FINANCIAL ASSET SECURITIES CORP., Depositor WELLS FARGO BANK, N.A., Servicer WELLS FARGO BANK, N.A., Master Servicer and Trust Administrator DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee POOLING AND SERVICING AGREEMENT Dated as of March 1, 2006...
FINANCIAL
ASSET SECURITIES CORP.,
Depositor
▇▇▇▇▇
FARGO BANK, N.A.,
Servicer
▇▇▇▇▇
FARGO BANK, N.A.,
Master
Servicer and Trust Administrator
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
Dated
as
of March 1, 2006
___________________________
Asset-Backed
Certificates, Series 2006-2
Table
of Contents
|
ARTICLE
I
DEFINITIONS
|
|
|
SECTION
1.01
|
Defined
Terms.
|
|
SECTION
1.02
|
Accounting.
|
|
SECTION
1.03
|
Allocation
of Certain Interest Shortfalls.
|
|
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
|
|
SECTION
2.01
|
Conveyance
of Mortgage Loans.
|
|
SECTION
2.02
|
Acceptance
by Trustee.
|
|
SECTION
2.03
|
Repurchase
or Substitution of Mortgage Loans by an Originator or the
Seller.
|
|
SECTION
2.04
|
[Reserved].
|
|
SECTION
2.05
|
Representations,
Warranties and Covenants of the Servicer and the Master
Servicer.
|
|
SECTION
2.06
|
Representations
and Warranties of the Depositor.
|
|
SECTION
2.07
|
Issuance
of Certificates.
|
|
SECTION
2.08
|
[Reserved].
|
|
SECTION
2.09
|
Conveyance
of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2, REMIC
3,
REMIC 4, REMIC 5 and REMIC 6 by the Trustee; Issuance of
Certificates.
|
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
|
SECTION
3.01
|
Servicer
to Act as Servicer.
|
|
SECTION
3.02
|
Sub-Servicing
Agreements Between Servicer and Sub-Servicers; Subcontractors.
|
|
SECTION
3.03
|
Successor
Sub-Servicers.
|
|
SECTION
3.04
|
Liability
of the Servicer.
|
|
SECTION
3.05
|
No
Contractual Relationship Between Sub-Servicers and the Trustee, the
Trust
Administrator or Certificateholders.
|
|
SECTION
3.06
|
Assumption
or Termination of Sub-Servicing Agreements by Master Servicer.
|
|
SECTION
3.07
|
Collection
of Certain Mortgage Loan Payments.
|
|
SECTION
3.08
|
Sub-Servicing
Accounts.
|
|
SECTION
3.09
|
Collection
of Taxes, Assessments and Similar Items; Servicing Accounts.
|
|
SECTION
3.10
|
Collection
Account.
|
|
SECTION
3.11
|
Withdrawals
from the Collection Account.
|
|
SECTION
3.12
|
Investment
of Funds in the Collection Account.
|
|
SECTION
3.13
|
[Reserved].
|
|
SECTION
3.14
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
|
SECTION
3.15
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
|
SECTION
3.16
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
3.17
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.18
|
Servicing
Compensation.
|
|
SECTION
3.19
|
Reports;
Collection Account Statements.
|
|
SECTION
3.20
|
Statement
as to Compliance.
|
|
SECTION
3.21
|
Assessments
of Compliance and Attestation Reports.
|
|
SECTION
3.22
|
Access
to Certain Documentation.
|
|
SECTION
3.23
|
Title,
Management and Disposition of REO Property.
|
|
SECTION
3.24
|
Obligations
of the Servicer in Respect of Prepayment Interest Shortfalls.
|
|
SECTION
3.25
|
Obligations
of the Servicer in Respect of Monthly Payments.
|
|
SECTION
3.26
|
Net
WAC Rate Carryover Reserve Account.
|
|
SECTION
3.27
|
Advance
Facility
|
|
SECTION
3.28
|
Late
Remittance.
|
|
ARTICLE
IIIA
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
|
SECTION
3A.01
|
Master
Servicer to Act as Master Servicer.
|
|
SECTION
3A.02
|
[Reserved].
|
|
SECTION
3A.03
|
Monitoring
of Servicer.
|
|
SECTION
3A.04
|
Fidelity
Bond.
|
|
SECTION
3A.05
|
Power
to Act; Procedures.
|
|
SECTION
3A.06
|
Due
on Sale Clauses; Assumption Agreements.
|
|
SECTION
3A.07
|
[Reserved].
|
|
SECTION
3A.08
|
Documents,
Records and Funds in Possession of Master Servicer to be Held for
Trustee.
|
|
SECTION
3A.09
|
Compensation
for the Master Servicer.
|
|
SECTION
3A.10
|
Obligations
of the Master Servicer in Respect of Prepayment Interest Shortfalls.
|
|
SECTION
3A.11
|
Distribution
Account.
|
|
SECTION
3A.12
|
Permitted
Withdrawals and Transfers from the Distribution Account.
|
|
ARTICLE
IV
FLOW
OF FUNDS
|
|
|
SECTION
4.01
|
Distributions.
|
|
SECTION
4.02
|
[Reserved].
|
|
SECTION
4.03
|
Statements.
|
|
SECTION
4.04
|
Remittance
Reports; Advances.
|
|
SECTION
4.05
|
Commission
Reporting.
|
|
SECTION
4.06
|
[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
MASTER SERVICER aND THE DEPOSITOR
|
|
|
SECTION
6.01
|
Liability
of the Master Servicer, the Servicer and the Depositor.
|
|
SECTION
6.02
|
Merger
or Consolidation of, or Assumption of the Obligations of, the Master
Servicer or the Depositor.
|
|
SECTION
6.03
|
Limitation
on Liability of the Servicer, the Master Servicer and Others.
|
|
SECTION
6.04
|
Limitation
on Resignation of the Servicer; Assignment of Master
Servicing.
|
|
SECTION
6.05
|
Successor
Master Servicer.
|
|
SECTION
6.06
|
Delegation
of Duties.
|
|
SECTION
6.07
|
[Reserved].
|
|
SECTION
6.08
|
Inspection.
|
|
SECTION
6.09
|
Duties
of the Credit Risk Manager.
|
|
SECTION
6.10
|
Limitation
Upon Liability of the Credit Risk Manager.
|
|
SECTION
6.11
|
Removal
of the Credit Risk Manager.
|
|
ARTICLE
VII
DEFAULT
|
|
|
SECTION
7.01
|
Master
Servicer Events of Termination and Servicer Events of
Termination.
|
|
SECTION
7.02
|
Master
Servicer or Trustee to Act; Appointment of Successor Servicer.
|
|
SECTION
7.03
|
Trustee
to Act; Appointment of Successor Master Servicer.
|
|
SECTION
7.04
|
Waiver
of Defaults.
|
|
SECTION
7.05
|
Notification
to Certificateholders.
|
|
SECTION
7.06
|
Survivability
of Servicer and Master Servicer Liabilities.
|
|
ARTICLE
VIII
THE
TRUSTEE AND THE TRUST ADMINISTRATOR
|
|
|
SECTION
8.01
|
Duties
of Trustee and Trust Administrator.
|
|
SECTION
8.02
|
Certain
Matters Affecting the Trustee and the Trust Administrator.
|
|
SECTION
8.03
|
Trustee
and Trust Administrator Not Liable for Certificates or Mortgage
Loans.
|
|
SECTION
8.04
|
Trustee
and Trust Administrator May Own Certificates.
|
|
SECTION
8.05
|
Trust
Administrator and Trustee Compensation and Expenses.
|
|
SECTION
8.06
|
Eligibility
Requirements for Trustee and Trust Administrator.
|
|
SECTION
8.07
|
Resignation
or Removal of Trustee or Trust Administrator.
|
|
SECTION
8.08
|
Successor
Trustee.
|
|
SECTION
8.09
|
Merger
or Consolidation of Trustee or Trust Administrator.
|
|
SECTION
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
8.11
|
Limitation
of Liability.
|
|
SECTION
8.12
|
Trustee
May Enforce Claims Without Possession of Certificates.
|
|
SECTION
8.13
|
Suits
for Enforcement.
|
|
SECTION
8.14
|
Waiver
of Bond Requirement.
|
|
SECTION
8.15
|
Waiver
of Inventory, Accounting and Appraisal Requirement.
|
|
ARTICLE
IX
REMIC
ADMINISTRATION
|
|
|
SECTION
9.01
|
REMIC
Administration.
|
|
SECTION
9.02
|
Prohibited
Transactions and Activities.
|
|
SECTION
9.03
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
|
ARTICLE
X
TERMINATION
|
|
|
SECTION
10.01
|
Termination.
|
|
SECTION
10.02
|
Additional
Termination Requirements.
|
|
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
|
|
|
SECTION
11.01
|
Amendment.
|
|
SECTION
11.02
|
Recordation
of Agreement; Counterparts.
|
|
SECTION
11.03
|
Limitation
on Rights of Certificateholders.
|
|
SECTION
11.04
|
Governing
Law; Jurisdiction.
|
|
SECTION
11.05
|
Notices.
|
|
SECTION
11.06
|
Severability
of Provisions.
|
|
SECTION
11.07
|
Article
and Section References.
|
|
SECTION
11.08
|
Notice
to the Rating Agencies.
|
|
SECTION
11.09
|
Further
Assurances.
|
|
SECTION
11.10
|
Benefits
of Agreement.
|
|
SECTION
11.11
|
Acts
of Certificateholders.
|
|
SECTION
11.12
|
Intention
of the Parties and Interpretation.
|
Exhibits:
|
Exhibit
A-1
|
Form
of Class A-1 Certificates
|
|
Exhibit
A-2
|
Form
of Class A-2 Certificates
|
|
Exhibit
A-3
|
Form
of Class A-3 Certificates
|
|
Exhibit
A-4
|
Form
of Class A-4 Certificates
|
|
Exhibit
A-5
|
Form
of Class M-1 Certificates
|
|
Exhibit
A-6
|
Form
of Class M-2 Certificates
|
|
Exhibit
A-7
|
Form
of Class M-3 Certificates
|
|
Exhibit
A-8
|
Form
of Class M-4 Certificates
|
|
Exhibit
A-9
|
Form
of Class M-5 Certificates
|
|
Exhibit
A-10
|
Form
of Class M-6 Certificates
|
|
Exhibit
A-11
|
Form
of Class M-7 Certificates
|
|
Exhibit
A-12
|
Form
of Class M-8 Certificates
|
|
Exhibit
A-13
|
Form
of Class M-9 Certificates
|
|
Exhibit
A-14
|
Form
of Class M-10 Certificates
|
|
Exhibit
A-15
|
Form
of Class B-1 Certificates
|
|
Exhibit
A-16
|
Form
of Class B-2 Certificates
|
|
Exhibit
A-17
|
Form
of Class B-3 Certificates
|
|
Exhibit
A-18
|
Form
of Class C Certificates
|
|
Exhibit
A-19
|
Form
of Class P Certificates
|
|
Exhibit
A-20
|
Form
of Class R Certificates
|
|
Exhibit
A-21
|
Form
of Class R-X Certificates
|
|
Exhibit
B
|
[Reserved]
|
|
Exhibit
C
|
Forms
of Assignment Agreements
|
|
Exhibit
D
|
Mortgage
Loan Schedule
|
|
Exhibit
E
|
Request
for Release
|
|
Exhibit
F-1
|
Form
of Trustee’s Initial Certification
|
|
Exhibit
F-2
|
Form
of Trustee’s Final Certification
|
|
Exhibit
F-3
|
Form
of Receipt of Mortgage Note
|
|
Exhibit
G
|
[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
Servicer
|
|
Exhibit
O
|
Form
of Cap Contract
|
|
Exhibit
P
|
Additional
Disclosure Notification
|
|
Exhibit
Q
|
Form
of Interest Rate Swap Agreement
|
|
Exhibit
R-1
|
Form
of Delinquency Report
|
|
Exhibit
R-2
|
Form
of Monthly Remittance Advice
|
|
Exhibit
R-3
|
Form
of Realized Loss Report
|
|
Exhibit
S
|
Servicing
Criteria
|
|
Exhibit
T
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Schedule
I
|
Prepayment
Charge Schedule
|
This
Pooling and Servicing Agreement is dated as of March 1, 2006 (the “Agreement”),
among FINANCIAL ASSET SECURITIES CORP., as depositor (the “Depositor”), ▇▇▇▇▇
FARGO BANK, N.A., as master servicer and trust administrator (the “Master
Servicer” and “Trust Administrator”), ▇▇▇▇▇ FARGO BANK, N.A., as servicer (the
“Servicer”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (the
“Trustee”).
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of twenty-one classes
of
certificates, designated as (i) the Class A-1 Certificates, (ii) the Class
A-2
Certificates, (iii) the Class A-3 Certificates, (iv) the Class A-4 Certificates,
(v) the Class M-1 Certificates, (vi) the Class M-2 Certificates, (vii) the
Class
M-3 Certificates, (viii) the Class M-4 Certificates, (ix) the Class M-5
Certificates, (x) the Class M-6 Certificates, (xi) the Class M-7 Certificates,
(xii) the Class M-8 Certificates, (xiii) the Class M-9 Certificates, (xiv)
the
Class M-10 Certificates, (xv) the Class B-1 Certificates, (xvi) the Class B-2
Certificates, (xvii) the Class B-3 Certificates, (xviii) the Class C
Certificates, (xix) the Class P Certificates, (xx) the Class R Certificates
and
(xxi) the Class R-X Certificates.
REMIC
1
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets subject to
this Agreement (exclusive of the Net WAC Rate Carryover Reserve Account, any
Servicer Prepayment Charge Payment Amounts, the Cap Contract, 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)
|
$
|
186,096,599.99
|
March
25, 2036
|
||||
|
I-1-A
|
Variable(2)
|
$
|
10,939,343.75
|
March
25, 2036
|
||||
|
I-1-B
|
Variable(2)
|
$
|
10,939,343.75
|
March
25, 2036
|
||||
|
I-2-A
|
Variable(2)
|
$
|
11,164,955.00
|
March
25, 2036
|
||||
|
I-2-B
|
Variable(2)
|
$
|
11,164,955.00
|
March
25, 2036
|
||||
|
I-3-A
|
Variable(2)
|
$
|
11,354,400.00
|
March
25, 2036
|
||||
|
I-3-B
|
Variable(2)
|
$
|
11,354,400.00
|
March
25, 2036
|
||||
|
I-4-A
|
Variable(2)
|
$
|
11,505,936.25
|
March
25, 2036
|
||||
|
I-4-B
|
Variable(2)
|
$
|
11,505,936.25
|
March
25, 2036
|
||||
|
I-5-A
|
Variable(2)
|
$
|
11,618,112.50
|
March
25, 2036
|
||||
|
I-5-B
|
Variable(2)
|
$
|
11,618,112.50
|
March
25, 2036
|
||||
|
I-6-A
|
Variable(2)
|
$
|
11,809,545.00
|
March
25, 2036
|
||||
|
I-6-B
|
Variable(2)
|
$
|
11,809,545.00
|
March
25, 2036
|
||||
|
I-7-A
|
Variable(2)
|
$
|
11,712,938.75
|
March
25, 2036
|
||||
|
I-7-B
|
Variable(2)
|
$
|
11,712,938.75
|
March
25, 2036
|
||||
|
I-8-A
|
Variable(2)
|
$
|
12,276,161.25
|
March
25, 2036
|
||||
|
I-8-B
|
Variable(2)
|
$
|
12,276,161.25
|
March
25, 2036
|
||||
|
I-9-A
|
Variable(2)
|
$
|
42,006,962.50
|
March
25, 2036
|
||||
|
I-9-B
|
Variable(2)
|
$
|
42,006,962.50
|
March
25, 2036
|
||||
|
I-10-A
|
Variable(2)
|
$
|
100,564,707.50
|
March
25, 2036
|
||||
|
I-10-B
|
Variable(2)
|
$
|
100,564,707.50
|
March
25, 2036
|
||||
|
I-11-A
|
Variable(2)
|
$
|
19,827,321.25
|
March
25, 2036
|
||||
|
I-11-B
|
Variable(2)
|
$
|
19,827,321.25
|
March
25, 2036
|
||||
|
I-12-A
|
Variable(2)
|
$
|
2,450,530.00
|
March
25, 2036
|
||||
|
I-12-B
|
Variable(2)
|
$
|
2,450,530.00
|
March
25, 2036
|
||||
|
I-13-A
|
Variable(2)
|
$
|
2,338,713.75
|
March
25, 2036
|
||||
|
I-13-B
|
Variable(2)
|
$
|
2,338,713.75
|
March
25, 2036
|
||||
|
I-14-A
|
Variable(2)
|
$
|
2,232,358.75
|
March
25, 2036
|
||||
|
I-14-B
|
Variable(2)
|
$
|
2,232,358.75
|
March
25, 2036
|
||||
|
I-15-A
|
Variable(2)
|
$
|
2,131,183.75
|
March
25, 2036
|
||||
|
I-15-B
|
Variable(2)
|
$
|
2,131,183.75
|
March
25, 2036
|
||||
|
I-16-A
|
Variable(2)
|
$
|
2,034,917.50
|
March
25, 2036
|
||||
|
I-16-B
|
Variable(2)
|
$
|
2,034,917.50
|
March
25, 2036
|
||||
|
I-17-A
|
Variable(2)
|
$
|
1,943,306.25
|
March
25, 2036
|
||||
|
I-17-B
|
Variable(2)
|
$
|
1,943,306.25
|
March
25, 2036
|
||||
|
I-18-A
|
Variable(2)
|
$
|
1,856,112.50
|
March
25, 2036
|
||||
|
I-18-B
|
Variable(2)
|
$
|
1,856,112.50
|
March
25, 2036
|
||||
|
I-19-A
|
Variable(2)
|
$
|
1,773,107.50
|
March
25, 2036
|
||||
|
I-19-B
|
Variable(2)
|
$
|
1,773,107.50
|
March
25, 2036
|
||||
|
I-20-A
|
Variable(2)
|
$
|
2,896,131.25
|
March
25, 2036
|
||||
|
I-20-B
|
Variable(2)
|
$
|
2,896,131.25
|
March
25, 2036
|
||||
|
I-21-A
|
Variable(2)
|
$
|
6,745,461.25
|
March
25, 2036
|
||||
|
I-21-B
|
Variable(2)
|
$
|
6,745,461.25
|
March
25, 2036
|
||||
|
I-22-A
|
Variable(2)
|
$
|
1,739,076.25
|
March
25, 2036
|
||||
|
I-22-B
|
Variable(2)
|
$
|
1,739,076.25
|
March
25, 2036
|
||||
|
I-23-A
|
Variable(2)
|
$
|
1,221,613.75
|
March
25, 2036
|
||||
|
I-23-B
|
Variable(2)
|
$
|
1,221,613.75
|
March
25, 2036
|
||||
|
I-24-A
|
Variable(2)
|
$
|
1,033,476.25
|
March
25, 2036
|
||||
|
I-24-B
|
Variable(2)
|
$
|
1,033,476.25
|
March
25, 2036
|
||||
|
I-25-A
|
Variable(2)
|
$
|
994,543.75
|
March
25, 2036
|
||||
|
I-25-B
|
Variable(2)
|
$
|
994,543.75
|
March
25, 2036
|
||||
|
I-26-A
|
Variable(2)
|
$
|
957,122.50
|
March
25, 2036
|
||||
|
I-26-B
|
Variable(2)
|
$
|
957,122.50
|
March
25, 2036
|
||||
|
I-27-A
|
Variable(2)
|
$
|
921,148.75
|
March
25, 2036
|
||||
|
I-27-B
|
Variable(2)
|
$
|
921,148.75
|
March
25, 2036
|
||||
|
I-28-A
|
Variable(2)
|
$
|
886,565.00
|
March
25, 2036
|
||||
|
I-28-B
|
Variable(2)
|
$
|
886,565.00
|
March
25, 2036
|
||||
|
I-29-A
|
Variable(2)
|
$
|
853,316.25
|
March
25, 2036
|
||||
|
I-29-B
|
Variable(2)
|
$
|
853,316.25
|
March
25, 2036
|
||||
|
I-30-A
|
Variable(2)
|
$
|
821,346.25
|
March
25, 2036
|
||||
|
I-30-B
|
Variable(2)
|
$
|
821,346.25
|
March
25, 2036
|
||||
|
I-31-A
|
Variable(2)
|
$
|
790,606.25
|
March
25, 2036
|
||||
|
I-31-B
|
Variable(2)
|
$
|
790,606.25
|
March
25, 2036
|
||||
|
I-32-A
|
Variable(2)
|
$
|
761,043.75
|
March
25, 2036
|
||||
|
I-32-B
|
Variable(2)
|
$
|
761,043.75
|
March
25, 2036
|
||||
|
I-33-A
|
Variable(2)
|
$
|
732,615.00
|
March
25, 2036
|
||||
|
I-33-B
|
Variable(2)
|
$
|
732,615.00
|
March
25, 2036
|
||||
|
I-34-A
|
Variable(2)
|
$
|
705,273.75
|
March
25, 2036
|
||||
|
I-34-B
|
Variable(2)
|
$
|
705,273.75
|
March
25, 2036
|
||||
|
I-35-A
|
Variable(2)
|
$
|
678,976.25
|
March
25, 2036
|
||||
|
I-35-B
|
Variable(2)
|
$
|
678,976.25
|
March
25, 2036
|
||||
|
I-36-A
|
Variable(2)
|
$
|
653,681.25
|
March
25, 2036
|
||||
|
I-36-B
|
Variable(2)
|
$
|
653,681.25
|
March
25, 2036
|
||||
|
I-37-A
|
Variable(2)
|
$
|
629,350.00
|
March
25, 2036
|
||||
|
I-37-B
|
Variable(2)
|
$
|
629,350.00
|
March
25, 2036
|
||||
|
I-38-A
|
Variable(2)
|
$
|
605,941.25
|
March
25, 2036
|
||||
|
I-38-B
|
Variable(2)
|
$
|
605,941.25
|
March
25, 2036
|
||||
|
I-39-A
|
Variable(2)
|
$
|
15,833,661.25
|
March
25, 2036
|
||||
|
I-39-B
|
Variable(2)
|
$
|
15,833,661.25
|
March
25, 2036
|
||||
|
P
|
Variable(2)
|
$
|
100.00
|
March
25, 2036
|
||||
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 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)
|
$ 793,897,732.94
|
March
25, 2036
|
|
LTA1
|
Variable(2)
|
$ 2,898,630.00
|
▇▇▇▇▇
▇▇, ▇▇▇▇
|
|
▇▇▇▇
|
Variable(2)
|
$ 947,660.00
|
March
25, 2036
|
|
LTA3
|
Variable(2)
|
$ 1,881,130.00
|
▇▇▇▇▇
▇▇, ▇▇▇▇
|
|
▇▇▇▇
|
Variable(2)
|
$ 498,200.00
|
March
25, 2036
|
|
LTM1
|
Variable(2)
|
$ 295,690.00
|
March
25, 2036
|
|
LTM2
|
Variable(2)
|
$ 267,330.00
|
March
25, 2036
|
|
LTM3
|
Variable(2)
|
$ 170,120.00
|
March
25, 2036
|
|
LTM4
|
Variable(2)
|
$ 145,820.00
|
March
25, 2036
|
|
LTM5
|
Variable(2)
|
$ 145,820.00
|
March
25, 2036
|
|
LTM6
|
Variable(2)
|
$ 125,570.00
|
March
25, 2036
|
|
LTM7
|
Variable(2)
|
$ 121,510.00
|
March
25, 2036
|
|
LTM8
|
Variable(2)
|
$ 101,260.00
|
March
25, 2036
|
|
LTM9
|
Variable(2)
|
$ 81,010.00
|
March
25, 2036
|
|
LTM10
|
Variable(2)
|
$ 81,010.00
|
March
25, 2036
|
|
LTB1
|
Variable(2)
|
$ 81,010.00
|
March
25, 2036
|
|
LTB2
|
Variable(2)
|
$ 64,810.00
|
March
25, 2036
|
|
LTB3
|
Variable(2)
|
$ 97,210.00
|
March
25, 2036
|
|
LTZZ
|
Variable(2)
|
$ 8,198,204.55
|
▇▇▇▇▇
▇▇, ▇▇▇▇
|
|
▇▇▇
|
Variable(2)
|
$ 100.00
|
March
25, 2036
|
|
LTIO
|
Variable(2)
|
(3)
|
March
25, 2036
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 2 Pass-Through Rate”
herein.
(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-1
|
$ 289,863,000.00
|
Variable(2)
|
March
25, 2036
|
|
Class
A-2
|
$ 94,766,000.00
|
Variable(2)
|
March
25, 2036
|
|
Class
A-3
|
$ 188,113,000.00
|
Variable(2)
|
March
25, 2036
|
|
Class
A-4
|
$ 49,820,000.00
|
Variable(2)
|
March
25, 2036
|
|
Class
M-1
|
$ 29,569,000.00
|
Variable(2)
|
March
25, 2036
|
|
Class
M-2
|
$ 26,733,000.00
|
Variable(2)
|
March
25, 2036
|
|
Class
M-3
|
$ 17,012,000.00
|
Variable(2)
|
March
25, 2036
|
|
Class
M-4
|
$ 14,582,000.00
|
Variable(2)
|
March
25, 2036
|
|
Class
M-5
|
$ 14,582,000.00
|
Variable(2)
|
March
25, 2036
|
|
Class
M-6
|
$ 12,557,000.00
|
Variable(2)
|
March
25, 2036
|
|
Class
M-7
|
$ 12,151,000.00
|
Variable(2)
|
March
25, 2036
|
|
Class
M-8
|
$ 10,126,000.00
|
Variable(2)
|
March
25, 2036
|
|
Class
M-9
|
$ 8,101,000.00
|
Variable(2)
|
March
25, 2036
|
|
Class
M-10
|
$ 8,101,000.00
|
Variable(2)
|
March
25, 2036
|
|
Class
B-1
|
$ 8,101,000.00
|
Variable(2)
|
March
25, 2036
|
|
Class
B-2
|
$ 6,481,000.00
|
Variable(2)
|
March
25, 2036
|
|
Class
B-3
|
$ 9,721,000.00
|
5.0000%
per annum(3)
|
March
25, 2036
|
|
Class
C Interest
|
$ 9,720,727.49
|
Variable(4)
|
March
25, 2036
|
|
Class
P Interest
|
$ 100.00
|
N/A(5)
|
March
25, 2036
|
|
Class
IO Interest
|
(6)
|
(7)
|
March
25, 2036
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Pass-Through Rate” herein.
(3) Subject
to increase and limitation as set forth in the definition of “Pass-Through Rate”
herein.
(4) The
Class
C Interest will accrue interest at its variable Pass-Through Rate on the
Notional Amount of the Class C Interest outstanding from time to time which
shall equal the aggregate Uncertificated Principal Balance of the REMIC 2
Regular Interests (other than REMIC 2 Regular Interest LTP). The Class C
Interest will not accrue interest on its Certificate Principal
Balance.
(5) The
Class
P Interest will not accrue interest.
(6) For
federal income tax purposes, the Class IO Interest will not have a Certificate
Principal Balance, but will have a notional amount equal to the Uncertificated
Notional Amount of REMIC 2 Regular Interest LTIO.
(7) For
federal income tax purposes, the Class IO Interest will not have a Pass-Through
Rate, but will be entitled to 100% of the amounts distributed on REMIC 2 Regular
Interest LTIO.
REMIC
4
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 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 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 4 created hereunder:
|
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|
Class
C Certificates
|
$
9,720,727.49
|
Variable(2)
|
March
25, 2036
|
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) The
Class
C Certificates will receive 100% of amounts received in respect of the Class
C
Interest.
REMIC
5
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 5.”
The Class R-5 Interest represents the sole class of “residual interests” in
REMIC 5 for purposes of the REMIC Provisions.
The
following table sets forth (or describes) the designation, Pass-Through Rate,
the Original Class Certificate Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated Class of Certificates that represents a “regular
interest” in REMIC 5 created hereunder:
|
Designation
|
Original
Class Certificate Principal Balance
|
Pass-Through
Rate
|
Latest
Possible Maturity Date(1)
|
|
Class
P
|
$100.00
|
Variable(2)
|
March
25, 2036
|
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) The
Class
P Certificates will receive 100% of amounts received in respect of the Class
P
Interest.
REMIC
6
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 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 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 6 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)
|
March
25, 2036
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) REMIC
6
Regular Interest SWAP IO shall receive 100% of amounts received in respect
of
the Class IO Interest.
ARTICLE
I
DEFINITIONS
| SECTION 1.01 |
Defined
Terms.
|
Whenever
used in this Agreement or in the Preliminary Statement, the following words
and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all calculations in
respect of interest on the Floating Rate Certificates shall be made on the
basis
of the actual number of days elapsed and a 360-day year and all calculations
in
respect of interest on the
Fixed
Rate Certificates,
the
Class C Certificates and all other calculations of interest described herein
shall be made on the basis of a 360-day year consisting of twelve 30-day months.
The Class P Certificates and the Residual Certificates are not entitled to
distributions in respect of interest and, accordingly, will not accrue
interest.
“10-K
Filing Deadline” has the meaning set forth in Section
4.05(a)(iv)(A).
“1933
Act”: The Securities Act of 1933, as amended.
“Account”:
Either of the Collection Account or Distribution Account.
“Accepted
Master Servicing Practices”: With respect to any Mortgage Loan, as applicable,
either (x) those customary mortgage loan master servicing practices of prudent
mortgage servicing institutions that master service mortgage loans of the same
type and quality as such Mortgage Loan in the jurisdiction where the related
Mortgaged Property is located, to the extent applicable to the Master Servicer
(except in its capacity as successor to the Servicer), or (y) as provided in
Section 3A.01 hereof, but in no event below the standard set forth in clause
(x).
“Accrual
Period”: With respect to the Floating Rate Certificates and each Distribution
Date, the period commencing on the preceding Distribution Date (or in the case
of the first such Accrual Period, commencing on the Closing Date) and ending
on
the day preceding such Distribution Date. With respect to the Fixed Rate
Certificates and the Class C Certificates and each Distribution Date, the
calendar month prior to the month of such Distribution Date.
“Additional
Disclosure Notification”: The meaning set forth in Section 4.05(a)(ii).
“Additional
Form 10-D Disclosure”: The
meaning set forth in Section 4.05(a)(i).
“Additional
Form 10-K Disclosure”: The meaning set forth in Section
4.05(a)(iv).
“Adjustable-Rate
Mortgage Loan”: A first lien Mortgage Loan which provides at any period during
the life of such loan for the adjustment of the Mortgage Rate payable in respect
thereto. The Adjustable Rate Mortgage Loans are identified as such on the
Mortgage Loan Schedule.
“Adjusted
Net Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the related
REO Property), as of any date of determination, a per annum rate of interest
equal to the applicable Maximum Mortgage Rate for such Mortgage Loan (or the
Mortgage Rate in the case of any Fixed-Rate Mortgage Loan) as of the first
day
of the month preceding the month in which the related Distribution Date occurs
minus the sum of (i) the Servicing Fee Rate, (ii) the Administration Fee Rate
and (iii) the Credit Risk Manager Fee Rate.
“Adjusted
Net Mortgage Rate”: With respect to any Mortgage Loan (or the related REO
Property), as of any date of determination, a per annum rate of interest equal
to the applicable Mortgage Rate for such Mortgage Loan as of the first day
of
the month preceding the month in which the related Distribution Date occurs
minus sum of (i) the Servicing Fee Rate and (ii) the Administration Fee Rate
and
(iii) the Credit Risk Manager Fee Rate.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, each adjustment date,
on which the Mortgage Rate of such Mortgage Loan changes pursuant to the related
Mortgage Note. The first Adjustment Date following the Cut-off Date as to each
Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
“Administration
Fee”: The amount payable to the Trust Administrator on each Distribution Date
pursuant to Section 8.05 as compensation for all services rendered by the Trust
Administrator in the execution and administration of the trust created hereby
and in the exercise and performance of any of the powers and duties of the
Trust
Administrator hereunder, which amount, with respect to the Mortgage Loans and
REO Properties and for any calendar month, shall be equal to one-twelfth of
the
Administration Fee Rate (without regard to the words “per annum” in the
definition thereof) multiplied by the Stated Principal Balance of the Mortgage
Loans as of the first day of the related Due Period. The fee payable to the
Trustee for all services rendered by it in the exercise and performance of
any
of its respective powers and duties hereunder will be paid by the Trust
Administrator on an annual basis from its own funds in accordance with a
separate agreement between the Trust Administrator and the Trustee.
“Administration
Fee Rate”: 0.0050% per annum.
“Advance”:
As to any Mortgage Loan or REO Property, any advance made by the Master Servicer
or Servicer in respect of any Distribution Date pursuant to Section
4.04
“Advance
Facility”: As defined in Section 3.29 hereof.
“Advance
Facility Notice”: As defined in Section 3.29 hereof.
“Advance
Financing Person”: As defined in Section 3.29 hereof.
“Advance
Reimbursement Amounts”: As defined in Section 3.29 hereof.
“Adverse
REMIC Event”: As defined in Section 9.01(f) hereof.
“Affiliate”:
With respect to any Person, any other Person controlling, controlled by or
under
common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
or
indirectly, whether through ownership of voting securities, by contract or
otherwise and “controlling” and “controlled” shall have meanings correlative to
the foregoing.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amount”: With respect to any Distribution Date and any Class of
Mezzanine Certificates or the Class B Certificates, the sum of (i) any Realized
Losses allocated to such Class of Certificates on such Distribution Date and
(ii) the amount of any Allocated Realized Loss Amount for such Class of
Certificates remaining undistributed from the previous Distribution Date as
reduced by an amount equal to the increase in the related Certificate Principal
Balance due to the receipt of Subsequent Recoveries.
“Assessment
of Compliance”: As defined in Section 3.21.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form, which is sufficient under the laws of the jurisdiction wherein
the related Mortgaged Property is located to reflect or record the sale of
the
Mortgage.
“Assignment
Agreements”: Each Assignment and Recognition Agreement, dated March 17, 2006,
among the Seller, the related Originator and the Depositor, pursuant to which
certain of the Seller’s rights under the related Master Agreement were assigned
to the Depositor, substantially in the forms attached hereto as Exhibit
C.
“Assumed
Final Maturity Date”: As to each Class of Certificates, the date set forth as
such in the Prospectus Supplement.
“Attestation
Report”: As defined in Section 3.21.
“Available
Funds”: With respect to any Distribution Date, an amount equal to the excess of
(i) the sum of (a) the aggregate of the related Monthly Payments received on
the
Mortgage Loans on or prior to the related Determination Date, (b) Net
Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, Subsequent
Recoveries, proceeds from repurchases of and substitutions for such Mortgage
Loans and other unscheduled recoveries of principal and interest in respect
of
the Mortgage Loans received during the related Prepayment Period, (c) the
aggregate of any amounts received in respect of a related REO Property withdrawn
from any REO Account and deposited in the Collection Account for such
Distribution Date, (d) the aggregate of any amounts deposited in the Collection
Account by the Servicer in respect of related Prepayment Interest Shortfalls
for
such Distribution Date, (e) the aggregate of any Advances made by the Servicer
for such Distribution Date in respect of the Mortgage Loans, (f) the aggregate
of any related advances made by the Trustee in respect of the Mortgage Loans
for
such Distribution Date pursuant to Section 7.02 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 to the Master Servicer pursuant
to Section 3A.09, (b) Extraordinary Trust Fund Expenses reimburseable to the
Trustee, the Servicer, the Master Servicer or the Trust Administrator pursuant
to 3A.12 or the Trustee pursuant to Section 3.11(b) or the Swap Provider
(including any New Swap Payment and Swap Termination Payment owed to the Swap
Provider but excluding any Swap Termination Payment owed to the Swap Provider
resulting from a Swap Provider Trigger Event), (b) amounts deposited in the
Collection Account or the Distribution Account pursuant to clauses (a) through
(g) above, as the case may be, in error, (c) the amount of any Prepayment
Charges collected by the Servicer in connection with the full or partial
prepayment of any of the Mortgage Loans and any Servicer Prepayment Charge
Payment Amount, (d) any indemnification payments or expense reimbursements
made
by the Trust Fund pursuant to Section 6.03 or Section 8.05, (e) any Net Swap
Payment or Swap Termination Payment owed to the Swap Provider (other than any
Swap Termination Payment owed to the Swap Provider resulting from a Swap
Provider Trigger Event) and (f) without duplication, any amounts in respect
of
the items set forth in clauses (I)(a) and (I)(b) permitted hereunder to be
retained by the Master Servicer or to be withdrawn by the Master Servicer from
the Distribution Account pursuant to 3A.12.
“Back-Up
Certification”: The meaning set forth in Section 4.05(a)(iv).
“Balloon
Mortgage Loan”: A Mortgage Loan that provides for the payment of the unamortized
Stated Principal Balance of such Mortgage Loan in a single payment at the
maturity of such Mortgage Loan that is substantially greater than the preceding
monthly payment.
“Balloon
Payment”: A payment of the unamortized Stated Principal Balance of a Mortgage
Loan in a single payment at the maturity of such Mortgage Loan that is
substantially greater than the preceding Monthly Payment.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Basic
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the Principal Remittance Amount for such Distribution Date over
(ii) the Overcollateralization Release Amount, if any, for such Distribution
Date.
“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 and the Fixed Rate Certificates shall be Book-Entry
Certificates.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings institutions in the State of Delaware, the State of New York, the State
of Texas, the State of California, the State of Minnesota or in the city in
which the Corporate Trust Office of the Trustee or the Corporate Trust Office
of
the Trust Administrator is located are authorized or obligated by law or
executive order to be closed.
“Cap
Amount”: The Cap Amount for any Class of the Floating Rate Certificates is equal
to (i) the aggregate amount received by the Trust from the Cap Contract
multiplied by (ii) a fraction equal to (a) the Certificate Principal Balance
of
such Class immediately prior to the applicable Distribution Date divided by
(b)
the aggregate Certificate Principal Balance of the Floating Rate Certificates
immediately prior to the applicable Distribution Date.
“Cap
Contract”: The Cap Contract between the Trust Administrator (in its capacity as
Supplemental Interest Trust Trustee) and the counterparty thereunder, a form
of
which is attached hereto as Exhibit O.
“Certificate”:
Any Regular Certificate or Residual Certificate.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or non-U.S. Person
shall not be a Holder of a Residual Certificate for any purpose hereof and,
solely for the purposes of giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Depositor, the Servicer or the Master
Servicer or any Affiliate thereof shall be deemed not to be outstanding and
the
Voting Rights to which it is entitled shall not be taken into account in
determining whether the requisite percentage of Voting Rights necessary to
effect any such consent has been obtained, except as otherwise provided in
Section 11.01. The Trust Administrator and the Trustee may conclusively rely
upon a certificate of the Depositor, the Servicer or the Master Servicer in
determining whether a Certificate is held by an Affiliate thereof. All
references herein to “Holders” or “Certificateholders” shall reflect the rights
of Certificate Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise specified
herein; provided, however, that the Trust Administrator and the Trustee shall
be
required to recognize as a “Holder” or “Certificateholder” only the Person in
whose name a Certificate is registered in the Certificate Register.
“Certificate
Margin”: With respect to the Floating Rate Certificates and for purposes of the
Marker Rate and the Maximum Uncertificated Accrued Interest Deferral Amount,
the
specified REMIC 2 Regular Interest, as follows:
|
Class
|
REMIC
2
Regular
Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
A-1
|
LTA1
|
0.0700%
|
0.1400%
|
|
A-2
|
LTA2
|
0.1300%
|
0.2600%
|
|
A-3
|
LTA3
|
0.1800%
|
0.3600%
|
|
A-4
|
LTA4
|
0.2700%
|
0.5400%
|
|
M-1
|
LTM1
|
0.3300%
|
0.4950%
|
|
M-2
|
LTM2
|
0.3500%
|
0.5250%
|
|
M-3
|
LTM3
|
0.3700%
|
0.5550%
|
|
M-4
|
LTM4
|
0.4700%
|
0.7050%
|
|
M-5
|
LTM5
|
0.4900%
|
0.7350%
|
|
M-6
|
LTM6
|
0.5500%
|
0.8250%
|
|
M-7
|
LTM7
|
1.1000%
|
1.6500%
|
|
M-8
|
LTM8
|
1.2250%
|
1.8375%
|
|
M-9
|
LTM9
|
2.2500%
|
3.3750%
|
|
M-10
|
LTM10
|
2.5000%
|
3.7500%
|
|
B-1
|
LTB1
|
2.5000%
|
3.7500%
|
|
B-2
|
LTB2
|
2.5000%
|
3.7500%
|
__________
(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 or the Class B Certificates, 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 Fixed Rate Certificates, the Floating Rate Certificates and the Class P
Certificates then outstanding.
“Certificate
Register” and “Certificate Registrar”: The register maintained and registrar
appointed pursuant to Section 5.02 hereof.
“Certification”:
As defined in Section 3.22(b)(ii).
“Certification
Parties”: The meaning set forth in Section 4.05(a)(iv).
“Certifying
Person”: The meaning set forth in Section 4.05(a)(iv).
“Class”:
Collectively, Certificates which have the same priority of payment and bear
the
same class designation and the form of which is identical except for variation
in the Percentage Interest evidenced thereby.
“Class
A-1 Certificate”: Any one of the Class A-1 Certificates executed by the
Trust
Administrator,
and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-1, representing (i) a Regular Interest in
REMIC
3, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii) the
obligation to pay the Class IO Distribution Amount.
“Class
A-2 Certificate”: Any one of the Class A-2 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-2, representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
A-3 Certificate”: Any one of the Class A-3 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-3, representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
A-4 Certificate”: Any one of the Class A-4 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-4, representing (i) a
Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
B
Certificates”: Collectively, the Class B-1 Certificates, Class B-2 Certificates
and Class B-3 Certificates.
“Class
B-1 Certificate”: Any one of the Class B-1 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-16, representing (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
B-2 Certificate”: Any one of the Class B-2 Certificates executed by the Trust
Administrator, 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 3, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
B-3 Certificate”: Any one of the Class B-3 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-18, 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
B-1 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (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
B-1
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 93.60% 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
B-2 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (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 B-1
Certificates (after taking into account the distribution of the Class B-1
Principal Distribution Amount on such Distribution Date) and (xiii) the
Certificate Principal Balance of the Class B-2 Certificates immediately prior
to
such Distribution Date over (y) the lesser of (A) the product of (i) 95.20%
and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the 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
B-3 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (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 B-1
Certificates (after taking into account the distribution of the Class B-1
Principal Distribution Amount on such Distribution Date), (xiii) the Certificate
Principal Balance of the Class B-2 Certificates (after taking into account
the
distribution of the Class B-2 Principal Distribution Amount on such Distribution
Date) and (xiv) the Certificate Principal Balance of the Class B-3 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 97.60% 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
C
Certificates”: Any one of the Class C Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-17, representing (i) a Regular Interest in REMIC 4, (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 Trust Administrator on such Distribution Date in
excess of the amount payable on the Class IO Interest on such Distribution
Date,
all as further provided in Section 4.10 hereof.
“Class
IO
Interest”: An uncertificated interest in the Trust Fund evidencing a Regular
Interest in REMIC 3.
“Class
M-1 Certificate”: Any one of the Class M-1 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-6, 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 Credit Enhancement Percentage”: With respect to any Distribution Date, the
percentage obtained by dividing (x) the aggregate Certificate Principal Balance
of the Mezzanine Certificates (other than the Class M-1 Certificates) and the
Class CE Certificates by (y) the aggregate Stated Principal Balance of the
Mortgage Loans calculated prior to taking into account distributions of
principal on the Mortgage Loans and distribution of the Principal Distribution
Amount to the holders of the Certificates then entitled to distributions of
principal on such Distribution Date.
“Class
M-1 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date) and (ii) the Certificate Principal Balance of the Class
M-1 Certificates immediately prior to such Distribution Date over (y) the lesser
of (A) the product of (i) 61.00% and (ii) the Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.
