Transaction and is willing
and able to accept those terms and conditions and to assume those risks,
financially and otherwise.
(3) Purpose.
It is
entering into the Transaction for the purposes of managing its borrowings
or
investments, hedging its underlying assets or liabilities or in connection
with
a line of business.
(4) Status
of Parties.
The
other party is not acting as agent, fiduciary or advisor for it in respect
of
the Transaction,
(5) Eligible
Contract Participant.
It is
an “eligible swap participant” as such term is defined in Section 35.1(b)(2) of
the regulations (17 C.F.R 35) promulgated under, and it constitutes an
“eligible
contract participant” as such term is defined in Section 1(a)12 of the Commodity
Exchange Act, as amended.”
(q)
The
ISDA Form Master Agreement is hereby amended as follows
(i) The
word
“third” shall be replaced by the word “second” in the third line of
Section 5(a)(i) of the ISDA Form Master Agreement.
(ii) Transfer,
Amendment and Assignment.
No
transfer, amendment, waiver, supplement, assignment or other modification
of
this Transaction shall be permitted by either party (other than a change
of
Counterparty in connection with a change of Trustee in accordance with
the
Pooling and Servicing Agreement) unless each of Standard and Poor’s, a Division
of the McGraw Hill Companies, Inc. (“S&P”) “Moody’s” means ▇▇▇▇▇’▇ Investors
Service, Inc. has been provided notice of the same and confirms in writing
(including by facsimile transmission) that it will not downgrade, qualify,
withdraw or otherwise modify its then-current rating of the
Certificates.
(iii) Additional
Termination Events. Additional
Termination Events will apply:
(a)
If a
Rating Agency Downgrade has occurred and Party A has not complied with
Paragraph
3(6)(q)(iv) below, then an Additional Termination Event shall have occurred
with
respect to Party A and Party A shall be the sole Affected Party with respect
to
such an Additional Termination Event.
(b)
If,
at any time, the Terminator purchases the Mortgage Loans pursuant to Section
10.01 of the Pooling and Servicing Agreement, then an Additional Termination
Event shall have occurred with respect to Party B with
Party B as the sole Affected Party with respect to such Additional Termination
Event. Notwithstanding
the provisions of section 6(b)(iv) of the Form Master Agreement, either
Party A
or Party B may designate an Early Termination Date in respect of this Additional
Termination Event.
(c)
If,
upon
the occurrence of a Swap Disclosure Event (as defined in Paragraph 3(6)(u)
below) Party A has not, within five (5) Business Days after such Swap Disclosure
Event complied with any of the provisions set forth in Paragraph 3(6)(u)(iii)
below, then an Additional Termination Event shall have occurred with respect
to
Party A and Party A shall be the sole Affected Party with respect to such
Additional Termination Event.
(iv) Rating
Agency Downgrade. In
the
event that (1) Party A’s short-term unsecured and unsubordinated debt rating is
reduced below "A-1" by S&P (or if its short-term rating is not available by
S&P, in the event that its long-term unsecured and unsubordinated debt
rating is withdrawn or reduced below “A+” by S&P) or (2) its short-term
unsecured and unsubordinated debt rating is reduced below “P1” by Moody’s (or,
if its short-term rating is not available by Moody's, its long-term unsecured
and unsubordinated debt rating is withdrawn or reduced below “A1” by Moody's) or
(3) its short-term unsecured unsubordinated debt rating is reduced below
“F1” by
Fitch (or, if its short-term rating is not available by Fitch, its long-term
unsecured and unsubordinated debt rating is withdrawn or reduced below
“AA” by
Fitch) (and together with S&P, the “Cap Rating Agencies”, and such rating
thresholds, “Approved Rating Thresholds”), then within 30 days after such rating
withdrawal or downgrade (unless, within 30 days after such withdrawal or
downgrade each Cap Rating Agency has reconfirmed its rating for Party A
which
was in effect immediately prior to such withdrawal or downgrade), Party
A shall,
subject to the Rating Agency Condition, at its own expense:
(a) assign
this Transaction to another counterparty, which counterparty shall have
the
Approved Rating Thresholds and shall have been approved by Party B on terms
substantially similar to the terms of this Confirmation;
(b) obtain
guaranty of, or a contingent agreement of another person with the Approved
Rating Thresholds, to honor Party A’s obligations under this Confirmation;
provided that such other person has been approved by Party B;
(c) post
collateral which will be sufficient to the applicable Cap Rating Agency
to
maintain or restore the ratings of the Certificates existing immediately
prior
to such withdrawal or downgrade of Party A’s ratings; or
(d) establish
any other arrangement satisfactory to Party B and each Cap Rating Agency,
in
each case, sufficient to maintain or restore the ratings of the Certificates
existing immediately prior to such withdrawal or downgrade of Party A’s
ratings.