“Class
M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-7, 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
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date) and (iii) the
Certificate Principal Balance of the Class M-2 Certificates immediately prior
to
such Distribution Date over (y) the lesser of (A) the product of (i) 67.60%
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-3 Certificate”: Any one of the Class M-3 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-8, 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
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 71.80% 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-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-9, 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
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (v) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 75.40% 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-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-10, 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-5 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 79.00% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus the
Overcollateralization Floor.
“Class
M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-11, 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-6 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Class A Principal Distribution Amount
on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 82.10% 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-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-12, 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-7 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 85.10% 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-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-13, 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-8 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 87.60% 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-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-14, 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-9 Principal Distribution Amount”: The excess of (x) the sum of (i) the
Certificate Principal Balance of the Senior Certificates (after taking into
account the distribution of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 89.60% 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-10 Certificate”: Any one of the Class M-10 Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-15, 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-10 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Senior Certificates (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account
the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
(after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
(after taking into account the distribution of the Class M-9 Principal
Distribution Amount on such Distribution Date) and (xi) the Certificate
Principal Balance of the Class M-10 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 91.60% 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
P
Certificates”: Any one of the Class P Certificates executed by the Trust
Administrator, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-18, representing a Regular
Interest in REMIC 5.
“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 Trust Administrator, 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 Interest and the Class R-3 Interest.
“Class
R-X Certificate”: The Class R-X Certificate executed by the Trust Administrator,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-20 and evidencing the ownership of the
Class R-4 Interest, the Class R-5 Interest and the Class R-6
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.
“Close
of
Business”: As used herein, with respect to any Business Day, 5:00 p.m. (New York
time).
“Closing
Date”: April 6, 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 “▇▇▇▇▇ Fargo Bank, N.A., as
Servicer for Deutsche Bank National Trust Company as Trustee, in trust for
the
registered Holders of Soundview Home Loan Trust 2006-2, Asset-Backed
Certificates, Series 2006-2,” which must be an Eligible Account.
“Commission”:
The U.S. Securities and Exchange Commission.
“Compensating
Interest”: With respect to the Servicer and any Principal Prepayment, the amount
in respect of Prepayment Interest Shortfalls required to be paid by the Servicer
pursuant to Section 3.24 from its own funds without right of reimbursement.
With
respect to the Master Servicer, the amount in respect of Prepayment Interest
Shortfalls required to be paid by the Master Servicer pursuant to Section 3A.10
from its own funds without right of reimbursement except as provided in Section
3A.10.
“Corporate
Trust Office”: The principal corporate trust office of the Trustee or the Trust
Administrator, as the case may be, at which at any particular time its corporate
trust business in connection with this Agreement shall be administered, which
office at the date of the execution of this instrument is located at, (i) with
respect to the Trustee, ▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇, or at such other address as the Trustee may designate from time
to
time by notice to the Certificateholders, the Depositor, the Servicer, the
Master Servicer, the Originator, and the Trust Administrator, or (ii) with
respect to the Trust Administrator, (A) for Certificate transfer and surrender
purposes, ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Services—Soundview
2006-2 and (B) for all other purposes, ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Services—
Soundview 2006-2, or in each case, at such other address as the Trust
Administrator may designate from time to time by notice to the
Certificateholders, the Depositor, the Servicer, the Master Servicer, the
Originator and the Trustee.
“Corresponding
Certificate”: With respect to each REMIC 2 Regular Interest set forth below, the
corresponding Regular Certificate set forth in the table below:
|
REMIC
2 Regular Interest
|
Regular
Certificate
|
|
LTA1
|
Class
A-1
|
|
LTA2
|
Class
A-2
|
|
LTA3
|
Class
A-3
|
|
LTA4
|
Class
A-4
|
|
LTM1
|
Class
M-1
|
|
LTM2
|
Class
M-2
|
|
LTM3
|
Class
M-3
|
|
LTM4
|
Class
M-4
|
|
LTM5
|
Class
M-5
|
|
LTM6
|
Class
M-6
|
|
LTM7
|
Class
M-7
|
|
LTM8
|
Class
M-8
|
|
LTM9
|
Class
M-9
|
|
LTM10
|
Class
M-10
|
|
LTB1
|
Class
B-1
|
|
LTB2
|
Class
B-2
|
|
LTB3
|
Class
B-3
|
|
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, the Class B 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.
“Credit
Risk Management Agreement”: The respective agreements between the Credit Risk
Manager and the Servicer and/or Master Servicer regarding the loss mitigation
and advisory services to be provided by the Credit Risk Manager.
“Credit
Risk Manager”: ▇▇▇▇▇▇▇ Fixed Income Services Inc., a Colorado corporation,
formerly known as The Murrayhill Company, and its successors and assigns.
“Credit
Risk Manager Fee”: The amount payable to the Credit Risk Manager on each
Distribution Date as compensation for all services rendered by it in the
exercise and performance of any of the powers and duties of the Credit Risk
Manager under the Credit Risk Management Agreement and any other agreement
pursuant to which the Credit Risk Manager is to perform any duties with respect
to the Mortgage Loans, which amount shall equal one twelfth of the product
of
(i) the Credit Risk Manager Fee Rate (without regard to the words “per annum”)
and (ii) the aggregate Stated Principal Balance of the Mortgage Loans and any
related REO Properties as of the first day of the related Due
Period.
“Credit
Risk Manager Fee Rate”: 0.0125% per annum.
“Cumulative
Loss Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate amount of
Realized Losses incurred from the Cut-off Date to the last day of the preceding
calendar month and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
“Custodial
Agreement”: The agreement dated March 1, 2006 among Deutsche Bank National Trust
Company, as trustee, JPMorgan Chase Bank, N.A., as custodian and ▇▇▇▇▇ Fargo
Bank, N.A., as master servicer and servicer.
“Custodian”:
Deutsche Bank National Trust Company, as custodian of the Mortgage Files, or
any
successor thereto with respect to all of the Mortgage Loans other than the
Centex Mortgage Loans. JPMorgan Chase Bank, National Association, as custodian
of the Mortgage Files with respect to the Centex Mortgage Loans.
“Cut-off
Date”: With respect to each Mortgage Loan, March 1, 2006.
“Cut-off
Date Principal Balance”: With respect to any Mortgage Loan, the unpaid Stated
Principal Balance thereof as of the Cut-off Date of such Mortgage Loan (or
as of
the applicable date of substitution with respect to a Qualified Substitute
Mortgage Loan), after giving effect to scheduled payments due on or before
the
Cut-off Date, whether or not received.
“Debt
Service Reduction”: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less than
the then outstanding Stated Principal Balance of the Mortgage Loan, which
valuation results from a proceeding initiated under the Bankruptcy
Code.
“Definitive
Certificates”: As defined in Section 5.02(c) hereof.
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by one or more
Qualified Substitute Mortgage Loans.
“Delinquency
Percentage”: For any Distribution Date, the percentage obtained by dividing (x)
the aggregate Stated Principal Balance of Mortgage Loans that are Delinquent
60
days or more (including Mortgage Loans that are in foreclosure, that have been
converted to REO Properties or that have been discharged by reason of bankruptcy
and are Delinquent 60 days or more) in each case, as of the last day of the
previous calendar month by (y) the aggregate Stated Principal Balance of the
Mortgage Loans (in each case, after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period.
“Delinquent”:
With respect to any Mortgage Loan and related Monthly Payment, the Monthly
Payment due on a Due Date which is not made by the Close of Business on the
next
scheduled Due Date for such Mortgage Loan. For example, a Mortgage Loan is
60 or
more days Delinquent if the Monthly Payment due on a Due Date is not made by
the
Close of Business on the second scheduled Due Date after such Due
Date.
“Depositor”:
Financial Asset Securities Corp., a Delaware corporation, or any successor
in
interest.
“Depository”:
The initial Depository shall be The Depository Trust Company, whose nominee
is
Cede & Co., or any other organization registered as a “clearing agency”
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.
The
Depository shall initially be the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a “clearing corporation” as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of
New
York.
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With respect to any Distribution Date, the 15th
day of
the calendar month in which such Distribution Date occurs or, if such
15th
day is
not a Business Day, the Business Day immediately preceding such 15th
day.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by any REMIC other than through an Independent
Contractor; provided, however, that the Trustee (or the Servicer or the Master
Servicer on behalf of the Trustee) shall not be considered to Directly Operate
an REO Property solely because the Trustee (or the Servicer or the Master
Servicer on behalf of the Trustee) establishes rental terms, chooses tenants,
enters into or renews leases, deals with taxes and insurance, or makes decisions
as to repairs or capital expenditures with respect to such REO
Property.
“Disqualified
Organization”: A “disqualified organization” under Section 860E of the Code,
which as of the Closing Date is any of: (i) the United States, any state or
political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (ii)
any
organization (other than a cooperative described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code unless such
organization is subject to the tax imposed by Section 511 of the Code, (iii)
any
organization described in Section 1381(a)(2)(C) of the Code or (iv) an “electing
large partnership” within the meaning of Section 775 of the Code. A corporation
will not be treated as an instrumentality of the United States or of any state
or political subdivision thereof, if all of its activities are subject to tax
and a majority of its board of directors is not selected by a governmental
unit.
The term “United States”, “state” and “international organizations” shall have
the meanings set forth in Section 7701 of the Code.
“Distribution
Account”: The trust account or accounts created and maintained by the Trust
Administrator pursuant to Section 3.10(b) which shall be entitled “Distribution
Account, ▇▇▇▇▇ Fargo Bank, N.A. as Trust Administrator, in trust for the
registered Certificateholders of Soundview Home Loan Trust 2006-2, Asset-Backed
Certificates, Series 2006-2” 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 April 2006.
“Due
Date”: With respect to each Mortgage Loan and any Distribution Date, the first
day of the calendar month in which such Distribution Date occurs on which the
Monthly Payment for such Mortgage Loan was due (or, in the case of any Mortgage
Loan under the terms of which the Monthly Payment for such Mortgage Loan was
due
on a day other than the first day of the calendar month in which such
Distribution Date occurs, the day during the related Due Period on which such
Monthly Payment was due), exclusive of any days of grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the month preceding the month in which such Distribution Date
occurs and ending on the first day of the month in which such Distribution
Date
occurs.
“Eligible
Account”: Any of (i) an account or accounts maintained with a federal or state
chartered depository institution or trust company the short-term unsecured
debt
obligations of which (or, in the case of a depository institution or trust
company that is the principal subsidiary of a holding company, the short-term
unsecured debt obligations of such holding company) are rated A-1+ by S&P,
F-1 by Fitch and P-1 by ▇▇▇▇▇’▇ (or comparable ratings if S&P, 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 Trust
Administrator and the Trustee. Eligible Accounts may bear interest.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Escrow
Payments”: The amounts constituting ground rents, taxes, assessments, water
rates, fire and hazard insurance premiums and other payments required to be
escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage
Loan.
“Excess
Overcollateralized Amount”: With respect to the Fixed Rate Certificates and the
Floating Rate Certificates and any Distribution Date, the excess, if any, of
(i)
the Overcollateralized Amount for such Distribution Date, assuming that 100%
of
the Principal Remittance Amount is applied as a principal payment on such
Distribution Date and (ii) any amounts received under the Interest Rate Swap
Agreement for such purposes over (iii) the Overcollateralization Target Amount
for such Distribution Date.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder.
“Extra
Principal Distribution Amount”: With respect to any Distribution Date, the
lesser of (x) the Monthly Interest Distributable Amount distributable on the
Class C Certificates on such Distribution Date as reduced by Realized Losses
allocated thereto with respect to such Distribution Date pursuant to Section
4.08 and (y) the Overcollateralization Deficiency Amount for such Distribution
Date.
“Extraordinary
Trust Fund Expense”: Any amounts reimbursable to the Master Servicer pursuant to
Section 3A.03 or Section 6.03, to the Servicer, the Trustee or the Trust
Administrator, or any director, officer, employee or agent of the Trustee or
the
Trust Administrator from the Trust Fund pursuant to Section 6.03, Section 8.05
or Section 10.01(c) and any amounts payable from the Distribution Account in
respect of taxes pursuant to Section 10.01(g)(iii).
“▇▇▇▇▇▇
▇▇▇”: Federal National Mortgage Association or any successor
thereto.
“Fixed
Rate Certificates”: The Class B-3 Certificates.
“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, the Mezzanine Certificates and the
Class B Certificates (other than the Class B-3 Certificates).
“Floating
Swap Payment”: With respect to any Distribution Date, a floating amount equal to
the product of (i) Swap LIBOR, (ii) the related Base Calculation Amount (as
defined in the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction,
the
numerator of which is the actual number of days elapsed from and including
the
previous Floating Rate Payer Payment Date (as defined in the Interest Rate
Swap
Agreement) to but excluding the current Floating Rate Payer Payment (or, for
the
first Floating Rate Payer Payment Date, the actual number of days elapsed from
the Closing Date to but excluding the first Floating Rate Payer Payment Date),
and the denominator of which is 360.
“Form
8-K
Disclosure Information”: The meaning set forth in Section
4.06(a)(iii).
“Formula
Rate”: For any Distribution Date and the Floating Rate Certificates, the lesser
of (a) the sum of (i) LIBOR plus (ii) the related Certificate Margin and (b)
the
Maximum Cap Rate.
“▇▇▇▇▇▇▇
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
or Class B 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 B-1 Certificates, Class B-2 Certificates and Class B-3
Certificates.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class C
Certificates, the Class P Certificates and/or the Class R Certificates (or
any
portion thereof).
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, the Servicer or the Master Servicer and
their
respective Affiliates, (b) does not have any direct financial interest in or
any
material indirect financial interest in the Depositor or the Servicer or any
Affiliate thereof, and (c) is not connected with the Depositor or the Servicer
or any Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions; provided,
however, that a Person shall not fail to be Independent of the Depositor or
the
Servicer or any Affiliate thereof merely because such Person is the beneficial
owner of 1% or less of any class of securities issued by the Depositor or the
Servicer or any Affiliate thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Servicer or the Master
Servicer) that would be an “independent contractor” with respect to any of the
REMICs created hereunder within the meaning of Section 856(d)(3) of the Code
if
such REMIC were a real estate investment trust (except that the ownership tests
set forth in that section shall be considered to be met by any Person that
owns,
directly or indirectly, 35% or more of any Class of Certificates), so long
as
each such REMIC does not receive or derive any income from such Person and
provided that the relationship between such Person and such REMIC is at arm’s
length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5),
or
(ii) any other Person (including the Servicer and the Master Servicer) if the
Trust Administrator has received an Opinion of Counsel for the benefit of the
Trustee and the Trust Administrator to the effect that the taking of any action
in respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section 860D(a)
of
the Code), or cause any income realized in respect of such REO Property to
fail
to qualify as Rents from Real Property.
“Index”:
With respect to each Adjustable-Rate Mortgage Loan and with respect to each
related Adjustment Date, the index as specified in the related Mortgage
Note.
“Initial
Certificate Principal Balance”: With respect to any Regular Certificate, the
amount designated “Initial Certificate Principal Balance” on the face
thereof.
“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 April 6, 2006 (together with the schedule thereto, the
Master Agreement) between the Bank of New York and the Trust Administrator
(in
its capacity as 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 by the
Servicer subsequent to the Determination Date immediately following any related
Due Period, whether as late payments of Monthly Payments or as Insurance
Proceeds, Liquidation Proceeds or otherwise, which represent late payments
or
collections of principal and/or interest due (without regard to any acceleration
of payments under the related Mortgage and Mortgage Note) but delinquent on
a
contractual basis for such Due Period and not previously recovered.
“LIBOR”:
With respect to each Accrual Period, the rate determined by the Trust
Administrator
on the
related Interest Determination Date on the basis of the London interbank offered
rate for one-month United States dollar deposits, as such rate appears on the
Telerate Page 3750, as of 11:00 a.m. (London time) on such Interest
Determination Date. If such rate does not appear on Telerate Page 3750, the
rate
for such Interest Determination Date will be determined on the basis of the
offered rates of the Reference Banks for one-month United States dollar
deposits, as of 11:00 a.m. (London time) on such Interest Determination Date.
The Trust Administrator will request the principal London office of each of
the
Reference Banks to provide a quotation of its rate. On such Interest
Determination Date, LIBOR for the related Accrual Period will be established
by
the Trust Administrator as follows:
(i) If
on
such Interest Determination Date two or more Reference Banks provide such
offered quotations, LIBOR for the related Accrual Period shall be the arithmetic
mean of such offered quotations (rounded upwards if necessary to the nearest
whole multiple of 1/16 of 1%); and
(ii) If
on
such Interest Determination Date fewer than two Reference Banks provide such
offered quotations, LIBOR for the related Accrual Period shall be the higher
of
(i) LIBOR as determined on the previous Interest Determination Date and (ii)
the
Reserve Interest Rate.
“LIBOR
Business Day”: Any day on which banks in London, England and The City of New
York are open and conducting transactions in foreign currency and
exchange.
“Liquidated
Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of
which the Servicer has determined, in accordance with the servicing procedures
specified herein, as of the end of the related Prepayment Period, that all
Liquidation Proceeds which it expects to recover with respect to the liquidation
of the Mortgage Loan or disposition of the related REO Property have been
recovered.
“Liquidation
Event”: With respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full, (ii) a Final Recovery Determination is made
as to
such Mortgage Loan or (iii) such Mortgage Loan is removed from the Trust Fund
by
reason of its being purchased, sold or replaced pursuant to or as contemplated
by Section 2.03, Section 3.16(c) or Section 10.01. With respect to any REO
Property, either of the following events: (i) a Final Recovery Determination
is
made as to such REO Property or (ii) such REO Property is removed from the
Trust
Fund by reason of its being sold or purchased pursuant to Section 3.23 or
Section 10.01.
“Liquidation
Proceeds”: The amount (other than amounts received in respect of the rental of
any REO Property prior to REO Disposition) received by the Servicer in
connection with (i) the taking of all or a part of a Mortgaged Property by
exercise of the power of eminent domain or condemnation, (ii) the liquidation
of
a defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or
otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan
or an
REO Property pursuant to or as contemplated by Section 2.03, Section 3.16(c),
Section 3.23 or Section 10.01.
“Loan-to-Value
Ratio”: As of any date and as to any Mortgage Loan, the fraction, expressed as a
percentage, the numerator of which is the Stated Principal Balance of the
Mortgage Loan and the denominator of which is the Value of the related Mortgaged
Property.
“Losses”:
As defined in Section 9.03.
“Lost
Note Affidavit”: With respect to any Mortgage Loan as to which the original
Mortgage Note has been permanently lost, misplaced or destroyed and has not
been
replaced, an affidavit from the related Originator certifying that the original
Mortgage Note has been lost, misplaced or destroyed (together with a copy of
the
related Mortgage Note) and indemnifying the Trust against any loss, cost or
liability resulting from the failure to deliver the original Mortgage Note
in
the form of Exhibit H hereto.
“Majority
Certificateholders”: The Holders of Certificates evidencing at least 51% of the
Voting Rights.
“Marker
Rate”: With respect to the Class C Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the Uncertificated
REMIC 2 Pass-Through Rates for each REMIC 2 Regular Interest (other than REMIC
2
Regular Interest LTAA, REMIC 2 Regular Interest LTIO and REMIC 2 Regular
Interest LTP), with the rate on each such REMIC 2 Regular Interest (other than
REMIC 2 Regular Interest LTZZ) subject to a cap equal to the Pass-Through Rate
for the Corresponding Certificate for the purpose of this calculation; and
with
the rate on REMIC 2 Regular Interest LTZZ subject to a cap of zero for the
purpose of this calculation; provided, however, that solely for this purpose,
calculations of the Uncertificated REMIC 2 Pass-Through Rate and the related
caps with respect to each such REMIC 2 Regular Interest (other than REMIC 2
Regular Interest LTB3 and REMIC 2 Regular Interest LTZZ) shall be multiplied
by
a fraction, the numerator of which is the actual number of days in the related
Accrual Period and the denominator of which is 30.
“Master
Agreement”: Either of the Master Mortgage Loan Purchase and Interim Servicing
Agreement, between an Originator and the Seller.
“Master
Servicer”: As of the Closing Date, ▇▇▇▇▇ Fargo Bank, N.A. and thereafter, its
respective successors in interest who meet the qualifications of the Master
Servicer under this Agreement or any successor appointed hereunder. The Master
Servicer and the Trust Administrator shall at all times be the same
Person.
“Master
Servicer Event of Termination”: One or more of the events described in Section
7.01(b).
“Master
Servicing Compensation”: The meaning specified in Section 3A.09.
“Master
Servicing Transfer Costs”: Shall mean all reasonable out-of-pocket costs and
expenses incurred by the Trustee in connection with the transfer of master
servicing from a predecessor master servicer, including, without limitation,
any
reasonable costs or expenses associated with the complete transfer of all
servicing data and the completion, correction or manipulation of such servicing
data as may be required by the Trustee (or other successor master servicer)
to
correct any errors or insufficiencies in the servicing data or otherwise to
enable the Trustee (or other successor master servicer) to master service the
Mortgage Loans properly and effectively.
“Maximum
Cap Rate”: For any Distribution Date with respect to the Fixed Rate Certificates
and the Floating Rate Certificates, a per annum rate equal to (i) the sum of
(x)
the weighted average of the Adjusted Net Maximum Mortgage Rates of the Mortgage
Loans, weighted on the basis of the outstanding Stated Principal Balances of
the
Mortgage Loans as of the first day of the calendar month preceding the month
of
such Distribution Date and (y) an amount, expressed as a percentage, equal
to a
fraction, the numerator of which is equal to the Net Swap Payment made by the
Swap Provider and the denominator of which is equal to the aggregate Stated
Principal Balance of the Mortgage Loans, multiplied by 12 and (ii) with respect
to the Floating Rate Certificates, multiplied by a fraction, the numerator
of
which is 30 and the denominator of which is the actual number of days elapsed
in
the related Accrual Period.
“Maximum
Mortgage Rate”: With respect to each Mortgage Loan, the percentage set forth in
the related Mortgage Note as the maximum Mortgage Rate thereunder.
“Maximum
Uncertificated Accrued Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (a) accrued interest at the Uncertificated
REMIC 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 LTA1, REMIC 2 Regular Interest
LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4, 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 LTB1, REMIC 2 Regular Interest LTB2 and REMIC 2 Regular
Interest LTB3 with the rate on each such REMIC 2 Regular Interest subject to
a
cap equal to the Pass-Through Rate for the related Corresponding Certificate
for
the purpose of this calculation; provided, however, that for this purpose,
calculations of the Uncertificated REMIC 2 Pass-Through Rate and the related
caps with respect to each such REMIC 2 Regular Interest (other than REMIC 2
Regular Interest LTB3 and 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
or Class M-10 Certificate.
“MIN”:
The Mortgage Identification Number for Mortgage Loans registered with MERS
on
the MERS® System.
“Minimum
Mortgage Rate”: With respect to each Mortgage Loan, the percentage set forth in
the related Mortgage Note as the minimum Mortgage Rate thereunder.
“MOM
Loan”: With respect to any applicable Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination
thereof.
“Monthly
Interest Distributable Amount”: With respect to the Fixed Rate Certificates, 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 first or second
lien
on, or first or second priority security interest in, a Mortgaged Property
securing a Mortgage Note.
“Mortgage
File”: The mortgage documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
“Mortgage
Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03(d) as from time to time held as a part of the
Trust
Fund, the Mortgage Loans so held being identified in the Mortgage Loan
Schedule.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC 1
on such date, separately identifying the Mortgage Loans, attached hereto as
Exhibit D. 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;
|
| (27) |
the
lien priority; and
|
| (28) |
the
MIN, if applicable.
|
The
Mortgage Loan Schedule shall set forth the following information with respect
to
the Mortgage Loans as of the Cut-off Date: (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
Fixed Rate Certificates and the Floating Rate Certificates, (B) the Unpaid
Interest Shortfall Amounts for the Senior Certificates and (C) the Principal
Remittance Amount.
“Net
Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property),
as of any date of determination, a per annum rate of interest equal to the
then
applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee
Rate.
“Net
Prepayment Interest Shortfall”: With respect to any Distribution Date, the
excess, if any, of any Prepayment Interest Shortfalls for such date over the
related Compensating Interest.
“Net
WAC
Rate”: For any Distribution Date with respect to the Fixed Rate Certificates and
the Floating Rate Certificates, a per annum rate (which rate, in the case of
the
Floating Rate Certificates, shall be multiplied by a fraction, the numerator
of
which is 30 and the denominator of which is the actual number of days elapsed
in
the related Accrual Period) equal to the weighted average of the Adjusted Net
Mortgage Rates of the Mortgage Loans, weighted based on their outstanding Stated
Principal Balances as of the first day of the calendar month preceding the
month
in which the Distribution Date occurs minus (i) an amount, expressed as a
percentage, equal to the product of (x) 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 (y) 12 and (ii) 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. For federal income
tax purposes, the equivalent of the foregoing shall be expressed as a per annum
rate (which rate, in the case of the Floating Rate Certificates, shall be
multiplied by a fraction, the numerator of which is 30 and the denominator
of
which is the actual number of days elapsed in the related Accrual Period) equal
to the weighted average of the Uncertificated REMIC 2 Pass-Through Rates on
each
REMIC 2 Regular Interest (other than REMIC 2 Regular Interests 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 Fixed Rate Certificates and 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 or the Master Servicer, as applicable, will
not be ultimately recoverable from Late Collections, Insurance Proceeds,
Liquidation Proceeds or condemnation proceeds on such Mortgage Loan or REO
Property as provided herein.
“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made
in respect of a Mortgage Loan or REO Property that, in the good faith business
judgment of the Servicer, will not or, in the case of a proposed Servicing
Advance, would not be ultimately recoverable from related Late Collections,
Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property
as provided herein.
“Notional
Amount”: Immediately prior to any Distribution Date with respect to the Class C
Interest, the aggregate Uncertificated Principal Balance of the REMIC 2 Regular
Interests (other than the REMIC 2 Regular Interest LTP).
“Offered
Certificates”: The Class A Certificates and the Mezzanine Certificates offered
to the public pursuant to the Prospectus Supplement.
“Officers’
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president (however denominated),
and by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries of the Servicer, the Master Servicer, the Originators,
the
Seller or the Depositor, as applicable.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be a
salaried counsel for the Depositor, the Seller, the Servicer or the Master
Servicer, acceptable to the Trustee, if such opinion is delivered to the
Trustee, or acceptable to the Trust Administrator, if such opinion is delivered
to the Trust Administrator, except that any opinion of counsel relating to
(a)
the qualification of any REMIC as a REMIC or (b) compliance with the REMIC
Provisions must be an opinion of Independent counsel.
“Optional
Termination Date”: The first Distribution Date on which the Terminator may opt
to terminate the Trust Fund pursuant to Section 10.01.
“Original
Class Certificate Principal Balance”:
With
respect to the Fixed Rate Certificates, the Floating Rate Certificates, the
Class C Certificates, the Class C Interest, the Class IO Interest, REMIC 6
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., Centex Home Equity Company, LLC, Long Beach
Mortgage Company Meritage Mortgage Corporation and NovaStar Mortgage, Inc.
or
their respective successor in interest, as the context requires.
“Overcollateralization
Deficiency Amount”: With respect to any Distribution Date, the amount, if any,
by which the Overcollateralization Target Amount exceeds the Overcollateralized
Amount on such Distribution Date (assuming that 100% of the Principal Remittance
Amount is applied as a principal distribution on such Distribution
Date).
“Overcollateralization
Floor”: $4,050,499.14
“Overcollateralization
Release Amount”: With respect to any Distribution Date, the lesser of (x) the
Principal Remittance Amount for such Distribution Date and (y) the Excess
Overcollateralized Amount.
“Overcollateralization
Target Amount”: With
respect to any Distribution Date, (i) prior to the Stepdown Date, an amount
equal to 1.20% 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) 2.40% 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 Fixed Rate
Certificates and 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 Fixed Rate Certificates,
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 Fixed Rate Certificates and any Distribution Date,
the lesser of (x) the related fixed rate per annum set forth below for such
Distribution Date and (y) the Net WAC Rate for such Distribution
Date.
|
Class
|
Fixed
Rate
|
|
|
(1)
|
(2)
|
|
|
B-3
|
5.000%
per annum
|
5.500%
per annum
|
__________
(1) For
the
Accrual Period for each Distribution Date on or prior to the Optional
Termination Date.
(2) For
each
other Accrual Period.
With
respect to the Floating
Rate Certificates and any Distribution Date, the lesser of (a) the related
Formula Rate and (b) the Net WAC Rate for such Distribution Date.
With
respect to the Class C Interest and any Distribution Date, a per annum rate
equal to the percentage equivalent of a fraction, the numerator of which is
(x)
the sum of (i) 100% of the interest on REMIC 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 ▇▇▇▇, ▇▇▇▇, ▇▇▇▇,
▇▇▇▇, ▇▇▇▇, ▇▇▇▇, LTM2, LTM3, LTM4, LTM5, LTM6, LTM7, LTM8, LTM9, LTM10, LTB1,
LTB2, LTB3 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.
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
6 Regular Interest SWAP-IO Interest shall not have a Pass-Through Rate, but
interest for such Regular Interest and each Distribution Date shall be an amount
equal to 100% of the amounts distributable to the Class IO Interest for such
Distribution Date.
The
Class
P Certificates, Class R Certificates and Class R-X Certificates will not accrue
interest and therefore will not have a Pass-Through Rate.
“Paying
Agent”: Any paying agent appointed pursuant to Section 5.05.
“Percentage
Interest”: With respect to any Certificate (other than a Residual Certificate),
a fraction, expressed as a percentage, the numerator of which is the Initial
Certificate Principal Balance represented by such Certificate and the
denominator of which is the Original Class Certificate Principal Balance of
the
related Class. With respect to a Residual Certificate, the portion of the Class
evidenced thereby, expressed as a percentage, as stated on the face of such
Certificate; provided, however, that the sum of all such percentages for each
such Class totals 100%.
“Periodic
Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
Date therefor, the fixed percentage set forth in the related Mortgage Note,
which is the maximum amount by which the Mortgage Rate for such Mortgage Loan
may increase or decrease (without regard to the Maximum Mortgage Rate or the
Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect
immediately prior to such Adjustment Date.
“Permitted
Investments”: Any one or more of the following obligations or securities
acquired at a purchase price of not greater than par, regardless of whether
issued or managed by the Depositor, the Servicer, the Master Servicer, the
Trustee, the Trust Administrator or any of their respective Affiliates or for
which an Affiliate of the Trustee or the Trust Administrator serves as an
advisor:
(1) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(2) (A)
demand and time deposits in, certificates of deposit of, bankers’ acceptances
issued by or federal funds sold by any depository institution or trust company
(including the Trustee or its agent acting in their respective commercial
capacities) incorporated under the laws of the United States of America or
any
state thereof and subject to supervision and examination by federal and/or
state
authorities, so long as, at the time of such investment or contractual
commitment providing for such investment, such depository institution or trust
company (or, if the only Rating Agency is S&P, in the case of the principal
depository institution in a depository institution holding company, debt
obligations of the depository institution holding company) or its ultimate
parent has a short-term uninsured debt rating in one of the two highest
available ratings of ▇▇▇▇▇’▇ and the highest available rating category of Fitch
and S&P and provided that each such investment has an original maturity of
no more than 365 days; and provided further that, if the only Rating Agency
is
S&P and if the depository or trust company is a principal subsidiary of a
bank holding company and the debt obligations of such subsidiary are not
separately rated, the applicable rating shall be that of the bank holding
company; and, provided further that, if the original maturity of such short-
term obligations of a domestic branch of a foreign depository institution or
trust company shall exceed 30 days, the short-term rating of such institution
shall be A-1+ in the case of S&P if S&P is the Rating Agency; and (B)
any other demand or time deposit or deposit which is fully insured by the
FDIC;
(3) repurchase
obligations with a term not to exceed 30 days with respect to any security
described in clause (i) above and entered into with a depository institution
or
trust company (acting as principal) rated F-1+ or higher by Fitch, P-1 by
▇▇▇▇▇’▇ and rated A-1+ or higher by S&P, provided, however, that collateral
transferred pursuant to such repurchase obligation must be of the type described
in clause (i) above and must (A) be valued daily at current market prices plus
accrued interest, (B) pursuant to such valuation, be equal, at all times, to
105% of the cash transferred by the Trust
Administrator
in
exchange for such collateral and (C) be delivered to the Trust Administrator
or,
if the Trust Administrator is supplying the collateral, an agent for the Trust
Administrator, in such a manner as to accomplish perfection of a security
interest in the collateral by possession of certificated
securities;
(4) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any State thereof
and that are rated by S&P (and if rated by any other Rating Agency, also by
such other Rating Agency) in its highest long-term unsecured rating category
at
the time of such investment or contractual commitment providing for such
investment;
(5) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 30 days after the date of acquisition thereof) that is rated by S&P
(and if rated by any other Rating Agency, also by such other Rating Agency)
in
its highest short-term unsecured debt rating available at the time of such
investment;
(6) units
of
money market funds, including those money market funds managed or advised by
the
Trust Administrator or its Affiliates, that have been rated “AAA” by Fitch (if
rated by Fitch), “Aaa” by ▇▇▇▇▇’▇ and “AAAm” or “AAAm-G” by S&P;
and
(i) if
previously confirmed in writing to the Trustee and the Trust Administrator,
any
other demand, money market or time deposit, or any other obligation, security
or
investment, as may be acceptable to the Rating Agencies in writing as a
permitted investment of funds backing securities having ratings equivalent
to
its highest initial rating of the Senior Certificates;
provided,
that no instrument described hereunder shall evidence either the right to
receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of
the
yield to maturity at par of the underlying obligations.
“Permitted
Transferee”: Any transferee of a Residual Certificate other than a Disqualified
Organization or a non-U.S. Person.
“Person”:
Any individual, corporation, limited liability company, partnership, joint
venture, association, joint stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
“Plan”:
Any employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, ▇▇▇▇▇ 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:
(ii) the
Mortgage Loan identifying number;
(iii) a
code
indicating the type of Prepayment Charge;
(iv) the
state
of origination of the related Mortgage Loan;
(v) the
date
on which the first monthly payment was due on the related Mortgage
Loan;
(vi) the
term
of the related Prepayment Charge; and
(vii) the
Stated Principal Balance of the related Mortgage Loan as of the Cut-off
Date.
“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 January 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 March 17, 2006 relating to
the public offering of the Offered Certificates.
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased by the
Seller or the Servicer pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 10.01, and as confirmed by an Officers’ Certificate from the
party purchasing the Mortgage Loan to the Trustee, an amount equal to the sum
of
(i) 100% of the Stated Principal Balance thereof as of the date of purchase
(or
such other price as provided in Section 10.01), (ii) in the case of (x) a
Mortgage Loan, accrued interest on such Stated Principal Balance at the
applicable Mortgage Rate in effect from time to time from the Due Date as to
which interest was last covered by a payment by the Mortgagor or an Advance
by
the Servicer, which payment or Advance had as of the date of purchase been
distributed pursuant to Section 4.01, through the end of the calendar month
in
which the purchase is to be effected, and (y) an REO Property, the sum of (1)
accrued interest on such Stated Principal Balance at the applicable Mortgage
Rate in effect from time to time from the Due Date as to which interest was
last
covered by a payment by the Mortgagor or an advance by the Servicer through
the
end of the calendar month immediately preceding the calendar month in which
such
REO Property was acquired, plus (2) REO Imputed Interest for such REO Property
for each calendar month commencing with the calendar month in which such REO
Property was acquired and ending with the calendar month in which such purchase
is to be effected, net of the total of all net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase
had
been distributed as or to cover REO Imputed Interest pursuant to Section 4.04,
(iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan or REO Property pursuant to Section 3.23 and (v) in the case of a Mortgage
Loan required to be purchased pursuant to Section 2.03, expenses reasonably
incurred or to be incurred by the Servicer, the Master Servicer, the Trust
Administrator or the Trustee in respect of the breach or defect giving rise
to
the purchase obligation, including any costs and damages incurred by the Trust
Fund in connection with any violation with respect to such loan of any predatory
or abusive lending law. With respect to each Originator and any Mortgage Loan
or
REO Property to be purchased pursuant to or as contemplated by Section 2.03
or
10.01, and as confirmed by a certificate of an Officers’ Certificate of the
related Originator to the Trustee, an amount equal to the amount set forth
pursuant to the terms of the related Master Agreement.
“Qualified
Insurer”: Any insurance company acceptable to ▇▇▇▇▇▇ ▇▇▇.
“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 S&P, or their successors. If such
agencies or their successors are no longer in existence, “Rating Agencies” shall
be such nationally recognized statistical rating agencies, or other comparable
Persons, designated by the Depositor, notice of which designation shall be
given
to the Trustee and the Master Servicer.
“Realized
Loss”: With respect to any Liquidated Mortgage Loan, the amount of loss realized
equal to the portion of the Stated Principal Balance remaining unpaid after
application of all Net Liquidation Proceeds in respect of such Mortgage Loan.
If
the Servicer receives Subsequent Recoveries with respect to any Mortgage Loan,
the amount of the Realized Loss with respect to that Mortgage Loan will be
reduced to the extent such recoveries are applied to principal distributions
on
any Distribution Date.
“Record
Date”: With respect to (i) the Floating Rate Certificates, the Close of Business
on the Business Day immediately preceding the related Distribution Date;
provided, however, that following the date on which Definitive Certificates
for
any of the Floating Rate Certificates are available pursuant to Section 5.02,
the Record Date for such Certificates that are Definitive Certificates shall
be
the last Business Day of the calendar month preceding the month in which the
related Distribution Date occurs and (ii) the Fixed Rate Certificates, the
Class
P Certificates, the Class C Certificates and the Residual Certificates, the
Close of Business on the last Business Day of the calendar month preceding
the
month in which the related Distribution Date occurs.
“Reference
Banks”: Those banks (i) with an established place of business in London,
England, (ii) not controlling, under the control of or under common control
with
the Originators, the Master Servicer, the Servicer or any Affiliate thereof
and
(iii) which have been designated as such by the Trust Administrator, after
consultation with the Depositor; provided, however, that if fewer than two
of
such banks provide a LIBOR rate, then any leading banks selected by the Trust
Administrator after consultation with the Depositor which are engaged in
transactions in United States dollar deposits in the international Eurocurrency
market.
“Refinanced
Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
the related Mortgaged Property.
“Regular
Certificate”: Any of the Fixed Rate Certificates, the Floating Rate
Certificates, Class C Certificates or Class P Certificates.
“Regulation
AB”: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100 - 229.1123, as such may be amended from time to time, and subject
to
such clarification and interpretation as have been provided by the Commission
in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
Commission, or as may be provided by the Commission or its staff from time
to
time.
“Relevant
Servicing Criteria”: The Servicing Criteria applicable to the various parties,
as set forth on Exhibit O attached hereto. For clarification purposes, multiple
parties can have responsibility for the same Relevant Servicing
Criteria.
“Relief
Act”: The Servicemembers Civil Relief Act, or any state law providing for
similar relief.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage
Loan with respect to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended Due Period as a result of the
application of the Relief Act, the amount by which (i) interest collectible
on
such Mortgage Loan during such Due Period is less than (ii) one month’s interest
on the Stated Principal Balance of such Mortgage Loan at the Mortgage Rate
for
such Mortgage Loan before giving effect to the application of the Relief
Act.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“REMIC
1”: The segregated pool of assets subject hereto, constituting the primary trust
created hereby and to be administered hereunder, with respect to which a REMIC
election is to be made consisting of: (i) such Mortgage Loans as from time
to
time are subject to this Agreement, together with the Mortgage Files relating
thereto, and together with all collections thereon and proceeds thereof, (ii)
any REO Property, together with all collections thereon and proceeds thereof,
(iii) the Trustee’s rights with respect to the Mortgage Loans under all
insurance policies, required to be maintained pursuant to this Agreement and
any
proceeds thereof, (iv) the Depositor’s rights under the Assignment Agreements
(including any security interest created thereby) and (v) the Collection
Account, the Distribution Account (subject to the last sentence of this
definition) and any REO Account and such assets that are deposited therein
from
time to time and any investments thereof, together with any and all income,
proceeds and payments with respect thereto. Notwithstanding the foregoing,
however, a REMIC election will not be made with respect to the Net WAC Rate
Carryover Reserve Account, the Cap Contract, 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 80 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 Interest LTP) minus (ii) the aggregate
Uncertificated Principal Balance of REMIC 2 Regular Interest LTA1, REMIC 2
Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest
LTA4, 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 LTB1, REMIC 2 Regular Interest LTB2 and REMIC
2
Regular Interest LTB3, 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 LTA1, REMIC 2 Regular Interest
LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4, 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 LTB1, REMIC 2 Regular Interest LTB2 and REMIC 2 Regular
Interest LTB3 and the denominator of which is the aggregate Uncertificated
Principal Balance of REMIC 2 Regular Interest LTA1, REMIC 2 Regular Interest
LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4, 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 and REMIC
2
Regular Interest LTB1, REMIC 2 Regular Interest LTB2, REMIC 2 Regular Interest
LTB3 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 LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular
Interest LTA3, REMIC 2 Regular Interest LTA4, 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 LTB1,
REMIC 2 Regular Interest LTB2 and REMIC 2 Regular Interest LTB3, 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 C Certificates or the Class
P
Certificates), the Class C Interest, the Class P Interest, the Class IO Interest
and the Class R Certificates (in respect of the Class R-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 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-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 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-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 IO Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the REMIC 6 Regular
Interest SWAP IO 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
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 C Interest, the Class P Interest and the Class IO
Interest.
“Remittance
Report”: A report prepared by the Servicer and delivered to the Master Servicer
pursuant to Section 4.04.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code.
“REO
Account”: The account or accounts maintained by the Servicer in respect of an
REO Property pursuant to Section 3.23.
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of the
Trust Fund.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of the Trust Fund, one month’s interest
at the applicable Net Mortgage Rate on the Stated Principal Balance of such
REO
Property (or, in the case of the first such calendar month, of the related
Mortgage Loan if appropriate) as of the Close of Business on the Distribution
Date in such calendar month.
“REO
Principal Amortization”: With respect to any REO Property, for any calendar
month, the excess, if any, of (a) the aggregate of all amounts received in
respect of such REO Property during such calendar month, whether in the form
of
rental income, sale proceeds (including, without limitation, that portion of
the
Termination Price paid in connection with a purchase of all of the Mortgage
Loans and REO Properties pursuant to Section 10.01 that is allocable to such
REO
Property) or otherwise, net of any portion of such amounts (i) payable pursuant
to Section 3.23 in respect of the proper operation, management and maintenance
of such REO Property or (ii) payable or reimbursable to the Servicer pursuant
to
Section 3.23 for unpaid Servicing Fees in respect of the related Mortgage Loan
and unreimbursed Servicing Advances and Advances in respect of such REO Property
or the related Mortgage Loan, over (b) the REO Imputed Interest in respect
of
such REO Property for such calendar month.
“REO
Property”: A Mortgaged Property acquired by the Servicer on behalf of the Trust
Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section
3.23.
“Reporting
Servicer”: The meaning set forth in Section 4.05(a)(iv)(A).
“Reportable
Event”: The meaning set forth in Section 4.05(a)(iii).
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
“Reserve
Interest Rate”: With respect to any Interest Determination Date, the rate per
annum that the Trust Administrator determines to be either (i) the arithmetic
mean (rounded upwards if necessary to the nearest whole multiple of 1/16 of
1%)
of the one-month United States dollar lending rates which banks in The City
of
New York selected by the Trust Administrator are quoting on the relevant
Interest Determination Date to the principal London offices of leading banks
in
the London interbank market or (ii) in the event that the Trust Administrator
can determine no such arithmetic mean, in the case of any Interest Determination
Date after the initial Interest Determination Date, the lowest one-month United
States dollar lending rate which such New York banks selected by the Trust
Administrator are quoting on such Interest Determination Date to leading
European banks.
“Residential
Dwelling”: Any one of the following: (i) a detached one-family dwelling, (ii) a
detached two- to four-family dwelling, (iii) a one-family dwelling unit in
a
▇▇▇▇▇▇ ▇▇▇ eligible condominium project, (iv) a manufactured home, or (v) a
detached one-family dwelling in a planned unit development, none of which is
a
co-operative or mobile home.
“Residual
Certificate”: The Class R Certificates and the Class R-X
Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the Trustee or the Trust Administrator, any
director, any vice president, any assistant vice president, the Secretary,
any
assistant secretary, the Treasurer, any assistant treasurer or any other officer
of the Trustee or the Trust Administrator, as applicable, customarily performing
functions similar to those performed by any of the above designated officers
and, with respect to a particular matter, to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject.
“S&P”:
Standard & Poor’s Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies,
Inc., or its successor in interest.
▇▇▇▇▇▇▇▇-▇▇▇▇▇
Act”: The ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations of the
Commission promulgated thereunder (including any interpretations thereof by
the
Commission’s staff).
“▇▇▇▇▇▇▇▇-▇▇▇▇▇
Certification”: A written certification signed by an officer of the Master
Servicer that complies with (i) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (ii) Exchange Act
Rules 13a-14(d) and 15d-14(d), as in effect from time to time; provided that
if,
after the Closing Date (a) the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act is amended, (b) the Rules
referred to in clause (ii) are modified or superseded by any subsequent
statement, rule or regulation of the Commission or any statement of a division
thereof, or (c) any future releases, rules and regulations are published by
the
Commission from time to time pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, which in any
such case affects the form or substance of the required certification and
results in the required certification being, in the reasonable judgment of
the
Master Servicer, materially more onerous that then form of the required
certification as of the Closing Date, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification shall
be
as agreed to by the Master Servicer and the Depositor following a negotiation
in
good faith to determine how to comply with any such new
requirements.
“Securities
Act”: The Securities Act of 1933, as amended, and the rules and regulations
thereunder.
“Seller”:
Greenwich Capital Financial Products, Inc., a Delaware corporation, in its
capacity as Seller under the Assignment Agreements.
“Senior
Certificate”: Any one of the Class A-1 Certificates, the Class A-2 Certificates,
the Class A-3 Certificates or the Class A-4 Certificates.
“Senior
Principal Distribution Amount”: The excess of (x) the Certificate Principal
Balance of the Senior Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) 53.70% 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 related Overcollateralization Floor.
“Servicer”:
▇▇▇▇▇ Fargo Bank, N.A. or any successor Servicer appointed as herein provided,
each in its capacity as a Servicer hereunder.
“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.
“Servicing
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Servicing
Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the
Servicer in connection with a default, delinquency or other unanticipated event
by the Servicer in the performance of its servicing obligations, including,
but
not limited to, the cost of (i) the preservation, restoration and protection
of
a Mortgaged Property, (ii) any enforcement or judicial proceedings, including
foreclosures, in respect of a particular Mortgage Loan, including any expenses
incurred in relation to any such proceedings that result from the Mortgage
Loan
being registered on the MERS System, (iii) the management (including reasonable
fees in connection therewith) and liquidation of any REO Property, (iv) the
performance of its obligations under Section 3.01, Section 3.09, Section 3.13,
Section 3.14, Section 3.16 and Section 3.23. Servicing Advances shall also
include any reasonable “out-of-pocket” costs and expenses (including legal fees)
incurred by the Servicer in connection with executing and recording instruments
of satisfaction, deeds of reconveyance or Assignments of Mortgage in connection
with any foreclosure in respect of any Mortgage Loan to the extent not recovered
from the related Mortgagor or otherwise payable under this Agreement. The
Servicer shall not be required to make any Servicing Advance in respect of
a
Mortgage Loan or REO Property that, in the good faith business judgment of
the
Servicer, would not be ultimately recoverable from related Insurance Proceeds
or
Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.
The Servicer shall not be required to make any Servicing Advance that would
be a
Nonrecoverable Advance.
“Servicing
Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation
AB, as such may be amended from time to time.
“Servicing
Fee”: With respect to each Mortgage Loan, the amount of the annual fee paid to
the Servicer, which shall, for a period of one full month, be equal to
one-twelfth of the product of (a) the Servicing Fee Rate (without regard to
the
words "per annum") and (b) the outstanding principal balance of such Mortgage
Loan. Such fee shall be payable monthly, computed on the basis of the same
principal amount and period respecting which any related interest payment on
a
Mortgage Loan is received. The obligation for payment of the Servicing Fee
is
limited to, and the Servicing Fee is payable solely from, the interest portion
(including recoveries with respect to interest from Liquidation Proceeds) of
such Monthly Payment collected by the Servicer, or as otherwise provided under
Section 3.11.
“Servicing
Fee Rate”: 0.50% per annum.
“Servicing
Officer”: Any officer of the Servicer involved in, or responsible for, the
administration and servicing of Mortgage Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Servicer
to
the Master Servicer, the Trust Administrator, the Trustee and the Depositor
on
the Closing Date, as such list may from time to time be amended. With respect
to
the Master Servicer, any officer of the Master Servicer involved in or
responsible for, the administration and master servicing of the Mortgage Loans
whose name appears on a list of master Servicing Officers furnished by the
Master Servicer to the Trustee, the Trust Administrator and the Depositor upon
request, as such list may from time to time be amended.
“Servicing
Transfer Costs”: Shall mean all reasonable out-of-pocket costs and expenses
incurred by the Trustee or the Master Servicer in connection with the transfer
of servicing from a predecessor servicer, including, without limitation, any
reasonable costs or expenses associated with the complete transfer of all
servicing data and the completion, correction or manipulation of such servicing
data as may be required by the Trustee or the Master Servicer to correct any
errors or insufficiencies in the servicing data or otherwise to enable the
Trustee or the Master Servicer (or any successor servicer appointed pursuant
to
Section 7.02) to service the Mortgage Loans properly and effectively and any
fees associated with MERS.
“Startup
Day”: As defined in Section 9.01(b) hereof.
“Stated
Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the outstanding principal balance of such Mortgage Loan
as
of the Cut-off Date as shown in the Mortgage Loan Schedule, minus the sum of
(i)
the principal portion of each Monthly Payment due on a Due Date subsequent
to
the Cut-off Date to the extent received from the Mortgagor or advanced by the
Servicer and distributed pursuant to Section 4.01 on or before such date of
determination, (ii) all Principal Prepayments received after the Cut-off Date
to
the extent distributed pursuant to Section 4.01 on or before such date of
determination, (iii) all Liquidation Proceeds and Insurance Proceeds to the
extent distributed pursuant to Section 4.01 on or before such date of
determination, and (iv) any Realized Loss incurred with respect thereto as
a
result of a Deficient Valuation made during or prior to the Due Period for
the
most recent Distribution Date coinciding with or preceding such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such Mortgage Loan would be distributed,
zero.
With respect to any REO Property: (a) as of any date of determination up to
but
not including the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, an
amount (not less than zero) equal to the Stated Principal Balance of the related
Mortgage Loan as of the date on which such REO Property was acquired on behalf
of the Trust Fund, minus the aggregate amount of REO Principal Amortization
in
respect of such REO Property for all previously ended calendar months, to the
extent distributed pursuant to Section 4.01 on or before such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed,
zero.
“Stepdown
Date”: The earlier to occur of (i) the Distribution Date on which the aggregate
Certificate Principal Balance of the Senior Certificates has been reduced to
zero and (ii) the later to occur of (x) the Distribution Date occurring in
April
2009 and (y) the first Distribution Date on which the Credit Enhancement
Percentage (calculated for this purpose only after taking into account payments
of principal on the Mortgage Loans but prior to distribution of the Principal
Distribution Amount to the Certificates then entitled to distributions of
principal on such Distribution Date) is equal to or greater than
46.30%.
“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the
overall servicing of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under
the direction or authority of any Servicer (or a Sub-Servicer of any Servicer),
the Master Servicer, the Trustee, the Custodian or the Trust
Administrator.
“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.
“Substitution
Adjustment”: As defined in Section 2.03(d) hereof.
“Supplemental
Interest Trust”: As defined in Section 4.10(a).
“Supplemental
Interest Trust Trustee”: ▇▇▇▇▇ Fargo Bank, N.A., a national banking association,
not in its individual capacity but solely in its capacity as supplemental
interest Trust Trustee, and any successor thereto.
“Swap
Account”: The account or accounts created and maintained pursuant to Section
4.05. The Swap Account must be an Eligible Account.
“Swap
Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
of Certificates resulting from the application of the Net WAC Rate due to a
discrepancy between the Uncertificated Notional Amount of the REMIC 6 Regular
Interest SWAP IO and the scheduled notional amount.
“Swap
LIBOR”:
A per annum rate equal to the floating rate payable by the Swap Provider under
the Swap Agreement.
“Swap
Provider”: The Bank of New York.
“Swap
Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
an Event of Default under the Interest Rate Swap Agreement with respect to
which
the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap
Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement
with
respect to which the Swap Provider is the sole Affected Party (as defined in
the
Interest Rate Swap Agreement) or (iii) an Additional Termination Event under
the
Interest Rate Swap Agreement with respect to which the Swap Provider is the
sole
Affected Party.
“Swap
Termination Payment”: The payment due to either party under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap
Agreement.
“Tax
Matters Person”: The tax matters person appointed pursuant to Section 9.01(e)
hereof.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
by
the Trust Administrator on behalf of each REMIC, together with any and all
other
information reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.
“Termination
Price”: As defined in Section 10.01(a) hereof.
“Terminator”:
As defined in Section 10.01(a) hereof.
“Trigger
Event”: A Trigger Event is in effect with respect to any Distribution Date on or
after the Stepdown Date if:
(i)(a)
on
any Distribution Date on which the Class A Certificates remain outstanding,
the
Delinquency Percentage exceeds 34.56% of the Credit Enhancement Percentage
or
(ii) on any Distribution Date on which the aggregate Certificate Principal
Balance of the Class A Certificates has been reduced to zero, the Delinquency
Percentage exceeds 41.00% of the Class M-1 Credit Enhancement Percentage the
Delinquency Percentage;
(ii) the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Due Period (reduced by the aggregate amount of
Subsequent Recoveries received since the Cut-off Date through the last day
of
the related Due Period) divided 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
|
|
April
2008 through March 2009
|
1.45%
for the first month, plus an additional 1/12th
of
1.80% for each month thereafter.
|
|
April
2009 through March 2010
|
3.25%
for the first month, plus an additional 1/12th
of
1.90% for each month thereafter.
|
|
April
2010 through March 2011
|
5.15%
for the first month, plus an additional 1/12th
of
1.50% for each month thereafter.
|
|
April
2011 through March 2012
|
6.65%
for the first month, plus an additional 1/12th
of
0.80% for each month thereafter.
|
|
April
2012 and thereafter
|
7.45%.
|
“Trust”:
Soundview Home Loan Trust 2006-2, the trust created hereunder.
“Trust
Administrator”: ▇▇▇▇▇ Fargo Bank, N.A., or any successor in interest, or any
successor trust administrator appointed as herein provided.
“Trust
Fund”: All of the assets of the Trust, which is the trust created hereunder
consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6, the Cap
Contract, 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 12th
|
I-1-A
through ▇-▇▇-▇
|
|
▇▇
|
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇▇-▇
|
|
▇▇
|
▇-▇-▇
through ▇-▇▇-▇
|
|
▇▇
|
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇▇-▇
|
|
▇▇
|
▇-▇-▇
through ▇-▇▇-▇
|
|
▇▇
|
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇▇-▇
|
|
▇▇
|
▇-▇-▇
through ▇-▇▇-▇
|
|
▇▇
|
▇-▇-▇
▇▇▇▇▇▇▇ ▇-▇▇-▇
|
|
▇▇
|
▇-▇-▇
through I-39-A
|
|
21
|
I-10-A
through I-39-A
|
|
22
|
I-11-A
through I-39-A
|
|
23
|
I-12-A
through I-39-A
|
|
24
|
I-13-A
through I-39-A
|
|
25
|
I-14-A
through I-39-A
|
|
26
|
I-15-A
through I-39-A
|
|
27
|
I-16-A
through I-39-A
|
|
28
|
I-17-A
through I-39-A
|
|
29
|
I-18-A
through I-39-A
|
|
30
|
I-19-A
through I-39-A
|
|
31
|
I-20-A
through I-39-A
|
|
32
|
I-21-A
through I-39-A
|
|
33
|
I-22-A
through I-39-A
|
|
34
|
I-23-A
through I-39-A
|
|
35
|
I-24-A
through I-39-A
|
|
36
|
I-25-A
through I-39-A
|
|
37
|
I-26-A
through I-39-A
|
|
38
|
I-27-A
through I-39-A
|
|
39
|
I-28-A
through I-39-A
|
|
40
|
I-29-A
through I-39-A
|
|
41
|
I-30-A
through I-39-A
|
|
42
|
I-31-A
through I-39-A
|
|
43
|
I-32-A
through I-39-A
|
|
44
|
I-33-A
through I-39-A
|
|
45
|
I-34-A
through I-39-A
|
|
46
|
I-35-A
through I-39-A
|
|
47
|
I-36-A
through I-39-A
|
|
48
|
I-37-A
through I-39-A
|
|
49
|
I-38-A
and I-39-A
|
|
50
|
I-39-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, the Class B 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 10.1200%. 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)
10.1200% and (y) 0.00%.
“Uncertificated
REMIC 2 Pass-Through Rate”:
With
respect to REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTA1, REMIC
2
Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest
LTA4, 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 LTB1, REMIC 2 Regular Interest LTB2, REMIC
2
Regular Interest LTB3, 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 11th
|
I-1-A
through I-39-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|
12
|
I-1-A
through I-39-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|
13
|
I-2-A
through I-39-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
|
|
|
14
|
I-3-A
through I-39-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
|
|
|
15
|
I-4-A
through I-39-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
|
|
|
16
|
I-5-A
through I-39-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
|
|
|
17
|
I-6-A
through I-39-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
|
|
|
18
|
I-7-A
through I-39-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
|
|
|
19
|
I-8-A
through I-39-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
|
|
|
20
|
I-9-A
through I-39-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
|
|
|
21
|
I-10-A
through I-39-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
|
|
|
22
|
I-11-A
through I-39-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
|
|
|
23
|
I-12-A
through I-39-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
|
|
|
24
|
I-13-A
through I-39-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
|
|
|
25
|
I-14-A
through I-39-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
|
|
|
26
|
I-15-A
through I-39-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
|
|
|
27
|
I-16-A
through I-39-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
|
|
|
28
|
I-17-A
through I-39-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
|
|
|
29
|
I-18-A
through I-39-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
|
|
|
30
|
I-19-A
through I-39-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
|
|
|
31
|
I-20-A
through I-39-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
|
|
|
32
|
I-21-A
through I-39-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
|
|
|
33
|
I-22-A
through I-39-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
|
|
|
34
|
I-23-A
through I-39-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
|
|
|
35
|
I-24-A
through I-39-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
|
|
|
36
|
I-25-A
through I-39-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
|
|
|
37
|
I-26-A
through I-39-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
|
|
|
38
|
I-27-A
through I-39-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
|
|
|
39
|
I-28-A
through I-39-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
|
|
|
40
|
I-29-A
through I-39-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
|
|
|
41
|
I-30-A
through I-39-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
|
|
|
42
|
I-31-A
through I-39-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
|
|
|
43
|
I-32-A
through I-39-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
|
|
|
44
|
I-33-A
through I-39-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
|
|
|
45
|
I-34-A
through I-39-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
|
|
|
45
|
I-35-A
through I-39-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
|
|
|
47
|
I-36-A
through I-39-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
|
|
|
48
|
I-37-A
through I-39-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
|
|
|
49
|
I-38-A
through I-39-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
|
|
|
50
|
I-39-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
|
|
|
thereafter
|
I-1-A
through I-39-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
With
respect to REMIC 2 Regular Interest LTIO, and (a) the first 11 Distribution
Dates, the excess of (i) the weighted average of the Uncertificated REMIC 1
Pass-Through Rates for REMIC 1 Regular Interests ending with the designation
“A”
over (ii) the weighted average of the Uncertificated REMIC 1 Pass-Through Rates
for REMIC 1 Regular Interests ending with the designation “A”, and (b) the
twelfth Distribution Date through the 50th
Distribution Date, the excess of (i) the weighted average of 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 Fixed Rate Certificates and 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 Fixed Rate Certificates, the
Floating Rate Certificates and the Class C Certificates shall have 98% of the
Voting Rights (allocated among the Holders of the Fixed Rate Certificates,
the
Floating Rate Certificates and the Class C Certificates in proportion to the
then outstanding Certificate Principal Balances of their respective
Certificates), the Class P Certificates shall have 1% of the Voting Rights
and
the Residual Certificates shall have 1% of the Voting Rights. The Voting Rights
allocated to any Class of Certificates (other than the Class P Certificates
and
the Residual Certificates) shall be allocated among all Holders of each such
Class in proportion to the outstanding Certificate Principal Balance of such
Certificates and the Voting Rights allocated to the Class P Certificates and
the
Residual Certificates shall be allocated among all Holders of each such Class
in
proportion to such Holders’ respective Percentage Interest; provided, however
that when none of the Regular Certificates are outstanding, 100% of the Voting
Rights shall be allocated among Holders of the Residual Certificates in
accordance with such Holders’ respective Percentage Interests in the
Certificates of such Class.
| SECTION 1.02 |
Accounting.
|
Unless
otherwise specified herein, for the purpose of any definition or calculation,
whenever amounts are required to be netted, subtracted or added or any
distributions are taken into account such definition or calculation and any
related definitions or calculations shall be determined without duplication
of
such functions.
| SECTION 1.03 |
Allocation
of Certain Interest Shortfalls.
|
For
purposes of calculating the amount of the Monthly Interest Distributable Amount
for the Fixed Rate Certificates, 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 Fixed Rate Certificates and 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 LTA1,
REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular
Interest LTA4, 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 LTB1, REMIC 2 Regular Interest LTB2,
REMIC 2 Regular Interest LTB3 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 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 Cap Contract and 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 the Custodian on behalf of the Trustee),
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);
(v) the
original or a certified copy of lender’s title insurance policy;
and
(vi) the
original or copies of each assumption, modification, written assurance or
substitution agreement, if any.
The
Depositor herewith also delivers to the Trustee an executed copy of each
Assignment Agreement and each Master Agreement.
If
any of
the documents referred to in Section 2.01(ii), (iii) or (iv) above has as of
the
Closing Date been submitted for recording but either (x) has not been returned
from the applicable public recording office or (y) has been lost or such public
recording office has retained the original of such document, the obligations
of
the Depositor to deliver such documents shall be deemed to be satisfied upon
(1)
delivery to the Trustee (or the Custodian on behalf of the Trustee) no later
than the Closing Date, of a copy of each such document certified by the related
Originator in the case of (x) above or the applicable public recording office
in
the case of (y) above to be a true and complete copy of the original that was
submitted for recording and (2) if such copy is certified by the related
Originator, delivery to the Trustee (or the Custodian on behalf of the Trustee)
promptly upon receipt thereof of either the original or a copy of such document
certified by the applicable public recording office to be a true and complete
copy of the original. If the original lender’s title insurance policy, or a
certified copy thereof, was not delivered pursuant to Section 2.01(v) above,
the
Depositor shall deliver or cause to be delivered to the Trustee (or the
Custodian on behalf of the Trustee), the original or a copy of a written
commitment or interim binder or preliminary report of title issued by the title
insurance or escrow company, with the original or a certified copy thereof
to be
delivered to the Trustee (or the Custodian on behalf of the Trustee), promptly
upon receipt thereof. The Servicer or the Depositor shall deliver or cause
to be
delivered to the Trustee or the Custodian promptly upon receipt thereof any
other documents constituting a part of a Mortgage File received with respect
to
any Mortgage Loan, including, but not limited to, any original documents
evidencing an assumption or modification of any Mortgage Loan.
Upon
discovery or receipt of notice of any materially defective document in, or
that
a document is missing from, a Mortgage File, the Trustee shall enforce the
obligations of the related Originator under the related Master Agreement to
cure
such defect or deliver such missing document to the Trustee (or the Custodian
on
behalf of the Trustee) within 90 days. If such Originator does not cure such
defect or deliver such missing document within such time period, the Trustee
shall use commercially reasonable efforts to enforce the obligations of such
Originator to either repurchase or substitute for such Mortgage Loan in
accordance with Section 2.03; provided, however, that the Trustee shall not
be
under any obligation to take any action pursuant to this paragraph unless
directed by the Depositor and provided, further, the Depositor hereby agrees
to
assist the Trustee in enforcing any obligations of either Originator to
repurchase or substitute for a Mortgage Loan which has breached a representation
or warranty under the related Assignment Agreement. In connection with the
foregoing, it is understood that the Trustee shall have no duty to discover
any
such defects except in the course of performing its review of the Mortgage
Files
to the extent set forth herein.
Except
with respect to any Mortgage Loan for which MERS is identified on the Mortgage,
the Trustee (upon receipt of notice from the Custodian) shall enforce the
obligations of each Originator under the related Master Agreement to cause
the
Assignments which were delivered in blank to be completed and to record all
Assignments referred to in Section 2.01(iii) hereof and, to the extent
necessary, in Section 2.01(iv) hereof. The Trustee shall enforce the obligations
of each Originator under the related Master Agreement to deliver such
assignments for recording within 180 days of the Closing Date. In the event
that
any such Assignment is lost or returned unrecorded because of a defect therein,
the Trustee shall enforce the obligations of each Originator under the related
Master Agreement to promptly have a substitute Assignment prepared or have
such
defect cured, as the case may be, and thereafter cause each such Assignment
to
be duly recorded.
Notwithstanding
the foregoing, for administrative convenience and facilitation of servicing
and
to reduce closing costs, the Assignments shall not be required to be submitted
for recording (except with respect to any Mortgage Loan located in Maryland)
unless the Trustee and the Depositor receive notice that such failure to record
would result in a withdrawal or a downgrading by any Rating Agency of the rating
on any Class of Certificates; provided, however, each Assignment, except with
respect to any Mortgage Loan for which MERS is identified on the Mortgage,
shall
be submitted for recording in the manner described above, at no expense to
the
Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction
by the Holders of Certificates entitled to at least 25% of the Voting Rights,
(ii) the occurrence of a Servicer Event of Termination, (iii) the occurrence
of
a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the
occurrence of a servicing transfer as described in Section 7.02 hereof, (v)
upon
receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency
or foreclosure relating to the Mortgagor under the related Mortgage and (vi)
upon receipt of notice from the Servicer, any Mortgage Loan that is 90 days
or
more Delinquent. In the event of (i) through (vi) set forth in the immediately
preceding sentence, the Trustee shall enforce the obligations of the related
Originator to deliver such Assignments for recording as provided above, promptly
and in any event within 30 days following receipt of notice by the related
Originator. Notwithstanding the foregoing, if the related Originator fails
to
pay the cost of recording the Assignments, such expense will be paid by the
Trustee and the Trustee shall be reimbursed for such expenses by the Trust.
In
the event an Assignment is not recorded, neither the Trustee nor the Servicer
will have any liability for its failure to act on notices that were not received
and would have been had such Assignment been recorded, except, in the case
of
the Trustee, with respect to Mortgage Loans that are subject to provisions
(i)
through (vi) set forth in this paragraph, if the Trustee shall have failed
to
timely request the related Originator to cause such Assignments to be
recorded.
The
Servicer shall forward to the Custodian original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan
entered into in accordance with this Agreement within two weeks of their
execution; provided, however, that the Servicer shall provide the Custodian
with
a certified true copy of any such document submitted for recordation within
two
weeks of its execution, and shall provide the original of any document submitted
for recordation or a copy of such document certified by the appropriate public
recording office to be a true and complete copy of the original within 365
days
of its submission for recordation. In the event that the Servicer cannot provide
a copy of such document certified by the public recording office within such
365
day period, the Servicer shall deliver to the Custodian, within such 365 day
period, an Officers’ Certificate of the Servicer which shall (A) identify the
recorded document, (B) state that the recorded document has not been delivered
to the Custodian due solely to a delay caused by the public recording office,
(C) state the amount of time generally required by the applicable recording
office to record and return a document submitted for recordation, if known
and
(D) specify the date the applicable recorded document is expected to be
delivered to the Custodian, and, upon receipt of a copy of such document
certified by the public recording office, the Servicer shall immediately deliver
such document to the Custodian. In the event the appropriate public recording
office will not certify as to the accuracy of such document, the Servicer shall
deliver a copy of such document certified by an officer of the Servicer to
be a
true and complete copy of the original to the Custodian.
The
parties hereto understand and agree that it is not intended that any Mortgage
Loan be included in the Trust that is a “High-Cost Home Loan” as defined by the
Homeownership and Equity Protection Act of 1994 or any other applicable
predatory or abusive lending laws.
The
Depositor hereby directs the Trust Administrator to execute, deliver and perform
its obligations under the Interest Rate Swap Agreement (in its capacity as
Supplemental Interest Trust Trustee) and the Cap Contract. The Depositor, the
Servicer and the Holders of the Fixed Rate Certificates and the Floating Rate
Certificates by their acceptance of such Certificates acknowledge and agree
that
the Trust Administrator shall execute, deliver and perform its obligations
under
the Interest Rate Swap Agreement and the Cap Contract and shall do so solely
in
its capacity as Trust Administrator or as Supplemental Interest Trust Trustee,
as the case may be, and not in its individual capacity. Every provision of
this
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trust Administrator shall apply to the Trust Administrator’s
execution of the Interest Rate Swap Agreement and the Cap Contract, and the
performance of its duties and satisfaction of its obligations
thereunder.
| SECTION 2.02 |
Acceptance
by Trustee.
|
Subject
to the provisions of Section 2.01 and subject to the review described below
and
any exceptions noted on the exception report described in the next paragraph
below, the Trustee acknowledges receipt (or receipt by the Custodian on behalf
of the Trustee) of the documents referred to in Section 2.01 above and all
other
assets included in the definition of “Trust Fund” and declares that it holds and
will hold such documents and the other documents delivered to it constituting
a
Mortgage File, and that it holds or will hold all such assets and such other
assets included in the definition of “Trust Fund” in trust for the exclusive use
and benefit of all present and future Certificateholders.
The
Trustee agrees to execute and deliver to the Depositor and the Servicer on
or
prior to the Closing Date an acknowledgment of receipt of the related original
Mortgage Note for each Mortgage Loan (with any exceptions noted), substantially
in the form attached as Exhibit F-3 hereto.
The
Trustee (or the Custodian on behalf of the Trustee) agrees, for the benefit
of
the Certificateholders, to review, or that it has reviewed pursuant to Section
2.01 (or to cause the Custodian to review or that it has caused the Custodian
to
have reviewed) each Mortgage File on or prior to the Closing Date, with respect
to each 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 (and to cause the Custodian
to certify to the Depositor and the Servicer in substantially the form attached
as Exhibit 1 to the Custodial Agreement, on the Closing Date), with respect
to
each Mortgage Loan (or, with respect to any document delivered after the Startup
Day, within 45 days of receipt and with respect to any Qualified Substitute
Mortgage, within 45 days after the assignment thereof) that, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
in
full or any Mortgage Loan specifically identified in the exception report
annexed thereto as not being covered by such certification), (i) all documents
required to be delivered to it pursuant to Section 2.01 of this Agreement are
in
its possession, (ii) such documents have been reviewed by it and have not been
mutilated, damaged or torn and appear on their face to relate to such Mortgage
Loan and (iii) based on its examination and only as to the foregoing, the
information set forth in the Mortgage Loan Schedule that corresponds to items
(1) and (3) of the Mortgage Loan Schedule accurately reflects information set
forth in the Mortgage File. It is herein acknowledged that, in conducting such
review, the Trustee (or the Custodian, as applicable) is under no duty or
obligation to inspect, review or examine any such documents, instruments,
certificates or other papers to determine that they are genuine, legally
enforceable, valid or binding or appropriate for the represented purpose or
that
they have actually been recorded or that they are other than what they purport
to be on their face.
Prior
to
the first anniversary date of this Agreement the Trustee shall deliver (or
cause
the Custodian to deliver) to the Depositor the Trustee, the Servicer and the
Master Servicer a final certification in the form annexed hereto as Exhibit
F-2
(or, in the case of the Custodian, Exhibit 2 to the Custodial Agreement), with
any applicable exceptions noted thereon.
If
in the
process of reviewing the Mortgage Files and making or preparing, as the case
may
be, the certifications referred to above, the Trustee (or the Custodian, as
applicable) finds any document or documents constituting a part of a Mortgage
File to be missing or not to conform with respect to any characteristics which
are within the scope of the Trustee’s (or the Custodian’s, as applicable) review
as provided herein, at the conclusion of its review, the Trustee (or the
Custodian on behalf of the Trustee) shall so notify the Seller, the Depositor,
the related Originator the Trustee, the Servicer and the Master Servicer. In
addition, upon the discovery by the Depositor or the Servicer or the Master
Servicer (or upon receipt by the Trustee of written notification of such breach)
of a breach of any of the representations and warranties made by an Originator
in the related Master Agreement or the Seller in the related Assignment
Agreement in respect of any Mortgage Loan which materially adversely affects
such Mortgage Loan or the interests of the Certificateholders in such Mortgage
Loan, the party discovering such breach shall give prompt written notice to
the
other parties to this Agreement.
The
Depositor and the Trustee intend that the assignment and transfer herein
contemplated constitute a sale of the Mortgage Loans, the related Mortgage
Notes
and the related documents, conveying good title thereto free and clear of any
liens and encumbrances, from the Depositor to the Trustee in trust for the
benefit of the Certificateholders and that such property not be part of the
Depositor’s estate or property of the Depositor in the event of any insolvency
by the Depositor. In the event that such conveyance is deemed to be, or to
be
made as security for, a loan, the parties intend that the Depositor shall be
deemed to have granted and does hereby grant to the Trustee a first priority
perfected security interest in all of the Depositor’s right, title and interest
in and to the Mortgage Loans, the related Mortgage Notes and the related
documents, and that this Agreement shall constitute a security agreement under
applicable law.
| SECTION 2.03 |
Repurchase
or Substitution of Mortgage Loans by an Originator or the
Seller.
|
(a) Upon
discovery or receipt of written notice from the Custodian of any materially
defective document in, or that a document is missing from, a Mortgage File
or of
the breach by an Originator or the Seller, as applicable, of any representation,
warranty or covenant under a Master Agreement or an Assignment Agreement, as
applicable, in respect of any Mortgage Loan which materially adversely affects
the value of such Mortgage Loan or the interest therein of the
Certificateholders, the Trustee shall request that the related Originator
deliver such missing document or that the Originator or the Seller cure such
defect or breach within 90 days from the date such Originator or the Seller
was
notified of such missing document, defect or breach, and if such Originator
or
the Seller does not deliver such missing document or cure such defect or breach
in all material respects during such period, the Trustee shall enforce (in
the
manner set forth in Section 2.01) such Originator’s obligation under the related
Master Agreement or the Seller’s obligation under the related Assignment
Agreement and notify such Originator or the Seller, as applicable, of its
obligation to repurchase such Mortgage Loan from the Trust Fund at the Purchase
Price on or prior to the Determination Date following the expiration of such
90
day period (subject to Section 2.03(e)). The Purchase Price for the repurchased
Mortgage Loan shall be remitted to the Servicer for deposit in the Collection
Account, and the Trustee, (or the Custodian on behalf of the Trustee), upon
receipt of written certification from the Servicer of such deposit, shall
release to the related Originator or the Seller, as applicable, the related
Mortgage File and the Trustee shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as the related Originator
or the Seller, as applicable, shall furnish to it and as shall be necessary
to
vest in the related Originator or Seller, as applicable, any Mortgage Loan
released pursuant hereto and the Trustee and the Custodian shall have no further
responsibility with regard to such Mortgage File (it being understood that
the
Trustee shall have no responsibility for determining the sufficiency of such
assignment for its intended purpose). In lieu of repurchasing any such Mortgage
Loan as provided above, an Originator or the Seller, as applicable, may cause
such Mortgage Loan to be removed from the Trust Fund (in which case it shall
become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute
Mortgage Loans in the manner and subject to the limitations set forth in Section
2.03(d); provided, however, the Seller may not substitute for any Mortgage
Loan
which breaches a representation or warranty regarding abusive or predatory
lending laws. In furtherance of the foregoing, if an Originator or the Seller,
as applicable, is not a member of MERS and repurchases a Mortgage Loan which
is
registered on the MERS® System, such Originator or the Seller, as applicable, at
its own expense and without any right of reimbursement, shall cause MERS to
execute and deliver an assignment of the Mortgage in recordable form to transfer
the Mortgage from MERS to such Originator or the Seller, as applicable, and
shall cause such Mortgage to be removed from registration on the MERS® System in
accordance with MERS’ rules and regulations. It is understood and agreed that
the obligation of an Originator or the Seller, as applicable, to cure or to
repurchase (or to substitute for) any Mortgage Loan as to which a document is
missing, a material defect in a constituent document exists or as to which
such
a breach has occurred and is continuing shall constitute the sole remedy against
either Originator or the Seller, as applicable, respecting such omission, defect
or breach available to the Trustee on behalf of the
Certificateholders.
(b) Within
90
days of the earlier of discovery by the Depositor or receipt of notice by the
Depositor of the breach of any representation, warranty or covenant of the
Depositor set forth in Section 2.06, which materially and adversely affects
the
interests of the Certificateholders in any Mortgage Loan, the Depositor shall
cure such breach in all material respects.
(c) Within
90
days of the earlier of discovery by the Servicer or receipt of notice by the
Servicer of the breach of any representation, warranty or covenant of the
Servicer set forth in Section 2.05 which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the Servicer shall
cure such breach in all material respects.
(d) Any
substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
made pursuant to Section 2.03(a) must be effected prior to the last Business
Day
that is within two years after the Closing Date. As to any Deleted Mortgage
Loan
for which the Originator or the Seller, as applicable, substitutes a Qualified
Substitute Mortgage Loan or Loans, such substitution shall be effected by the
related Originator or the Seller, as applicable, delivering to the Trustee,
(or
the Custodian on behalf of the Trustee), for such Qualified Substitute Mortgage
Loan or Loans, the Mortgage Note, the Mortgage and the Assignment to the
Trustee, and such other documents and agreements, with all necessary
endorsements thereon, as are required by Section 2.01, together with an
Officers’ Certificate providing that each such Qualified Substitute Mortgage
Loan satisfies the definition thereof and specifying the Substitution Adjustment
(as described below), if any, in connection with such substitution. The Trustee
(or the Custodian on behalf of the Trustee), shall acknowledge receipt for
such
Qualified Substitute Mortgage Loan or Loans and, within 45 days thereafter,
shall review such documents as specified in Section 2.02 and deliver to the
Depositor and the Servicer, with respect to such Qualified Substitute Mortgage
Loan or Loans, a certification substantially in the form attached hereto as
Exhibit F-1, with any applicable exceptions noted thereon. Within one year
of
the date of substitution, the Trustee (or the Custodian on behalf of the
Trustee) shall deliver to the Depositor and the Servicer a certification
substantially in the form of Exhibit F-2 hereto with respect to such Qualified
Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon.
Monthly Payments due with respect to Qualified Substitute Mortgage Loans in
the
month of substitution are not part of the Trust Fund and will be retained by
the
related Originator or the Seller, as applicable. For the month of substitution,
distributions to Certificateholders will reflect the collections and recoveries
in respect of such Deleted Mortgage Loan in the Due Period preceding the month
of substitution and the related Originator or the Seller, as applicable, shall
thereafter be entitled to retain all amounts subsequently received in respect
of
such Deleted Mortgage Loan. The Servicer shall give or cause to be given written
notice to the Trustee, who shall forward such notice to the Certificateholders,
that such substitution has taken place, shall amend the Mortgage Loan Schedule
to reflect the removal of such Deleted Mortgage Loan from the terms of this
Agreement and the substitution of the Qualified Substitute Mortgage Loan or
Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the
Master Servicer, the Trust Administrator, the Trustee, the Custodian and the
Servicer. Upon such substitution by an Originator or the Seller, as applicable,
such Qualified Substitute Mortgage Loan or Loans shall constitute part of the
Mortgage Pool and shall be subject in all respects to the terms of this
Agreement and the related Assignment Agreement, including all applicable
representations and warranties thereof included in such Assignment Agreement
as
of the date of substitution.
For
any
month in which an Originator or the Seller, as applicable, substitutes one
or
more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans,
the Servicer will determine the amount (the “Substitution Adjustment”), if any,
by which the aggregate Purchase Price of all such Deleted Mortgage Loans exceeds
the aggregate, as to each such Qualified Substitute Mortgage Loan, of the Stated
Principal Balance thereof as of the date of substitution, together with one
month’s interest on such Stated Principal Balance at the applicable Mortgage
Rate. On the date of such substitution, the related Originator or the Seller,
as
applicable, will deliver or cause to be delivered to the Servicer for deposit
in
the Collection Account an amount equal to the Substitution Adjustment, if any,
and the Trustee, (or the Custodian on behalf of the Trustee), upon receipt
of
the related Qualified Substitute Mortgage Loan or Loans and certification by
the
Servicer of such deposit, shall release to the related Originator or the Seller,
as applicable, the related Mortgage File or Files and the Trustee shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as the related Originator or the Seller, as applicable, shall deliver
to it and as shall be necessary to vest therein any Deleted Mortgage Loan
released pursuant hereto.
In
addition, pursuant to the terms of the related Assignment Agreement, the related
Originator or the Seller, as applicable, shall obtain at its own expense and
deliver to the Trustee and the Trust Administrator an Opinion of Counsel to
the
effect that such substitution will not cause (a) any federal tax to be imposed
on the Trust Fund, including without limitation, any federal tax imposed on
“prohibited transactions” under Section 860F(a)(I) of the Code or on
“contributions after the startup date” under Section 860G(d)(I) of the Code or
(b) any REMIC to fail to qualify as a REMIC at any time that any Certificate
is
outstanding. If such Opinion of Counsel can not be delivered, then such
substitution may only be effected at such time as the required Opinion of
Counsel can be given.
(e) Upon
discovery by the Depositor, the Master Servicer or the Trust Administrator
that
any Mortgage Loan does not constitute a “qualified mortgage” within the meaning
of Section 860G(a)(3) of the Code, the party discovering such fact shall within
two Business Days give written notice thereof to the other parties hereto.
In
connection therewith, the related Originator or the Depositor, as the case
may
be, shall repurchase or, subject to the limitations set forth in Section
2.03(d), substitute one or more Qualified Substitute Mortgage Loans for the
affected Mortgage Loan within 90 days of the earlier of discovery or receipt
of
such notice with respect to such affected Mortgage Loan. Such repurchase or
substitution shall be made (i) by the related Originator if the affected
Mortgage Loan’s status as a non-qualified mortgage is or results from a breach
of any representation, warranty or covenant made by the related Originator
under
the related Assignment Agreement or (ii) the Depositor, if the affected Mortgage
Loan’s status as a non-qualified mortgage is a breach of any representation or
warranty of the Depositor set forth in Section 2.06, or if its status as a
non-qualified mortgage is a breach of no representation or warranty. Any such
repurchase or substitution shall be made in the same manner as set forth in
Section 2.03(a) or 2.03(d), if made by an Originator, or Section 2.03(b), if
made by the Depositor. The Trustee shall reconvey to the Depositor or the
related Originator, as the case may be, the Mortgage Loan to be released
pursuant hereto in the same manner, and on the same terms and conditions, as
it
would a Mortgage Loan repurchased for breach of a representation or
warranty.
(f) Upon
discovery or receipt of written notice of a breach by the Seller of any
representation, warranty or covenant made by the Seller under the Assignment
Agreement in respect of any Mortgage Loan which materially adversely affects
the
value of such Mortgage Loan or the interest therein of the Certificateholders,
and if either (i) such Mortgage Loan is not in breach of any representation,
warranty or covenant of the related Originator or (ii) the related Originator
has failed to remedy such representation, warranty or covenant with respect
to
such Mortgage Loan, then the Trustee shall enforce the obligation of the Seller
to remedy such breach, to the extent provided in the Assignment Agreement,
in
the manner and within the time periods set forth in the Assignment
Agreement.
| SECTION 2.04 |
[Reserved].
|
| SECTION 2.05 |
Representations,
Warranties and Covenants of the Servicer and the Master
Servicer.
|
(a) The
Servicer hereby represents, warrants and covenants to the Trust Administrator
and the Trustee, for the benefit of each of the Trustee, the Trust
Administrator, the Certificateholders and to the Depositor that as of the
Closing Date or as of such date specifically provided herein:
(i) The
Servicer is a national banking association duly formed, validly existing and
in
good standing under the laws of the United States of America and is duly
authorized and qualified to transact any and all business contemplated by this
Agreement to be conducted by the Servicer in any state in which a Mortgaged
Property is located or is otherwise not required under applicable law to effect
such qualification and, in any event, is in compliance with the doing business
laws of any such State, to the extent necessary to ensure its ability to enforce
each Mortgage Loan and to service the Mortgage Loans in accordance with the
terms of this Agreement;
(ii) The
Servicer has the full power and authority to conduct its business as presently
conducted by it and to execute, deliver and perform, and to enter into and
consummate, all transactions contemplated by this Agreement. The Servicer has
duly authorized the execution, delivery and performance of this Agreement,
has
duly executed and delivered this Agreement, and this Agreement, assuming due
authorization, execution and delivery by the Depositor and the Trust
Administrator, constitutes a legal, valid and binding obligation of the
Servicer, enforceable against it in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting the enforcement of creditors’ rights generally and by
general principles of equity;
(iii) The
execution and delivery of this Agreement by the Servicer, the servicing of
the
Mortgage Loans by the Servicer hereunder, the consummation by the Servicer
of
any other of the transactions herein contemplated, and the fulfillment of or
compliance with the terms hereof are in the ordinary course of business of
the
Servicer and will not (A) result in a breach of any term or provision of the
charter of by-laws of the Servicer or (B) conflict with, result in a breach,
violation or acceleration of, or result in a default under, the terms of any
other material agreement or instrument to which the Servicer is a party or
by
which it may be bound, or any statute, order or regulation applicable to the
Servicer of any court, regulatory body, administrative agency or governmental
body having jurisdiction over the Servicer; and the Servicer is not a party
to,
bound by, or in breach or violation of any indenture or other agreement or
instrument, or subject to or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it, which materially and adversely affects or, to the
Servicer’s knowledge, would in the future materially and adversely affect, (x)
the ability of the Servicer to perform its obligations under this Agreement,
(y)
the business, operations, financial condition, properties or assets of the
Servicer taken as a whole or (z) the legality, validity or enforceability of
this Agreement;
(iv) The
Servicer is a HUD approved mortgagee pursuant to Section 203 and Section 211
of
the National Housing Act. No event has occurred, including but not limited
to a
change in insurance coverage, that would make the Servicer unable to comply
with
HUD eligibility requirements or that would require notification to HUD;
(v) The
Servicer does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant made by it and contained in this
Agreement;
(vi) No
litigation is pending against the Servicer that would materially and adversely
affect the execution, delivery or enforceability of this Agreement or the
ability of the Servicer to service the Mortgage Loans or to perform any of
its
other obligations hereunder in accordance with the terms hereof;
(vii) There
are
no actions or proceedings against, or investigations known to it of, the
Servicer before any court, administrative or other tribunal (A) that might
prohibit its entering into this Agreement, (B) seeking to prevent the
consummation of the transactions contemplated by this Agreement or (C) that
might prohibit or materially and adversely affect the performance by the
Servicer of its obligations under, or the validity or enforceability of, this
Agreement;
(viii) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Servicer
of,
or compliance by the Servicer with, this Agreement or the consummation by it
of
the transactions contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been obtained prior
to
the Closing Date;
(ix) [reserved];
(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 or to the related Custodian on its behalf and shall inure to the benefit
of the Trustee, the Trust Administrator, the Depositor and the
Certificateholders. Upon discovery by any of the Depositor, the Servicer, the
Trust Administrator or the Trustee of a breach of any of the foregoing
representations, warranties and covenants which materially and adversely affects
the value of any Mortgage Loan, Prepayment Charge or the interests therein
of
the Certificateholders, the party discovering such breach shall give prompt
written notice (but in no event later than two Business Days following such
discovery) to the Servicer, the Trustee and the Trust Administrator.