Notwithstanding
the previous paragraph, in the event that Party A’s short-term unsecured and
unsubordinated debt rating is withdrawn or reduced below “A-3” by S&P or, if
there is no short-term rating, its long-term unsecured and unsubordinated
debt
rating is withdrawn or reduced below “BBB-” by S&P, then within 10 days of
such rating withdrawal or downgrade (unless, within 10 days after such
withdrawal or downgrade S&P has reconfirmed the rating of the Certificates
which was in effect immediately prior to such withdrawal or downgrade),
Party A shall, subject to the Rating Agency Condition, at its own expense,
assign this Transaction to another counterparty with the Approved Rating
Thresholds and approved by Party B on terms substantially similar to this
Confirmation and obtain a confirmation from S&P that such action is
sufficient to maintain or restore the immediately prior ratings of the
Certificates.
For
purposes of these provisions, “Rating Agency Condition” means, with respect to
any particular proposed act or omission to act hereunder in connection
with a
withdrawal or downgrade of any of Party A’s ratings as described above that
Party A must consult with each of the Cap Rating Agencies then providing
a
rating of the Certificates that has reduced Party A’s ratings as described above
(or with respect to any action pursuant to clause (d), each Cap Rating
Agency)
and receive from each such Cap Rating Agency a written confirmation, prior
to
taking any such action, that such withdrawal or downgrade of any of Party
A’s
ratings, after giving effect to any such proposed action or omission, would
not
cause a downgrade or withdrawal of the ratings of the Certificates existing
immediately prior to such withdrawal or downgrade of Party A’s
ratings.
(r)
Limitation
of Liability.
It is
expressly understood and agreed by the parties hereto that (a) this Agreement
is
executed and delivered by Deutsche Bank National Trust Company (“Deutsche
Bank”), not individually or personally but solely as Supplemental Interest Trust
Trustee on behalf of the Supplemental Interest Trust, in the exercise of
the
powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of
Deutsche
Bank is made and intended not as personal representations, undertakings
and
agreements by Deutsche Bank but is made and intended for the purpose of
binding
only the Supplemental Interest Trust, (c) nothing herein contained shall
be
construed as creating any liability on Deutsche Bank, individually or
personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties
hereto
and by any Person claiming by, through or under the parties hereto, and
(d)
under no circumstances shall Deutsche Bank be personally liable for the
payment
of any indebtedness or expenses of the Supplemental Interest Trust or be
liable
for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Supplemental Interest Trust under this
Agreement or any other related documents.
(s)
Pooling and Servicing Agreement.
Party
A
hereby agrees that, notwithstanding any provision of this agreement to
the
contrary, Party B’s obligations to pay any amounts owing under this Agreement
shall be subject to Sections 4.01 of the Pooling and Servicing Agreement
and
Party A’s right to receive payment of such amounts shall be subject to Sections
4.01 of the Pooling and Servicing Agreement.
(t)
Payment
Instructions.
Party A
hereby agrees that, unless notified in writing by Party B of other payment
instructions, any and all amounts payable by Party A to Party B under this
Agreement shall be paid to Party B at the account specified in Section
5.
(u)
Compliance
with Regulation AB.
(i) Party
A
agrees and acknowledges that Financial Asset Securities Corp. (“the Depositor”)
is required under Regulation AB as defined under the Pooling and Servicing
Agreement, to disclose certain financial information regarding Party A
or its
group of affiliated entities, if applicable, depending on the aggregate
“significance percentage” of this Agreement and any other derivative contracts
between Party A or its group of affiliated entities, if applicable, and
Counterparty, as calculated from time to time in accordance with Item 1115
of
Regulation AB.