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, the Trust Administrator or the Trustee on
behalf of the Certificateholders, pursuant to the Master Agreements respecting
a
breach of the representations, warranties and covenants of the
Originators.
(b) The
Master Servicer hereby represents, warrants and covenants to the Trustee, for
the benefit of each of the Trustee and the Certificateholders, and to the
Servicer and the Depositor that as of the Closing Date or as of such date
specifically provided herein:
(i) The
Master Servicer is a national banking association duly formed, validly existing
and in good standing under the laws of the United States of America and is
duly
authorized and qualified to transact any and all business contemplated by this
Agreement to be conducted by the Master Servicer;
(ii) The
Master Servicer has the full power and authority to conduct its business as
presently conducted by it and to execute, deliver and perform, and to enter
into
and consummate, all transactions contemplated by this Agreement. The Master
Servicer has duly authorized the execution, delivery and performance of this
Agreement, has duly executed and delivered this Agreement, and this Agreement,
assuming due authorization, execution and delivery by the Depositor and the
Trustee, constitutes a legal, valid and binding obligation of the Master
Servicer, enforceable against it in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting the enforcement of creditors’ rights generally and by
general principles of equity;
(iii) The
execution and delivery of this Agreement by the Master Servicer, the
consummation by the Master Servicer of any other of the transactions herein
contemplated, and the fulfillment of or compliance with the terms hereof are
in
the ordinary course of business of the Master Servicer and will not (A) result
in a breach of any term or provision of charter and by-laws of the Master
Servicer or (B) conflict with, result in a breach, violation or acceleration
of,
or result in a default under, the terms of any other material agreement or
instrument to which the Master Servicer is a party or by which it may be bound,
or any statute, order or regulation applicable to the Master Servicer of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over the Master Servicer; and the Master Servicer is not a party
to, bound by, or in breach or violation of any indenture or other agreement
or
instrument, or subject to or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it, which materially and adversely affects or, to the Master
Servicer’s knowledge, would in the future materially and adversely affect, the
ability of the Master Servicer to perform its obligations under this
Agreement;
(iv) The
Master Servicer or an Affiliate thereof is an approved seller/servicer for
▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac in good standing and is a HUD approved mortgagee
pursuant to Section 203 of the National Housing Act;
(v) The
Master Servicer does not believe, nor does it have any reason or cause to
believe, that it cannot perform each and every covenant made by it and contained
in this Agreement;
(vi) No
litigation is pending against the Master Servicer that would materially and
adversely affect the execution, delivery or enforceability of this Agreement
or
the ability of the Master Servicer to perform any of its other obligations
hereunder in accordance with the terms hereof,
(vii) There
are
no actions or proceedings against, or investigations known to it of, the Master
Servicer before any court, administrative or other tribunal (A) that might
prohibit its entering into this Agreement, (B) seeking to prevent the
consummation of the transactions contemplated by this Agreement or (C) that
might prohibit or materially and adversely affect the performance by the Master
Servicer of its obligations under, or validity or enforceability of, this
Agreement; and
(viii) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Master
Servicer of, or compliance by the Master Servicer with, this Agreement or the
consummation of the transactions contemplated by this Agreement, except for
such
consents, approvals, authorizations or orders, if any, that have been obtained
prior to the Closing Date.
It
is
understood and agreed that the representations, warranties and covenants set
forth in this Section 2.05 shall survive delivery of the Mortgage Files to
the Trust Administrator, the Trustee or the Custodian, as applicable and shall
inure to the benefit of the Trustee, the Depositor and the Certificateholders.
Upon discovery by any of the Depositor, the Servicer, the Master Servicer or
the
Trustee of a breach of any of the foregoing representations, warranties and
covenants which materially and adversely affects the value of any Mortgage
Loan
or the interests therein of the Certificateholders, the party discovering such
breach shall give prompt written notice (but in no event later than two Business
Days following such discovery) to other parties to this Agreement.
| SECTION 2.06 |
Representations
and Warranties of the Depositor.
|
The
Depositor represents and warrants to the Trust, the Servicer and the Trustee
on
behalf of the Certificateholders as follows:
(i) This
agreement constitutes a legal, valid and binding obligation of the Depositor,
enforceable against the Depositor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors’ rights in general and except as such
enforceability may be limited by general principles of equity (whether
considered in a proceeding at law or in equity);
(ii) Immediately
prior to the sale and assignment by the Depositor to the Trustee on behalf
of
the Trust of each Mortgage Loan, the Depositor had good and marketable title
to
each Mortgage Loan (insofar as such title was conveyed to it by the Seller)
subject to no prior lien, claim, participation interest, mortgage, security
interest, pledge, charge or other encumbrance or other interest of any
nature;
(iii) As
of the
Closing Date, the Depositor has transferred all right, title and interest in
the
Mortgage Loans to the Trustee on behalf of the Trust;
(iv) The
Depositor has not transferred the Mortgage Loans to the Trustee on behalf of
the
Trust with any intent to hinder, delay or defraud any of its
creditors;
(v) The
Depositor has been duly incorporated and is validly existing as a corporation
in
good standing under the laws of Delaware, with full corporate power and
authority to own its assets and conduct its business as presently being
conducted;
(vi) The
Depositor is not in violation of its articles of incorporation or by-laws or
in
default in the performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Depositor is a party
or
by which it or its properties may be bound, which default might result in any
material adverse changes in the financial condition, earnings, affairs or
business of the Depositor or which might materially and adversely affect the
properties or assets, taken as a whole, of the Depositor;
(vii) The
execution, delivery and performance of this Agreement by the Depositor, and
the
consummation of the transactions contemplated thereby, do not and will not
result in a material breach or violation of any of the terms or provisions
of,
or, to the knowledge of the Depositor, constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Depositor is a party or by which the Depositor is bound
or to which any of the property or assets of the Depositor is subject, nor
will
such actions result in any violation of the provisions of the articles of
incorporation or by-laws of the Depositor or, to the best of the Depositor’s
knowledge without independent investigation, any statute or any order, rule
or
regulation of any court or governmental agency or body having jurisdiction
over
the Depositor or any of its properties or assets (except for such conflicts,
breaches, violations and defaults as would not have a material adverse effect
on
the ability of the Depositor to perform its obligations under this
Agreement);
(viii) To
the
best of the Depositor’s knowledge without any independent investigation, no
consent, approval, authorization, order, registration or qualification of or
with any court or governmental agency or body of the United States or any other
jurisdiction is required for the issuance of the Certificates, or the
consummation by the Depositor of the other transactions contemplated by this
Agreement, except such consents, approvals, authorizations, registrations or
qualifications as (a) may be required under State securities or Blue Sky laws,
(b) have been previously obtained or (c) the failure of which to obtain would
not have a material adverse effect on the performance by the Depositor of its
obligations under, or the validity or enforceability of, this Agreement;
and
(ix) There
are
no actions, proceedings or investigations pending before or, to the Depositor’s
knowledge, threatened by any court, administrative agency or other tribunal
to
which the Depositor is a party or of which any of its properties is the subject:
(a) which if determined adversely to the Depositor would have a material adverse
effect on the business, results of operations or financial condition of the
Depositor; (b) asserting the invalidity of this Agreement or the Certificates;
(c) seeking to prevent the issuance of the Certificates or the consummation
by
the Depositor of any of the transactions contemplated by this Agreement, as
the
case may be; or (d) which might materially and adversely affect the performance
by the Depositor of its obligations under, or the validity or enforceability
of,
this Agreement.
| SECTION 2.07 |
Issuance
of Certificates.
|
The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
to it of the Mortgage Files, subject to the provisions of Sections 2.01 and
2.02, together with the assignment to it of all other assets included in the
Trust Fund, receipt of which is hereby acknowledged. Concurrently with such
assignment and delivery and in exchange therefor, the Trust Administrator,
pursuant to the written request of the Depositor executed by an officer of
the
Depositor, has executed, authenticated and delivered to or upon the order of
the
Depositor, the Certificates in authorized denominations. The interests evidenced
by the Certificates constitute the entire beneficial ownership interest in
the
Trust Fund.
| SECTION 2.08 |
[Reserved].
|
| SECTION 2.09 |
Conveyance
of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2, REMIC
3,
REMIC 4, REMIC 5 and REMIC 6 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 C Certificates or the Class
P
Certificates), the
Class
C Interest, the Class P Interest, the Class IO Interest and
the
Class R Certificates (in respect of the Class R-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 C Certificates or Class P
Certificates), the Class C Interest, the Class P Interest, the Class IO Interest
and the Class R Certificates (in respect of the Class R-3 Interest). The
interests evidenced by the Class R-3 Interest, together with the Regular
Certificates (other than the Class C Certificates or Class P Certificates),
the
Class C Interest, the Class P Interest and the Class IO Interest, constitute
the
entire beneficial ownership interest in REMIC 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
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-4
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-4 Interest). The interests evidenced by the Class R-4
Interest, together with the Class C 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
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-5
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-5 Interest). The interests evidenced by the Class R-5
Interest, together with the Class P 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
IO Interest (which is uncertificated) for the benefit of the Holders of the
REMIC 6 Regular Interest SWAP IO and the Class R-X Certificates (in respect
of
the Class R-6 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 6 Regular Interest SWAP
IO
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 REMIC 6 Regular
Interest SWAP IO, constitute the entire beneficial ownership interest in REMIC
6.
(g) 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 and (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 (j) hereof, (xi) 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 (k) hereof and (xii) 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 (l) hereof, pursuant to subsection (g) hereof, pursuant to
subsection (g) hereof, pursuant to subsection (g) hereof, the Trust
Administrator, pursuant to the written request of the Depositor executed by
an
officer of the Depositor, has executed, authenticated and delivered to or upon
the order of the Depositor, (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 and
Class R-6 Interest.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
| SECTION 3.01 |
Servicer
to Act as Servicer.
|
The
Servicer shall service and administer the Mortgage Loans on behalf of the Trust
Fund and in the best interests of and for the benefit of the Certificateholders
(as determined by the Servicer in its reasonable judgment) in accordance with
the terms of this Agreement and the respective Mortgage Loans and, to the extent
consistent with such terms, in the same manner in which it services and
administers similar mortgage loans for its own portfolio, giving due
consideration to customary and usual standards of practice of prudent mortgage
lenders and loan servicers administering similar mortgage loans but without
regard to:
(1) any
relationship that the Servicer, any Sub-Servicer or any Affiliate of the
Servicer or any Sub-Servicer may have with the related Mortgagor;
(2) the
ownership or non-ownership of any Certificate by the Servicer or any Affiliate
of the Servicer;
(3) the
Servicer’s obligation to make Advances or Servicing Advances; or
(4) the
Servicer’s or any Sub-Servicer’s right to receive compensation for its services
hereunder or with respect to any particular transaction.
To
the
extent consistent with the foregoing, the Servicer (a) shall seek to maximize
the timely and complete recovery of principal and interest on the Mortgage
Notes
and (b) shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge
only
under the following circumstances: (i) such waiver is standard and customary
in
servicing similar mortgage loans and such waiver relates to a default or a
reasonably foreseeable default and would, in the reasonable judgment of the
Servicer, maximize recovery of total proceeds taking into account the value
of
such Prepayment Charge and the related Mortgage Loan, (ii) the collection of
such Prepayment Charge would be in violation of applicable laws, (iii) the
amount of the Prepayment Charge set forth on the Prepayment Charge Schedule
is
not consistent with the related Mortgage Note or is otherwise unenforceable
or
(iv) the collection of such Prepayment Charge would be considered “predatory”
pursuant to written guidance published or issued by any applicable federal,
state or local regulatory authority acting in its official capacity and having
jurisdiction over such matters. If a Prepayment Charge is waived as permitted
by
meeting the standard described in clauses (ii), (iii) or (iv) above, then the
Trustee (upon receipt of written notice from the Servicer that such waiver
has
occurred) shall work with the Depositor to enforce the obligation of the
Originators to pay the amount of such waived Prepayment Charge to the Trust
Administrator for deposit in the Distribution Account for the benefit of the
Holders of the Class P Certificates. If a Prepayment Charge is waived other
than
in accordance with (i), (ii), (iii) or (iv) above, the Servicer shall pay the
amount of such waived Prepayment Charge to the Trust Administrator for deposit
in the Distribution Account for the benefit of the Holders of the Class P
Certificates.
To
the
extent consistent with the foregoing, the Servicer shall also seek to maximize
the timely and complete recovery of principal and interest on the Mortgage
Notes. Subject only to the above-described servicing standards and the terms
of
this Agreement and of the respective Mortgage Loans, the Servicer shall have
full power and authority, acting alone or through Sub-Servicers as provided
in
Section 3.02, to do or cause to be done any and all things in connection with
such servicing and administration which it may deem necessary or desirable.
Without limiting the generality of the foregoing, the Servicer in its own name
or in the name of a Sub-Servicer is hereby authorized and empowered by the
Trustee when the Servicer believes it appropriate in its best judgment in
accordance with the servicing standards set forth above, to execute and deliver,
on behalf of the Certificateholders and the Trustee, and upon notice to the
Trustee, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge, and all other comparable instruments, with respect
to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee and Certificateholders. The Servicer shall
service and administer the Mortgage Loans in accordance with applicable state
and federal law and shall provide to the Mortgagors any reports required to
be
provided to them thereby. The Servicer shall also comply in the performance
of
this Agreement with all reasonable rules and requirements of any standard hazard
insurance policy. Subject to Section 3.17, the Trustee shall execute, at the
written request of the Servicer, and furnish to the Servicer and any
Sub-Servicer such documents as are necessary or appropriate to enable the
Servicer or any Sub-Servicer to carry out their servicing and administrative
duties hereunder, and the Trustee hereby grants to the Servicer a power of
attorney to carry out such duties. The Trustee shall not be liable for the
actions of the Servicer or any Sub-Servicers under such powers of
attorney.
In
accordance with the standards of the preceding paragraph, the Servicer shall
advance or cause to be advanced funds as necessary for the purpose of effecting
the timely payment of taxes and assessments on the Mortgaged Properties, which
advances shall be Servicing Advances reimbursable in the first instance from
related collections from the Mortgagors pursuant to Section 3.09, and further
as
provided in Section 3.11. Any cost incurred by the Servicer or by Sub-Servicers
in effecting the timely payment of taxes and assessments on a Mortgaged Property
shall not, for the purpose of calculating distributions to Certificateholders,
be added to the unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit provided,
however, that (subject to Section 3.07) the Servicer may capitalize the amount
of any Servicing Advances incurred pursuant to this Section 3.01 in connection
with the modification of a Mortgage Loan.
The
Servicer further is authorized and empowered by the Trustee, on behalf of the
Certificateholders and the Trustee, in its own name or in the name of the
Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be,
believes it is appropriate in its best judgment to register any Mortgage Loan
on
the MERS System, or cause the removal from the registration of any Mortgage
Loan
on the MERS System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording
of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any reasonable expenses (i) incurred as a result of
MERS
discontinuing or becoming unable to continue operations in connection with
the
MERS System or (ii) if the affected Mortgage Loan is in default or, in the
judgment of the Servicer, such default is reasonably foreseeable, incurred
in
connection with the actions described in the preceding sentence, shall be
subject to withdrawal by the Servicer from the Collection Account.
Notwithstanding
anything in this Agreement to the contrary, the Servicer may not make any future
advances with respect to a Mortgage Loan (except as provided in Section 4.03)
and the Servicer shall not (i) permit any modification with respect to any
Mortgage Loan (except with respect to a Mortgage Loan that is in default or,
in
the judgment of the Servicer, such default is reasonably foreseeable) that
would
change the Mortgage Rate, reduce or increase the principal balance (except
for
reductions resulting from actual payments of principal) or change the final
maturity date on such Mortgage Loan or (ii) permit any modification, waiver
or
amendment of any term of any Mortgage Loan that would both (A) effect an
exchange or reissuance of such Mortgage Loan under Section 1001 of the Code
(or
final, temporary or proposed Treasury Regulations promulgated thereunder) and
(B) cause any REMIC to fail to qualify as a REMIC under the Code or the
imposition of any tax on “prohibited transactions” or “contributions after the
startup date” under the REMIC Provisions.
Notwithstanding
anything in this Agreement to the contrary and notwithstanding its ability
to do
so pursuant to the terms of the related mortgage note, the Servicer shall not
be
required to enforce any provision in any mortgage note the enforcement of which
would violate federal, state or local laws or ordinances designed to discourage
predatory lending practices.
The
Servicer may delegate its responsibilities under this Agreement; provided,
however, that no such delegation shall release the Servicer from the
responsibilities or liabilities arising under this Agreement.
| SECTION 3.02 |
Sub-Servicing
Agreements Between Servicer and Sub-Servicers;
Subcontractors.
|
(a) The
Servicer may enter into Sub-Servicing Agreements (provided that such agreements
would not result in a withdrawal or a downgrading by the Rating Agencies of
the
rating on any Class of Certificates) with Sub-Servicers, for the servicing
and
administration of the Mortgage Loans; provided, however, that each such
sub-servicing arrangement and the terms of the related Sub-Servicing Agreement
must provide for the servicing of Mortgage Loans in a manner consistent with
the
servicing arrangement contemplated hereunder.
(b) Each
Sub-Servicer shall be (i) authorized to transact business in the state or states
in which the related Mortgaged Properties it is to service are situated, if
and
to the extent required by applicable law to enable the Sub-Servicer to perform
its obligations hereunder and under the Sub-Servicing Agreement and (ii) a
▇▇▇▇▇▇▇ 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, 3.20 or 3.21 and provide for servicing
of
the Mortgage Loans consistent with the terms of this Agreement. The Servicer
will examine each Sub-Servicing Agreement and will be familiar with the terms
thereof. The terms of any Sub-Servicing Agreement will not be inconsistent
with
any of the provisions of this Agreement. The Servicer and the Sub-Servicers
may
enter into and make amendments to the Sub-Servicing Agreements or enter into
different forms of Sub-Servicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of this Agreement, and that no such amendment or different form
shall
be made or entered into which could be reasonably expected to be materially
adverse to the interests of the Certificateholders, without the consent of
the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
variation without the consent of the Holders of Certificates entitled to at
least 66% of the Voting Rights from the provisions set forth in Section 3.08
(relating to insurance or priority requirements of Sub-Servicing Accounts,
or
credits and charges to the Sub- Servicing Accounts or the timing and amount
of
remittances by the Sub-Servicers to the Servicer), Section 3.20 or Section
3.21,
are conclusively deemed to be inconsistent with this Agreement and therefore
prohibited. The Servicer shall deliver to the Trustee, the Trust Administrator
and the Master Servicer copies of all Sub-Servicing Agreements and any
amendments or modifications thereof, promptly upon the Servicer’s execution and
delivery of such instruments.
(c) As
part
of its servicing activities hereunder, the Servicer (except as otherwise
provided in the last sentence of this paragraph), for the benefit of the Trustee
and the Certificateholders, shall enforce the obligations of each Sub-Servicer
under the related Sub-Servicing Agreement, including, without limitation, any
obligation of a Sub-Servicer to make advances in respect of delinquent payments
as required by a Sub-Servicing Agreement. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements, and the pursuit of other appropriate remedies, shall be in such
form
and carried out to such an extent and at such time as the Servicer, in its
good
faith business judgment, would require were it the owner of the related Mortgage
Loans. The Servicer shall pay the costs of such enforcement at its own expense,
and shall be reimbursed therefor only (i) from a general recovery resulting
from
such enforcement, to the extent, if any, that such recovery exceeds all amounts
due in respect of the related Mortgage Loans, or (ii) from a specific recovery
of costs, expenses or attorneys’ fees against the party against whom such
enforcement is directed.
(d) It
shall
not be necessary for the Servicer to seek the consent of the Depositor, the
Master Servicer, the Trust Administrator or the Trustee to the utilization
of
any Subcontractor. The Servicer shall promptly, upon request, provide to the
Depositor, the Master Servicer and the Trust Administrator a written description
(in form and substance satisfactory to the Depositor, the Master Servicer and
the Trust Administrator) of the role and function of each Subcontractor utilized
by the Servicer or any Sub-Servicer, specifying (i) the identity of each such
Subcontractor, (ii) which (if any) of such Subcontractors are “participating in
the servicing function” within the meaning of Item 1122 of Regulation AB and
(iii) which elements of the Relevant Servicing Criteria will be addressed in
assessments of compliance provided by each Subcontractor identified pursuant
to
(e) below.
(e) As
a
condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, the Servicer shall cause any such Subcontractor used by the
Servicer (or by any Sub-Servicer) for the benefit of the Depositor, the Master
Servicer and the Trust Administrator to comply with the provisions of Sections
3.20, 3.21 and 4.05 of this Agreement to the same extent as if such
Subcontractor were the Servicer. The Servicer shall be responsible for obtaining
from each Subcontractor and delivering to the Depositor, the Master Servicer
and
the Trust Administrator any assessment of compliance and attestation required
to
be delivered by such Subcontractor under Section 3.21, in each case as and
when
required to be delivered.
| SECTION 3.03 |
Successor
Sub-Servicers.
|
The
Servicer, shall be entitled to terminate any Sub-Servicing Agreement and the
rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
Agreement in accordance with the terms and conditions of such Sub-Servicing
Agreement. In the event of termination of any Sub-Servicer, all servicing
obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer
without any act or deed on the part of such Sub-Servicer or the Servicer, and
the Servicer either shall service directly the related Mortgage Loans or shall
enter into a Sub-Servicing Agreement with a successor Sub-Servicer which
qualifies under Section 3.02.
Any
Sub-Servicing Agreement shall include the provision that such agreement may
be
immediately terminated by the Master Servicer (if the Master Servicer is acting
as Servicer) without fee, in accordance with the terms of this Agreement, in
the
event that the Servicer (or the Master Servicer, if it is then acting as
Servicer) shall, for any reason, no longer be the Servicer (including
termination due to a Servicer Event of Termination).
| SECTION 3.04 |
Liability
of the Servicer.
|
Notwithstanding
any Sub-Servicing Agreement, any of the provisions of this Agreement relating
to
agreements or arrangements between the Servicer and a Sub-Servicer or reference
to actions taken through a Sub-Servicer or otherwise, the Servicer shall remain
obligated and primarily liable to the Trustee and the Certificateholders for
the
servicing and administering of the Mortgage Loans in accordance with the
provisions of Section 3.01 without diminution of such obligation or liability
by
virtue of such Sub-Servicing Agreements or arrangements or by virtue of
indemnification from the Sub-Servicer and to the same extent and under the
same
terms and conditions as if the Servicer alone were servicing and administering
the Mortgage Loans. The Servicer shall be entitled to enter into any agreement
with a Sub- Servicer for indemnification of the Servicer by such Sub-Servicer
and nothing contained in this Agreement shall be deemed to limit or modify
such
indemnification.
| SECTION 3.05 |
No
Contractual Relationship Between Sub-Servicers and the Trustee, the
Trust
Administrator or
Certificateholders.
|
Any
Sub-Servicing Agreement that may be entered into and any transactions or
services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
as such shall be deemed to be between the Sub-Servicer and the Servicer alone,
and the Trustee, the Master Servicer, the Trust Administrator and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Sub-Servicer
except as set forth in Section 3.06. The Servicer shall be solely liable for
all
fees owed by it to any Sub-Servicer, irrespective of whether the Servicer’s
compensation pursuant to this Agreement is sufficient to pay such
fees.
| SECTION 3.06 |
Assumption
or Termination of Sub-Servicing Agreements by Master
Servicer.
|
In
the
event the Servicer shall for any reason no longer be the Servicer (including
by
reason of the occurrence of a Servicer Event of Termination), the Master
Servicer or, if the Master Servicer is the Servicer, the Trustee (or the
successor servicer appointed pursuant to Section 7.02) (or
another successor master servicer)
shall
thereupon assume all of the rights and obligations of the Servicer under each
Sub-Servicing Agreement that the Servicer may have entered into, unless the
Master Servicer or the Trustee (or successor servicer or master servicer),
as
applicable, elects to terminate any Sub-Servicing Agreement in accordance with
its terms as provided in Section 3.03. Upon such assumption, the Master Servicer
or the Trustee, as applicable (or the successor servicer appointed pursuant
to
Section 7.02 (or another successor master servicer) shall be deemed, subject
to
Section 3.03, to have assumed all of the Servicer’s interest therein and to have
replaced the Servicer as a party to each Sub-Servicing Agreement to the same
extent as if each Sub-Servicing Agreement had been assigned to the assuming
party, except that (i) the Servicer shall not thereby be relieved of any
liability or obligations under any Sub-Servicing Agreement and (ii) none of
the
Trust Administrator, its designee or any successor Servicer shall be deemed
to
have assumed any liability or obligation of the Servicer that arose before
it
ceased to be the Servicer.
The
Servicer at its expense shall, upon request of the Master Servicer, deliver
to
the assuming party all documents and records relating to each Sub-Servicing
Agreement and the Mortgage Loans then being serviced and an accounting of
amounts collected and held by or on behalf of it, and otherwise use its best
efforts to effect the orderly and efficient transfer of the Sub-Servicing
Agreements to the assuming party.
| SECTION 3.07 |
Collection
of Certain Mortgage Loan Payments.
|
The
Servicer shall make reasonable efforts to collect all payments called for under
the terms and provisions of the Mortgage Loans, and shall, to the extent such
procedures shall be consistent with this Agreement and the terms and provisions
of any applicable insurance policies, follow such collection procedures as
it
would follow with respect to mortgage loans comparable to the Mortgage Loans
and
held for its own account. Consistent with the foregoing and the servicing
standards set forth in Section 3.01, the Servicer may in its discretion (i)
waive any late payment charge or, if applicable, penalty interest or (ii) extend
the due dates for Monthly Payments due on a Mortgage Note for a period of not
greater than 180 days; provided that any extension pursuant to clause (ii)
above
shall not affect the amortization schedule of any Mortgage Loan for purposes
of
any computation hereunder, except as provided below. In the event of any such
arrangement pursuant to clause (ii) above, the Servicer shall make timely
advances on such Mortgage Loan during such extension pursuant to Section 4.03
and in accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements. Notwithstanding the
foregoing, in the event that any Mortgage Loan is in default or, in the judgment
of the Servicer, such default is reasonably foreseeable, the Servicer,
consistent with the standards set forth in Section 3.01, may waive, modify
or
vary any term of such Mortgage Loan (including, but not limited to,
modifications that change the Mortgage Rate, forgive the payment of principal
or
interest or extend the final maturity date of such Mortgage Loan), accept
payment from the related Mortgagor of an amount less than the Stated Principal
Balance in final satisfaction of such Mortgage Loan (such payment, a “Short
Pay-off”) or consent to the postponement of strict compliance with any such term
or otherwise grant indulgence to any Mortgagor if in the Servicer’s
determination such waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Certificateholders (taking into
account any estimated Realized Loss that might result absent such action);
provided, however, the Servicer shall not modify any Mortgage Loan in a manner
that would capitalize the amount of any unpaid Monthly Payments or tax or
insurance payments advanced by the Servicer on the Mortgagor’s behalf unless the
related Mortgagor shall have remitted an amount equal to a full Monthly Payment
(or, in the case of any Mortgage Loan subject to a forbearance plan or
bankruptcy plan, a full modified monthly payment under such plan) in each of
the
three calendar months immediately preceding the month of such
modification.
| SECTION 3.08 |
Sub-Servicing
Accounts.
|
In
those
cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
Sub-Servicing Account shall be an Eligible Account and shall comply with all
requirements of this Agreement relating to the Collection Account. The
Sub-Servicer shall deposit in the Sub-Servicing Account, in no event more than
two Business Days after the Sub-Servicer’s receipt thereof, all proceeds of
Mortgage Loans received by the Sub-Servicer less its servicing compensation
to
the extent permitted by the Sub-Servicing Agreement. The Sub-Servicer shall
thereafter remit such proceeds to the Servicer for deposit in the Collection
Account not later than two Business Days after the deposit of such amounts
in
the Sub-Servicing Account. For purposes of this Agreement, the Servicer shall
be
deemed to have received payments on the Mortgage Loans when the Sub-Servicer
receives such payments.
| SECTION 3.09 |
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
To
the
extent the terms of a Mortgage provide for Escrow Payments, the Servicer shall
establish and maintain one or more accounts (the “Servicing Accounts”), into
which all collections from the Mortgagors (or related advances from
Sub-Servicers) for the payment of taxes, assessments, fire, flood, and hazard
insurance premiums, hazard insurance proceeds (to the extent such amounts are
to
be applied to the restoration or repair of the property) and comparable items
for the account of the Mortgagors (“Escrow Payments”) shall be deposited and
retained. Servicing Accounts shall be Eligible Accounts. The Servicer shall
deposit in the Servicing Accounts on a daily basis and in no event later than
the second Business Day after receipt, and retain therein, all Escrow Payments
collected on account of the Mortgage Loans, for the purpose of effecting the
timely payment of any such items as required under the terms of this Agreement.
Withdrawals of amounts from a Servicing Account may be made only to (i) effect
timely payment of taxes, assessments, fire, flood, and hazard insurance
premiums, and comparable items; (ii) reimburse the Servicer out of related
collections for any advances made pursuant to Section 3.01 (with respect to
taxes and assessments) and Section 3.14 (with respect to fire, flood and hazard
insurance); (iii) refund to Mortgagors any sums as may be determined to be
overages; (iv) pay interest, if required and as described below, to Mortgagors
on balances in the Servicing Account; or (v) clear and terminate the Servicing
Account at the termination of the Servicer’s obligations and responsibilities in
respect of the Mortgage Loans under this Agreement in accordance with Article
IX. As part of its servicing duties, the Servicer shall pay to the Mortgagors
interest on funds in Servicing Accounts, to the extent required by law and,
to
the extent that interest earned on funds in the Servicing Accounts is
insufficient, to pay such interest from its or their own funds, without any
reimbursement therefor. Notwithstanding the foregoing, the Servicer shall not
be
obligated to collect Escrow Payments if the related Mortgage Loan does not
require such payments but the Servicer shall nevertheless be obligated to make
Servicing Advances as provided in Section 3.01. In the event the Servicer shall
deposit in the Servicing Accounts any amount not required to be deposited
therein, it may at any time withdraw such amount from the Servicing Accounts,
any provision to the contrary notwithstanding.
To
the
extent that a Mortgage does not provide for Escrow Payments, the Servicer (i)
shall determine whether any such payments are made by the Mortgagor in a manner
and at a time that is necessary to avoid the loss of the Mortgaged Property
due
to a tax sale or the foreclosure as a result of a tax lien and (ii) shall ensure
that all insurance required to be maintained on the Mortgaged Property pursuant
to this Agreement is maintained. If any such payment has not been made and
the
Servicer receives notice of a tax lien with respect to the Mortgage Loan being
imposed, the Servicer will, to the extent required to avoid loss of the
Mortgaged Property, advance or cause to be advanced funds necessary to discharge
such lien on the Mortgaged Property. The Servicer assumes full responsibility
for the payment of all such bills and shall effect payments of all such bills
irrespective of the Mortgagor’s faithful performance in the payment of same or
the making of the Escrow Payments and shall make Servicing Advances from its
own
funds to effect such payments.
| SECTION 3.10 |
Collection
Account.
|
(a) On
behalf
of the Trust Fund, the Servicer shall establish and maintain one or more
separate, segregated trust accounts (such account or accounts, the “Collection
Account”), held in trust for the benefit of the Trust Administrator, the Trustee
and the Certificateholders. On behalf of the Trust Fund, the Servicer shall
deposit or cause to be deposited in the clearing account (which account must
be
an Eligible Account) in which it customarily deposits payments and collections
on mortgage loans in connection with its mortgage loan servicing activities
on a
daily basis, and in no event more than two Business Days after the Servicer’s
receipt thereof, and shall thereafter deposit in the Collection Account, in
no
event more than one Business Day after the deposit of such funds into the
clearing account, as and when received or as otherwise required hereunder,
the
following payments and collections received or made by it from and after the
Cut-off Date (other than in respect of principal or interest on the related
Mortgage Loans due on or before the Cut-off Date), or payments (other than
Principal Prepayments) received by it on or prior to the Cut-off Date but
allocable to a Due Period subsequent thereto:
(1) all
payments on account of principal, including Principal Prepayments (but not
Prepayment Charges), on the Mortgage Loans;
(2) all
payments on account of interest (net of the related Servicing Fee and any
Prepayment Interest Excess) on each Mortgage Loan;
(3) all
Insurance Proceeds and Liquidation Proceeds (other than proceeds collected
in
respect of any particular REO Property and amounts paid by the Servicer in
connection with a purchase of Mortgage Loans and REO Properties pursuant to
Section 9.01);
(4) any
amounts required to be deposited pursuant to Section 3.12 in connection with
any
losses realized on Permitted Investments with respect to funds held in the
Collection Account;
(5) any
amounts required to be deposited by the Servicer pursuant to the second
paragraph of Section 3.14(a) in respect of any blanket policy
deductibles;
(6) all
proceeds of any Mortgage Loan repurchased or purchased in accordance with
Section 2.03 or Section 9.01;
(7) all
amounts required to be deposited in connection with shortfalls in principal
amount of Qualified Substitute Mortgage Loans pursuant to Section 2.03;
and
(8) all
Prepayment Charges collected by the Servicer and any Servicer Prepayment Charge
Payment Amounts in connection with the Principal Prepayment of any of the
Mortgage Loans.
For
purposes of the immediately preceding sentence, the Cut-off Date with respect
to
any Qualified Substitute Mortgage Loan shall be deemed to be the date of
substitution.
The
foregoing requirements for deposit in the Collection Accounts shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges or assumption
fees (other than Prepayment Charges) need not be deposited by the Servicer
in
the Collection Account. In the event the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may
at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.
(b) On
behalf
of the Trust Fund, the Servicer shall deliver to the Trust Administrator in
immediately available funds for deposit in the Distribution Account (i) on
the
Servicer Remittance Date, that portion of the Available Funds for the related
Distribution Date then on deposit in the Collection Account, the amount of
all
Prepayment Charges collected during the applicable Prepayment Period by the
Servicer and Servicer Prepayment Charge Payment Amounts in connection with
the
Principal Prepayment of any of the Mortgage Loans then on deposit in the
Collection Account and (ii) on each Business Day as of the commencement of
which
the balance on deposit in the Collection Account exceeds $75,000 following
any
withdrawals pursuant to the next succeeding sentence, the amount of such excess,
but only if the Collection Account constitutes an Eligible Account solely
pursuant to clause (ii) of the definition of “Eligible Account.” If the balance
on deposit in the Collection Account exceeds $75,000 as of the commencement
of
business on any Business Day and the Collection Account constitutes an Eligible
Account solely pursuant to clause (ii) of the definition of “Eligible Account,”
the Servicer shall, on such Business Day, withdraw from the Collection Account
any and all amounts payable or reimbursable to the Depositor, the Servicer,
the
Trustee, the Trust Administrator, the Seller or any Sub-Servicer pursuant to
Section 3.11 and shall pay such amounts to the Persons entitled
thereto.
(c) Funds
in
the Collection Account may be invested in Permitted Investments in accordance
with the provisions set forth in Section 3.12. The Servicer shall give advance
notice to the Trust Administrator and the Master Servicer of the location of
the
Collection Account maintained by it when established and prior to any change
thereof. The Trust Administrator will then provide timely written notice to
the
Depositor and Trustee.
(d) Funds
held in the Collection Account at any time may be delivered by the Servicer
to
the Trust Administrator for deposit in an account (which may be the Distribution
Account and must satisfy the standards for the Distribution Account as set
forth
in the definition thereof) and for all purposes of this Agreement shall be
deemed to be a part of the Collection Account; provided, however, that the
Trust
Administrator shall have the sole authority to withdraw any funds held pursuant
to this subsection (d). In the event the Servicer shall deliver to the Trust
Administrator for deposit in the Distribution Account any amount not required
to
be deposited therein, it may at any time request that the Trust Administrator
withdraw such amount from the Distribution Account and remit to it any such
amount, any provision herein to the contrary notwithstanding. In addition,
the
Servicer shall deliver to the Trust Administrator from time to time for deposit,
and upon written notification from the Servicer, the Trust Administrator shall
so deposit, in the Distribution Account:
(1) any
Advances, as required pursuant to Section 4.03;
(2) any
amounts required to be deposited pursuant to Section 3.23(d) or (f) in
connection with any REO Property;
(3) any
amounts to be paid by the Servicer in connection with a purchase of Mortgage
Loans and REO Properties pursuant to Section 9.01; and
(iv) any
amounts required to be deposited pursuant to Section 3.24 in connection with
any
Prepayment Interest Shortfalls.
(e) The
Servicer shall deposit in the Collection Account any amounts required to be
deposited pursuant to Section 3.12(b) in connection with losses realized on
Permitted Investments with respect to funds held in the Collection
Account.
| SECTION 3.11 |
Withdrawals
from the Collection Account.
|
The
Servicer shall, from time to time, make withdrawals from the Collection Account
for any of the following purposes, without priority, or as described in Section
4.03:
(1) to
remit
to the Trust Administrator for deposit in the Distribution Account the amounts
required to be so remitted pursuant to Section 3.10(b) or permitted to be so
remitted pursuant to the first sentence of Section 3.10(d);
(2) subject
to Section 3.16(d), to reimburse the Servicer for Advances, but only to the
extent of amounts received which represent Late Collections (net of the related
Servicing Fees) of Monthly Payments on Mortgage Loans with respect to which
such
Advances were made in accordance with the provisions of Section
4.03;
(3) subject
to Section 3.16(d), to pay the Servicer or any Sub-Servicer (A) any unpaid
Servicing Fees, (B) any unreimbursed Servicing Advances with respect to each
Mortgage Loan, but only to the extent of any Liquidation Proceeds, Insurance
Proceeds or other amounts as may be collected by the Servicer from a Mortgagor,
or otherwise received with respect to such Mortgage Loan and (C) without
limiting any right of withdrawal set forth in clause (vi) below, any Servicing
Advances made with respect to a Mortgage Loan that, following the final
liquidation of a Mortgage Loan are Nonrecoverable Advances, but only to the
extent that Late Collections, Liquidation Proceeds and Insurance Proceeds
received with respect to such Mortgage Loan are insufficient to reimburse the
Servicer or any Sub-Servicer for such Servicing Advances;
(4) to
pay to
the Servicer as servicing compensation (in addition to the Servicing Fee) on
the
Servicer Remittance Date any interest or investment income earned on funds
deposited in the Collection Account;
(5) to
pay to
the Servicer or the Seller, as the case may be, with respect to each Mortgage
Loan that has previously been purchased or replaced pursuant to Section 2.03
or
Section 3.16(c) all amounts received thereon subsequent to the date of purchase
or substitution, as the case may be;
(6) to
reimburse the Servicer for any Advance or Servicing Advance previously made
which the Servicer has determined to be a Nonrecoverable Advance or
Nonrecoverable Servicing Advance in accordance with the provisions of Section
4.03;
(7) to
reimburse the Servicer, the Master Servicer or the Depositor for expenses
incurred by or reimbursable to the Servicer, the Master Servicer or the
Depositor, as the case may be, pursuant to Section 6.03;
(8) to
reimburse the Servicer, the Trust Administrator, the Master Servicer or the
Trustee, as the case may be, for expenses reasonably incurred in respect of
the
breach or defect giving rise to the purchase obligation under Section 2.03
of
this Agreement that were included in the Purchase Price of the Mortgage Loan,
including any expenses arising out of the enforcement of the purchase
obligation;
(9) [reserved];
(10) to
pay,
or to reimburse the Servicer for advances in respect of expenses incurred in
connection with any Mortgage Loan pursuant to Section 3.16(b); and
(11) to
clear
and terminate the Collection Account pursuant to Section 9.01.
The
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Collection Account, to the extent held by or on behalf of it, pursuant to
subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Servicer
shall provide written notification to the Trust Administrator, on or prior
to
the next succeeding Servicer Remittance Date, upon making any withdrawals from
the Collection Account pursuant to subclause (vii) above.
| SECTION 3.12 |
Investment
of Funds in the Collection Account.
|
(a) The
Servicer may direct any depository institution maintaining the Collection
Account (for purposes of this Section 3.12, an “Investment Account”) to invest
the funds in such Investment Account in one or more Permitted Investments
specified in such instruction bearing interest or sold at a discount, and
maturing, unless payable on demand, (i) no later than the Business Day
immediately preceding the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if a Person other than the Trust
Administrator is the obligor thereon, and (ii) no later than the date on which
such funds are required to be withdrawn from such account pursuant to this
Agreement, if the Trust Administrator is the obligor thereon. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the Trust
Administrator (in its capacity as such) or in the name of a nominee of the
Trust
Administrator. The Trust Administrator shall be entitled to sole possession
(except with respect to investment direction of funds held in the Collection
Account and the Distribution Account and any income and gain realized thereon)
over each such investment, and any certificate or other instrument evidencing
any such investment shall be delivered directly to the Trust Administrator
or
its agent, together with any document of transfer necessary to transfer title
to
such investment to the Trust Administrator or its nominee. In the event amounts
on deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Trust Administrator shall:
(x) consistent
with any notice required to be given thereunder, demand that payment thereon
be
made on the last day such Permitted Investment may otherwise mature hereunder
in
an amount equal to the lesser of (1) all amounts then payable thereunder and
(2)
the amount required to be withdrawn on such date; and
(y) demand
payment of all amounts due thereunder promptly upon determination by a
Responsible Officer of the Trust Administrator that such Permitted Investment
would not constitute a Permitted Investment in respect of funds thereafter
on
deposit in the Investment Account.
(b) All
income and gain realized from the investment of funds deposited in the
Collection Account held by or on behalf of the Servicer, shall be for the
benefit of the Servicer and shall be subject to its withdrawal in accordance
with Section 3.11. The Servicer shall deposit in the Collection Account the
amount of any loss of principal incurred in respect of any such Permitted
Investment made with funds in such accounts immediately upon realization of
such
loss.
(c) Except
as
otherwise expressly provided in this Agreement, if any default occurs in the
making of a payment due under any Permitted Investment, or if a default occurs
in any other performance required under any Permitted Investment, the Trust
Administrator may and, subject to Section 8.01 and Section 8.02(a)(v), upon
the
request of the Holders of Certificates representing more than 50% of the Voting
Rights allocated to any Class of Certificates, shall take such action as may
be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings.
| SECTION 3.13 |
[Reserved].
|
| SECTION 3.14 |
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
The
terms
of each Mortgage Note require the related Mortgagor to maintain fire, flood
and
hazard insurance policies. To the extent such policies are not maintained,
the
Servicer shall cause to be maintained for each Mortgaged Property fire and
hazard insurance with extended coverage as is customary in the area where the
Mortgaged Property is located in an amount which is at least equal to the lesser
of the current principal balance of such Mortgage Loan and the amount necessary
to fully compensate for any damage or loss to the improvements which are a
part
of such property on a replacement cost basis, in each case in an amount not
less
than such amount as is necessary to avoid the application of any coinsurance
clause contained in the related hazard insurance policy. The Servicer shall
also
cause to be maintained fire, flood and hazard insurance on each REO Property
with extended coverage as is customary in the area where the Mortgaged Property
is located in an amount which is at
least
equal to the greater of (i) 100% of the insurable value on a replacement cost
basis of the improvements securing such Mortgage Loan, (ii) the principal
balance of the Mortgage Loan and (iii) maximum coverage allowable under the
Flood Disaster Protection Act of 1973.
The
Servicer will comply in the performance of this Agreement with all reasonable
rules and requirements of each insurer under any such hazard policies. Any
amounts to be collected by the Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the property subject
to
the related Mortgage or amounts to be released to the Mortgagor in accordance
with the procedures that the Servicer would follow in servicing loans held
for
its own account, subject to the terms and conditions of the related Mortgage
and
Mortgage Note) shall be deposited in the Collection Account, subject to
withdrawal pursuant to Section 3.11, if received in respect of a Mortgage Loan,
or in the REO Account, subject to withdrawal pursuant to Section 3.23, if
received in respect of an REO Property. Any cost incurred by the Servicer in
maintaining any such insurance shall not, for the purpose of calculating
distributions to Certificateholders, be added to the unpaid principal balance
of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage
Loan
so permit; provided, however, that the Servicer may capitalize the amount of
any
Servicing Advances incurred pursuant to this Section 3.14 in connection with
the
modification of a Mortgage Loan. It is understood and agreed that no earthquake
or other additional insurance is to be required of any Mortgagor other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. If the Mortgaged Property
or REO Property is at any time in an area identified in the Federal Register
by
the Federal Emergency Management Agency as having special flood hazards, the
Servicer will cause to be maintained a flood insurance policy in respect
thereof. Such flood insurance shall be in an amount equal to the lesser of
(i)
100% of the insurable value on a replacement cost basis of the improvements
securing such Mortgage Loan and (ii) the greater of (a) the outstanding
principal balance of the Mortgage Loan and (b) an amount such that the proceeds
of such insurance shall be sufficient to prevent the application to the
Mortgagor or the loss payee of any coinsurance clause under the policy. If
at
any time during the term of the Mortgage Loan, the Servicer determines, in
accordance with applicable law, that a Mortgaged Property is located in a
special flood hazard area and is not covered by flood insurance or is covered
in
an amount less than the amount required by the Flood Disaster Protection Act
of
1973, as amended, the Servicer shall notify the related Mortgagor that the
Mortgagor must obtain such flood insurance coverage, and if said Mortgagor
fails
to obtain the required flood insurance coverage within forty-five (45) days
after such notification, the Company shall immediately force place the required
flood insurance on the Mortgagor’s behalf.
In
the
event that the Servicer shall obtain and maintain a blanket policy with an
insurer having a General Policy Rating of B:VI or better in Best’s Key Rating
Guide insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first two sentences of this Section 3.14, it being understood and agreed that
such policy may contain a deductible clause, in which case the Servicer shall,
in the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy complying with the first two sentences of
this
Section 3.14, and there shall have been one or more losses which would have
been
covered by such policy, deposit to the Collection Account from its own funds
the
amount not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as administrator and servicer of
the
Mortgage Loans, the Servicer agrees to prepare and present, on behalf of itself,
the Trustee, the Trust Fund and the Certificateholders, claims under any such
blanket policy in a timely fashion in accordance with the terms of such
policy.
(a) The
Servicer shall keep in force during the term of this Agreement a policy or
policies of insurance covering errors and omissions for failure in the
performance of its respective obligations under this Agreement, which policy
or
policies shall be in such form and amount that would meet the requirements
of
▇▇▇▇▇▇ ▇▇▇ 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 and the Trust
Administrator.
The
Servicer shall provide to the Master Servicer evidence of the authorization
of
the person signing any certification, statement, copy or other evidence of
any
fidelity bond, errors and omissions policy, financial information and reports
or
such other information related to the Servicer or any Sub-Servicer or to the
Servicer’s or such Sub-Servicer’s performance hereunder.
| SECTION 3.15 |
Enforcement
of Due-On-Sale Clauses; Assumption
Agreements.
|
The
Servicer will, to the extent it has knowledge of any conveyance or prospective
conveyance of any Mortgaged Property by any Mortgagor (whether by absolute
conveyance or by contract of sale, and whether or not the Mortgagor remains
or
is to remain liable under the Mortgage Note and/or the Mortgage), exercise
its
rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale”
clause, if any, applicable thereto; provided, however, that the Servicer shall
not exercise any such rights if prohibited by law from doing so. If the Servicer
reasonably believes it is unable under applicable law to enforce such
“due-on-sale” clause, or if any of the other conditions set forth in the proviso
to the preceding sentence apply, the Servicer will enter into an assumption
and
modification agreement from or with the person to whom such property has been
conveyed or is proposed to be conveyed, pursuant to which such person becomes
liable under the Mortgage Note and, to the extent permitted by applicable state
law, the Mortgagor remains liable thereon. The Servicer is also authorized
to
enter into a substitution of liability agreement with such person, pursuant
to
which the original Mortgagor is released from liability and such person is
substituted as the Mortgagor and becomes liable under the Mortgage Note,
provided that no such substitution shall be effective unless such person
satisfies the then current underwriting criteria of the Servicer for mortgage
loans similar to the Mortgage Loans. In connection with any assumption or
substitution, the Servicer shall apply such underwriting standards and follow
such practices and procedures as shall be normal and usual in its general
mortgage servicing activities and as it applies to other mortgage loans owned
solely by it. The Servicer shall not take or enter into any assumption and
modification agreement, however, unless (to the extent practicable in the
circumstances) it shall have received confirmation, in writing, of the continued
effectiveness of any applicable hazard insurance policy. Any fee collected
by
the Servicer in respect of an assumption or substitution of liability agreement
will be retained by the Servicer as additional servicing compensation. In
connection with any such assumption, no material term of the Mortgage Note
(including but not limited to the related Mortgage Rate and the amount of the
Monthly Payment) may be amended or modified, except as otherwise required
pursuant to the terms thereof. The Servicer shall notify the Trustee, the Master
Servicer, the Trust Administrator and the Custodian that any such substitution
or assumption agreement has been completed by forwarding to the Custodian the
executed original of such substitution or assumption agreement, which document
shall be added to the related Mortgage File and shall, for all purposes, be
considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof.
Notwithstanding
the foregoing paragraph or any other provision of this Agreement, the Servicer
shall not be deemed to be in default, breach or any other violation of its
obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or by the terms of the Mortgage Note or any assumption which
the Servicer may be restricted by law from preventing, for any reason
whatsoever. For purposes of this Section 3.15, the term “assumption” is deemed
to also include a sale (of the Mortgaged Property) subject to the Mortgage
that
is not accompanied by an assumption or substitution of liability
agreement.
| SECTION 3.16 |
Realization
Upon Defaulted Mortgage Loans.
|
(a) The
Servicer shall, consistent with the servicing standard set forth in Section
3.01, foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and
as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. The Servicer shall be responsible for all
costs and expenses incurred by it in any such proceedings; provided, however,
that such costs and expenses will be recoverable as Servicing Advances by the
Servicer as contemplated in Section 3.11 and Section 3.23. The foregoing is
subject to the provision that, in any case in which Mortgaged Property shall
have suffered damage from an Uninsured Cause, the Servicer shall not be required
to expend its own funds toward the restoration of such property unless it shall
determine in its discretion that such restoration will increase the proceeds
of
liquidation of the related Mortgage Loan after reimbursement to itself for
such
expenses.
(b) Notwithstanding
the foregoing provisions of this Section 3.16 or any other provision of this
Agreement, with respect to any Mortgage Loan as to which the Servicer has
received actual notice of, or has actual knowledge of, the presence of any
toxic
or hazardous substance on the related Mortgaged Property, the Servicer shall
not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, or (ii)
otherwise acquire possession of, or take any other action with respect to,
such
Mortgaged Property, if, as a result of any such action, the Trustee, the Trust
Fund, the Trust Administrator, the Servicer or the Certificateholders would
be
considered to hold title to, to be a “mortgagee-in-possession” of, or to be an
“owner” or “operator” of such Mortgaged Property within the meaning of the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as
amended from time to time, or any comparable law, unless the Servicer has also
previously determined, based on its reasonable judgment and a report prepared
by
a Person who regularly conducts environmental audits using customary industry
standards, that:
(1) such
Mortgaged Property is in compliance with applicable environmental laws or,
if
not, that it would be in the best economic interest of the Trust Fund to take
such actions as are necessary to bring the Mortgaged Property into compliance
therewith; and
(2) there
are
no circumstances present at such Mortgaged Property relating to the use,
management or disposal of any hazardous substances, hazardous materials,
hazardous wastes, or petroleum-based materials for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under any
federal, state or local law or regulation, or that if any such materials are
present for which such action could be required, that it would be in the best
economic interest of the Trust Fund to take such actions with respect to the
affected Mortgaged Property.
The
cost
of the environmental audit report contemplated by this Section 3.16 shall be
advanced by the Servicer, subject to the Servicer’s right to be reimbursed
therefor from the Collection Account as provided in Section 3.11(a)(ix), such
right of reimbursement being prior to the rights of Certificateholders to
receive any amount in the Collection Account received in respect of the affected
Mortgage Loan or other Mortgage Loans.
If
the
Servicer determines, as described above, that it is in the best economic
interest of the Trust Fund to take such actions as are necessary to bring any
such Mortgaged Property into compliance with applicable environmental laws,
or
to take such action with respect to the containment, clean-up or remediation
of
hazardous substances, hazardous materials, hazardous wastes or petroleum-based
materials affecting any such Mortgaged Property, then the Servicer shall take
such action as it deems to be in the best economic interest of the Trust Fund.
The cost of any such compliance, containment, cleanup or remediation shall
be
advanced by the Servicer, subject to the Servicer’s right to be reimbursed
therefor from the Collection Account as provided in Section 3.11(a)(ix), such
right of reimbursement being prior to the rights of Certificateholders to
receive any amount in the Collection Account received in respect of the affected
Mortgage Loan or other Mortgage Loans.
(c) The
Servicer shall have the right to purchase from REMIC I any defaulted Mortgage
Loan that is 90 days or more delinquent, which the Servicer determines in good
faith will otherwise become subject to foreclosure proceedings (evidence of
such
determination to be delivered in writing to the Trustee and the Trust
Administrator, in form and substance satisfactory to the Trustee and the Trust
Administrator prior to purchase), at a price equal to the Purchase Price. The
Purchase Price for any Mortgage Loan purchased hereunder shall be deposited
in
the Collection Account, and the Trustee, upon receipt of written certification
from the Servicer of such deposit, shall release or cause to be released to
the
Servicer, the related Mortgage File and the Trustee, upon receipt of written
certification from the Servicer, as applicable, of such deposit, shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, representation or warranty as the Servicer, shall furnish and as
shall
be necessary to vest in the Servicer title to any Mortgage Loan released
pursuant hereto.
(d) Proceeds
received in connection with any Final Recovery Determination, as well as any
recovery resulting from a partial collection of Insurance Proceeds or
Liquidation Proceeds, in respect of any Mortgage Loan, will be applied in the
following order of priority: first, to reimburse the Servicer or any
Sub-Servicer for any related unreimbursed Servicing Advances and Advances,
pursuant to Section 3.11(a)(ii) or (a)(iii)(B); second, to accrued and unpaid
interest on the Mortgage Loan, to the date of the Final Recovery Determination,
or to the Due Date prior to the Distribution Date on which such amounts are
to
be distributed if not in connection with a Final Recovery Determination; and
third, as a recovery of principal of the Mortgage Loan. If the amount of the
recovery so allocated to interest is less than the full amount of accrued and
unpaid interest due on such Mortgage Loan, the amount of such recovery will
be
allocated by the Servicer as follows: first, to unpaid Servicing Fees; and
second, to the balance of the interest then due and owing. The portion of the
recovery so allocated to unpaid Servicing Fees shall be reimbursed to the
Servicer or any Sub-Servicer pursuant to Section 3.11(a)(iii)(A).
| SECTION 3.17 |
Trustee
to Cooperate; Release of Mortgage
Files.
|
(a) Upon
the
payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full shall be escrowed in a manner customary for
such purposes, the Servicer will immediately notify the Custodian, or the Master
Servicer may notify the Custodian on behalf of the Trustee, by a Request for
Release in the form of Exhibit E (which certification shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Collection Account
pursuant to Section 3.10 have been or will be so deposited) of a Servicing
Officer and shall request that the Custodian, on behalf of the Trustee, deliver
to it the Mortgage File. Upon receipt of such certification and request, the
related Custodian shall (pursuant to the terms of the Custodial Agreement)
within five Business Days release the related Mortgage File to the Servicer
(at
the Servicer’s expense), and the Servicer is authorized to cause the removal
from the registration on the MERS® System of any such Mortgage, if applicable,
and to execute and deliver, on behalf of the Trustee and the Certificateholders
or any of them, any and all instruments of satisfaction or cancellation or
of
partial or full release. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Collection
Account or the Distribution Account.
(b) From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any insurance policy
relating to the Mortgage Loans, the Custodian shall (in the case of JPMorgan,
pursuant to the terms of the Custodial Agreement), upon request of the Servicer
and delivery to the Custodian of a Request for Release in the form of Exhibit
E,
release the related Mortgage File to the Servicer, and the Trustee shall, at
the
written direction of the Servicer, execute such documents as shall be necessary
to the prosecution of any such proceedings. Such Request for Release shall
obligate the Servicer to return each and every document previously requested
from the Mortgage File to the Custodian when the need therefor by the Servicer
no longer exists, unless the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Collection Account or the Mortgage File or such document has been delivered
to
an attorney, or to a public trustee or other public official as required by
law,
for purposes of initiating or pursuing legal action or other proceedings for
the
foreclosure of the Mortgaged Property either judicially or non-judicially,
and
the Servicer has delivered to the Custodian, on behalf of the Trustee, a
certificate of a Servicing Officer certifying as to the name and address of
the
Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. Upon receipt of a certificate of a
Servicing Officer stating that such Mortgage Loan was liquidated and that all
amounts received or to be received in connection with such liquidation that
are
required to be deposited into the Collection Account have been so deposited,
or
that such Mortgage Loan has become an REO Property, a copy of the Request for
Release shall be released by the Custodian, on behalf of the Trustee, to the
Servicer.
(c) Upon
written certification of a Servicing Officer, the Trustee shall execute and
deliver to the Servicer any court pleadings, requests for trustee’s sale or
other documents reasonably necessary to the foreclosure or trustee’s sale in
respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain
a
deficiency judgment, or to enforce any other remedies or rights provided by
the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each
such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure or
trustee’s sale.
| SECTION 3.18 |
Servicing
Compensation.
|
As
compensation for the activities of the Servicer hereunder, the Servicer shall
be
entitled to the Servicing Fee with respect to each Mortgage Loan payable solely
from payments of interest in respect of such Mortgage Loan, subject to Section
3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing
Fees out of Insurance Proceeds or Liquidation Proceeds to the extent permitted
by Section 3.11(a)(iii)(A) and out of amounts derived from the operation and
sale of an REO Property to the extent permitted by Section 3.23. The right
to
receive the Servicing Fee may not be transferred in whole or in part except
in
connection with the transfer of all of the Servicer’s responsibilities and
obligations under this Agreement.
Additional
servicing compensation in the form of assumption fees, late payment charges
and
other similar fees and charges (other than Prepayment Charges) shall be retained
by the Servicer (subject to Section 3.24) only to the extent such fees or
charges are received by the Servicer. The Servicer shall also be entitled
pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and
pursuant to Section 3.23(b) to withdraw from any REO Account, as additional
servicing compensation, interest or other income earned on deposits therein,
subject to Section 3.12 and Section 3.24. The Servicer shall be required to
pay
all expenses incurred by it in connection with its servicing activities
hereunder (including premiums for the insurance required by Section 3.14, to
the
extent such premiums are not paid by the related Mortgagors or by a
Sub-Servicer, servicing compensation of each Sub-Servicer) and shall not be
entitled to reimbursement therefor except as specifically provided
herein.
| SECTION 3.19 |
Reports;
Collection Account Statements.
|
Not
later
than fifteen days after each Distribution Date, the Servicer shall forward
to
the Trust Administrator, upon the request of the Trust Administrator, a
statement prepared by the Servicer setting forth the status of the Collection
Account as of the close of business on the last day of the calendar month
relating to such Distribution Date and showing, for the period covered by such
statement, the aggregate amount of deposits into and withdrawals from the
Collection Account of each category of deposit specified in Section 3.10(a)
and
each category of withdrawal specified in Section 3.11. Such statement may be
in
the form of the then current ▇▇▇▇▇▇ ▇▇▇ Monthly Accounting Report for its
Guaranteed Mortgage Pass-Through Program with appropriate additions and changes,
and shall also include information as to the aggregate of the outstanding
principal balances of all of the Mortgage Loans as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided by the Trust Administrator to any Certificateholder
and to any Person identified to the Trust Administrator as a prospective
transferee of a Certificate, upon the request and at the expense of the
requesting party, provided such statement is delivered by the Servicer to the
Trust Administrator.
| SECTION 3.20 |
Statement
as to Compliance.
|
On
or
before March 1 of each calendar year, commencing in 2007, the Servicer shall
deliver or otherwise make available to the Trust Administrator and
the
Master Servicer
a
statement of compliance addressed to the Master Servicer and the Depositor
and
signed by an authorized officer of the Servicer, to the effect that (a) a review
of the Servicer’s activities during the immediately preceding calendar year (or
applicable portion thereof) and of its performance under this Agreement during
such period has been made under such officer’s supervision, and (b) to the best
of such officers’ knowledge, based on such review, the Servicer has fulfilled
all of its obligations under this Agreement in all material respects throughout
such calendar year (or applicable portion thereof) or, if there has been a
failure to fulfill any such obligation in any material respect, specifically
identifying each such failure known to such officer and the nature and the
status thereof.
The
Servicer shall deliver, or cause to be delivered, a similar Annual Statement
of
Compliance by any Sub-Servicer, Subcontractor or other Person engaged by it
and
satisfying any of the criteria set forth in Item 1108(a)(i), (ii) or (iii),
to
which the Servicer has delegated any servicing responsibilities with respect
to
the Mortgage Loans, to the Trust Administrator as described above as and when
required with respect to the Servicer.
Each
of
the Master Servicer and Trust Administrator shall deliver, or cause to be
delivered, a similar Annual Statement of Compliance by any Sub-Servicer,
Subcontractor or other Person engaged by it and satisfying any of the criteria
set forth in Item 1108(a)(i), (ii) or (iii), to which the Master Servicer has
delegated any servicing responsibilities with respect to the Mortgage Loans,
to
the Trust Administrator as described above as and when required with respect
to
the Master Servicer.
Each
of
the Master Servicer and the Trust Administrator shall also provide an Annual
Statement of Compliance, as and when provided above.
Each
of
the Servicer, the Master Servicer and the Trust Administrator (each, an
“Indemnifying Party”) shall indemnify and hold harmless the Depositor, the
Master Servicer, the Trust Administrator and their officers, directors and
Affiliates, as applicable, from and against any actual losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses that such Person may sustain
based
upon a breach of the obligations of such Indemnifying Party under this Section
3.20.
| SECTION 3.21 |
Assessments
of Compliance and Attestation
Reports.
|
(A) On
or
before March 1 of each calendar year, commencing in 2007, the Servicer
shall:
(i) deliver
to the Trust Administrator and the Master Servicer a report (in form and
substance reasonably satisfactory to the Depositor, the Master Servicer and
the
Trust Administrator) regarding the Servicer’s assessment of compliance with the
Relevant Servicing Criteria during the immediately preceding calendar year,
as
required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
Regulation AB. Such report shall be addressed to the Master Servicer and the
Depositor and signed by an authorized officer of the Servicer and shall address
each of the Relevant Servicing Criteria specified substantially on Exhibit
S
hereto (or those Servicing Criteria otherwise mutually agreed to by the
Depositor, the Master Servicer and the Servicer in response to evolving
interpretations of Regulation AB;
(ii) deliver
to the Trust Administrator and the Master Servicer a report of a registered
public accounting firm reasonably acceptable to the Master Servicer, the
Depositor and the Trust Administrator that attests to, and reports on, the
assessment of the compliance made by the Servicer and delivered pursuant to
the
.preceding paragraph. Such attestation shall be in accordance with Rules
1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
Exchange Act;
(iii) cause
each Sub-Servicer and each Subcontractor, determined by the Servicer pursuant
to
Section 4.24(b) to be “participating in the servicing function” within the
meaning of Item 1122 of Regulation AB, to deliver to the Trust Administrator,
the Master Servicer and the Depositor an assessment of compliance and
accountants’ attestation as and when provided in paragraphs (i) and (ii) of this
Section 3.21; and
(iv) pursuant
to Section 4.05(a)(iv), deliver, and cause each Sub-Servicer and each
Subcontractor to deliver to the Master Servicer a certification in the form
attached hereto as Exhibit N-2.
Each
assessment of compliance provided by a Sub-Servicer pursuant to Section
3.21(iii) shall address each of the Relevant Servicing Criteria applicable
to
the Servicer in Exhibit S. An assessment of compliance provided by a
Subcontractor pursuant to Section 3.21(iii) need not address any elements of
the
Relevant Servicing Criteria other than those specified by the Servicer pursuant
to Section 3.02.
The
Servicer acknowledges that the Master Servicer may rely on the certification
provided by the Servicer pursuant clause (iv) above in signing the Certification
and filing such with the Commission. Neither the Master Servicer nor the
Depositor will request delivery of a certification under clause (iv) above
unless the Depositor is required under the Exchange Act to file an annual report
on Form 10-K with respect to an issuing entity whose asset pool includes
Mortgage Loans.
Each
of
the Master Servicer, the Trust Administrator and each Custodian shall also
provide, and each such party and the Trustee shall cause any Sub-servicer or
Subcontractor engaged by it to provide an Assessment of Compliance and
Attestation Report, as and when provided above, which shall at a minimum address
each of the Servicing Criteria specified on Exhibit O hereto which are indicated
as applicable to each such party. Notwithstanding the foregoing, as to any
trustee, an Assessment of Compliance is not required to be delivered unless
it
is required as part of Form 10-K with respect to the Trust Fund.
Each
of
the Servicer, the Master Servicer, the Trustee (in its capacity as Custodian)
and the Trust Administrator shall indemnify and hold harmless the Depositor,
the
Master Servicer and the Trust Administrator and their officers, directors and
Affiliates from and against any actual losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses that such Person may sustain based upon a breach
of
the obligations of such Indemnifying Party under this Section 3.21.
|
(B)
|
Remedies
Regarding Statements as to Compliance, Assessments of Compliance
and
Attestation Reports.
|
(i) Any
failure by the Servicer, any Sub-Servicer or any Subcontractor to deliver any
information, report, certification or accountants’ letter when and as required
under Section 3.20 or Section 3.21, including (except as provided below) any
failure by the Servicer to identify any Subcontractor “participating in the
servicing function” within the meaning of Item 1122 of Regulation AB, which
continues unremedied for ten (10) calendar days after the date on which such
information, report, certification or accountants’ letter was required to be
delivered shall constitute a Servicer Event of Termination, and shall entitle
the Trustee (at the direction of the Depositor), to terminate the rights and
obligations of the Servicer under this Agreement without payment
(notwithstanding anything in this Agreement to the contrary) of any compensation
to the Servicer; provided that to the extent that any provision of this
Agreement expressly provides for the survival of certain rights or obligations
following termination of the Servicer as servicer, such provision shall be
given
effect.
Neither
the Trustee nor the Depositor shall be entitled to terminate the rights and
obligations of the Servicer pursuant to this subparagraph (B)(i) if a failure
of
the Servicer to identify a Subcontractor “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB was attributable
solely to the role or functions of such Subcontractor with respect to mortgage
loans other than the Mortgage Loans.
(iii) The
Servicer shall promptly reimburse the Depositor, the Master Servicer, the Trust
Administrator, the Trustee and the Trust Fund for all reasonable expenses
incurred by the Depositor, the Master Servicer, the Trust Administrator, the
Trustee and the Trust Fund, as such are incurred, in connection with the
termination of the Servicer as servicer and the transfer of servicing of the
Mortgage Loans to a successor servicer. The provisions of this paragraph shall
not limit whatever rights the Trustee or the Depositor may have under other
provisions of this Agreement or otherwise, whether in equity or at law, such
as
an action for damages, specific performance or injunctive relief.
| SECTION 3.22 |
Access
to Certain Documentation.
|
The
Servicer shall provide to the Office of the Controller of the Currency, the
Office of Thrift Supervision, the FDIC, and any other federal or state banking
or insurance regulatory authority that may exercise authority over any
Certificateholder, access to the documentation regarding the Mortgage Loans
required by applicable laws and regulations. Such access shall be afforded
without charge, but only upon reasonable request and during normal business
hours at the offices of the Servicer designated by it. In addition, access
to
the documentation regarding the Mortgage Loans required by applicable laws
and
regulations will be provided to such Certificateholder, the Trustee, the Trust
Administrator, the Master Servicer and to any Person identified to the Servicer
as a prospective transferee of a Certificate subject to the execution of a
confidentiality agreement in form and substance satisfactory to the servicer,
upon reasonable request during normal business hours at the offices of the
Servicer designated by it at the expense of the Person requesting such access.
Nothing in this Section 3.22 shall derogate from the obligation of any such
party to observe any applicable law prohibiting disclosure of information
regarding the Mortgagors and the failure of any such party to provide access
as
provided in this Section as a result of such obligation shall not constitute
a
breach of this Section 3.22.
| SECTION 3.23 |
Title,
Management and Disposition of REO
Property.
|
(a) In
the
event that title to an REO Property is acquired in foreclosure or by deed in
lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant
to
a limited power of attorney to be provided by the Trustee to the Servicer)
in
the name of the Trustee or a nominee thereof, on behalf of the
Certificateholders, or in the event the Trustee or a nominee thereof is not
authorized or permitted to hold title to real property in the state where the
REO Property is located, or would be adversely affected under the “doing
business” or tax laws of such state by so holding title, the deed or certificate
of sale shall be taken in the name of such Person or Persons as shall be
consistent with an Opinion of Counsel obtained by the Servicer from an attorney
duly licensed to practice law in the state where the REO Property is located.
Any Person or Persons holding such title other than the Trustee shall
acknowledge in writing that such title is being held as nominee for the benefit
of the Trustee. The Trustee’s name shall be placed on the title to such REO
Property solely as the Trustee hereunder and not in its individual capacity.
The
Servicer shall ensure that the title to such REO Property references this
Agreement and the Trustee’s capacity hereunder. The Servicer, on behalf of the
Trust Fund, shall either sell any REO Property before the close of the third
taxable year following the year the Trust Fund acquires ownership of such REO
Property for purposes of Section 860G(a)(8) of the Code or request from the
Internal Revenue Service, no later than 60 days before the day on which the
above three-year grace period would otherwise expire, an extension of the above
three-year grace period, unless the Servicer shall have delivered to the
Trustee, the Trust Administrator and the Depositor an Opinion of Counsel,
addressed to the Trustee, the Trust Administrator and the Depositor, to the
effect that the holding by the Trust Fund of such REO Property subsequent to
the
close of the third taxable year after its acquisition will not result in the
imposition on the Trust Fund of taxes on “prohibited transactions” thereof, as
defined in Section 860F of the Code, or cause any Trust REMIC to fail to qualify
as a REMIC under Federal law at any time that any Certificates are outstanding.
The Servicer shall manage, conserve, protect and operate each REO Property
for
the Certificateholders solely for the purpose of its prompt disposition and
sale
in a manner which does not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by any Trust REMIC of any “income from non-permitted
assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net
income from foreclosure property” which is subject to taxation under the REMIC
Provisions.
(b) The
Servicer shall segregate and hold all funds collected and received in connection
with the operation of any REO Property separate and apart from its own funds
and
general assets and shall establish and maintain with respect to REO Properties
an account held in trust for the Trustee for the benefit of the
Certificateholders (the “REO Account”), which shall be an Eligible Account. The
Servicer shall be permitted to allow the Collection Account to serve as the
REO
Account, subject to separate ledgers for each REO Property. The Servicer shall
be entitled to retain or withdraw any interest income paid on funds deposited
in
the REO Account.
(c) The
Servicer shall have full power and authority, subject only to the specific
requirements and prohibitions of this Agreement, to do any and all things in
connection with any REO Property as are consistent with the manner in which
the
Servicer manages and operates similar property owned by the Servicer or any
of
its Affiliates, all on such terms and for such period as the Servicer deems
to
be in the best interests of Certificateholders. In connection therewith, the
Servicer shall deposit, or cause to be deposited in the clearing account (which
account must be an Eligible Account) in which it customarily deposits payments
and collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than two Business Days after
the Servicer’s receipt thereof, and shall thereafter deposit in the REO Account,
in no event more than one Business Day after the deposit of such funds into
the
clearing account, all revenues received by it with respect to an REO Property
and shall withdraw therefrom funds necessary for the proper operation,
management and maintenance of such REO Property including, without
limitation:
(1) all
insurance premiums due and payable in respect of such REO Property;
(2) all
real
estate taxes and assessments in respect of such REO Property that may result
in
the imposition of a lien thereon; and
(3) all
costs
and expenses necessary to maintain such REO Property.
To
the
extent that amounts on deposit in the REO Account with respect to an REO
Property are insufficient for the purposes set forth in clauses (i) through
(iii) above with respect to such REO Property, the Servicer shall advance from
its own funds such amount as is necessary for such purposes if, but only if,
the
Servicer would make such advances if the Servicer owned the REO Property and
if
in the Servicer’s judgment, the payment of such amounts will be recoverable from
the rental or sale of the REO Property.
Notwithstanding
the foregoing, none of the Servicer, the Trust Administrator or the Trustee
shall:
(a) authorize
the Trust Fund to enter into, renew or extend any New Lease with respect to
any
REO Property, if the New Lease by its terms will give rise to any income that
does not constitute Rents from Real Property;
(b) authorize
any amount to be received or accrued under any New Lease other than amounts
that
will constitute Rents from Real Property;
(c) authorize
any construction on any REO Property, other than the completion of a building
or
other improvement thereon, and then only if more than ten percent of the
construction of such building or other improvement was completed before default
on the related Mortgage Loan became imminent, all within the meaning of Section
856(e)(4)(B) of the Code; or
(d) authorize
any Person to Directly Operate any REO Property on any date more than 90 days
after its date of acquisition by the Trust Fund;
unless,
in any such case, the Servicer has obtained an Opinion of Counsel, provided
to
the Trust Administrator and the Master Servicer to the effect that such action
will not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the at any time that it is held
by
the Trust Fund, in which case the Servicer may take such actions as are
specified in such Opinion of Counsel.
The
Servicer may contract with any Independent Contractor for the operation and
management of any REO Property; provided that:
(i) the
terms
and conditions of any such contract shall not be inconsistent
herewith;
(ii) any
such
contract shall require, or shall be administered to require, that the
Independent Contractor pay all costs and expenses incurred in connection with
the operation and management of such REO Property, including those listed above
and remit all related revenues (net of such costs and expenses) to the Servicer
as soon as practicable, but in no event later than thirty days following the
receipt thereof by such Independent Contractor;
(iii) none
of
the provisions of this Section 3.23(c) relating to any such contract or to
actions taken through any such Independent Contractor shall be deemed to relieve
the Servicer of any of its duties and obligations to the Trustee on behalf
of
the Certificateholders with respect to the operation and management of any
such
REO Property; and
(iv) the
Servicer shall be obligated with respect thereto to the same extent as if it
alone were performing all duties and obligations in connection with the
operation and management of such REO Property.
The
Servicer shall be entitled to enter into any agreement with any Independent
Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such
indemnification. The Servicer shall be solely liable for all fees owed by it
to
any such Independent Contractor, irrespective of whether the Servicer’s
compensation pursuant to Section 3.18 is sufficient to pay such
fees.
(d) In
addition to the withdrawals permitted under Section 3.23(c), the Servicer may
from time to time make withdrawals from the REO Account for any REO Property:
(i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the
related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for
unreimbursed Servicing Advances and Advances made in respect of such REO
Property or the related Mortgage Loan. Any income from the related REO Property
received during any calendar months prior to a Final Recovery Determination,
net
of any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d),
shall be withdrawn by the Servicer from each REO Account maintained by it and
remitted to the Trust Administrator for deposit into the Distribution Account
in
accordance with Section 3.10(d)(ii) on the Servicer Remittance Date relating
to
a Final Recovery Determination with respect to such Mortgage Loan, for
distribution on the related Distribution Date in accordance with Section
4.01.
(e) Subject
to the time constraints set forth in Section 3.23(a), each REO Disposition
shall
be carried out by the Servicer at such price and upon such terms and conditions
as the Servicer shall deem necessary or advisable, as shall be normal and usual
in its general servicing activities for similar properties.
(f) The
proceeds from the REO Disposition, net of any amount required by law to be
remitted to the Mortgagor under the related Mortgage Loan and net of any payment
or reimbursement to the Servicer or any Sub-Servicer as provided above, shall
be
remitted to the Trust Administrator for deposit in the Distribution Account
in
accordance with Section 3.10(d)(ii) on the Servicer Remittance Date in the
month
following the receipt thereof for distribution on the related Distribution
Date
in accordance with Section 4.01. Any REO Disposition shall be for cash only
(unless changes in the REMIC Provisions made subsequent to the Startup Day
allow
a sale for other consideration).
(g) The
Servicer shall file information returns with respect to the receipt of mortgage
interest received in a trade or business, reports of foreclosures and
abandonments of any Mortgaged Property and cancellation of indebtedness income
with respect to any Mortgaged Property as required by Sections 6050H, 6050J
and
6050P of the Code, respectively. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by such Sections 6050H,
6050J and 6050P of the Code.
| SECTION 3.24 |
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
The
Servicer shall deliver to the Trust Administrator for deposit into the
Distribution Account on the Servicer Remittance Date from its own funds (or
from
a Sub-Servicer’s own funds received by the Servicer in respect of Compensating
Interest) an amount equal to the lesser of (a) the amount, if any, by which
the
Prepayment Interest Shortfall for the related Prepayment Period exceeds the
Prepayment Interest Excess for the related Prepayment Period, and (b) the amount
of the Servicing Fee payable to the Servicer for such Distribution
Date.
| SECTION 3.25 |
Obligations
of the Servicer in Respect of Monthly Payments.
|
In
the
event that a shortfall in any collection on or liability with respect to any
Mortgage Loan results from or is attributable to adjustments to Mortgage Rates,
Monthly Payments or Stated Principal Balances that were made by the Servicer
in
a manner not consistent with the terms of the related Mortgage Note and this
Agreement, the Servicer, upon discovery or receipt of notice thereof,
immediately shall deliver to the Trust Administrator for deposit in the
Distribution Account from its own funds the amount of any such shortfall and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Trust
Administrator, the Depositor and any successor servicer in respect of any such
liability. Such indemnities shall survive the termination or discharge of this
Agreement. If amounts paid by the Servicer with respect to any Mortgage Loan
pursuant to this Section 3.25 are subsequently recovered from the related
Mortgagor, the Servicer shall be permitted to reimburse itself for such amounts
paid by it pursuant to this Section 3.25 from such recoveries.
| SECTION 3.26 |
Net
WAC Rate Carryover Reserve Account.
|
No
later
than the Closing Date, the Trust Administrator shall establish and maintain
with
itself a separate, segregated trust account titled, “Net WAC Rate Carryover
Reserve Account, Deutsche Bank National Trust Company, as Trustee, in trust
for
registered Holders of Soundview Mortgage Loan Trust 2006-2, Asset-Backed
Certificates, Series 2006-2.” All amounts deposited in the Net WAC Rate
Carryover Reserve Account shall be distributed to the Holders of the Fixed
Rate
Certificates and 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 Fixed Rate Certificates and the Floating Rate Certificates, the Trust
Administrator has been directed by the Class C Certificateholders to, and
therefore will, deposit into the Net WAC Rate Carryover Reserve Account the
amounts described in Section 4.01(c)(v), rather than distributing such amounts
to the Class C Certificateholders. In addition, any payments received by the
Trust Administrator under the Cap Contract prior to each Distribution Date
will
be deposited into the Net WAC Rate Carryover Reserve Account. On each such
Distribution Date, the Trust Administrator shall hold all such amounts for
the
benefit of the Holders of the Fixed Rate Certificates and the Floating Rate
Certificates, and will distribute such amounts to the Holders of the Fixed
Rate
Certificates and the Floating Rate Certificates in the amounts and priorities
set forth in Section 4.01(d).
On
each
Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve
Account (representing payments received by the Trust Administrator under the
Cap
Contract) after the payment of any Net WAC Rate Carryover Amounts on the Fixed
Rate Certificates and the Floating Rate Certificates for such Distribution
Date,
shall be payable to the Trust Administrator as additional compensation. For
so
long as any Floating Rate Certificates are beneficially owned by the Depositor
or any of its Affiliates, the Depositor shall refund or cause such Affiliate
to
refund any amounts paid to it under the Cap Contract to the Trust Administrator
who shall, pursuant to the terms of the Cap Contract, return such amount to
the
counterparty thereunder.
It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be
disregarded as an entity separate from the Holder of the Class C Certificates
unless and until the date when either (a) there is more than one Class C
Certificateholder or (b) any Class of Certificates in addition to the Class
C
Certificates is recharacterized as an equity interest in the Net WAC Rate
Carryover Reserve Account for federal income tax purposes, in which case it
is
the intention of the parties hereto that, for federal and state income and
state
and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
be
treated as a partnership provided, that ▇▇▇▇▇ Fargo shall not be required to
prepare and file partnership tax returns in respect of such partnership unless
it receives additional reasonable compensation (not to exceed $10,000 per year)
for the preparation of such filings, written notification recognizing the
creation of a partnership agreement or comparable documentation evidencing
the
partnership, if any. All amounts deposited into the Net WAC Rate Carryover
Reserve Account (other than amounts received under the Cap Contract) shall
be
treated as amounts distributed by REMIC 3 to the Holder of the Class C Interest
and by REMIC 4 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 Fixed Rate Certificates and 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 Fixed Rate Certificates and the Floating Rate Certificates
of
Net WAC Rate Carryover Amounts will not be payments with respect to a “regular
interest” in a REMIC within the meaning of Code Section
860(G)(a)(1).
By
accepting a Class C Certificate, each Class C Certificateholder hereby agrees
to
direct the Trust Administrator, and the Trust Administrator hereby is directed,
to deposit into the Net WAC Rate Carryover Reserve Account the amounts described
above on each Distribution Date as to which there is any Net WAC Rate Carryover
Amount rather than distributing such amounts to the Class C Certificateholders.
By accepting a Class C Certificate, each Class C Certificateholder further
agrees that such direction is given for good and valuable consideration, the
receipt and sufficiency of which is acknowledged by such
acceptance.
Amounts
on deposit in the Net WAC Rate Carryover Reserve Account shall remain
uninvested.
For
federal tax return and information reporting, the right of the Holders of the
Fixed Rate Certificates and Floating Rate Certificates to receive payments
from
the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry
Forward Amounts shall be assigned a value of $0.00.
| SECTION 3.27 |
Advance
Facility
|
(a) Either
(i) the Servicer or (ii) the Trust Administrator, on behalf of the Trust Fund,
with the consent of and at the direction of the Servicer, is hereby authorized
to enter into a facility with any Person which provides that such Person (an
“Advancing Person”) may fund Advances and/or Servicing Advances to the Trust
Fund under this Agreement, although no such facility shall reduce or otherwise
affect the Servicer’s obligation to fund such Advances and/or Servicing
Advances. If the Servicer enters into such an Advance Facility pursuant to
this
Section 3.26, upon reasonable request of the Advancing Person, the Trust
Administrator shall execute a letter of acknowledgment, confirming its receipt
of notice of the existence of such Advance Facility. If the Trust Administrator
enters into such an Advance Facility pursuant to this Section 3.26, the Servicer
shall also be a party to such Advance Facility. To the extent that an Advancing
Person funds any Advance or any Servicing Advance and provides the Trust
Administrator with notice acknowledged by the Servicer that such Advancing
Person is entitled to reimbursement, such Advancing Person shall be entitled
to
receive reimbursement pursuant to this Agreement for such amount to the extent
provided in Section 3.26(b). Such notice from the Advancing Person must specify
the amount of the reimbursement, the Section of this Agreement that permits
the
applicable Advance or Servicing Advance to be reimbursed and the section(s)
of
the Advance Facility that entitle the Advancing Person to request reimbursement
from the Trust Administrator, rather than the Servicer, and include the
Servicer’s acknowledgment thereto or proof of an Event of Default under the
Advance Facility. The Trust Administrator shall have no duty or liability with
respect to any calculation of any reimbursement to be paid to an Advancing
Person and shall be entitled to rely without independent investigation on the
Advancing Person’s notice provided pursuant to this Section 3.26. An Advancing
Person whose obligations hereunder are limited to the funding of Advances and/or
Servicing Advances shall not be required to meet the qualifications of a
Servicer or a Sub-Servicer pursuant to Section 3.02 hereof and will not be
deemed to be a Sub-Servicer under this Agreement.
(b) If
an
advancing facility is entered into, then the Servicer shall not be permitted
to
reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) and
Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead
the
Servicer shall include such amounts in the applicable remittance to the Trust
Administrator made pursuant to Section 3.11(a). The Trust Administrator is
hereby authorized to pay to the Advancing Person, reimbursements for Advances
and Servicing Advances from the Distribution Account to the same extent the
Servicer would have been permitted to reimburse itself for such Advances and/or
Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii)
and Section 3.11(a)(vi), as the case may be, had the Servicer itself funded
such
Advance or Servicing Advance. The Trust Administrator is hereby authorized
to
pay directly to the Advancing Person such portion of the Servicing Fee as the
parties to any advancing facility agree in writing.
(c) All
Advances and Servicing Advances made pursuant to the terms of this Agreement
shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
basis.
(d) Any
amendment to this Section 3.26 or to any other provision of this Agreement
that
may be necessary or appropriate to effect the terms of an Advance Facility
as
described generally in this Section 3.26, including amendments to add provisions
relating to a successor servicer, may be entered into by the Trustee, the Trust
Administrator and the Servicer without the consent of any Certificateholder,
notwithstanding anything to the contrary in this Agreement.
| SECTION 3.28 |
Late
Remittance.
|
With
respect to any remittance received by the Master Servicer after the day on
which
such payment was due, the Servicer shall pay to the Master Servicer interest
on
any such late payment at an annual rate equal to the Prime Rate, adjusted as
of
the date of each change, plus three percentage points, but in no event greater
than the maximum amount permitted by applicable law. Such interest shall be
deposited in the Distribution Account by the Servicer on the date such late
payment is made and shall cover the period commencing with the day such payment
was due and ending with the Business Day on which such payment is made, both
inclusive. Such interest shall be remitted along with the distribution payable
on the next succeeding Servicer Remittance Date. The payment by the Servicer
of
any such interest shall not be deemed an extension of time for payment or a
waiver of any Servicer Event of Termination.
ARTICLE
IIIA
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
| SECTION 3A.01 |
Master
Servicer to Act as Master Servicer.
|
The
Master Servicer shall supervise, monitor and oversee the obligation of the
Servicer to service and administer the Mortgage Loans in accordance with the
terms of this Agreement and shall have full power and authority to do any and
all things which it may deem necessary or desirable in connection with such
master servicing and administration. In performing its obligations hereunder,
the Master Servicer shall act in a manner consistent with Accepted Master
Servicing Practices. Furthermore, the Master Servicer shall oversee and consult
with the Servicer as necessary from time-to-time to carry out the Master
Servicer’s obligations hereunder, shall receive, review and evaluate all
reports, information and other data provided to the Master Servicer by the
Servicer and shall cause the Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by the Servicer under
this Agreement. The Master Servicer shall independently monitor the Servicer’s
servicing activities with respect to each Mortgage Loan, reconcile the results
of such monitoring with such information provided in the previous sentence
on a
monthly basis and coordinate corrective adjustments to the Servicer’s and Master
Servicer’s records, and based on such reconciled and corrected information, the
Master Servicer shall provide such information to the Trust Administrator as
shall be necessary in order for it to prepare the statements specified in
Section 4.02, and prepare any other information and statements required to
be forwarded by the Master Servicer hereunder. The Master Servicer shall
reconcile the results of its Mortgage Loan monitoring with the actual
remittances of the Servicer to the Distribution Account pursuant to Section
3A.11.
The
Trustee shall furnish the Servicer and the Master Servicer with any powers
of
attorney and other documents in form as provided to it necessary or appropriate
to enable the Servicer and the Master Servicer to service and administer the
Mortgage Loans and REO Properties.