(ii) It
shall
be a swap disclosure event (“Swap Disclosure Event”) if, on any Business Day
after the date hereof, the Depositor requests from Party A the applicable
financial information described in Item 1115 of Regulation AB (such request
to
be based on a reasonable determination by the Depositor, in good faith,
that
such information is required under Regulation AB) (the “Swap
Financial Disclosure”).
(iii) Upon
the
occurrence of a Swap Disclosure Event, Party A, at its own expense, shall
(1)(a)
either (i) provide to the Depositor the current Swap Financial Disclosure
in an
▇▇▇▇▇-compatible format (for example, such information may be provided
in
Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii)
provide written consent to the Depositor to incorporation by reference
of such
current Swap Financial Disclosure that are filed with the Securities and
Exchange Commission in the reports of the Trust filed pursuant to the Exchange
Act, (b) if applicable, cause its outside accounting firm to provide its
consent
to filing or incorporation by reference of such accounting firm’s report
relating to their audits of such current Swap Financial Disclosure in the
Exchange Act Reports of the Depositor, and (c) provide to the Depositor
any
updated Swap Financial Disclosure with respect to Party A or any entity
that
consolidates Party A within five days of the release of any such updated
Swap
Financial Disclosure; or (2) secure another entity to replace Party A as
party
to this Agreement on terms substantially similar to this Agreement and
subject
to prior notification to the Swap Rating Agencies, which entity (or a guarantor
therefor) meets or exceeds the Approved Rating Thresholds and which satisfies
the Rating Agency Condition and which entity is able to comply with the
requirements of Item 1115 of Regulation.
(iv) If
the
Depositor reasonably requests, Party A shall provide such other information
as
may be necessary for the Depositor to comply with Item 1115 of Regulation
AB.
(v) the
Depositor shall be an express third party beneficiary of this Agreement
as if a
party hereto to the extent of the Depositor’ rights explicitly specified in this
Paragraph 3(6)(u).
4. Account
Details:
Payments
to Party
A:
HSBC
Bank
USA, National Association
ABA
#
▇▇▇-▇▇▇-▇▇▇
For
credit to Department 299
A/C:
▇▇▇-▇▇▇▇▇-▇
HSBC
Derivative Products Group
Payments
to Party
B:
Deutsche
Bank Trust Company Americas
ABA
▇▇▇-▇▇▇-▇▇▇
A/C
01419663
A/C
Name:
NYLTD Funds Control - Stars West
Ref:
Soundview Home Loan Trust 2006-A GC06SA
5. Office:
|
Party
A is acting through its New York Office for the purposes of this
Transaction.
|
6.
Please
confirm that the forgoing correctly sets forth the terms of our agreement
by
having an authorized officer sign this Confirmation and return it via facsimile
to:
HSBC
Bank
USA, National Association
Swap
Documentation
Attention: ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
Fax:
(▇▇▇)
▇▇▇-▇▇▇▇
Please
direct all settlement inquiries to:
HSBC
Bank
USA, National Association
Derivative
Settlements
Attention: ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Telephone:
(▇▇▇)
▇▇▇-▇▇▇▇
Fax:
(▇▇▇)
▇▇▇-▇▇▇▇
This
message will be the only form of Confirmation dispatched by us. Please
execute
and return it to us by facsimile immediately. If you wish to exchange hard
copy
forms of this Confirmation, please contact us.