The
Trustee and the Trust Administrator shall provide access to the records and
documentation in possession of the Trustee or the Trust Administrator, as
applicable, regarding the Mortgage Loans and REO Properties and the servicing
thereof to the Certificateholders, the FDIC, and the supervisory agents and
examiners of the FDIC, such access being afforded only upon reasonable prior
written request and during normal business hours at the office of the Trustee
or
the Trust Administrator, as applicable; provided, however, that, unless
otherwise required by law, neither the Trustee nor the Trust Administrator
shall
be required to provide access to such records and documentation if the provision
thereof would violate the legal right to privacy of any Mortgagor. The Trustee
and the Trust Administrator shall allow representatives of the above entities
to
photocopy any of the records and documentation and shall provide equipment
for
that purpose at a charge that covers the Trustee’s or Trust Administrator’s, as
applicable, actual costs.
The
Trustee shall execute and deliver to the Servicer and the Master Servicer any
court pleadings, requests for trustee’s sale or other documents necessary or
desirable to (i) the foreclosure or trustee’s sale with respect to a Mortgaged
Property; (ii) any legal action brought to obtain judgment against any Mortgagor
on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment
against the Mortgagor; or (iv) enforce any other rights or remedies provided
by
the Mortgage Note or Mortgage or otherwise available at law or
equity.
| SECTION 3A.02 |
[Reserved].
|
| SECTION 3A.03 |
Monitoring
of Servicer.
|
In
the
review of the Servicer’s activities, the Master Servicer may rely upon an
Officers’ Certificate of the Servicer (or similar document signed by a Servicing
Officer of the Servicer) with regard to the Servicer’s compliance with the terms
of this Agreement. In the event that the Master Servicer, in its judgment,
determines that the Servicer should be terminated in accordance with the terms
hereof, or that a notice should be sent pursuant to the terms hereof with
respect to the occurrence of an event that, unless cured, would constitute
grounds for such termination, the Master Servicer shall notify the Depositor,
the Trust Administrator and the Trustee thereof and the Master Servicer shall
issue such notice or take such other action as it deems
appropriate.
The
Master Servicer or (if the Master Servicer is the Servicer) the Trustee, for
the
benefit of the Certificateholders, shall enforce the obligations of the Servicer
under this Agreement, and shall, in the event that it receives notice that
the
Servicer has failed to perform its obligations in accordance with this
Agreement, subject to the preceding paragraph, terminate the rights and
obligations of the Servicer hereunder in accordance with the provisions of
Article VII and act as Servicer of the Mortgage Loans or appoint a successor
servicer; provided, however, it is understood and acknowledged by the parties
hereto that there will be a period of transition (not to exceed 90 days) before
the actual servicing functions can be fully transferred to such successor
servicer. Such enforcement, including, without limitation, the legal prosecution
of claims and the pursuit of other appropriate remedies, shall be in such form
and carried out to such an extent and at such time as the Master Servicer or
Trustee (or such other successor master servicer), as applicable, in its good
faith business judgment, would require were it the owner of the Mortgage Loans.
The Master Servicer or the Trustee (or such other successor master servicer),
as
applicable, shall pay the costs of such enforcement at its own expense, provided
that the Master Servicer or the Trustee (or such other successor master
servicer), as applicable, shall not be required to prosecute or defend any
legal
action except to the extent that the Master Servicer or the Trustee (or such
other successor master servicer), as applicable, shall have received reasonable
indemnity for its costs and expenses in pursuing such action.
To
the
extent that the costs and expenses of the Master Servicer or Trustee, as
applicable, related to any termination of the Servicer, appointment of a
successor servicer or the transfer and assumption of servicing by the Master
Servicer or the Trustee, as applicable, with respect to this Agreement
(including, without limitation, (i) all legal costs and expenses and all due
diligence costs and expenses associated with an evaluation of the potential
termination of the Servicer as a result of a Servicer Event of Termination
and
(ii) all costs and expenses associated with the complete transfer of servicing,
including all servicing files and all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
successor servicer to correct any errors or insufficiencies in the servicing
data or otherwise to enable the successor servicer to service the Mortgage
Loans
in accordance with this Agreement) are not fully and timely reimbursed by the
terminated Servicer, the Master Servicer or the Trustee, as applicable, shall
be
entitled to reimbursement of such costs and expenses from the Distribution
Account.
The
Master Servicer (or if the Master Servicer is the Servicer, the Trustee (or
other successor master servicer)) shall, upon receipt from the Servicer, the
Master Servicer or the Trust Administrator, of notice of any failure of the
Servicer to comply with the remittance requirements and other obligations set
forth in this Agreement, enforce such obligations after consultation with the
Depositor.
If
the
Master Servicer or the Trustee, as applicable, acts as Servicer, it will not
assume liability for the representations and warranties of the Servicer that
it
replaces.
| SECTION 3A.04 |
Fidelity
Bond.
|
The
Master Servicer, at its expense, shall maintain in effect a blanket fidelity
bond and an errors and omissions insurance policy, affording coverage with
respect to all directors, officers, employees and other Persons acting on such
Master Servicer’s behalf, and covering errors and omissions in the performance
of the Master Servicer’s obligations hereunder. The errors and omissions
insurance policy and the fidelity bond shall be in such form and amount
generally acceptable for entities serving as Master Servicer.
| SECTION 3A.05 |
Power
to Act; Procedures.
|
The
Master Servicer shall master service the Mortgage Loans and shall have full
power and authority, subject to the REMIC Provisions and the provisions of
Article X hereof, to do any and all things that it may deem necessary or
desirable in connection with the master servicing and administration of the
Mortgage Loans, including but not limited to the power and authority (i) to
execute and deliver, on behalf of the Certificateholders and the Trustee,
customary consents or waivers and other instruments and documents, (ii) to
consent to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
of
the ownership of the Mortgaged Property securing any Mortgage Loan, in each
case, in accordance with the provisions of this Agreement; provided, however,
that the Master Servicer shall not (and, consistent with its responsibilities
under Article X, shall not permit any Servicer to) knowingly or intentionally
take any action, or fail to take (or fail to cause to be taken) any action
reasonably within its control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, would cause the Trust REMIC to fail to qualify as a REMIC or result
in the imposition of a tax upon the Trust Fund (including but not limited to
the
tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and the tax on contributions to a REMIC set forth in Section 860G(d) of the
Code) unless the Master Servicer has received an Opinion of Counsel (but not
at
the expense of the Master Servicer) to the effect that the contemplated action
would not cause any REMIC to fail to qualify as a REMIC or result in the
imposition of a tax upon any REMIC. The Trustee shall furnish the Master
Servicer or the Servicer, upon written request from a Servicing Officer, with
any powers of attorney empowering the Master Servicer or the Servicer to execute
and deliver instruments of satisfaction or cancellation, or of partial or full
release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
Property, and to appeal, prosecute or defend in any court action relating to
the
Mortgage Loans or the Mortgaged Property, in accordance with this Agreement,
and
the Trustee shall execute and deliver such other documents, as the Master
Servicer may request, to enable the Master Servicer to master service and
administer the Mortgage Loans and carry out its duties hereunder, in each case
in accordance with Accepted Master Servicing Practices (and the Trustee shall
have no liability for misuse of any such powers of attorney by the Master
Servicer or the Servicer). If the Master Servicer or the Trustee has been
advised that it is likely that the laws of the state in which action is to
be
taken prohibit such action if taken in the name of the Trustee or that the
Trustee would be adversely affected under the “doing business” or tax laws of
such state if such action is taken in its name, the Master Servicer shall join
with the Trustee in the appointment of a co-trustee pursuant to
Section 8.10 hereof. In the performance of its duties hereunder, the Master
Servicer shall be an independent contractor and shall not, except in those
instances where it is taking action in the name of the Trustee, be deemed to
be
the agent of the Trustee.
| SECTION 3A.06 |
Due
on Sale Clauses; Assumption
Agreements.
|
To
the
extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
Servicer shall cause the Servicer to enforce such clauses in accordance with
this Agreement. If applicable law prohibits the enforcement of a due-on-sale
clause or such clause is otherwise not enforced in accordance with this
Agreement, and, as a consequence, a Mortgage Loan is assumed, the original
Mortgagor may be released from liability in accordance with this
Agreement.
| SECTION 3A.07 |
[Reserved].
|
| SECTION 3A.08 |
Documents,
Records and Funds in Possession of Master Servicer to be Held for
Trustee.
|
The
Master Servicer and the Servicer shall transmit to the Trustee (or the Custodian
on behalf of the Trustee) such documents and instruments coming into the
possession of the Master Servicer or the Servicer from time to time as are
required by the terms hereof to be delivered to the Trustee, the Trust
Administrator or the Custodian. Any funds received by the Master Servicer or
by
the Servicer in respect of any Mortgage Loan or which otherwise are collected
by
the Master Servicer or by the Servicer as Liquidation Proceeds or Insurance
Proceeds in respect of any Mortgage Loan shall be held for the benefit of the
Trustee and the Certificateholders subject to the Master Servicer’s right to
retain or withdraw from the Distribution Account the Master Servicing
Compensation and other amounts provided in this Agreement, and to the right
of
the Servicer to retain its Servicing Fee and other amounts as provided in this
Agreement. The Master Servicer shall, and subject to Section 3.22 shall cause
the Servicer to, provide access to information and documentation regarding
the
Mortgage Loans to the Trust Administrator, its agents and accountants at any
time upon reasonable request and during normal business hours, and to
Certificateholders that are savings and loan associations, banks or insurance
companies, the Office of Thrift Supervision, the FDIC and the supervisory agents
and examiners of such Office and Corporation or examiners of any other federal
or state banking or insurance regulatory authority if so required by applicable
regulations of the Office of Thrift Supervision or other regulatory authority,
such access to be afforded without charge but only upon reasonable request
in
writing and during normal business hours at the offices of the Master Servicer
designated by it. In fulfilling such a request the Master Servicer shall not
be
responsible for determining the sufficiency of such information.
All
Mortgage Files and funds collected or held by, or under the control of, the
Master Servicer or the Servicer, in respect of any Mortgage Loans, whether
from
the collection of principal and interest payments or from Liquidation Proceeds
or Insurance Proceeds, shall be held by the Servicer or the Master Servicer,
as
applicable, for and on behalf of the Trustee and the Certificateholders and
shall be and remain the sole and exclusive property of the Trustee; provided,
however, that the Master Servicer and the Servicer shall be entitled to setoff
against, and deduct from, any such funds any amounts that are properly due
and
payable to the Master Servicer or the Servicer under this
Agreement.
| SECTION 3A.09 |
Compensation
for the Master Servicer.
|
The
Master Servicer will be entitled to a portion of the Administration Fee and
all
income and gain realized from any investment of funds in the Distribution
Account, pursuant to Section 3A.11 and Section 3A.12, for the
performance of its activities hereunder (the “Master Servicing Compensation”).
Servicing compensation in the form of assumption fees, if any, late payment
charges, as collected, if any, or otherwise shall be retained by the Servicer
in
accordance with Section 3.18. The Master Servicer shall be required to pay
all
expenses incurred by it in connection with the performance of its duties
hereunder and shall not be entitled to reimbursement therefor except as provided
in this Agreement.
| SECTION 3A.10 |
Obligations
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
In
the
event of a Prepayment Interest Shortfall, the Master Servicer shall remit to
the
Trust Administrator, from its own funds and without right of reimbursement
(except as described below), not later than the related Distribution Date,
Compensating Interest in an amount equal to the lesser of (i) the aggregate
amounts in respect of Compensating Interest required to be paid by the Servicer
pursuant to Section 3.24 with respect to Prepayment Interest Shortfalls
attributable to Principal Prepayments in full on the Mortgage Loans for the
related Distribution Date and not so paid by the Servicer and (ii) the aggregate
compensation payable to the Master Servicer for the related collection period
under this Agreement. In the event the Master Servicer pays any amount in
respect of such Compensating Interest prior to the time it shall have succeeded
as successor servicer, the Master Servicer shall be subrogated to the Trust
Fund’s right to receive such amount from the Servicer. In the event the Trust
Fund receives from the Servicer all or any portion of amounts in respect of
Compensating Interest required to be paid by the Servicer pursuant to Section
3.24, not so paid by the Servicer when required, and paid by the Master Servicer
pursuant to this Section 3A.10, then the Master Servicer may reimburse
itself for the amount of Compensating Interest paid by the Master Servicer
from
such receipts by the Trust Fund.
| SECTION 3A.11 |
Distribution
Account.
|
On
behalf
of the Trust Fund, the Trust Administrator shall establish and maintain one
or
more accounts (such account or accounts, the “Distribution Account”), held in
Trust for the benefit of the Trustee and the Certificateholders. The
Distribution Account shall be an Eligible Account. The Master Servicer will
deposit in the Distribution Account as identified by the Master Servicer and as
received by the Master Servicer, the following amounts:
(1) Any
amounts remitted to the Master Servicer by the Servicer from the Collection
Account;
(2) Any
Advances received from the Servicer, or made by the Master Servicer or (if
the
Master Servicer is the Servicer) the Trustee (in each case in its capacity
as
successor servicer), and any payments of Compensating Interest received from
the
Servicer or made by the Master Servicer (unless, in the case of the Master
Servicer, such amounts are deposited by the Master Servicer directly into the
Distribution Account);
(3) Any
Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of
the
Master Servicer or which were not deposited in the Collection
Account;
(4)
Any
amounts required to be deposited with respect to losses on investments of
deposits in the Distribution Account; and
(5) Any
other
amounts received by or on behalf of the Master Servicer and required to be
deposited in the Distribution Account pursuant to this Agreement.
All
amounts deposited to the Distribution Account shall be held by the Master
Servicer in the name of the Trustee in Trust for the benefit of the
Certificateholders in accordance with the terms and provisions of this
Agreement. The requirements for crediting the Distribution Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of (A) late payment charges or
assumption, tax service, statement account or payoff, substitution,
satisfaction, release and other like fees and charges and (B) the items
enumerated in Section 3A.12(a) (with respect the clearing and termination
of the Distribution Account and with respect to amounts deposited in error),
in
Section 3A.12(b) or in clauses (i), (ii), (iii) and (iv), (v) of
Section 3A.12(c), need not be credited by the Master Servicer to the
Distribution Account. In the event that the Master Servicer shall deposit or
cause to be deposited to the Distribution Account any amount not required to
be
credited thereto, the Trustee or the Trust Administrator, upon receipt of a
written request therefor signed by a Servicing Officer of the Master Servicer,
shall promptly transfer such amount to the Master Servicer, any provision herein
to the contrary notwithstanding.
The
Trust
Administrator may direct any depository institution maintaining the Distribution
Account to invest the funds on deposit in such account or to hold such funds
uninvested. All investments pursuant to this Section 3A.11 shall be in one
or more Permitted Investments bearing interest or sold at a discount, and
maturing, unless payable on demand, (i) no later than the Business Day
immediately preceding the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if a Person other than the Trust
Administrator is the obligor thereon or if such investment is managed or advised
by a Person other than the Trust Administrator or an Affiliate of the Trust
Administrator, and (ii) no later than the date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if the Trust
Administrator is the obligor thereon or if such investment is managed or advised
by the Trust Administrator or any Affiliate. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds
in
the Distribution Account shall be made in the name of the Trustee, or in the
name of a nominee of the Trust Administrator. The Trust Administrator shall
be
entitled to sole possession over each such investment, and any certificate
or
other instrument evidencing any such investment shall be delivered directly
to
the Trust Administrator or its agent, together with any document of transfer
necessary to transfer title to such investment to the Trust Administrator or
its
nominee. In the event amounts on deposit in the Distribution Account are at
any
time invested in a Permitted Investment payable on demand, the Trust
Administrator shall:
(x) consistent
with any notice required to be given thereunder, demand that payment thereon
be
made on the last day such Permitted Investment may otherwise mature hereunder
in
an amount equal to the lesser of (1) all amounts then payable thereunder and
(2)
the amount required to be withdrawn on such date; and
(y) demand
payment of all amounts due thereunder promptly upon determination by a
Responsible Officer of the Trust Administrator that such Permitted Investment
would not constitute a Permitted Investment in respect of funds thereafter
on
deposit in the Distribution Account.
All
income and gain realized from the investment of funds deposited in the
Distribution Account shall be for the benefit of the Master Servicer. The Trust
Administrator shall deposit in the Distribution Account the amount of any loss
of principal incurred in respect of any such Permitted Investment made with
funds in such Account immediately upon realization of such loss.
| SECTION 3A.12 |
Permitted
Withdrawals and Transfers from the Distribution
Account.
|
(a)
The
Trust Administrator will, from time to time on demand of the Master Servicer,
the Servicer or the Trustee, make or cause to be made such withdrawals or
transfers from the Distribution Account pursuant to this Agreement. The Trust
Administrator may clear and terminate the Distribution Account pursuant to
Section 9.01 and remove amounts from time to time deposited in
error.
(b)
On an
ongoing basis, the Trust Administrator shall withdraw funds from the
Distribution Account to pay (i) any Extraordinary Trust Fund Expenses including
but not limited to amounts payable to the Servicer or the Depositor pursuant
to
Section 6.03(b) or Master Servicer pursuant to Section 6.03(c), and
(ii) any amounts expressly payable to the Master Servicer as set forth in
Section 3A.09.
(c)
The
Trust Administrator may withdraw from the Distribution Account any of the
following amounts (in the case of any such amount payable or reimbursable to
the
Servicer, only to the extent the Servicer shall not have paid or reimbursed
itself such amount prior to making any remittance to the Master Servicer
pursuant to the terms of this Agreement):
(i) to
reimburse the Master Servicer or (if the Master Servicer is the Servicer) the
Trustee (to the extent either of them is obligated to do so as successor
Servicer) for any Advance of its own funds, the right of the Master Servicer
or
the Trustee, as applicable, to reimbursement pursuant to this subclause (i)
being limited to amounts received on a particular Mortgage Loan (including,
for
this purpose, the Purchase Price therefor, Insurance Proceeds, Liquidation
Proceeds and Subsequent Recoveries) which represent late payments or recoveries
of the principal of or interest on such Mortgage Loan respecting which such
Advance was made;
(ii) to
reimburse the Master Servicer from Insurance Proceeds, Liquidation Proceeds
or
Subsequent Recoveries relating to a particular Mortgage Loan for amounts
expended by the Master Servicer in good faith in connection with the restoration
of the related Mortgaged Property which was damaged by an Uninsured Cause or
in
connection with the liquidation of such Mortgage Loan;
(iii) to
reimburse the Master Servicer from Insurance Proceeds relating to a particular
Mortgage Loan for insured expenses incurred with respect to such Mortgage Loan
and to reimburse the Master Servicer from Liquidation Proceeds and Subsequent
Recoveries from a particular Mortgage Loan for Liquidation Expenses incurred
with respect to such Mortgage Loan;
(iv) to
reimburse the Master Servicer for advances of funds (other than Advances) made
with respect to the Mortgage Loans, and the right to reimbursement pursuant
to
this subclause being limited to amounts received on the related Mortgage Loan
(including, for this purpose, the Purchase Price therefor, Insurance Proceeds,
Liquidation Proceeds and Subsequent Recoveries) which represent late recoveries
of the payments for which such advances were made;
(v) to
reimburse the Master Servicer or (if the Master Servicer is the Servicer) the
Trustee (to the extent either of them is obligated to do so as successor
Servicer) for any Advance or Servicing Advance, after a Realized Loss has been
allocated with respect to the related Mortgage Loan if the Advance or Servicing
Advance has not been reimbursed pursuant to clauses (i) through
(iv);
(vi) to
pay
the Credit Risk Manager the Credit Risk Manager Fee;
(vii) to
make
distributions in accordance with Section 4.01;
(viii) to
pay
compensation to the Trust Administrator on each Distribution Date;
(ix) to
pay
any amounts in respect of taxes pursuant to Section 10.01(g);
(x) without
duplication of the amount set forth in clause (iii) above, to pay any
Extraordinary Trust Fund Expenses to the extent not paid by the Master Servicer
from the Distribution Account;
(xi) without
duplication of any of the foregoing, to reimburse or pay the Servicer any such
amounts as are due thereto under this Agreement and have not been retained
by or
paid to the Servicer, to the extent provided in this Agreement and to refund
to
the Servicer any amount remitted by the Servicer to the Master Servicer in
error;
(xii) to
pay to
the Master Servicer, any interest or investment income earned on funds deposited
in the Distribution Account;
(xiii) to
withdraw any amount deposited in the Distribution Account in error;
and
(xiv) to
clear
and terminate the Distribution Account pursuant to
Section 9.01.
The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of accounting for any reimbursement
from
the Distribution Account pursuant to clauses (i) through (v) above or with
respect to any such amounts which would have been covered by such clauses had
the amounts not been retained by the Master Servicer without being deposited
in
the Distribution Account.
On
or
before the Business Day prior to each Distribution Date, the Master Servicer
or
(if the Master Servicer is the Servicer) the Trustee (to the extent either
of
them is obligated to do so as successor Servicer) shall remit to the Trust
Administrator for deposit in the Distribution Account any Advances required
to
be made and the Master Servicer shall deposit in the Distribution Account any
Compensating Interest required to be paid, in either such case by the Master
Servicer or the Trustee, as applicable, with respect to the Mortgage
Loans.
ARTICLE
IV
FLOW
OF
FUNDS
| SECTION 4.01 |
Distributions.
|
(a) (I)On
each
Distribution Date, the Trust Administrator shall withdraw from the Distribution
Account that portion of Available Funds for such Distribution Date consisting
of
the Interest Remittance Amount for such Distribution Date, and make the
following disbursements and transfers in the order of priority described below,
in each case to the extent of the Interest Remittance Amount remaining for
such
Distribution Date:
(i) concurrently,
to the Holders of the Senior Certificates, on a pro
rata basis
based on the entitlement of each such Class, the Monthly Interest Distributable
Amount and the Unpaid Interest Shortfall Amount, if any, for such
Certificates;
(ii) sequentially,
to the Holders of the Class M-1 Certificates, the Class M-2 Certificates, the
Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates,
the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8
Certificates, the Class M-9 Certificates, the Class M-10 Certificates, the
Class
B-1 Certificates, the Class B-2 Certificates and the Class B-3 Certificates,
in
that order, in an amount equal to the Monthly Interest Distributable Amount
for
each such Class.
(b) (I)On
each
Distribution Date (a) prior to the Stepdown Date or (b) on which
a
Trigger Event is in effect, distributions in respect of principal to the extent
of the Principal Distribution Amount shall be made in the following amounts
and
order of priority:
(i) to
the
Holders of the Senior Certificates (allocated among the Senior Certificates
in
the priority described below), until the Certificate Principal Balances thereof
have been reduced to zero; and
(ii) sequentially,
to the Holders of the Class M-1 Certificates, the Class M-2 Certificates, the
Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates,
the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8
Certificates, the Class M-9 Certificates, the Class M-10 Certificates, the
Class
B-1 Certificates, the Class B-2 Certificates and the Class B-3 Certificates,
in
that order, in each case, until the Certificate Principal Balances thereof
have
been reduced to zero.
(II) On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
Event is not in effect, distributions in respect of principal to the extent
of
the Principal Distribution Amount shall be made in the following amounts and
order of priority:
(i) to
the
Holders of the Senior Certificates (allocated among the Senior Certificates
in
the priority described below), the Senior Principal Distribution Amount until
the Certificate Principal Balances thereof have been reduced to
zero;
(ii) to
the
Holders of the Class M-1 Certificates, the Class M-1 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(iii) to
the
Holders of the Class M-2 Certificates, the Class M-2 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(iv) to
the
Holders of the Class M-3 Certificates, the Class M-3 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(v) to
the
Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(vi) to
the
Holders of the Class M-5 Certificates, the Class M-5 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(vii) to
the
Holders of the Class M-6 Certificates, the Class M-6 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(viii) to
the
Holders of the Class M-7 Certificates, the Class M-7 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(ix) to
the
Holders of the Class M-8 Certificates, the Class M-8 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(x) to
the
Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(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 B-1 Certificates, the Class B-1 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(xiii) to
the
Holders of the Class B-2 Certificates, the Class B-2 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
and
(xiv) to
the
Holders of the Class B-3 Certificates, the Class B-3 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero.
With
respect to the Senior Certificates, all principal distributions will be
distributed sequentially, first, to the Holders of the Class A-1 Certificates,
until the Certificate Principal Balance of the Class A-1 Certificates has been
reduced to zero; second, to the Holders of the Class A-2 Certificates, until
the
Certificate Principal Balance of the Class A-2 Certificates has been reduced
to
zero; third, to
the
Holders of the Class A-3 Certificates until the Certificate Principal Balance
of
the Class A-3 Certificates has been reduced to zero
and
fourth, to the Holders of the Class A-4 Certificates until the Certificate
Principal Balance of the Class A-4 Certificates has been reduced to zero;
provided, however, on any Distribution Date on which the aggregate Certificate
Principal Balance of the Mezzanine Certificates, the Class B Certificates and
the Class C Certificates has been reduced to zero, all principal distributions
will be distributed concurrently, to the Holders of the Class A-1 Certificates,
the Class A-2 Certificates, the Class A-3 Certificates and the Class A-4
Certificates, on a pro
rata basis
based on the Certificate Principal Balance of each such Class.
(c) On
each
Distribution Date, the Net Monthly Excess Cashflow shall be distributed as
follows:
(i) to
the
Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, in an amount equal to any Extra Principal
Distribution Amount, without taking into account amounts, if any, received
under
the Interest Rate Swap Agreement, distributable to such Holders as part of
the
Principal Distribution Amount as described under Section 4.01(b)
above;
(ii) sequentially,
to the Holders of the Class M-1 Certificates, the Class M-2 Certificates, the
Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates,
the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8
Certificates, the Class M-9 Certificates, the Class M-10 Certificates, the
Class
B-1 Certificates, the Class B-2 Certificates and the Class B-3 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 Fixed Rate Certificates and the Floating Rate
Certificates which exceed the amounts received under the Cap Contract, 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 Fixed Rate Certificates and the Floating
Rate Certificates have been reduced to zero, any remaining amounts in reduction
of the Certificate Principal Balance of the Class C Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;
(vi) if
such
Distribution Date follows the Prepayment Period during which occurs the latest
date on which a Prepayment Charge may be required to be paid in respect of
any
Mortgage Loans, to the Holders of the Class P Certificates, in reduction of
the
Certificate Principal Balance thereof, until the Certificate Principal Balance
thereof is reduced to zero; and
(vii) any
remaining amounts to the Holders of the Residual Certificates (in respect of
the
Class R-3 Interest).
(d) On
each
Distribution Date, after making the distributions of the Available Funds as
set
forth above, the Trust Administrator shall withdraw from the Net WAC Rate
Carryover Reserve Account, to the extent of amounts remaining on deposit
therein, the aggregate of any Net WAC Rate Carryover Amounts for such
Distribution Date and distribute such amount in the following order of
priority:
(i) concurrently,
to each Class of Senior Certificates, the related Cap Amount, from payments
made
under the Cap Contract, in each case up to a maximum amount equal to the related
Net WAC Rate Carryover Amount for such Distribution Date;
(ii) sequentially,
the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3
Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class
M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the
Class M-9 Certificates, the Class M-10 Certificates, the Class B-1 Certificates
and the Class B-2 Certificates, in that order, the related Cap Amount, from
payments made under the Cap Contract, in each case up to a maximum amount equal
to the related Net WAC Rate Carryover Amount for such Distribution
Date;
(iii) concurrently,
to each Class of Senior Certificates, the related Net WAC Rate Carryover Amount
remaining undistributed pursuant to clause (i) above, on a pro
rata
basis
based on such respective remaining Net WAC Rate Carryover Amounts;
and
(iv) sequentially,
the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3
Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class
M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the
Class M-9 Certificates, the Class M-10 Certificates, the Class B-1 Certificates,
the Class B-2 Certificates and the Class B-3 Certificates, in that order, the
related Net WAC Rate Carryover Amount remaining undistributed pursuant to clause
(ii) above.
(e) On
each
Distribution Date, after making the distributions of the Available Funds, Net
Monthly Excess Cashflow and amounts on deposit in the Net WAC Rate Carryover
Reserve Account as set forth above, the Trust Administrator shall distribute
the
amount on deposit in the Swap Account as follows:
(i) to
the
Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to the
Interest Rate Swap Agreement for such Distribution Date;
(ii) to
the
Swap Provider, any Swap Termination Payment owed to the Swap Provider not due
to
a Swap Provider Trigger Event pursuant to the Interest Rate Swap
Agreement;
(iii) concurrently,
to each Class of Senior Certificates, the related Monthly Interest Distributable
Amount and Unpaid Interest Shortfall Amount remaining undistributed after the
distributions of the Interest Remittance Amount, on a pro
rata
basis
based on such respective remaining Monthly Interest Distributable Amount and
Unpaid Interest Shortfall Amount;
(iv) sequentially,
to the Class M-1 Certificates,
Class
M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5
Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8
Certificates, Class M-9 Certificates, Class M-10 Certificates, Class B-1
Certificates, Class B-2 Certificates and Class B-3 Certificates, in that order,
the related Monthly Interest Distributable Amount and Unpaid Interest Shortfall
Amount, to the extent remaining undistributed after the distributions of the
Interest Remittance Amount and the Net Monthly Excess Cashflow;
(v) to
the
Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, in an amount equal to any Extra Principal
Distribution Amount, without taking into account amounts, if any, received
under
the Interest Rate Swap Agreement, distributable to such Holders as part of
the
Principal Distribution Amount, after taking into account distributions made
pursuant to Section 4.01(c)(i);
(vi) sequentially
to the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates,
Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class
M-7 Certificates, Class M-8 Certificates, Class M-9 Certificates, Class
M-10 Certificates, Class B-1 Certificates, Class B-2 Certificates and the Class
B-3 Certificates,
in that
order, in each case up to the related Allocated Realized Loss Amount related
to
such Certificates for such Distribution Date remaining undistributed after
distribution of the Net Monthly Excess Cashflow;
(vii) concurrently,
to each Class of Senior Certificates, the related Net WAC Rate Carryover Amount,
to the extent remaining undistributed after distributions are made from the
Net
WAC Rate Carryover Reserve Account, on a pro
rata
basis
based on such respective Net WAC Rate Carryover Amounts remaining;
(viii) sequentially,
to the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates,
Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class
M-7 Certificates, Class M-8 Certificates, Class M-9 Certificates, Class M-10
Certificates, Class B-1 Certificates, Class B-2 Certificates and the Class
B-3
Certificates, in that order, the related Net WAC Rate Carryover Amount, to
the
extent remaining undistributed after distributions are made from the Net WAC
Rate Carryover Reserve Account; and
(ix) any
remaining amounts to the Holders of the Class C Certificates.
(f) On
each
Distribution Date, all amounts representing Prepayment Charges in respect of
the
Mortgage Loans received during the related Prepayment Period and the Servicer
Prepayment Charge Payment Amounts paid by the Servicer during the related
Prepayment Period will be withdrawn from the Distribution Account and
distributed by the Trust Administrator to the Holders of the Class P
Certificates and shall not be available for distribution to the Holders of
any
other Class of Certificates. The payment of the foregoing amounts to the Holders
of the Class P Certificates shall not reduce the Certificate Principal Balances
thereof.
(g) The
Trust
Administrator shall make distributions in respect of a Distribution Date to
each
Certificateholder of record on the related Record Date (other than as provided
in Section 10.01 respecting the final distribution), in the case of
Certificateholders of the Regular Certificates, by check or money order mailed
to such Certificateholder at the address appearing in the Certificate Register,
or by wire transfer. Distributions among Certificateholders shall be made in
proportion to the Percentage Interests evidenced by the Certificates held by
such Certificateholders.
(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 Trust Administrator determines that the Residual
Certificates are entitled to any distributions, the Trust Administrator, prior
to any such distribution to any Residual Certificate, shall notify the Depositor
of such impending distribution but shall make such distribution in accordance
with the terms of this Agreement until this Agreement is amended as specified
in
the following sentence. Upon such notification, the Depositor will request
an
amendment to the Pooling and Servicing Agreement to revise such mistake in
the
distribution provisions. The Residual Certificate Holders, by acceptance of
their Certificates, and the Servicer(s), hereby agree to any such amendment
and
no further consent shall be necessary, notwithstanding anything to the contrary
in Section 11.01 of this Pooling and Servicing Agreement; provided, however,
that such amendment shall otherwise comply with Section 11.01
hereof.
| SECTION 4.02 |
[Reserved].
|
| SECTION 4.03 |
Statements.
|
(a) On
each
Distribution Date, based, as applicable, on information provided to the Trust
Administrator by the Master Servicer (which in turn shall be based, as
applicable, on information provided to the Master Servicer by the Servicer),
the
Trust Administrator shall prepare and make available to each Holder of the
Regular Certificates, the Credit Risk Manager, the Servicer and the Rating
Agencies, a statement as to the distributions made on such Distribution
Date:
(i) the
amount of the distribution made on such Distribution Date to the Holders of
each
Class of Regular Certificates, separately identified, allocable to principal
and
the amount of the distribution made to the Holders of the Class P Certificates
allocable to Prepayment Charges and Servicer Prepayment Charge Payment
Amounts;
(ii) the
amount of the distribution made on such Distribution Date to the Holders of
each
Class of Regular Certificates (other than the Class P Certificates) allocable
to
interest, separately identified;
(iii) the
Net
Monthly Excess Cashflow, the Overcollateralized Amount, the
Overcollateralization Release Amount, the Overcollateralization Deficiency
Amount and the Overcollateralization Target Amount as of such Distribution
Date
and the Excess Overcollateralized Amount for the Mortgage Pool for such
Distribution Date;
(iv) the
fees
and expenses of the Trust Fund accrued and paid on such Distribution Date and
to
whom such fees and expenses were paid;
(v) the
aggregate amount of Advances for the related Due Period (including the general
purpose of such Advances);
(vi) the
Pool
Balance at the Close of Business at the end of the related Due
Period;
(vii) the
number, aggregate Stated Principal Balance, weighted average remaining term
to
maturity and weighted average Mortgage Rate of the Mortgage Loans as of the
related Determination Date;
(viii) the
number and aggregate unpaid Stated Principal Balance of Mortgage Loans (not
including a Liquidated Mortgage Loan as of the end of the Prepayment Period)
that were (A) Delinquent (exclusive of Mortgage Loans in bankruptcy or
foreclosure and REO Properties) using the OTS Method (1) 30 to 59 days, (2)
60
to 89 days and (3) 90 or more days, (B) as to which foreclosure proceedings
have
been commenced and Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3)
90 or
more days, (C) in bankruptcy and Delinquent (1) 30 to 59 days, (2) 60 to 89
days
and (3) 90 or more days, in each case as of the Close of Business on the last
day of the calendar month preceding such Distribution Date and (D) REO
Properties, as well as the aggregate principal balance of Mortgage Loans that
were liquidated and the net proceeds resulting therefrom;
(ix) the
total
number and cumulative Stated Principal Balance of all REO Properties as of
the
Close of Business of the last day of the calendar month preceding the related
Distribution Date;
(x) the
aggregate amount of Principal Prepayments made during the related Prepayment
Period, separately indicating Principal Prepayments in full and Principal
Prepayments in part;
(xi) the
aggregate amount of Realized Losses incurred during the related Prepayment
Period, which will include the aggregate amount of Subsequent Recoveries
received during the related Prepayment Period and the aggregate amount of
Realized Losses incurred since the Closing Date, which will include the
cumulative amount of Subsequent Recoveries received since the Closing
Date;
(xii) the
aggregate amount of extraordinary Trust Fund expenses withdrawn from the
Collection Account or the Distribution Account for such Distribution
Date;
(xiii) the
Certificate Principal Balance of each Class of Floating Rate Certificates and
the Class C Certificates, before and after giving effect to the distributions
made on such Distribution Date;
(xiv) the
Monthly Interest Distributable Amount in respect of the Fixed Rate Certificates,
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 Fixed Rate Certificates and 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 Fixed Rate Certificates and 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 Fixed Rate Certificates, the
Floating Rate Certificates and the Class C Certificates for such Distribution
Date and the Pass-Through Rate applicable to the Fixed Rate Certificates and
the
Floating Rate Certificates for the immediately succeeding Distribution
Date;
(xxi) payments,
if any, made under the Cap Contract and the amount distributed to each Class
of
Certificates from payments made under the Cap Contract;
(xxii) the
amount of any Net Swap Payments or Swap Termination Payments; and
(xxiii) the
applicable Record Date, Accrual Period and any other applicable determination
dates for calculating distributions for such Distribution Date.
The
Trust
Administrator will make such statement (and, at its option, any additional
files
containing the same information in an alternative format) available each month
to Certificateholders, the Master Servicer, the Servicer, the Depositor and
the
Rating Agencies via the Trust Administrator’s internet website. The Trust
Administrator’s internet website shall initially be located at
“▇▇▇.▇▇▇▇▇▇▇.▇▇▇”. Assistance in using the website can be obtained by calling
the Trust Administrator’s customer service desk at (▇▇▇) ▇▇▇-▇▇▇▇. Parties that
are unable to use the above distribution options are entitled to have a paper
copy mailed to them via first class mail by calling the customer service desk
and indicating such. The Trust Administrator shall have the right to change
the
way such statements are distributed in order to make such distribution more
convenient and/or more accessible to the above parties and the Trust
Administrator shall provide timely and adequate notification to all above
parties regarding any such changes. As a condition to access the Trust
Administrator’s internet website, the Trust Administrator may require
registration and the acceptance of a disclaimer. The Trust Administrator will
not be liable for the dissemination of information in accordance with this
Agreement. The Trust Administrator shall also be entitled to rely on but shall
not be responsible for the content or accuracy of any information provided
by
third parties for purposes of preparing the distribution date statement and
may
affix thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party
thereto).
In
the
case of information furnished pursuant to subclauses (i) and (ii) above, the
amounts shall be expressed in a separate section of the report as a dollar
amount for each Class for each $1,000 original dollar amount as of the Cut-off
Date.
In
addition, on each Distribution Date, based, as applicable, on information
provided to the Trust Administrator by the Master Servicer (which in turn shall
be based, as applicable, on information provided to the Master Servicer by
the
Servicer), the Trust Administrator shall prepare and make available information,
separated for each Originator, regarding the performance of the Mortgage Loans,
including, but not limited to, information regarding delinquency, loss and
prepayment experience of the Mortgage Loans.
(b) Within
a
reasonable period of time after the end of each calendar year, the Trust
Administrator shall, upon written request, furnish to each Person who at any
time during the calendar year was a Certificateholder of a Regular Certificate,
if requested in writing by such Person, such information as is reasonably
necessary to provide to such Person a statement containing the information
set
forth in subclauses (i) and (ii) above, aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trust Administrator shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
prepared and furnished by the Trust Administrator to Certificateholders pursuant
to any requirements of the Code as are in force from time to time.
(c) On
each
Distribution Date, the Trust Administrator shall make available to the Residual
Certificateholders a copy of the reports forwarded to the Regular
Certificateholders in respect of such Distribution Date with such other
information as the Trust Administrator deems necessary or
appropriate.
(d) Within
a
reasonable period of time after the end of each calendar year, the Trust
Administrator shall deliver to each Person who at any time during the calendar
year was a Residual Certificateholder, if requested in writing by such Person,
such information as is reasonably necessary to provide to such Person a
statement containing the information provided pursuant to the previous paragraph
aggregated for such calendar year or applicable portion thereof during which
such Person was a Residual Certificateholder. Such obligation of the Trust
Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be prepared and furnished to
Certificateholders by the Trust Administrator pursuant to any requirements
of
the Code as from time to time in force.
| SECTION 4.04 |
Remittance
Reports; Advances.
|
(a) On
the
10th day of each calendar month (or, if such 10th day is not a Business Day,
then on the next succeeding Business Day), the Servicer shall furnish to the
Master Servicer a monthly remittance advice (which together with any
supplemental reports is known as the “Remittance Report”) in a format attached
as Exhibit R-2 or in any other format as mutually agreed to between the Servicer
and the Master Servicer, containing such information regarding the Mortgage
Loans as is needed by the Master Servicer to perform its duties as set forth
in
Section 4.01 and 4.02 hereof. Such Remittance Report will also include a
delinquency report substantially in the form set forth in Exhibit R-1 and a
realized loss report substantially in the form set forth in Exhibit R-3 (or
in
either case, such other format as mutually agreed to between the Servicer and
the Master Servicer). No later than 3 Business Days after the 15th day of each
calendar month, the Servicer shall furnish to the Master Servicer a monthly
report containing such information regarding prepayments in full on Mortgage
Loans during the applicable Prepayment Period in a format as mutually agreed
to
between the Servicer and the Master Servicer. The Master Servicer shall not
be
responsible to recompute, recalculate or verify any information provided to
it
by the Servicer.
(b) The
amount of Advances to be made by the Servicer for any Distribution Date shall
equal, subject to Section 4.04(d), the sum of (i) the aggregate amount of
Monthly Payments (net of the related Servicing Fee), due during the related
Due
Period in respect of the Mortgage Loans (other than with respect to any REO
Property or second lien Mortgage Loan as described in clauses (ii) and (iii)
below or a Balloon Mortgage Loan as described below), which Monthly Payments
were delinquent on a contractual basis as of the Close of Business on the
related Determination Date, (ii) with respect to each REO Property, which REO
Property was acquired during or prior to the related Due Period and as to which
REO Property an REO Disposition did not occur during the related Due Period,
an
amount equal to the excess, if any, of the REO Imputed Interest on such REO
Property for the most recently ended calendar month, over the net income from
such REO Property transferred to the Distribution Account pursuant to Section
3.23 for distribution on such Distribution Date and (iii) with respect to each
second lien Mortgage Loan, an amount equal to the interest portion of the
related Monthly Payment (net of the related Servicing Fee). For purposes of
the
preceding sentence, the Monthly Payment on each Balloon Mortgage Loan with
a
delinquent Balloon Payment is equal to the assumed monthly payment that would
have been due on the related Due Date based on the original principal
amortization schedule for such Balloon Mortgage Loan. In addition, the Servicer
shall not be required to advance any Relief Act Interest Shortfalls or to cover
Prepayment Interest Shortfalls in excess of its obligations under Section
3.24.
On
or
before the Servicer Remittance Date, the Servicer shall remit in immediately
available funds to the Trust Administrator for deposit in the Distribution
Account an amount equal to the aggregate amount of Advances, if any, to be
made
in respect of the Mortgage Loans and REO Properties for the related Distribution
Date either (i) from its own funds or (ii) from the Collection Account, to
the
extent of funds held therein for future distribution (in which case it will
cause to be made an appropriate entry in the records of Collection Account
that
amounts held for future distribution have been, as permitted by this Section
4.04, used by the Servicer in discharge of any such Advance) or (iii) in the
form of any combination of (i) and (ii) aggregating the total amount of Advances
to be made by the Servicer with respect to the Mortgage Loans and REO
Properties. Servicing Advances, if any, to be made by the Servicer in respect
of
the Mortgage Loans and REO Properties for the related Distribution Date may
be
made either (i) from its own funds, (ii) from the Collection Account, to the
extent of funds held therein for future distribution (in which case, it shall
cause to be made an appropriate entry in the records of the Collection Account
that amounts held for future distribution have been, as permitted by this
Section 4.03, used by the Servicer in discharge of any such Servicing Advance)
or (iii) in the form of any combination of (i) and (ii) aggregating the total
amount of Servicing Advances to be made by the Servicer with respect to the
Mortgage Loans and REO Properties. Any amounts held for future distribution
used
by the Servicer to make an Advance or Servicing Advance as permitted in the
preceding sentence shall be appropriately reflected in the Servicer’s records
and replaced by the Servicer by deposit in the Collection Account on or before
any future Servicer Remittance Date to the extent that the Available Funds
for
the related Distribution Date (determined without regard to Advances and
Servicing Advances to be made on the Servicer Remittance Date) shall be less
than the total amount that would be distributed to the Classes of
Certificateholders pursuant to Section 4.01 on such Distribution Date if such
amounts held for future distributions had not been so used to make Advances.