Yours
sincerely,
|
HSBC
BANK USA, NATIONAL ASSOCIATION
|
|
|
By:
|
|
|
Authorized
Signature
|
|
|
Confirmed
as of the date first written above:
Deutsche
Bank National Trust Company, not
individually, but solely as Supplemental
Interest Trust Trustee on
behalf of the Supplemental Interest Trust (each
as defined herein) with respect to Soundview
Home Loan Trust 2006-A, Asset-Backed
Certificates, Series 2006-A
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
Attachment
Exhibit
I
|
For
the Calculation Periods
|
Notional
Amount
|
|
|
From
and including:*
|
To
but excluding:*
|
in
USD:
|
|
The
Effective Date
|
December
25, 2006
|
1,768,450.83
|
|
December
25, 2006
|
January
25, 2007
|
1,681,628.78
|
|
January
25, 2007
|
February
25, 2007
|
1,599,061.55
|
|
February
25, 2007
|
March
25, 2007
|
1,520,540.93
|
|
March
25, 2007
|
April
25, 2007
|
1,445,868.90
|
|
April
25, 2007
|
May
25, 2007
|
1,374,857.10
|
|
May
25, 2007
|
June
25, 2007
|
1,307,326.40
|
|
June
25, 2007
|
July
25, 2007
|
1,243,106.40
|
|
July
25, 2007
|
August
25, 2007
|
1,182,035.05
|
|
August
25, 2007
|
September
25, 2007
|
1,123,958.22
|
|
September
25, 2007
|
October
25, 2007
|
1,065,078.63
|
|
October
25, 2007
|
November
25, 2007
|
996,696.84
|
|
November
25, 2007
|
December
25, 2007
|
947,041.21
|
|
December
25, 2007
|
January
25, 2008
|
900,493.50
|
|
January
25, 2008
|
February
25, 2008
|
856,229.02
|
|
February
25, 2008
|
March
25, 2008
|
814,135.95
|
|
March
25, 2008
|
April
25, 2008
|
774,107.95
|
|
April
25, 2008
|
May
25, 2008
|
736,043.87
|
|
May
25, 2008
|
June
25, 2008
|
699,847.53
|
|
June
25, 2008
|
July
25, 2008
|
665,427.44
|
|
July
25, 2008
|
August
25, 2008
|
632,696.57
|
|
August
25, 2008
|
September
25, 2008
|
601,572.17
|
|
September
25, 2008
|
October
25, 2008
|
571,975.54
|
|
October
25, 2008
|
November
25, 2008
|
543,831.81
|
|
November
25, 2008
|
December
25, 2008
|
517,069.79
|
|
December
25, 2008
|
January
25, 2009
|
491,621.77
|
|
January
25, 2009
|
February
25, 2009
|
467,423.35
|
|
February
25, 2009
|
March
25, 2009
|
444,413.28
|
|
March
25, 2009
|
April
25, 2009
|
422,533.31
|
|
April
25, 2009
|
May
25, 2009
|
401,728.04
|
|
May
25, 2009
|
June
25, 2009
|
381,944.79
|
|
June
25, 2009
|
July
25, 2009
|
363,133.45
|
|
July
25, 2009
|
August
25, 2009
|
345,246.36
|
|
August
25, 2009
|
September
25, 2009
|
328,238.20
|
|
September
25, 2009
|
October
25, 2009
|
312,065.87
|
|
October
25, 2009
|
November
25, 2009
|
296,688.38
|
|
November
25, 2009
|
December
25, 2009
|
282,066.73
|
|
December
25, 2009
|
January
25, 2010
|
268,163.85
|
|
January
25, 2010
|
February
25, 2010
|
254,944.48
|
|
February
25, 2010
|
March
25, 2010
|
242,375.09
|
|
March
25, 2010
|
The
Termination Date
|
230,423.79
|
*
For Party A Amounts: All dates listed above (with the exception of the
Effective
Date), are subject to adjustment in accordance with the Following Business
Day
Convention
*
For Party B Amounts: All dates listed above shall not be subject to adjustment
in accordance with any Business Day Convention
EXHIBIT
S
SERVICING
CRITERIA TO BE ADDRESSED
IN
ASSESSMENT OF COMPLIANCE
Definitions
Primary
Servicer - transaction party having borrower contact
Master
Servicer - aggregator of pool assets
Securities
Administrator - waterfall calculator (may be the Trustee, or may be the Master
Servicer)
Back-up
Servicer - named in the transaction (in the event a Back up Servicer becomes
the
Primary Servicer, follow Primary Servicer obligations)
Custodian
- safe keeper of pool assets
Paying
Agent - distributor of funds to ultimate investor
Trustee
-
fiduciary of the transaction
Note:
The
definitions above describe the essential function that the party performs,
rather than the party’s title. So, for example, in a particular transaction, the
trustee may perform the “paying agent” and “securities administrator” functions,
while in another transaction, the securities administrator may perform these
functions.
Where
there are multiple checks for criteria the attesting party will identify
in
their management assertion that they are attesting only to the portion of
the
distribution chain they are responsible for in the related transaction
agreements.