The
Trust Administrator will provide notice to the Servicer by telecopy by the
Close
of Business on any Servicer Remittance Date in the event that the amount
remitted by the Servicer to the Trust Administrator on such date is less than
the Advances required to be made by the Servicer for the related Distribution
Date, as set forth in the related Remittance Report.
(c) The
obligation of the Servicer to make such Advances is mandatory, notwithstanding
any other provision of this Agreement but subject to (d) below, and, with
respect to any Mortgage Loan, shall continue until the Mortgage Loan is paid
in
full or until all Liquidation Proceeds thereon have been recovered, or a Final
Recovery Determination has been made thereon.
(d) Notwithstanding
anything herein to the contrary, no Advance or Servicing Advance shall be
required to be made hereunder by the Servicer if such Advance or Servicing
Advance would, if made, constitute a Nonrecoverable Advance. The determination
by the Servicer that it has made a Nonrecoverable Advance or that any proposed
Advance or Servicing Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certification of a Servicing Officer delivered
to the Trust Administrator (whereupon, upon receipt of such certification,
the
Trust Administrator shall forward a copy of such certification to the Depositor,
the Trustee and the Credit Risk Manager). Notwithstanding the foregoing, if
following the application of Liquidation Proceeds on any Mortgage Loan that
was
the subject of a Final Recovery Determination, any Servicing Advance with
respect to such Mortgage Loan shall remain unreimbursed to the Servicer, then
without limiting the provisions of Section 3.11(a), a certification of a
Servicing Officer regarding such Nonrecoverable Servicing Advance shall not
be
required to be delivered by the Servicer to the Trust
Administrator.
(e) In
the
event the Servicer fails to make any Advance required to be made by it pursuant
to this Section 4.03 and such failure is not remedied within the applicable
cure
period pursuant to Section 7.01(a), then, pursuant to Section 7.01(a), the
Servicer will be terminated, and, in accordance with Sections 7.01(a) and 7.02,
the Master Servicer or (if the Master Servicer is the Servicer) the Trustee
(in
its respective capacity as successor servicer) or another successor servicer
shall be required to make such Advance on the Distribution Date with respect
to
which the Servicer was required to make such Advance, subject to the Master
Servicer’s or the Trustee’s (or other successor servicer’s) determination of
recoverability. The Master Servicer or the Trustee, as applicable (or other
successor servicer) shall not be required to make any Advance to cover any
Relief Act Interest Shortfall on any Mortgage Loan. If the Master Servicer
or
the Trustee, as applicable (or other successor servicer) is required to make
any
Advances, such advances may be made by it in the manner set forth under (b)
above.
| SECTION 4.05 |
Commission
Reporting.
|
(a) (i)
Using
best efforts, within 10 days after each Distribution Date, and no later than
15
days after each Distribution Date (subject to permitted extensions under the
Exchange Act), the Trust Administrator shall, in accordance with industry
standards, prepare and file, on behalf of the Trust, with the Commission via
the
Electronic Data Gathering and Retrieval System (“▇▇▇▇▇”), any Form 10-D required
by the Exchange Act, in form and substance as required by the Exchange Act,
signed by the Master Servicer, with a copy of the monthly statement to be
furnished by the Trust Administrator to the Certificateholders for such
Distribution Date attached thereto. Any disclosure in addition to the monthly
statement that is required to be included on Form 10-D (“Additional Form 10-D
Disclosure”) shall, be reported by the parties set forth on Exhibit T to the
Depositor and the Trust Administrator and directed and approved by the Depositor
pursuant to the following paragraph, and the Trust Administrator will have
no
duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-D Disclosure, except as set forth in the next
paragraph.
(ii) For
so
long as the Trust is subject to the reporting requirements of the Exchange
Act,
within 5 calendar days after the related Distribution Date, (i) the parties
set
forth in Exhibit T shall be required to provide, pursuant to Section 4.05(a)(v)
below, to the Trust Administrator (by email at ▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
and by
facsimile at 410-715-2380) and the Depositor, to the extent known, in
▇▇▇▇▇-compatible format, or in such other format as otherwise agreed upon by
the
Trust Administrator and such party, the form and substance of any Additional
Form 10-D Disclosure, if applicable, together with an Additional Disclosure
Notification in the form attached hereto as Exhibit P (an “Additional Disclosure
Notification”) and (ii) the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Additional Form 10-D
Disclosure on Form 10-D. The Trust Administrator has no duty under this
Agreement to monitor or enforce the performance by the parties listed on Exhibit
T of their duties under this paragraph or proactively solicit or procure from
such parties any Additional Form 10-D Disclosure information. The Depositor
will
be responsible for any reasonable fees and expenses assessed or incurred by
the
Trust Administrator in connection with including any Additional Form 10-D
Disclosure on Form 10-D pursuant to this Section.
After
preparing the Form 10-D, the Trust Administrator shall, upon request, forward
electronically a copy of the Form 10-D to the Depositor for review, only to
the
extent that the Form 10-D contains Additional Form 10-D Disclosure. Within
two
Business Days after receipt of such copy, but no later than the 7th calendar
day
(on a best efforts basis, and in no event later than the 12th calendar day)
after the Distribution Date, the Depositor shall notify the Trust Administrator
in writing (which may be furnished electronically) of any changes to or approval
of such Form 10-D. In the absence of receipt of any written changes or approval,
or if the Depositor does not request a copy of a Form 10-D, the Trust
Administrator shall be entitled to assume that such Form 10-D is in final form
and the Trust Administrator may proceed with the execution and filing of the
Form 10-D. A duly authorized representative of the Master Servicer shall sign
each Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed
Form 10-D needs to be amended, the Trust Administrator will follow the
procedures set forth in Section 4.05(a)(vi). Promptly (but no later than 1
Business Day) after filing with the Commission, the Trust Administrator will
make available on its internet website a final executed copy of each Form 10-D
filed by the Trust Administrator. The parties to this Agreement acknowledge
that
the performance by the Master Servicer and the Trust Administrator of its duties
under Sections 4.05(a)(i), (ii) and (v) related to the timely preparation and
filing of Form 10-D is contingent upon such parties strictly observing all
applicable deadlines in the performance of their duties under such Sections.
The
Depositor acknowledges that the performance by the Master Servicer and the
Trust
Administrator of its duties under this Section 4.05(a)(ii) related to the timely
preparation, execution and filing of Form 10-D is also contingent upon the
Servicer, the Custodians and any Sub-Servicer or Subcontractor strictly
observing deadlines no later than those set forth in this paragraph that are
applicable to the parties to this Agreement in the delivery to the Trust
Administrator of any necessary Additional Form 10-D Disclosure pursuant to
the
Custodial Agreement or any other applicable agreement. Neither the Master
Servicer nor the Trust Administrator shall have any liability for any loss,
expense, damage or claim arising out of or with respect to any failure to
properly prepare, execute and/or timely file such Form 10-D and Form 10-K,
where
such failure results from the Trust Administrator’s inability or failure to
receive, on a timely basis, any information from any other party hereto or
any
Custodian, Sub-Servicer or Subcontractor needed to prepare, arrange for
execution or file such Form 10-D, not resulting from its own negligence, bad
faith or willful misconduct.
(iii) Within
four (4) Business Days after the occurrence of an event requiring disclosure
on
Form 8-K (each such event, a “Reportable Event”), and if requested by the
Depositor, the Trust Administrator shall prepare and file on behalf of the
Trust
a Form 8-K, as required by the Exchange Act, provided that the Depositor shall
file the initial Form 8-K in connection with the issuance of the Certificates.
Any disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K other than the initial Form 8-K (“Form 8-K
Disclosure Information”) shall, be reported by the parties set forth on Exhibit
T to the Depositor and the Trust Administrator and directed and approved by
the
Depositor, pursuant to the following paragraph, and the Trust Administrator
will
have no duty or liability for any failure hereunder to determine or prepare
any
Form 8-K Disclosure Information or any Form 8-K, except as set forth in the
next
paragraph.
For
so
long as the Trust is subject to the Exchange Act reporting requirements, no
later than the close of business (New York City Time) on the 2nd
Business
Day after the occurrence of a Reportable Event (i) the parties set forth in
Exhibit T shall be required pursuant to Section 4.05(a)(v) below to provide
to
the Trust Administrator and the Depositor, to the extent known, in
▇▇▇▇▇-compatible format, or in such other format as otherwise agreed upon by
the
Trust Administrator and such party, the form and substance of any Form 8-K
Disclosure Information, if applicable, together with an Additional Disclosure
Notification and (ii) the Depositor will approve, as to form and substance,
or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K. The Depositor will be responsible for any reasonable
fees and expenses assessed or incurred by the Trust Administrator in connection
with including any Form 8-K Disclosure Information on Form 8-K pursuant to
this
Section.
After
preparing the Form 8-K, the Trust Administrator shall, upon request, forward
electronically a copy of the Form 8-K to the Depositor for review. Promptly,
but
no later than the close of business on the third Business Day after the
Reportable Event, the Depositor shall notify the Trust Administrator in writing
(which may be furnished electronically) of any changes to or approval of such
Form 8-K. In the absence of receipt of any written changes or approval, or
if
the Depositor does not request a copy of a Form 8-K, the Trust Administrator
shall be entitled to assume that such Form 8-K is in final form and the Trust
Administrator may proceed with the execution and filing of the Form 8-K. A
duly
authorized representative of the Master Servicer shall sign each Form 8-K.
If a
Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to
be
amended, the Trust Administrator will follow the procedures set forth in Section
4.05(a)(vi). Promptly (but no later than 1 Business Day) after filing with
the
Commission, the Trust Administrator will make available on its internet website
a final executed copy of each Form 8-K filed by it. The parties to this
Agreement acknowledge that the performance by the Master Servicer and the Trust
Administrator of its duties under this Section 4.05(a)(iii) related to the
timely preparation and filing of Form 8-K is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties
under this Section 4.05(a)(iii). The Depositor acknowledges that the performance
by the Master Servicer and the Trust Administrator of its duties under this
Section 4.05(a)(iii) related to the timely preparation, execution and filing
of
Form 10-D is also contingent upon the Servicer, the Custodians and any
Sub-Servicer or Subcontractor strictly observing deadlines no later than those
set forth in this paragraph that are applicable to the parties to this Agreement
in the delivery to the Trust Administrator of any necessary Form 8-K Disclosure
Information pursuant to the Custodial Agreement or any other applicable
agreement. Neither the Master Servicer nor the Trust Administrator shall have
any liability for any loss, expense, damage or claim arising out of or with
respect to any failure to properly prepare, execute and/or timely file such
Form
8-K, where such failure results from the Trust Administrator’s inability or
failure to receive, on a timely basis, any information from any other party
hereto or any Custodian, Sub-servicer or Subcontractor needed to prepare,
arrange for execution or file such Form 8-K, not resulting from its own
negligence, bad faith or willful misconduct.
(iv) (A)
On or
prior to 90 days after the end of each fiscal year of the Trust or such earlier
date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it
being understood that the fiscal year for the Trust ends on December
31st
of each
year), commencing in March 2007, the Trust Administrator shall prepare and
file
on behalf of the Trust a Form 10-K, in form and substance as required by the
Exchange Act. Each such Form 10-K shall include the following items, in each
case to the extent they have been delivered to the Trust Administrator within
the applicable time frames set forth in this Agreement and the Custodial
Agreement, (i) an annual compliance statement for the Servicer, the Master
Servicer, the Trust Administrator and any Sub-Servicer, Subcontractor or other
Person engaged by such parties or the Trustee (together with the Custodian,
each
a “Reporting Servicer”), as described under Section 3.20 of this Agreement and
the Custodial Agreement, provided, however, that the Trust Administrator, at
its
discretion, may omit from the Form 10-K any annual compliance statement that
is
not required to be filed with such Form 10-K for each Reporting Servicer
pursuant to Regulation AB, (ii)(A) the annual reports on assessment of
compliance with Servicing Criteria for each Reporting Servicer, as described
under Section 3.21 of this Agreement and the Custodial Agreement, and (B) if
the
report on assessment of compliance with the Servicing Criteria identifies any
material instance of noncompliance, disclosure identifying such instance of
noncompliance, or if each reporting Servicer’s report on assessment of
compliance with Servicing Criteria is not included as an exhibit to such Form
10-K, disclosure that such report is not included and an explanation why such
report is not included provided, however, that the Trust Administrator, at
its
discretion, may omit from the Form 10-K any assessment of compliance or
attestation report described in clause (iii) below that is not required to
be
filed with such Form 10-K pursuant to Regulation AB, (iii)(A) the registered
public accounting firm attestation report for each Reporting Servicer as
described under Section 3.21 of this Agreement and the Custodial Agreement,
and
(B) if any registered public accounting firm attestation report described under
Section 3.21 identifies any material instance of noncompliance, disclosure
identifying such instance of noncompliance, or if any such registered public
accounting firm attestation report is not included as an exhibit to such Form
10-K, disclosure that such report is not included and an explanation why such
report is not included, and (iv) a ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification (“▇▇▇▇▇▇▇▇-▇▇▇▇▇
Certification”) as described below. Any disclosure or information in addition to
(i) through (iv) above that is required to be included on Form 10-K (“Additional
Form 10-K Disclosure”) shall, be reported by the parties set forth on Exhibit T
to the Depositor and the Trust Administrator and directed and approved by the
Depositor pursuant to the following paragraph, and the Trust Administrator
will
have no duty or liability for any failure hereunder to determine or prepare
any
Additional Form 10-K Disclosure, except as set forth in the next
paragraph.
No
later
than March 1st
(with a
10 calendar day cure period) of each year that the Trust is subject to the
Exchange Act reporting requirements, commencing in 2007, (i) the parties set
forth in Exhibit T shall be required to provide pursuant to Section 4.05(a)(v)
below to the Depositor and to the Trust Administrator (by email at ▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
and by
facsimile at 410-715-2380) and the Depositor, to the extent known, in
▇▇▇▇▇-compatible format, or in such other format as otherwise agreed upon by
the
Trust Administrator and such party, the form and substance of any Additional
Form 10-K Disclosure, if applicable, together with an Additional Disclosure
Notification and (ii) the Depositor will approve, as to form and substance,
or
disapprove, as the case may be, the inclusion of the Additional Form 10-K
Disclosure on Form 10-K. The Trust Administrator has no duty under this
Agreement to monitor or enforce the performance by the parties listed on Exhibit
T of their duties under this paragraph or proactively solicit or procure from
such parties any Additional Form 10-K Disclosure information. The Depositor
will
be responsible for any reasonable fees and expenses assessed or incurred by
the
Trust Administrator in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this Section.
After
preparing the Form 10-K, the Trust Administrator shall forward, upon request,
electronically a copy of the Form 10-K to the Depositor for review. Within
three
Business Days after receipt of such copy, but no later than March 25th, the
Depositor shall notify the Trust Administrator in writing (which may be
furnished electronically) of any changes to or approval of such Form 10-K.
In
the absence of receipt of any written changes or approval, or if the Depositor
does not request a copy of a Form 10-K, the Trust Administrator shall be
entitled to assume that such Form 10-K is in final form and the Trust
Administrator may proceed with the execution and filing of the Form 10-K. A
senior officer of the Master Servicer in charge of the master servicing function
shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a
previously filed Form 10-K needs to be amended, the Trust Administrator will
follow the procedures set forth in Section 4.05(a)(vi). Promptly (but no later
than 1 Business Day) after filing with the Commission, the Trust Administrator
will make available on its internet website a final executed copy of each Form
10-K filed by it. The parties to this Agreement acknowledge that the performance
by the Master Servicer and the Trust Administrator of its duties under Section
4.05(a)(iv) and Section 4.05(a) (v) related to the timely preparation, execution
and filing of Form 10-K is contingent upon such parties strictly observing
all
applicable deadlines in the performance of their duties under such Sections,
Section 3.20 and Section 3.21. The Depositor acknowledges that the performance
by the Master Servicer and the Trust Administrator of its duties under this
Section 4.05(a)(iv) related to the timely preparation, execution and filing
of
Form 10-K is also contingent upon the Servicer, the Custodians and any
Sub-Servicer or Subcontractor strictly observing deadlines no later than those
set forth in this paragraph that are applicable to the parties to this Agreement
in the delivery to the Trust Administrator of any necessary Additional Form
10-K
Disclosure, any annual statement of compliance and any assessment of compliance
and attestation pursuant to the related Custodial Agreement or any other
applicable agreement. Neither the Master Servicer nor the Trust Administrator
shall have any liability for any loss, expense, damage, claim arising out of
or
with respect to any failure to properly prepare, execute and/or timely file
such
Form 10-K, where such failure results from the Trust Administrator’s inability
or failure to receive, on a timely basis, any information from any other party
hereto or any Custodian, Sub-servicer or Subcontractor needed to prepare,
arrange for execution or file such Form 10-K, not resulting from its own
negligence, bad faith or willful misconduct.
Each
Form
10-K shall include a certification (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification”), exactly
as set forth in Exhibit N-1 attached hereto, required to be included therewith
pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Each of the Servicer, the Master Servicer
and the Trust Administrator shall provide, and each such party and the Trustee
shall cause any Sub-servicer or Subcontractor engaged by it to provide, to
the
Person who signs the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification (the “Certifying Person”), by
March 1 of each year in which the Trust is subject to the reporting requirements
of the Exchange Act, a certification (a “Back-Up Certification”), in the form
attached hereto as Exhibit N-2, upon which the Certifying Person, the entity
for
which the Certifying Person acts as an officer, and such entity’s officers,
directors and Affiliates (collectively with the Certifying Person,
“Certification Parties”) can reasonably rely. A senior officer of the Master
Servicer in charge of the master servicing function shall serve as the
Certifying Person on behalf of the Trust. Such officer of the Certifying Person
can be contacted by e-mail at ▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ or by
facsimile at ▇▇▇-▇▇▇-▇▇▇▇. In the event that any such party or any Sub-servicer
or Subcontractor engaged by such party is terminated or resigns pursuant to
the
terms of this Agreement, or any other applicable agreement, as the case may
be,
such party shall provide a Back-Up Certification to the Certifying Person
pursuant to this Section 4.05(a)(iv) with respect to the period of time it
was
subject to this Agreement or any other applicable agreement, as the case may
be.
Notwithstanding the foregoing, (i) the Master Servicer and the Trust
Administrator shall not be required to deliver a Back-Up Certification to each
other if both are the same Person and the Master Servicer is the Certifying
Person and (ii) the Master Servicer shall not be obligated to sign the
▇▇▇▇▇▇▇▇-▇▇▇▇▇ Certification in the event that it does not receive any Back-Up
Certification required to be furnished to it pursuant to this section or any
Servicing Agreement.
(v) With
respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
or any Form 8-K Disclosure Information (collectively, the “Additional
Disclosure”) relating to the Trust Fund, the Trust Administrator’s obligation to
include such Additional Information in the applicable Exchange Act report is
subject to receipt from the entity that is indicated in Exhibit T as the
responsible party for providing that information, if other than the Trust
Administrator, as and when required as described in Section 4.05(a)(ii) through
(iv) above. Each of the Master Servicer, the Servicer, the Trust Administrator
and Depositor hereby agree to notify and to provide, to the extent known, to
the
Trust Administrator and the Depositor, all Additional Disclosure relating to
the
Trust Fund, with respect to which such party is the responsible party for
providing that information, as indicated in Exhibit P hereof. The Swap Provider
will be obligated pursuant to the Swap Agreement to provide to the Trust
Administrator any information that may be required to be included in any Form
10-D, Form 8-K or Form 10-K. The Servicer shall be responsible for determining
the pool concentration applicable to any Sub-Servicer or originator at any
time,
for purposes of disclosure as required by Items 1108 and 1110 of Regulation
AB.
(vi) On
or
prior to January 30 of the first year in which the Trust Administrator is able
to do so under applicable law, the Trust Administrator shall prepare and file
a
Form 15 Suspension Notification relating to the automatic suspension of
reporting in respect of the Trust under the Exchange Act.
In
the
event that the Trust Administrator is unable to timely file with the Commission
all or any required portion of any Form 8-K, Form 10-D or Form 10-K required
to
be filed by this Agreement because required disclosure information was either
not delivered to it or was delivered to it after the delivery deadlines set
forth in this Agreement or for any other reason, the Trust Administrator will
promptly notify electronically the Depositor. In the case of Form 10-D and
Form
10-K, the parties to this Agreement will cooperate to prepare and file a Form
12b-25 and a Form 10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25
of the Exchange Act. In the case of Form 8-K, the Trust Administrator will,
upon
receipt of all required Form 8-K Disclosure Information and upon the approval
and direction of the Depositor, include such disclosure information on the
next
succeeding Form 10-D. In the event that any previously filed Form 8-K, Form
10-D
or Form 10-K needs to be amended, in connection with any Additional Form 10-D
Disclosure (other than, in the case of Form 10-D, for the purpose of restating
any Monthly Statement), Additional Form 10-K Disclosure or Form 8-K Disclosure
Information, the Trust Administrator will electronically notify the Depositor
and such other parties to the transaction as are affected by such amendment,
and
such parties will cooperate to prepare any necessary Form 8-K/A, Form 10-D/A
or
Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form
10-D
shall be signed by a duly authorized representative or senior officer in charge
of master servicing, as applicable, of the Master Servicer. The parties to
this
Agreement acknowledge that the performance by the Master Servicer and the Trust
Administrator of its duties under this Section 4.05(a)(vi) related to the timely
preparation, execution and filing of Form 15, a Form 12b-25 or any amendment
to
Form 8-K, Form 10-D or Form 10-K is contingent upon each such party performing
its duties under this Section. Neither the Master Servicer nor the Trust
Administrator shall have any liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, execute
and/or timely file any such Form 15, Form 12b-25 or any amendments to Form
8-K,
Form 10-D or Form 10-K, where such failure results from the Trust
Administrator’s inability or failure to receive, on a timely basis, any
information from any other party hereto or any custodian, sub-servicer or
subcontractor needed to prepare, arrange for execution or file such Form 15,
Form 12b-25 or any amendments to Form 8-K, Form 10-D or Form 10-K, not resulting
from its own negligence, bad faith or willful misconduct.
The
Depositor agrees to promptly furnish to the Trust Administrator, from time
to
time upon request, such further information, reports and financial statements
within its control related to this Agreement and the Mortgage Loans as the
Trust
Administrator reasonably deems appropriate to prepare and file all necessary
reports with the Commission. The Trust Administrator shall have no
responsibility to file any items other than those specified in this Section
4.05; provided, however, the Trust Administrator will cooperate with the
Depositor in connection with any additional filings with respect to the Trust
Fund as the Depositor deems necessary under the Exchange Act. Fees and expenses
incurred by the Trust Administrator in connection with this Section 4.05 shall
not be reimbursable from the Trust Fund.
(b) (A)
The
Trust Administrator shall indemnify and hold harmless the Depositor and its
officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon
(i) a
breach of the Trust Administrator’s obligations under this Section 4.05 or the
Trust Administrator’s negligence, bad faith or willful misconduct in connection
therewith or (ii) any material misstatement or omission in the Annual Statement
of Compliance and the Assessment of Compliance delivered by the Trust
Administrator pursuant to Section 3.20 and Section 3.21.
(B) The
Depositor shall indemnify and hold harmless the Trust Administrator and the
Master Servicer and their respective officers, directors and affiliates from
and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the obligations of the Depositor under
this Section 4.05 or the Depositor’s negligence, bad faith or willful misconduct
in connection therewith.
(C) The
Master Servicer shall indemnify and hold harmless the Trust Administrator and
the Depositor and their respective officers, directors and affiliates from
and
against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon (i) a breach of the obligations of the Master
Servicer under this Section 4.05 or the Master Servicer’s negligence, bad faith
or willful misconduct in connection therewith or (ii) any material misstatement
or omission in the Statement as to Compliance delivered by the Master Servicer
pursuant to Section 3.20 or the Assessment of Compliance delivered by the Master
Servicer pursuant to Section 3.21.
(D) The
Servicer shall indemnify and hold harmless the Master Servicer, Trust
Administrator and the Depositor and their respective officers, directors and
affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other
costs
and expenses arising out of or based upon (i) a breach of the obligations of
the
Servicer under Section 3.20, Section 3.21 or Section 4.06, including any failure
by the Servicer (or any Sub-Servicer or any Subcontractor engaged by the
Servicer), to provide any Back-Up Certification, annual statement of compliance,
annual assessment of compliance with Servicing Criteria or attestation report,
any information, data or materials required to be included in any Exchange
Act
report or any other information or material when and as required under Sections
3.20, 3.21 or 4.05, or the Servicer’s negligence, bad faith or willful
misconduct in connection therewith and (ii) any
material misstatement or omission contained in any information, disclosure,
report, certification, data, accountants’ letter or other material provided
under Sections 3.20, 3.21 and 4.05 to the Master Servicer or the Trust
Administrator by or on behalf of the Servicer or on behalf of any Sub-Servicer
or Subcontractor), including any material misstatement or material omission
in
(i) any Back-Up Certification, annual statement of compliance, annual assessment
of compliance with Servicing Criteria or attestation report delivered by the
Servicer, or by any Sub-Servicer or Subcontractor engaged by it, pursuant to
this Agreement, or (ii) any Additional Form 10-D Disclosure, Additional Form
10-K Disclosure or Form 8-K Disclosure Information provided by the
Servicer.
(E) The
Trustee (and in its capacity as Custodian) shall indemnify and hold harmless
the
Master Servicer, Trust Administrator and the Depositor and their respective
officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon
(i) a
breach of the obligations of the Trustee under Section 3.21 or Section 4.06,
including any failure by the Trustee, to provide any annual assessment of
compliance or attestation report, any information, data or materials required
to
be included in any Exchange Act report or any other information or material
when
and as required under Sections 3.21 or 4.05, or the Trustee’s negligence, bad
faith or willful misconduct in connection therewith and (ii) any
material misstatement or omission contained in any information, disclosure,
report, certification, data, accountants’ letter or other material provided
under Sections 3.20, 3.21 and 4.05 to the Master Servicer or the Trust
Administrator by or on behalf of the Trustee,
including any material misstatement or material omission in (i) any annual
assessment of compliance or attestation report, or (ii) any Additional Form
10-D
Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information
provided by the Trustee.
(F) If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Depositor, the Master Servicer, the Trustee or the Trust
Administrator, as applicable, then the defaulting party, in connection with
a
breach of its respective obligations under this Section 4.05 or its respective
negligence, bad faith or willful misconduct in connection therewith, agrees
that
it shall contribute to the amount paid or payable by the other parties as a
result of the losses, claims, damages or liabilities of the other party in
such
proportion as is appropriate to reflect the relative fault and the relative
benefit of the respective parties. This indemnification shall survive the
termination of this Agreement or the termination of any party to this
Agreement.
(c) Nothing
shall be construed from the foregoing subsections (a) and (b) to require the
Trust Administrator or any officer, director or Affiliate thereof to sign any
Form 10-K or any certification contained therein. Furthermore, the inability
of
the Trust Administrator to file a Form 10-K as a result of the lack of required
information as set forth in Section 4.05(a) or required signatures on such
Form
10-K or any certification contained therein shall not be regarded as a breach
by
the Trust Administrator of any obligation under this Agreement.
(d) Notwithstanding
the provisions of Section 11.01, this Section 4.05 may be amended without the
consent of the Certificateholders.
(e) Each
of
the parties agrees to provide to the Master Servicer and the Trust Administrator
such additional information related to such party as the Master Servicer and
the
Trust Administrator may reasonably request, including evidence of the
authorization of the person signing any certificate or statement, financial
information and reports, and such other information related to such party or
its
performance hereunder.
(f) Any
notice or notification required to be delivered by the Trust Administrator
or
Master Servicer to the Depositor pursuant to this 4.05, may be delivered via
facsimile to the legal department at (▇▇▇) ▇▇▇-▇▇▇▇, with a copy delivered
to
the operations group at facsimile (▇▇▇) ▇▇▇-▇▇▇▇.
| SECTION 4.06 |
[Reserved]
|
| SECTION 4.07 |
[Reserved]
|
| SECTION 4.08 |
Distributions
on the REMIC Regular Interests.
|
(a) On
each
Distribution Date, the Trust Administrator shall cause in the following order
of
priority, the following amounts which shall be deemed to be distributed by
REMIC
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-39-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-39-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-39-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 Trust Administrator shall cause in the following order
of
priority, the following amounts which shall be deemed to be distributed by
REMIC
2 to REMIC 3 on account of the REMIC 2 Regular Interests or withdrawn from
the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-2 Interest), as the case may be:
(1) 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 LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular
Interest LTA3, REMIC 2 Regular Interest LTA4, 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 LTB1,
REMIC 2 Regular Interest LTB2, REMIC 2 Regular Interest LTB3, 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
LTA1,
REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular
Interest LTA4, 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 LTB1, REMIC 2 Regular Interest LTB2
and
REMIC 2 Regular Interest LTB3 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 LTA1, REMIC
2
Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest
LTA4, 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 LTB1, REMIC 2 Regular Interest LTB2 and REMIC
2
Regular Interest LTB3, 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 Trust Administrator on each Distribution Date as follows:
first, to Net Monthly Excess Cashflow; second, to
Net
Swap
Payments received under the Interest Rate Swap Agreement; third, to the Class
C
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; fourth, to the Class B-3 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; fifth, to the Class B-2 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; sixth,
to the Class B-1 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; seventh, to the Class M-10 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; eighth, to
the
Class M-9 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; ninth, to the Class M-8 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; tenth to the Class M-7
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eleventh, to the Class M-6 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; twelfth, to the Class M-5
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; thirteenth, to the Class M-4 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; fourteenth, to the Class
M-3
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; fifteenth, to the Class M-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero and sixteenth, 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 or Class B 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 Trust Administrator 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-39-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 LTB1, REMIC 2 Regular Interest
LTB2, REMIC 2 Regular Interest LTB3 and REMIC 2 Regular Interest LTZZ, 98%,
1%
and 1%, respectively, until the Uncertificated Principal Balance of REMIC 2
Regular Interest LTB has been reduced to zero; fourth, 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; fifth, 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; sixth, 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; seventh, 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; eighth, 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; ninth, 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; tenth, 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; eleventh, 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; twelfth,
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 thirteenth,
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. 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, ▇▇▇▇▇ Fargo Bank, N.A., as Supplemental Interest Trust Trustee,
in trust for the registered Certificateholders of Soundview Home Loan Trust
2006-2, Asset-Backed Certificates, Series 2006-2.” Such account shall be an
Eligible Account and funds on deposit therein shall be held separate and apart
from, and shall not be commingled with, any other moneys, including, without
limitation, other moneys of the Trust Administrator held pursuant to this
Agreement. Amounts therein shall be held uninvested.
(b) Prior
to
each Distribution Date, prior to any distribution to any Certificate, the
Supplemental Interest Trust Trustee shall deposit into the Swap Account: (i)
the
amount of any Net Swap Payment or Swap Termination Payment (other than any
Swap
Termination Payment resulting from a Swap Provider Trigger Event) owed to the
Swap Provider (after taking into account any upfront payment received from
the
counterparty to a replacement interest rate swap agreement) from funds collected
and received with respect to the Mortgage Loans prior to the determination
of
Available Funds. For federal income tax purposes, any amounts paid to the Swap
Provider on each Distribution Date shall first be deemed paid to the Swap
Provider in respect of REMIC 6 Regular Interest SWAP IO to the extent of the
amount distributable on REMIC 6 Regular Interest SWAP IO on such Distribution
Date, and any remaining amount shall be deemed paid to the Swap Provider in
respect of a Class IO Distribution Amount (as defined below).
(c) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Supplemental Interest Trust be disregarded
as
an entity separate from the Holder of the Class C Certificates unless and until
the date when either (a) there is more than one Class C Certificateholder or
(b)
any Class of Certificates in addition to the Class C Certificates is
recharacterized as an equity interest in the Supplemental Interest Trust for
federal income tax purposes, in which case it is the intention of the parties
hereto that, for federal and state income and state and local franchise tax
purposes, the Supplemental Interest Trust be treated as a partnership, provided,
that ▇▇▇▇▇ Fargo shall not be required to prepare and file partnership tax
returns in respect of such partnership unless it receives additional reasonable
compensation (not to exceed $10,000 per year) for the preparation of such
filings, written notification recognizing the creation of a partnership
agreement or comparable documentation evidencing the partnership, if any. The
Supplemental Interest Trust will be an “outside reserve fund” within the meaning
of Treasury Regulation Section 1.860G-2(h).
(d) To
the
extent that the Supplemental Interest Trust is determined to be a separate
legal
entity from the Supplemental Interest Trust Trustee, any obligation of the
Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
shall
be deemed to be an obligation of the Supplemental Interest Trust.
(e) The
Trust
Administrator shall treat the Holders of Certificates (other than the Class
P,
Class C, Class R and Class R-X Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class C Certificates.
Pursuant to each such notional principal contract, all Holders of Certificates
(other than the Class P, Class C, Class R and Class R-X Certificates) shall
be
treated as having agreed to pay, on each Distribution Date, to the Holder of
the
Class C Certificates an aggregate amount equal to the excess, if any, of (i)
the
amount payable on such Distribution Date on the REMIC 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 REMIC
3 and
as having been paid by such Holders pursuant to the notional principal contract.
Thus, each Certificate (other than the Class P and Class R Certificates) shall
be treated as representing not only ownership of Regular Interests in REMIC
2,
but also ownership of an interest in, and obligations with respect to, a
notional principal contract.
(f) The
Trust
Administrator shall, at the direction of the Depositor, enforce all of its
rights and exercise any remedies under the Swap Agreement. In the event the
Swap
Agreement is terminated as a result of the designation by either party thereto
of an Early Termination Date (as defined therein), the Trust Administrator
shall, at the direction of the Depositor, appoint a replacement counterparty
to
enter into a replacement swap agreement. The Trust Administrator shall have
no
responsibility with regard to the selection of a replacement swap provider
or
the negotiation of a replacement swap agreement. Any Swap Termination Payment
received by the Trust Administrator shall be deposited in the Swap Account
and
shall be used to make any upfront payment required under a replacement swap
agreement and any upfront payment received from the counterparty to a
replacement swap agreement shall be used to pay any Swap Termination Payment
owed to the Swap Provider.
(g) For
federal tax return and information reporting, the right of the Holders of the
Fixed Rate Certificates and Floating Rate Certificates to receive payments
from
the Supplemental Interest Trust shall be assigned a value of
$13,918,591.
| SECTION 4.11 |
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
For
federal income tax purposes, each holder of a Floating Rate Certificate is
deemed to own an undivided beneficial ownership interest in a REMIC regular
interest and the right to receive payments from either the Net WAC Rate
Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate
Carryover Amount or the obligation to make payments to the Swap Account. For
federal income tax purposes, the Trust Administrator will account for payments
to each Floating Rate Certificates as follows: each Floating Rate Certificate
will be treated as receiving their entire payment from REMIC 3 (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 Fixed Rate Certificates, the Floating Rate Certificates, the Class P
Certificates, the Class C Certificates and the Residual Certificates shall
be
substantially in the forms annexed hereto as exhibits, and shall, on original
issue, be executed, authenticated and delivered by the Trust Administrator
to or
upon the order of the Depositor concurrently with the sale and assignment to
the
Trust Administrator of the Trust Fund. The Fixed Rate Certificates and 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 Fixed Rate Certificates and the Floating Rate
Certificates must be purchased in minimum total investments of $100,000 per
Class and that one Certificate of each such Class of Certificates may be in
a
different denomination so that the sum of the denominations of all outstanding
Certificates of such Class shall equal the Certificate Principal Balance of
such
Class on the Closing Date. The Class C Certificates, the Class P Certificates
and the Residual Certificates are issuable in any Percentage Interests;
provided, however, that the sum of all such percentages for each such Class
totals 100% and no more than ten Certificates of each Class may be issued and
outstanding at any one time.
The
Certificates shall be executed on behalf of the Trust Administrator by manual
or
facsimile signature on behalf of the Trust Administrator by a Responsible
Officer. Certificates bearing the manual or facsimile signatures of individuals
who were, at the time when such signatures were affixed, authorized to sign
on
behalf of the Trust Administrator shall bind the Trust, notwithstanding that
such individuals or any of them have ceased to be so authorized prior to the
authentication and delivery of such Certificates or did not hold such offices
at
the date of such Certificate. No Certificate shall be entitled to any benefit
under this Agreement or be valid for any purpose, unless such Certificate shall
have been manually authenticated by the Trust Administrator substantially in
the
form provided for herein, and such authentication upon any Certificate shall
be
conclusive evidence, and the only evidence, that such Certificate has been
duly
authenticated and delivered hereunder. All Certificates shall be dated the
date
of their authentication. Subject to Section 5.02(c), the Fixed Rate Certificates
and the Floating Rate Certificates shall be Book-Entry Certificates. The other
Classes of Certificates shall not be Book-Entry Certificates.
| SECTION 5.02 |
Registration
of Transfer and Exchange of
Certificates.
|
(a) The
Certificate Registrar shall cause to be kept at the Corporate Trust Office
a
Certificate Register in which, subject to such reasonable regulations as it
may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trust Administrator shall initially serve as Certificate Registrar for
the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided.
Upon
surrender for registration of transfer of any Certificate at any office or
agency of the Certificate Registrar maintained for such purpose pursuant to
the
foregoing paragraph which office shall initially be the offices of the Trust
Administrator’s agent located at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Services - Soundview Home Loan
Trust
2006-2, and, in the case of a Residual Certificate, upon satisfaction of the
conditions set forth below, the Trust Administrator on behalf of the Trust
shall
execute, authenticate and deliver, in the name of the designated transferee
or
transferees, one or more new Certificates of the same aggregate Percentage
Interest.
At
the
option of the Certificateholders, Certificates may be exchanged for other
Certificates in authorized denominations and the same aggregate Percentage
Interests, upon surrender of the Certificates to be exchanged at any such office
or agency. Whenever any Certificates are so surrendered for exchange, the Trust
Administrator shall execute on behalf of the Trust and authenticate and deliver
the Certificates which the Certificateholder making the exchange is entitled
to
receive. Every Certificate presented or surrendered for registration of transfer
or exchange shall (if so required by the Trust Administrator or the Certificate
Registrar) be duly endorsed by, or be accompanied by a written instrument of
transfer satisfactory to the Trust Administrator and the Certificate Registrar
duly executed by, the Holder thereof or his attorney duly authorized in writing.
In addition, (i) with respect to each Class R Certificate, the holder thereof
may exchange, in the manner described above, such Class R Certificate for four
separate certificates, each representing such holder’s respective Percentage
Interest in the Class R-1 Interest, the Class R-2 Interest 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 three separate
certificates, each representing such holder’s respective Percentage Interest in
the Class R-4 Interest, the Class R-5 Interest and the Class R-6 Interest that
was evidenced by the Class R-X Certificate being exchanged.
(b) Except
as
provided in paragraph (c) below, the Book-Entry Certificates shall at all times
remain registered in the name of the Depository or its nominee and at all times:
(i) registration of such Certificates may not be transferred by the Trust
Administrator except to another Depository; (ii) the Depository shall maintain
book-entry records with respect to the Certificate Owners and with respect
to
ownership and transfers of such Certificates; (iii) ownership and transfers
of
registration of such Certificates on the books of the Depository shall be
governed by applicable rules established by the Depository; (iv) the Depository
may collect its usual and customary fees, charges and expenses from its
Depository Participants; (v) The Trustee, the Trust Administrator, the Master
Servicer and the Depositor may for all purposes deal with the Depository as
representative of the Certificate Owners of the Certificates for purposes of
exercising the rights of Holders under this Agreement, and requests and
directions for and votes of such representative shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners;
(vi)
the Trust Administrator may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect to
indirect participating firms and Persons shown on the books of such indirect
participating firms as direct or indirect Certificate Owners; and (vii) the
direct participants of the Depository shall have no rights under this Agreement
under or with respect to any of the Certificates held on their behalf by the
Depository, and the Depository may be treated by the Trust Administrator and
its
agents, employees, officers and directors as the absolute owner of the
Certificates for all purposes whatsoever.
All
transfers by Certificate Owners of Book-Entry Certificates shall be made in
accordance with the procedures established by the Depository Participant or
brokerage firm representing such Certificate Owners. Each Depository Participant
shall only transfer Book-Entry Certificates of Certificate Owners that it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository’s normal procedures. The parties hereto are hereby authorized to
execute a Letter of Representations with the Depository or take such other
action as may be necessary or desirable to register a Book-Entry Certificate
to
the Depository. In the event of any conflict between the terms of any such
Letter of Representation and this Agreement, the terms of this Agreement shall
control.
(c) If
(i)(x)
the Depository or the Depositor advises the Trust Administrator in writing
that
the Depository is no longer willing or able to discharge properly its
responsibilities as Depository and (y) the Trustee or the Depositor is unable
to
locate a qualified successor or (ii) after the occurrence of a Servicer Event
of
Termination or a Master Servicer Event of Termination, the Certificate Owners
of
the Book-Entry Certificates representing Percentage Interests of such Classes
aggregating not less than 51% advise the Trust Administrator and Depository
through the Financial Intermediaries and the Depository Participants in writing
that the continuation of a book-entry system through the Depository to the
exclusion of definitive, fully registered certificates (the “Definitive
Certificates”) to Certificate Owners is no longer in the best interests of the
Certificate Owners. Upon surrender to the Certificate Registrar of the
Book-Entry Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Trust Administrator
shall
in the case of (i) and (ii) above, execute on behalf of the Trust and
authenticate the Definitive Certificates. None of the Depositor, the Master
Servicer, the Servicer, the Trustee or the Trust Administrator shall be liable
for any delay in delivery of such instructions and may conclusively rely on,
and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates, the Trustee, the Trust Administrator, the Certificate
Registrar, the Servicer, the Master Servicer, any Paying Agent and the Depositor
shall recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
(d) No
transfer, sale, pledge or other disposition of any Class
B-1
Certificate,
Class
B-2 Certificate, Class B-3 Certificate, Class C Certificate, Class P Certificate
or Residual Certificate (the “Private Certificates”) shall be made unless such
disposition is exempt from the registration requirements of the Securities
Act
of 1933, as amended (the “1933 Act”), and any applicable state securities laws
or is made in accordance with the 1933 Act and laws. In the event of any such
transfer (other than in connection with (i) the initial transfer of any such
Certificate by the Depositor to an Affiliate of the Depositor or, in the case
of
the Class R-X Certificates, the first transfer by an Affiliate of the Depositor
or the first transfer by the initial transferee of an Affiliate of the
Depositor, (ii) the transfer of any such Class C, Class P or Residual
Certificate to the issuer under the Indenture or the indenture trustee under
the
Indenture or (iii) a transfer of any such Class C, Class P or Residual
Certificate from the issuer under the Indenture or the indenture trustee under
the Indenture to the Depositor or an Affiliate of the Depositor), (x) unless
such transfer is made in reliance upon Rule 144A (as evidenced by the investment
letter delivered to the Trust Administrator, in substantially the form attached
hereto as Exhibit J) under the 1933 Act, the Trust Administrator and the
Depositor shall require a written Opinion of Counsel (which may be in-house
counsel) acceptable to and in form and substance reasonably satisfactory to
the
Trust Administrator and the Depositor that such transfer may be made pursuant
to
an exemption, describing the applicable exemption and the basis therefor, from
the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel
shall not be an expense of the Trust Administrator or the Depositor or (y)
the
Trust Administrator shall require the transferor to execute a transferor
certificate (in substantially the form attached hereto as Exhibit L) and the
transferee to execute an investment letter (in substantially the form attached
hereto as Exhibit J) acceptable to and in form and substance reasonably
satisfactory to the Depositor and the Trust Administrator certifying to the
Depositor and the Trust Administrator the facts surrounding such transfer,
which
investment letter shall not be an expense of the Trust Administrator or the
Depositor. The Holder of a Private Certificate desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trustee, the Trust Administrator
and the Depositor against any liability that may result if the transfer is
not
so exempt or is not made in accordance with such federal and state
laws.