Key:
X
- obligation
[X]
- under consideration for obligation
|
Reg
AB Reference
|
Servicing
Criteria
|
Primary
Servicer
|
Master
Servicer
|
Trustee
|
|
General
Servicing Considerations
|
||||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
X
|
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.
|
To
the extent applicable
|
X
|
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the Pool Assets are maintained.
|
|||
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
X
|
|
|
Cash
Collection and Administration
|
||||
|
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
X
|
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.
|
If
applicable
|
||
|
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
|
|
Investor
Remittances and Reporting
|
||||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of Pool Assets serviced by the Servicer.
|
X
|
X
|
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
|
|
Pool
Asset Administration
|
||||
|
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related pool asset documents.
|
X
|
X
|
|
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements
|
X
|
X
|
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
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
|
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
|
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
|
X
|
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in
the
transaction agreements; (B) interest on such funds is paid, or
credited,
to obligors in accordance with applicable pool asset documents
and state
laws; and (C) such funds are returned to the obligor within 30
calendar
days of full repayment of the related pool assets, or such other
number of
days specified in the transaction agreements.
|
X
|
||
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
||
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
||
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
||
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
X
|
|
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
X
|
X
|
EXHIBIT
T
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 Trustee pursuant
to Section 4.07(a)(iv). If the Trustee is indicated below as to any item,
then
the Trustee is primarily responsible for obtaining that information.
Under
Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be
included in the periodic Distribution Date statement under Section 4.02,
provided by the Trustee based on information received from the Master Servicer;
and b) items marked “Form 10-D report” are required to be in the Form 10-D
report but not the 4.02 statement, provided by the party indicated. Information
under all other Items of Form 10-D is to be included in the Form 10-D
report.
|
Form
|
Item
|
Description
|
Responsible
Party
|
|
10-D
|
Must
be filed within 15 days of the Distribution Date.
|
||
|
1
|
Distribution
and Pool Performance Information
|
||
|
Item
1121(a) - Distribution and Pool Performance
Information
|
|||
|
(1)
Any applicable record dates, accrual dates, determination dates
for
calculating distributions and actual distribution dates for the
distribution period.
|
4.02
statement
|
||
|
(2)
Cash flows received and the sources thereof for distributions,
fees and
expenses.
|
4.02
statement
|
||
|
(3)
Calculated amounts and distribution of the flow of funds for the
period
itemized by type and priority of payment, including:
|
4.02
statement
|
||
|
(i)
Fees or expenses accrued and paid, with an identification of the
general
purpose of such fees and the party receiving such fees or
expenses.
|
4.02
statement
|
||
|
(ii)
Payments accrued or paid with respect to enhancement or other support
identified in Item 1114 of Regulation AB (such as insurance premiums
or
other enhancement maintenance fees), with an identification of
the general
purpose of such payments and the party receiving such
payments.
|
4.02
statement
|
||
|
(iii)
Principal, interest and other distributions accrued and paid on
the
asset-backed securities by type and by class or series and any
principal
or interest shortfalls or carryovers.
|
4.02
statement
|
||
|
(iv)
The amount of excess cash flow or excess spread and the disposition
of
excess cash flow.
|
4.02
statement
|
||
|
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
4.02
statement
|
||
|
(5)
Interest rates applicable to the pool assets and the asset-backed
securities, as applicable. Consider providing interest rate information
for pool assets in appropriate distributional groups or incremental
ranges.
|
4.02
statement
|
||
|
(6)
Beginning and ending balances of transaction accounts, such as
reserve
accounts, and material account activity during the period.
|
4.02
statement
|
||
|
(7)
Any amounts drawn on any credit enhancement or other support identified
in
Item 1114 of Regulation AB, as applicable, and the amount of coverage
remaining under any such enhancement, if known and
applicable.
|
4.02
statement
|
||
|
(8)
Number and amount of pool assets at the beginning and ending of
each
period, and updated pool composition information, such as weighted
average
coupon, weighted average life, weighted average remaining term,
pool
factors and prepayment amounts.
|
4.02
statement
Updated
pool composition information fields to be as specified by Depositor
from
time to time
|
||
|
(9)
Delinquency and loss information for the period.
In
addition, describe any material changes to the information specified
in
Item 1100(b)(5) of Regulation AB regarding the pool
assets.
|
4.02
statement.
Form
10-D report: Depositor
|
||
|
(10)
Information on the amount, terms and general purpose of any advances
made
or reimbursed during the period, including the general use of funds
advanced and the general source of funds for
reimbursements.
|
4.02
statement
|
||
|
(11)
Any material modifications, extensions or waivers to pool asset
terms,
fees, penalties or payments during the distribution period or that
have
cumulatively become material over time.
|
Form
10-D report; Servicer
|
||
|
(12)
Material breaches of pool asset representations or warranties or
transaction covenants.
|
Form
10-D report: Servicer
|
||
|
(13)
Information on ratio, coverage or other tests used for determining
any
early amortization, liquidation or other performance trigger and
whether
the trigger was met.
|
4.02
statement
|
||
|
(14)
Information regarding any new issuance of asset-backed securities
backed
by the same asset pool,
[information
regarding] any pool asset changes (other than in connection with
a pool
asset converting into cash in accordance with its terms), such
as
additions or removals in connection with a prefunding or revolving
period
and pool asset substitutions and repurchases (and purchase rates,
if
applicable), and cash flows available for future purchases, such
as the
balances of any prefunding or revolving accounts, if
applicable.
Disclose
any material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or pool selection criteria or procedures,
as
applicable, used to originate, acquire or select the new pool
assets.
|
Form
10-D report: Depositor
Form
10-D report: Depositor
Form
10-D report: Depositor
|
||
|
Item
1121(b) - Pre-Funding or Revolving Period Information
Updated
pool information as required under Item 1121(b).
|
Depositor
|
||
|
2
|
Legal
Proceedings
|
||
|
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders, including
proceedings known to be contemplated by governmental
authorities:
Seller
Depositor
Trustee
Trustee
Issuing
entity
Master
Servicer
Originator
Custodian
|
Seller
Depositor
Trustee
Trustee
Depositor
Master
Servicer
Originator
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.
|
Depositor
|
||
|
4
|
Defaults
Upon Senior Securities
|
||
|
Information
from Item 3 of Part II of Form 10-Q:
Report
the occurrence of any Event of Default (after expiration of any
grace
period and provision of any required notice)
|
N/A
|
||
|
5
|
Submission
of Matters to a Vote of Security Holders
|
||
|
Information
from Item 4 of Part II of Form 10-Q
|
Trustee
|
||
|
6
|
Significant
Obligors of Pool Assets
|
||
|
Item
1112(b) - Significant
Obligor Financial Information*
|
N/A
|
||
|
*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
Obtaining
required financial information or effecting incorporation by
reference
|
N/A
N/A
|
||
|
Item
1115(b) - Derivative Counterparty Financial Information*
Determining
current maximum probable exposure
Determining
current significance percentage
Obtaining
required financial information or effecting incorporation by
reference
|
[TBD]
[TBD]
Depositor
|
||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Items.
|
|||
|
8
|
Other
Information
|
||
|
Disclose
any information required to be reported on Form 8-K during the
period
covered by the Form 10-D but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
below
|
||
|
9
|
Exhibits
|
||
|
Distribution
report
|
Trustee
|
||
|
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
Depositor
|
||
|
8-K
|
Must
be filed within four business days of an event reportable on Form
8-K.
|
||
|
1.01
|
Entry
into a Material Definitive Agreement
|
||
|
Disclosure
is required regarding entry into or amendment of any definitive
agreement
that is material to the securitization, even if depositor is not
a party.
Examples:
servicing agreement, custodial agreement.
Note:
disclosure not required as to definitive agreements that are fully
disclosed in the prospectus
|
Depositor
|
||
|
1.02
|
Termination
of a Material Definitive Agreement
|
||
|
Disclosure
is required regarding termination of any definitive agreement that
is
material to the securitization (other than expiration in accordance
with
its terms), even if depositor is not a party.
Examples:
servicing agreement, custodial agreement.
|
Depositor
|
||
|
1.03
|
Bankruptcy
or Receivership
|
||
|
Disclosure
is required regarding the bankruptcy or receivership, if known
to the
Depositor, Servicer or Trustee, with respect to any of the following:
Sponsor
(Seller), Depositor, Servicer, Trustee, Swap Provider, Cap Provicer,
Custodian
|
Depositor/Servicer/Trustee
|
||
|
2.04
|
Triggering
Events that Accelerate or Increase a Direct Financial Obligation
or an
Obligation under an Off-Balance Sheet Arrangement
|
||
|
Includes
an early amortization, performance trigger or other event, including
event
of default, that would materially alter the payment priority/distribution
of cash flows/amortization schedule.
Disclosure
will be made of events other than waterfall triggers which are
disclosed
in the 4.02 statement
|
N/A
|
||
|
3.03
|
Material
Modification to Rights of Security Holders
|
||
|
Disclosure
is required of any material modification to documents defining
the rights
of Certificateholders, including the Pooling and Servicing
Agreement
|
Party
requesting material modification
|
||
|
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
||
|
Disclosure
is required of any amendment “to the governing documents of the issuing
entity”
|
Depositor
|
||
|
5.06
|
Change
in Shell Company Status
|
||
|
[Not
applicable to ABS issuers]
|
Depositor
|
||
|
6.01
|
ABS
Informational and Computational Material
|
||
|
[Not
included in reports to be filed under Section 4.07]
|
Depositor
|
||
|
6.02
|
Change
of Master Servicer or Trustee
|
||
|
Requires
disclosure of any removal, replacement, substitution or addition
of any
master servicer, affiliated servicer, other servicer servicing
10% or more
of pool assets at time of report, other material servicers, certificate
administrator or trustee. Reg AB disclosure about any new servicer
or
trustee is also required.
|
Trustee
or Master Servicer
|
||
|
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.
Reg AB disclosure about any new enhancement provider is also
required.
|
Depositor
|
||
|
6.04
|
Failure
to Make a Required Distribution
|
Trustee
|
|
|
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.
|
Depositor
|
||
|
If
there are any new servicers or originators required to be disclosed
under
Regulation AB as a result of the foregoing, provide the information
called
for in Items 1108 and 1110 respectively.
|
Depositor
|
||
|
7.01
|
Regulation
FD Disclosure
|
Depositor
|
|
|
8.01
|
Other
Events
|
||
|
Any
event, with respect to which information is not otherwise called
for in
Form 8-K, that the registrant deems of importance to security
holders.
|
Depositor
|
||
|
9.01
|
Financial
Statements and Exhibits
|
The
Responsible Party applicable to reportable event
|
|
|
10-K
|
Must
be filed within 90 days of the fiscal year end for the
registrant.
|
||
|
9B
|
Other
Information
|
||
|
Disclose
any information required to be reported on Form 8-K during the
fourth
quarter covered by the Form 10-K but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
above
|
||
|
15
|
Exhibits
and Financial Statement Schedules
|
||
|
Item
1112(b) - Significant
Obligor Financial Information
|
N/A
|
||
|
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information
Determining
applicable disclosure threshold
Obtaining
required financial information or effecting incorporation by
reference
|
N/A
N/A
|
||
|
Item
1115(b) - Derivative Counterparty Financial Information
Determining
current maximum probable exposure
Determining
current significance percentage
Obtaining
required financial information or effecting incorporation by
reference
|
[TBD]
[TBD]
Depositor
|
||
|
Seller
Depositor
Trustee
Issuing
entity
Master
Servicer
Originator
Custodian
|
Seller
Depositor
Trustee
Issuing
entity
Master
Servicer
Originator
Custodian
|
||
|
Item
1119 - Affiliations and relationships between the following entities,
or
their respective affiliates, that are material to
Certificateholders:
Seller
Depositor
Trustee
Issuing
entity
Master
Servicer
Originator
Custodian
Credit
Enhancer/Support Provider, if any
Significant
Obligor, if any
|
Seller
Depositor
Trustee
Issuing
entity
Master
Servicer
Originator
Custodian
Depositor
Depositor
|
||
|
Item
1122 - Assessment of Compliance with Servicing
Criteria
|
Each
Party participating in the servicing function
|
||
|
Item
1123 -Servicer Compliance Statement
|
Master
Servicer
|
||
SCHEDULE
I
PREPAYMENT
CHARGE SCHEDULE
Available
Upon Request