Notwithstanding
the foregoing, in the event of any such transfer of any Ownership Interest
in
any Private Certificate that is a Book-Entry Certificate, except with respect
to
the initial transfer of any such Ownership Interest by the Depositor, such
transfer shall be required to be made in reliance upon Rule 144A under the
1933
Act, and the transferor will be deemed to have made each of the transferor
representations and warranties set forth Exhibit L hereto in respect of such
interest as if it was evidenced by a Definitive Certificate and the transferee
will be deemed to have made each of the transferee representations and
warranties set forth Exhibit J hereto in respect of such interest as if it
was
evidenced by a Definitive Certificate. The Certificate Owner of any such
Ownership Interest in any such Book-Entry Certificate desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trust Administrator
and
the Depositor against any liability that may result if the transfer is not
so
exempt or is not made in accordance with such federal and state
laws.
Notwithstanding
the foregoing, no certification or Opinion of Counsel described above in this
Section 5.02(d) will be required in connection with the transfer, on the Closing
Date, of any Residual Certificate by the Depositor to an “accredited investor”
within the meaning of Rule 501 of the 1933 Act.
No
transfer of a Class C Certificate, Class P Certificate or Residual Certificate
or any interest therein shall be made to any Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person acquiring such Certificates with “Plan Assets” of a Plan
within the meaning of the Department of Labor regulation promulgated at 29
C.F.R. § 2510.3-101 (“Plan Assets”), as certified by such transferee in the form
of Exhibit M, unless the Trust Administrator is provided with an Opinion of
Counsel for the benefit of the Trustee, the Trust Administrator, the Depositor,
the Master Servicer and the Servicer and on which they may rely which
establishes to the satisfaction of the Depositor, the Trust Administrator,
the
Servicer and the Master Servicer that the purchase of such Certificates is
permissible under applicable law, will not constitute or result in any
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Depositor, the Master Servicer, the Servicer, the Trust
Administrator, the Trustee or the Trust Fund to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Depositor, the Master Servicer, the Servicer,
the
Trust Administrator, the Trustee or the Trust Fund. Neither a certification
nor
an Opinion of Counsel will be required in connection with (i) the initial
transfer of any such Certificate by the Depositor to an Affiliate of the
Depositor, (ii) the transfer of any such Class C Certificate, Class P
Certificate or Residual Certificate to the issuer under the Indenture or the
indenture trustee under the Indenture or (iii) a transfer of any such Class
C
Certificate, Class P Certificate or Residual Certificate from the issuer under
the Indenture or the indenture trustee under the Indenture to the Depositor
or
an Affiliate of the Depositor (in which case, the Depositor or any Affiliate
thereof shall have deemed to have represented that such Affiliate is not a
Plan
or a Person investing Plan Assets) and the Trust Administrator shall be entitled
to conclusively rely upon a representation (which, upon the request of the
Trust
Administrator, shall be a written representation) from the Depositor of the
status of such transferee as an affiliate of the Depositor.
For
so
long as the Supplemental Interest Trust is in existence, each beneficial owner
of a Floating Rate Certificate or any interest therein, shall be deemed to
have
represented, by virtue of its acquisition or holding of the Floating Rate
Certificate, or interest therein, that either (i) it is not a Plan or (ii)
(A)
it is an accredited investor within the meaning of Prohibited Transaction
Exemption (“PTE”) 90-59, 55 Fed. Reg. 36724 (September 6, 1990), as amended by
PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), PTE 2000-58, 65 Fed. Reg. 67765
(November 13, 2000) and PTE 2002-41, 67 Fed. Reg. 54487 (August 22, 2002) (the
“Exemption”) and (B) the acquisition and holding of such Certificate and the
separate right to receive payments from the Supplemental Interest Trust are
eligible for the exemptive relief available under Prohibited Transaction Class
Exemption (“PTCE”) 84-14, 91-38, 90-1, 95-60 or 96-23, in the case of a
Mezzanine Certificate or PTCE 95-60, in the case of a Class B
Certificate.
Subsequent
to the termination of the Supplemental Interest Trust, each Transferee of a
Mezzanine Certificate or Class B Certificate will be deemed to have represented
by virtue of its purchase or holding of such Certificate (or interest therein)
that either (a) such Transferee is not a Plan or purchasing such Certificate
with Plan Assets, (b) in the case of a Mezzanine Certificate, it has acquired
and is holding such Certificate in reliance on the Exemption and that it
understands that there are certain conditions to the availability of the
Exemption including that such Certificate must be rated, at the time of
purchase, not lower than “BBB-” (or its equivalent) by a Rating Agency or (c)
the following conditions are satisfied: (i) such Transferee is an insurance
company, (ii) the source of funds used to purchase or hold such Certificate
(or
interest therein) is an “insurance company general account” (as defined in U.S.
Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60, and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied.
If
any
Mezzanine Certificate or Private Certificate or any interest therein is acquired
or held in violation of the provisions of the two preceding paragraphs, the
next
preceding permitted beneficial owner will be treated as the beneficial owner
of
that Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any such
Certificate or interest therein was effected in violation of the provisions
of
the two preceding paragraphs shall indemnify and hold harmless the Depositor,
the Master Servicer, the Servicer, the Trust Administrator, the Trustee and
the
Trust from and against any and all liabilities, claims, costs or expenses
incurred by those parties as a result of that acquisition or
holding.
Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions and to have irrevocably
appointed the Depositor or its designee as its attorney-in-fact to negotiate
the
terms of any mandatory sale under clause (v) below and to execute all
instruments of transfer and to do all other things necessary in connection
with
any such sale, and the rights of each Person acquiring any Ownership Interest
in
a Residual Certificate are expressly subject to the following
provisions:
(i) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Trust
Administrator of any change or impending change in its status as a Permitted
Transferee.
(ii) No
Person
shall acquire an Ownership Interest in a Residual Certificate unless such
Ownership Interest is a pro
rata
undivided interest.
(iii) In
connection with any proposed transfer of any Ownership Interest in a Residual
Certificate, the Trust Administrator shall as a condition to registration of
the
transfer, require delivery to it, in form and substance satisfactory to it,
of
each of the following:
|
(A)
|
an
affidavit in the form of Exhibit K hereto from the proposed transferee
to
the effect that such transferee is a Permitted Transferee and that
it is
not acquiring its Ownership Interest in the Residual Certificate
that is
the subject of the proposed transfer as a nominee, trustee or agent
for
any Person who is not a Permitted Transferee;
and
|
|
(B)
|
a
covenant of the proposed transferee to the effect that the proposed
transferee agrees to be bound by and to abide by the transfer restrictions
applicable to the Residual
Certificates.
|
(iv) Any
attempted or purported transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section shall be absolutely
null and void and shall vest no rights in the purported transferee. If any
purported transferee shall, in violation of the provisions of this Section,
become a Holder of a Residual Certificate, then the prior Holder of such
Residual Certificate that is a Permitted Transferee shall, upon discovery that
the registration of transfer of such Residual Certificate was not in fact
permitted by this Section, be restored to all rights as Holder thereof
retroactive to the date of registration of transfer of such Residual
Certificate. The Trust Administrator shall be under no liability to any Person
for any registration of transfer of a Residual Certificate that is in fact
not
permitted by this Section or for making any distributions due on such Residual
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the Trust
Administrator received the documents specified in clause (iii). The Trust
Administrator shall be entitled to recover from any Holder of a Residual
Certificate that was in fact not a Permitted Transferee at the time such
distributions were made all distributions made on such Residual Certificate.
Any
such distributions so recovered by the Trust Administrator shall be distributed
and delivered by the Trust Administrator to the prior Holder of such Residual
Certificate that is a Permitted Transferee.
(v) If
any
Person other than a Permitted Transferee acquires any Ownership Interest in
a
Residual Certificate in violation of the restrictions in this Section, then
the
Trust Administrator shall have the right but not the obligation, without notice
to the Holder of such Residual Certificate or any other Person having an
Ownership Interest therein, to notify the Depositor to arrange for the sale
of
such Residual Certificate. The proceeds of such sale, net of commissions (which
may include commissions payable to the Depositor or its affiliates in connection
with such sale), expenses and taxes due, if any, will be remitted by the Trust
Administrator to the previous Holder of such Residual Certificate that is a
Permitted Transferee, except that in the event that the Trust Administrator
determines that the Holder of such Residual Certificate may be liable for any
amount due under this Section or any other provisions of this Agreement, the
Trust Administrator may withhold a corresponding amount from such remittance
as
security for such claim. The terms and conditions of any sale under this clause
(v) shall be determined in the sole discretion of the Trust Administrator and
it
shall not be liable to any Person having an Ownership Interest in a Residual
Certificate as a result of its exercise of such discretion.
(vi) If
any
Person other than a Permitted Transferee acquires any Ownership Interest in
a
Residual Certificate in violation of the restrictions in this Section, then
the
Trust Administrator upon receipt of reasonable compensation will provide to
the
Internal Revenue Service, and to the persons specified in Sections 860E(e)(3)
and (6) of the Code, information needed to compute the tax imposed under Section
860E(e)(5) of the Code on transfers of residual interests to disqualified
organizations.
The
foregoing provisions of this Section shall cease to apply to transfers occurring
on or after the date on which there shall have been delivered to the Trust
Administrator, in form and substance satisfactory to the Trust Administrator,
(i) written notification from each Rating Agency that the removal of the
restrictions on transfer set forth in this Section will not cause such Rating
Agency to downgrade its rating of the Certificates and (ii) an Opinion of
Counsel to the effect that such removal will not cause any REMIC created
hereunder to fail to qualify as a REMIC.
(e) No
service charge shall be made for any registration of transfer or exchange of
Certificates of any Class, but the Certificate Registrar may require payment
of
a sum sufficient to cover any tax or governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
All
Certificates surrendered for registration of transfer or exchange shall be
canceled by the Certificate Registrar and disposed of pursuant to its standard
procedures.
| SECTION 5.03 |
Mutilated,
Destroyed, Lost or Stolen
Certificates.
|
If
(i)
any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (ii) there is delivered to the Trustee,
the
Depositor and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Trustee Administrator, the Trustee or the Certificate Registrar that
such
Certificate has been acquired by a bona fide purchaser, the Trust Administrator
shall execute on behalf of the Trust, authenticate and deliver, in exchange
for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
new
Certificate of like tenor and Percentage Interest. Upon the issuance of any
new
Certificate under this Section, the Trust Administrator or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee and the Certificate
Registrar) in connection therewith. Any duplicate Certificate issued pursuant
to
this Section, shall constitute complete and indefeasible evidence of ownership
in the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.
| SECTION 5.04 |
Persons
Deemed Owners.
|
The
Servicer, the Depositor, the Master Servicer, the Trust Administrator, the
Trustee, the Certificate Registrar, any Paying Agent and any agent of the
Servicer, the Depositor, the Master Servicer, the Trust Administrator, the
Trustee, the Certificate Registrar or any Paying Agent may treat the Person,
including a Depository, in whose name any Certificate is registered as the
owner
of such Certificate for the purpose of receiving distributions pursuant to
Section 4.01 and for all other purposes whatsoever, and none of the Depositor,
the Master Servicer, the Trust Administrator, the Trustee, the Certificate
Registrar or any Paying Agent nor any agent of any of them shall be affected
by
notice to the contrary.
| SECTION 5.05 |
Appointment
of Paying Agent.
|
(a) The
Paying Agent shall make distributions to Certificateholders from the
Distribution Account pursuant to Section 4.01. The duties of the Paying Agent
may include the obligation (i) to withdraw funds from the Collection Account
pursuant to Section 3.11(a) and for the purpose of making the distributions
referred to above and (ii) to distribute statements and provide information
to
Certificateholders as required hereunder. The Paying Agent hereunder shall
at
all times be an entity duly organized and validly existing under the laws of
the
United States of America or any state thereof, authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authorities. The Paying Agent shall initially be the Trust
Administrator.
ARTICLE
VI
THE
MASTER SERVICER AND THE DEPOSITOR
| SECTION 6.01 |
Liability
of the Master Servicer, the Servicer and the
Depositor.
|
The
Master Servicer and the Servicer shall be liable in accordance herewith only
to
the extent of the obligations specifically imposed upon and undertaken by the
Master Servicer and Servicer herein. The Depositor shall be liable in accordance
herewith only to the extent of the obligations specifically imposed upon and
undertaken by the Depositor.
| SECTION 6.02 |
Merger
or Consolidation of, or Assumption of the Obligations of, the Master
Servicer or the Depositor.
|
Any
entity into which the Servicer, the Master Servicer or Depositor may be merged
or consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Servicer the Master Servicer or the Depositor shall
be a party, or any corporation succeeding to the business of the Servicer the
Master Servicer or the Depositor, shall be the successor of the Servicer the
Master Servicer or the Depositor, as the case may be, hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the successor Servicer shall satisfy all the requirements of
Section 7.02 with respect to the qualifications of a successor
Servicer.
| SECTION 6.03 |
Limitation
on Liability of the Servicer, the Master Servicer and
Others.
|
Neither
the Master Servicer, the Servicer or the Depositor nor any of the directors
or
officers or employees or agents of the Master Servicer, the Servicer or the
Depositor shall be under any liability to the Trust or the Certificateholders
for any action taken or for refraining from the taking of any action by the
Master Servicer, the Servicer or the Depositor in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Master Servicer, the Servicer, the Depositor or any such
Person against any liability which would otherwise be imposed by reason of
its
willful misfeasance, bad faith or negligence in the performance of duties of
the
Master Servicer, the Servicer or the Depositor, as the case may be, or by reason
of its reckless disregard of its obligations and duties of the Master Servicer,
the Servicer or the Depositor, as the case may be, hereunder; provided, further,
that this provision shall not be construed to entitle the Master Servicer and
the Servicer to indemnity in the event that amounts advanced by the Master
Servicer and the Servicer to retire any senior lien exceed Liquidation Proceeds
(in excess of related liquidation expenses) realized with respect to the related
Mortgage Loan. The Master Servicer and the Servicer and any director or officer
or employee or agent of the Master Servicer and the Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted
by
any Person respecting any matters arising hereunder. The Master Servicer and
the
Servicer and the Depositor, and any director or officer or employee or agent
of
the Master Servicer and the Servicer or the Depositor, shall be indemnified
by
the Trust and held harmless against (i) any loss, liability or expense incurred
in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense related to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) and any loss,
liability or expense incurred by reason of its willful misfeasance, bad faith
or
negligence in the performance of duties hereunder or by reason of its reckless
disregard of obligations and duties hereunder or (ii) any breach of a
representation or warranty by either Originator regarding the Mortgage Loans.
The Master Servicer, the Servicer or the Depositor may undertake any such action
which it may deem necessary or desirable in respect of this Agreement, and
the
rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the reasonable legal expenses
and
costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of the Trust and the Depositor, the Master Servicer,
or
the Servicer shall be entitled to be reimbursed therefor from the Collection
Account as and to the extent provided in Section 3.11, any such right of
reimbursement being prior to the rights of the Certificateholders to receive
any
amount in the Collection Account. The Master Servicer’s and the Servicer’s right
to indemnity or reimbursement pursuant to this Section shall survive any
resignation or termination of the Master Servicer and the Servicer pursuant
to
Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities
arising prior to such resignation or termination (or arising from events that
occurred prior to such resignation or termination). This paragraph shall apply
to the Master Servicer and the Servicer solely in their capacity as Master
Servicer and Servicer hereunder and in no other capacities.
| SECTION 6.04 |
Limitation
on Resignation of the Servicer; Assignment of Master
Servicing.
|
The
Servicer shall not resign from the obligations and duties hereby imposed on
it
except upon determination that its duties hereunder are no longer permissible
under applicable law. Any such determination pursuant to the preceding sentence
permitting the resignation of the Servicer shall be evidenced by an Opinion
of
Counsel to such effect obtained at the expense of the Servicer and delivered
to
the Trustee, the Trust Administrator and the Master Servicer. No resignation
of
the Servicer shall become effective until the Master Servicer or (if the Master
Servicer is the Servicer) the Trustee or a successor servicer shall have assumed
the Servicer’s responsibilities, duties, liabilities (other than those
liabilities arising prior to the appointment of such successor) and obligations
under this Agreement.
Except
as
expressly provided herein, the Servicer shall not assign or transfer any of
its
rights, benefits or privileges hereunder to any other Person, or delegate to
or
subcontract with, or authorize or appoint any other Person to perform any of
the
duties, covenants or obligations to be performed by the Servicer hereunder.
The
foregoing prohibition on assignment shall not prohibit the Servicer from
designating a Sub-Servicer as payee of any indemnification amount payable to
the
Servicer hereunder; provided, however, no Sub-Servicer shall be a third-party
beneficiary hereunder and the parties hereto shall not be required to recognize
any Subservicer as an indemnitee under this Agreement.
The
Master Servicer may sell, assign or delegate its rights, duties and obligations
as Master Servicer under this Agreement in their entirety; provided, however,
that: (i) the purchaser or transferee accepting such sale, assignment and
delegation (a) shall be a Person qualified to service mortgage loans for ▇▇▇▇▇▇
▇▇▇ or ▇▇▇▇▇▇▇ Mac; (b) shall have a net worth of not less than $50,000,000
(unless otherwise approved by each Rating Agency pursuant to clause (ii) below);
(c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing
signed by the Trustee); and (d) shall execute and deliver to the Trustee an
agreement, in form and substance reasonably satisfactory to the Trustee, which
contains an assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or observed by it
as
master servicer under this Agreement from and after the effective date of such
assumption agreement; (ii) each Rating Agency shall be given prior written
notice of the identity of the proposed successor to the Master Servicer and
shall confirm in writing to the Master Servicer and the Trustee that any such
sale, assignment or delegation would not result in a withdrawal or a downgrading
of the rating on any Class of Certificates in effect immediately prior to such
sale, assignment or delegation; and (iii) the Master Servicer shall deliver
to
the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent to such action under this Agreement have been
fulfilled and such action is permitted by and complies with the terms of this
Agreement. No such sale, assignment or delegation shall affect any liability
of
the Master Servicer arising prior to the effective date thereof.
| SECTION 6.05 |
Successor
Master Servicer.
|
In
connection with the appointment of any successor Master Servicer or the
assumption of the duties of the Master Servicer, the Depositor or the Trustee
may make such arrangements for the compensation of such successor Master
Servicer out of payments on the Mortgage Loans as the Depositor or the Trustee
and such successor Master Servicer shall agree. If the successor Master Servicer
does not agree that such market value is a fair price, such successor Master
Servicer shall obtain two quotations of market value from third parties actively
engaged in the master servicing of single-family mortgage loans. Notwithstanding
the foregoing, the compensation payable to a successor Master Servicer may
not
exceed the compensation which the Master Servicer would have been entitled
to
retain if the Master Servicer had continued to act as Master Servicer
hereunder.
| SECTION 6.06 |
Delegation
of Duties.
|
In
the
ordinary course of business, the Servicer at any time may delegate any of its
duties hereunder to any Person, including any of its Affiliates, who agrees
to
conduct such duties in accordance with standards comparable to those set forth
in Section 3.01. Such delegation shall not relieve the Servicer of its
liabilities and responsibilities with respect to such duties and shall not
constitute a resignation within the meaning of Section 6.04. Except as provided
in Section 3.02, no such delegation is permitted that results in the delegee
subservicing any Mortgage Loans.
| SECTION 6.07 |
[Reserved].
|
| SECTION 6.08 |
Inspection.
|
The
Servicer, in its capacity as Servicer, shall afford the Depositor, the Master
Servicer, the Trust Administrator and the Trustee, upon reasonable notice,
during normal business hours, access to all records maintained by the Servicer
in respect of its rights and obligations hereunder and access to officers of
the
Servicer responsible for such obligations.
| SECTION 6.09 |
Duties
of the Credit Risk Manager.
|
For
and
on behalf of the Depositor, the Credit Risk Manager will provide reports and
recommendations concerning certain delinquent and defaulted Mortgage Loans,
and
as to the collection of any Prepayment Charges with respect to the Mortgage
Loans. Such reports and recommendations will be based upon information provided
to the Credit Risk Manager pursuant to the respective Credit Risk Management
Agreement, and the Credit Risk Manager shall look solely to the Servicer and/or
Master Servicer, as applicable, for all information and data (including loss
and
delinquency information and data) relating to the servicing of the Mortgage
Loans. Upon any termination of the Credit Risk Manager or the appointment of
a
successor Credit Risk Manager, the Depositor shall give written notice thereof
to the Servicer, the Trustee, the Master Servicer, the Trust Administrator
and
each Rating Agency. Notwithstanding the foregoing, the termination of the Credit
Risk Manager pursuant to this Section shall not become effective until the
appointment of a successor Credit Risk Manager.
| SECTION 6.10 |
Limitation
Upon Liability of the Credit Risk
Manager.
|
Neither
the Credit Risk Manager, nor any of its directors, officers, employees, or
agents shall be under any liability to the Trustee, the Certificateholders,
the
Trust Administrator, the Servicer and/or the Master Servicer or the Depositor
for any action taken or for refraining from the taking of any action made in
good faith pursuant to this Agreement, in reliance upon information provided
by
the Servicer and/or the Master Servicer under the Credit Risk Management
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Credit Risk Manager or any such person against liability
that would otherwise be imposed by reason of willful malfeasance or bad faith
in
its performance of its duties. The Credit Risk Manager and any director,
officer, employee, or agent of the Credit Risk Manager may rely in good faith
on
any document of any kind prima
facie
properly
executed and submitted by any Person respecting any matters arising hereunder,
and may rely in good faith upon the accuracy of information furnished by the
Servicer and/or the Master Servicer pursuant to the Credit Risk Management
Agreement in the performance of its duties thereunder and
hereunder.
| SECTION 6.11 |
Removal
of the Credit Risk Manager.
|
The
Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in the
exercise of its or their sole discretion. The Certificateholders shall provide
written notice of the Credit Risk Manager’s removal to the Trust Administrator.
Upon receipt of such notice, the Trust Administrator shall provide written
notice to the Credit Risk Manager of its removal, which shall be effective
upon
receipt of such notice by the Credit Risk Manager.
ARTICLE
VII
DEFAULT
| SECTION 7.01 |
Master
Servicer Events of Termination and Servicer Events of
Termination.
|
(a) If
any
one of the following events (“Servicer Events of Termination”) shall occur and
be continuing:
(i) The
failure by the Servicer to make any Advance; or (B) any other failure by the
Servicer to deposit in the Collection Account or Distribution Account any
deposit required to be made under the terms of this Agreement which continues
unremedied for a period of one Business Day after the date upon which written
notice (which shall also be provided via facsimile at the number listed in
Section 11.05 of this Agreement) of such failure shall have been given to the
Servicer by the Trust Administrator or to the Servicer and the Trust
Administrator by any Holders of a Regular Certificate evidencing at least 25%
of
the Voting Rights; or
(ii) The
failure by the Servicer to make any required Servicing Advance which failure
continues unremedied for a period of 30 days, or the failure by the Servicer
duly to observe or perform, in any material respect, any other covenants,
obligations or agreements of the Servicer as set forth in this Agreement, which
failure continues unremedied for a period of 30 days, after the date (A) on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Servicer by the Trust Administrator or to the Trust
Administrator by any Holders of a Regular Certificate evidencing at least 25%
of
the Voting Rights or (B) of actual knowledge of such failure by a Servicing
Officer of the Servicer; or
(iii) The
entry
against the Servicer of a decree or order by a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a trustee,
conservator, receiver or liquidator in any insolvency, conservatorship,
receivership, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding up or liquidation of its affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 days; or
(iv) The
Servicer shall voluntarily go into liquidation, consent to the appointment
of a
conservator or receiver or liquidator or similar person in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Servicer or of or relating to all or
substantially all of its property; or a decree or order of a court or agency
or
supervisory authority having jurisdiction in the premises for the appointment
of
a conservator, receiver, liquidator or similar person in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Servicer and such decree or order shall have remained
in force undischarged, unbonded or unstayed for a period of 60 days; or the
Servicer shall admit in writing its inability to pay its debts generally as
they
become due, file a petition to take advantage of any applicable insolvency
or
reorganization statute, make an assignment for the benefit of its creditors
or
voluntarily suspend payment of its obligations;
then,
and
in each and every such case, so long as a Servicer Event of Termination shall
not have been remedied within the applicable grace period, (x) with respect
solely to clause (i)(A) above, if such Advance is not made by 5:00 P.M., New
York time, on the Business Day immediately following the Servicer Remittance
Date (provided the Trust Administrator shall give the Servicer notice of such
failure to advance by 5:00 P.M. New York time on the Servicer Remittance Date),
the Trust Administrator shall terminate all of the rights and obligations of
the
Servicer under this Agreement, to the extent permitted by law, and in and to
the
Mortgage Loans and the proceeds thereof and the Master Servicer or the Trustee
(as
successor master servicer and servicer),
or a
successor servicer appointed in accordance with Section 7.02, shall make such
Advance in accordance with Section 4.04 and assume, pursuant to Section 7.02,
the duties of a successor Servicer and (y) in the case of (i)(B), (ii), (iii),
(iv) and (v) above, the Trust Administrator shall, at the direction of the
Holders of each Class of Regular Certificates evidencing Percentage Interests
aggregating not less than 51%, by notice then given in writing to the Servicer
(and to the Trust Administrator if given by Holders of Certificates), terminate
all of the rights and obligations of the Servicer as servicer under this
Agreement. Any such notice to the Servicer shall also be given to each Rating
Agency, the Depositor and the Servicer. On or after the receipt by the Servicer
(and by the Trustee if such notice is given by the Holders) of such written
notice, all authority and power of the Servicer under this Agreement, whether
with respect to the Certificates or the Mortgage Loans or otherwise, shall
pass
to and be vested in the Trustee pursuant to and under this Section; and, without
limitation, and the Master Servicer and the Trustee are hereby authorized and
empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement of each Mortgage Loan and related documents or otherwise. The
Servicer agrees to cooperate with the Master Servicer and the Trustee (or the
applicable successor Servicer) in effecting the termination of the
responsibilities and rights of the Servicer hereunder, including, without
limitation, the delivery to the Master Servicer and the Trustee (as successor
master servicer and servicer) of all documents and records requested by it
to
enable it to assume the Servicer’s functions under this Agreement within ten
Business Days subsequent to such notice, the transfer within one Business Day
subsequent to such notice to the Trustee (or the applicable successor Servicer)
for the administration by it of all cash amounts that shall at the time be
held
by the Servicer and to be deposited by it in the Collection Account, the
Distribution Account, any REO Account or any Servicing Account or that have
been
deposited by the Servicer in such accounts or thereafter serviced by the
Servicer with respect to the Mortgage Loans or any REO Property received by
the
Servicer (provided, however, that the Servicer shall continue to be entitled
to
receive all amounts accrued or owing to it under this Agreement on or prior
to
the date of such termination, whether in respect of Advances, Servicing
Advances, accrued Servicing Fees or otherwise, and shall continue to be entitled
to the benefits of Section 6.03, notwithstanding any such termination, with
respect to events occurring prior to such termination). All reasonable costs
and
expenses (including attorneys’ fees) incurred in connection with transferring
the Mortgage Files to the successor Servicer and amending this Agreement to
reflect such succession as Servicer pursuant to this Section shall be paid
by
the predecessor Servicer (or if the predecessor Servicer is the Trustee, the
initial Servicer) upon presentation of reasonable documentation of such costs
and expenses and to the extent not paid by the Servicer, by the Trust.
(b) “Master
Servicer Event of Termination,” wherever used herein, means any one of the
following events:
(1) the
Master Servicer fails to cause to be deposited in the Distribution Account
any
amount so required to be deposited pursuant to this Agreement (other than an
Advance), and such failure continues unremedied for a period of three Business
Days after the date upon which written notice of such failure, requiring the
same to be remedied, shall have been given to the Master Servicer;
or
(2) the
Master Servicer fails to observe or perform in any material respect any other
material covenants and agreements set forth in this Agreement to be performed
by
it, which covenants and agreements materially affect the rights of
Certificateholders, and such failure continues unremedied for a period of 60
days after the date on which written notice of such failure, properly requiring
the same to be remedied, shall have been given to the Master Servicer by the
Trustee or to the Master Servicer and the Trustee by the Holders of Certificates
evidencing not less than 25% of the Voting Rights; or
(3) there
is
entered against the Master Servicer a decree or order by a court or agency
or
supervisory authority having jurisdiction in the premises for the appointment
of
a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the winding
up or liquidation of its affairs, and the continuance of any such decree or
order is unstayed and in effect for a period of 60 consecutive days, or an
involuntary case is commenced against the Master Servicer under any applicable
insolvency or reorganization statute and the petition is not dismissed within
60
days after the commencement of the case; or
(4) the
Master Servicer consents to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to the Master Servicer or
substantially all of its property; or the Master Servicer admits in writing
its
inability to pay its debts generally as they become due, files a petition to
take advantage of any applicable insolvency or reorganization statute, makes
an
assignment for the benefit of its creditors, or voluntarily suspends payment
of
its obligations; or
(5) the
Master Servicer assigns or delegates its duties or rights under this Agreement
in contravention of the provisions permitting such assignment or delegation
under Section 6.05; or
(6) any
failure of the Master Servicer to make any Advance (other than a Nonrecoverable
Advance) required to be made from its own funds pursuant to Section 4.03 by
5:00 p.m. New York time on the Business Day prior to the applicable Distribution
Date.
In
each
and every such case, so long as such Master Servicer Event of Termination with
respect to the Master Servicer shall not have been remedied, either the Trustee
or the Holders of Certificates evidencing not less than 51% of the Voting
Rights, by notice in writing to the Depositor, the Master Servicer (and to
the
Trustee if given by such Certificateholders), with a copy to the Rating
Agencies, may terminate all of the rights and obligations (but not the
liabilities) of the Master Servicer under this Agreement and in and to the
Mortgage Loans and/or the REO Property master serviced by the Master Servicer
and the proceeds thereof. Upon the receipt by the Master Servicer of the written
notice, all authority and power of the Master Servicer under this Agreement,
whether with respect to the Certificates, the Mortgage Loans, REO Property
or
under any other related agreements (but only to the extent that such other
agreements relate to the Mortgage Loans or related REO Property) shall, subject
to Section 7.03, automatically and without further action pass to and be
vested in the Trustee(as successor master servicer and servicer) pursuant to
this Section 7.01(b); and, without limitation, the Trustee (as successor
master servicer and servicer) is hereby authorized and empowered to execute
and
deliver, on behalf of the Master Servicer as attorney-in-fact or otherwise,
any
and all documents and other instruments and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment
of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer’s rights and obligations hereunder, including, without limitation, the
transfer to the Trustee of (i) the property and amounts which are then or should
be part of the Trust Fund or which thereafter become part of the Trust Fund;
and
(ii) originals or copies of all documents of the Master Servicer reasonably
requested by the Trustee to enable it to assume the Master Servicer’s duties
thereunder. In addition to any other amounts which are then, or, notwithstanding
the termination of its activities under this Agreement, may become payable
to
the Master Servicer under this Agreement, the Master Servicer shall be entitled
to receive, out of any amount received on account of a Mortgage Loan or related
REO Property, that portion of such payments which it would have received as
reimbursement under this Agreement if notice of termination had not been given.
The termination of the rights and obligations of the Master Servicer shall
not
affect any obligations incurred by the Master Servicer prior to such
termination.
Notwithstanding
the foregoing, if a Master Servicer Event of Termination described in clause
(v)
of this Section 7.01(b) shall occur, the Trustee shall, by notice in
writing to the Master Servicer, which may be delivered by telecopy, immediately
terminate all of the rights and obligations of the Master Servicer thereafter
arising under this Agreement, but without prejudice to any rights it may have
as
a Certificateholder or to reimbursement of Advances and other advances of its
own funds, and the Trustee shall (as successor master servicer) act as provided
in Section 7.03 to carry out the duties of the Master Servicer, including
the obligation to make any Advance the nonpayment of which was a Master Servicer
Event of Termination described in clause (vi) of this Section 7.01(b). Any
such action taken by the Trustee or the Trust Administrator must be prior to
the
distribution on the relevant Distribution Date.
| SECTION 7.02 |
Master
Servicer or Trustee to Act; Appointment of Successor
Servicer.
|
(a) Within
90
days of the time the Servicer (and the Trustee, if notice is sent by the
Holders) receives a notice of termination pursuant to Section 7.01 or 6.04,
the
Master Servicer or (if the Master Servicer is the Servicer) the Trustee (or
such
other successor Servicer as is approved in accordance with this Agreement)
shall
be the successor in all respects to the Servicer in its capacity as servicer
under this Agreement and the transactions set forth or provided for herein
and
shall be subject to all the responsibilities, duties and liabilities relating
thereto placed on the Servicer by the terms and provisions hereof arising on
and
after its succession. Notwithstanding the foregoing, the parties hereto agree
that the Master Servicer or the Trustee, in its capacity as successor Servicer,
immediately will assume all of the obligations of the Servicer to make advances.
Notwithstanding the foregoing, the Master Servicer or the Trustee, in its
capacity as successor Servicer, shall not be responsible for the lack of
information and/or documents that it cannot obtain through reasonable efforts.
As compensation therefor, the Master Servicer or the Trustee (or such other
successor Servicer) shall be entitled to such compensation as the Servicer
would
have been entitled to hereunder if no such notice of termination had been given.
Notwithstanding the above, (i) if the Master Servicer or the Trustee is
unwilling to act as successor Servicer or (ii) if the Master Servicer or the
Trustee is legally unable so to act, the Master Servicer or Trustee shall
appoint or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution, bank or other mortgage loan
or
home equity loan servicer having a net worth of not less than $50,000,000 as
the
successor to the Servicer hereunder in the assumption of all or any part of
the
responsibilities, duties or liabilities of the Servicer hereunder; provided,
that the appointment of any such successor Servicer will not result in the
qualification, reduction or withdrawal of the ratings assigned to the
Certificates by the Rating Agencies as evidenced by a letter to such effect
from
the Rating Agencies. Pending appointment of a successor to the Servicer
hereunder, the Master Servicer or the Trustee shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
successor shall be entitled to receive compensation out of payments on Mortgage
Loans in an amount equal to the compensation which the Servicer would otherwise
have received pursuant to Section 3.18 (or such other compensation as the Master
Servicer or the Trustee and such successor shall agree, not to exceed the
Servicing Fee). The appointment of a successor Servicer shall not affect any
liability of the predecessor Servicer which may have arisen under this Agreement
prior to its termination as Servicer to pay any deductible under an insurance
policy pursuant to Section 3.14 or to reimburse the Master Servicer or Trustee
pursuant to Section 3.06), nor shall any successor Servicer be liable for any
acts or omissions of the predecessor Servicer or for any breach by such Servicer
of any of its representations or warranties contained herein or in any related
document or agreement. The Master Servicer or the Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary
to
effectuate any such succession. All Servicing Transfer Costs shall be paid
by
the predecessor Servicer upon presentation of reasonable documentation of such
costs, and if such predecessor Servicer defaults in its obligation to pay such
costs, such costs shall be paid by the successor Servicer, the Master Servicer
or the Trustee (in which case the successor Servicer, the Master Servicer or
the
Trustee, as applicable, shall be entitled to reimbursement therefor from the
assets of the Trust).
(b) Any
successor to the Servicer, including the Master Servicer or the Trustee, shall
during the term of its service as servicer continue to service and administer
the Mortgage Loans for the benefit of Certificateholders, and maintain in force
a policy or policies of insurance covering errors and omissions in the
performance of its obligations as Servicer hereunder and a fidelity bond in
respect of its officers, employees and agents to the same extent as the Servicer
is so required pursuant to Section 3.14.
(c) In
connection with the resignation, removal or expiration of the term of the
Servicer hereunder, or in connection with the resignation or removal of any
successor to the Servicer (or any other successor to the Servicer appointed
hereunder) acting as successor Servicer hereunder, either (i) the successor
Servicer, (or any other successor to the Servicer appointed hereunder) acting
as
successor Servicer hereunder, shall represent and warrant that it is a member
of
MERS in good standing and shall agree to comply in all material respects with
the rules and procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS, in which case the predecessor
Servicer shall cooperate with the successor Servicer in causing MERS to revise
its records to reflect the transfer of servicing to the successor Servicer
as
necessary under MERS’ rules and regulations or (ii) the predecessor Servicer
shall cooperate with the successor Servicer in causing MERS to execute and
deliver an assignment of Mortgage in recordable form to transfer the Mortgage
from MERS to the Master Servicer or the Trustee and to execute and deliver
such
other notices, documents and other instruments as may be necessary or desirable
to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan
on
the MERS® System to the successor Servicer. The predecessor Servicer shall file
or cause to be filed any such assignment in the appropriate recording office.
The predecessor Servicer shall bear any and all fees of MERS, costs of preparing
any assignments of Mortgage, and fees and costs of filing any assignments of
Mortgage that may be required under this paragraph.
| SECTION 7.03 |
Trustee
to Act; Appointment of Successor Master
Servicer.
|
(a) Upon
the
receipt by the Master Servicer of a notice of termination pursuant to
Section 7.01(b) or an Opinion of Counsel rendered by Independent counsel
pursuant to Section 6.05(b) to the effect that the Master Servicer is
legally unable to act or to delegate its duties to a Person which is legally
able to act, the Trustee shall automatically become the successor in all
respects to the Master Servicer in its capacity under this Agreement and the
transactions set forth or provided for herein and shall thereafter be subject
to
all the responsibilities, duties, liabilities and limitations on liabilities
relating thereto placed on the Master Servicer by the terms and provisions
hereof; provided, however, that the Trustee (i) shall have no obligation
whatsoever with respect to any liability (other than Advances deemed recoverable
and not previously made) incurred by the Master Servicer at or prior to the
time
of termination and (ii) shall not be obligated to perform any obligation of
the
Master Servicer under Section 3.20 or 3.21 with respect to any period of time
during which the Trustee was not the Master Servicer. As compensation therefor,
but subject to Section 6.05, the Trustee shall be entitled to compensation
which the Master Servicer would have been entitled to retain if the Master
Servicer had continued to act hereunder, except for those amounts due the Master
Servicer as reimbursement permitted under this Agreement for advances previously
made or expenses previously incurred. Notwithstanding the above, the Trustee
may, if it shall be unwilling so to act, or shall, if it is legally unable
so to
act, appoint or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution which is a ▇▇▇▇▇▇ ▇▇▇- or
▇▇▇▇▇▇▇ Mac-approved servicer, and with respect to a successor to the Master
Servicer only, having a net worth of not less than $10,000,000, as the successor
to the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder;
provided, that the Depositor shall obtain consent and a letter or other evidence
each Rating Agency that the ratings, if any, on each of the Certificates will
not be lowered as a result of the selection of the successor to the Master
Servicer. Pending appointment of a successor to the Master Servicer hereunder,
the Trustee shall act in such capacity as hereinabove provided. In connection
with such appointment and assumption, the Trustee may make such arrangements
for
the compensation of such successor out of payments on the Mortgage Loans as
it
and such successor shall agree; provided, however, that the provisions of
Section 6.05 shall apply, the compensation shall not be in excess of that
which the Master Servicer would have been entitled to if the Master Servicer
had
continued to act hereunder, and that such successor shall undertake and assume
the obligations of the Trustee to pay compensation to any third Person acting
as
an agent or independent contractor in the performance of master servicing
responsibilities hereunder. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate
any
such succession.
If
the
Master Servicer and the Trust Administrator are the same entity, then at any
time the Master Servicer resigns or is removed as Master Servicer, the Trust
Administrator shall also be removed hereunder. All reasonable Master Servicing
Transfer Costs shall be paid by the predecessor Master Servicer (or, if the
Trustee is the predecessor master servicer, the Trust Fund) upon presentation
of
reasonable documentation of such costs, and if such predecessor Master Servicer
defaults in its obligation to pay such costs, such costs shall be paid by the
successor Master Servicer or the Trustee (in which case the successor Master
Servicer or the Trustee, as applicable, shall be entitled to reimbursement
therefor from the assets of the Trust Fund).
If
the
Trustee shall succeed to any duties of the Master Servicer respecting the
Mortgage Loans as provided herein, it shall do so in a separate capacity and
not
in its capacity as Trustee and, accordingly, the provisions of Article VIII
shall be inapplicable to the Trustee in its duties as the successor to the
Master Servicer in the master servicing of the Mortgage Loans (although such
provisions shall continue to apply to the Trustee in its capacity as Trustee);
the provisions of Article VI, however, shall apply to it in its capacity as
successor Master Servicer.
| SECTION 7.04 |
Waiver
of Defaults.
|
The
Majority Certificateholders may, on behalf of all Certificateholders, waive
any
events permitting removal of the Servicer as servicer pursuant to this Article
VII, provided, however, that the Majority Certificateholders may not waive
a
default in making a required distribution on a Certificate without the consent
of the Holder of such Certificate. Upon any waiver of a past default, such
default shall cease to exist and any or Master Servicer Event of Termination
arising therefrom shall be deemed to have been remedied for every purpose of
this Agreement. No such waiver shall extend to any subsequent or other default
or impair any right consequent thereto except to the extent expressly so waived.
Notice of any such waiver shall be given by the Trust Administrator or the
Trustee as applicable, to the Rating Agencies.
| SECTION 7.05 |
Notification
to Certificateholders.
|
(a) Upon
any
termination or appointment of a successor to the Servicer or the Master Servicer
pursuant to this Article VII or Section 6.04, the Trust Administrator, or in
the
event of the termination of the Master Servicer, the Trustee (or such other
trust administrator) shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register and each Rating Agency.
(b) No
later
than 60 days after the occurrence of any event which constitutes or which,
with
notice or a lapse of time or both, would constitute a Servicer Event of
Termination or a Master Servicer Event of Termination for five Business Days
after a Responsible Officer of the Trust Administrator (in the case of a
Servicer Event of Termination) or the Trustee (in the case of a Master Servicer
Event of Termination) becomes aware of the occurrence of such an event, the
Trust Administrator or Trustee, as applicable, shall transmit by mail to the
Credit Risk Manager and all Certificateholders notice of such occurrence unless
such default, Servicer Event of Termination or Master Servicer Event of
Termination shall have been waived or cured.
| SECTION 7.06 |
Survivability
of Servicer and Master Servicer
Liabilities.
|
Notwithstanding
anything herein to the contrary, upon termination of the Servicer or the Master
Servicer hereunder, any liabilities of the Servicer or the Master Servicer,
as
applicable, which accrued prior to such termination shall survive such
termination.
ARTICLE
VIII
THE
TRUSTEE AND THE TRUST ADMINISTRATOR
| SECTION 8.01 |
Duties
of Trustee and Trust Administrator.
|
The
Trustee and the Trust Administrator, prior to the occurrence of a Servicer
Event
of Termination or Master Servicer Event of Termination and after the curing
of
all Servicer Events of Termination or Master Servicer Events of Termination
which may have occurred, undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement. If a Servicer Event of
Termination or Master Servicer Event of Termination has occurred (which has
not
been cured) of which a Responsible Officer has knowledge, each of the Trustee
and the Trust Administrator shall exercise such of the rights and powers vested
in it by this Agreement, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in
the
conduct of his own affairs.
Each
of
the Trustee and the Trust Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to it which are specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to determine
whether they conform to the requirements of this Agreement; provided, however,
that neither the Trustee nor the Trust Administrator will be responsible for
the
accuracy or content of any such resolutions, certificates, statements, opinions,
reports, documents or other instruments. If any such instrument is found not
to
conform to the requirements of this Agreement in a material manner the Trustee
or the Trust Administrator, as applicable, shall take such action as it deems
appropriate to have the instrument corrected, and if the instrument is not
corrected to the Trustee’s or the Trust Administrator’s satisfaction, the
Trustee or the Trust Administrator, as applicable, will provide notice thereof
to the Certificateholders.
No
provision of this Agreement shall be construed to relieve the Trustee or the
Trust Administrator from liability for its own negligent action, its own
negligent failure to act or its own misconduct; provided, however,
that:
(i) prior
to
the occurrence of a Servicer Event of Termination or Master Servicer Event
of
Termination, and after the curing of all such Servicer Events of Termination
or
Master Servicer Events of Termination which may have occurred, the duties and
obligations of the Trustee and the Trust Administrator shall be determined
solely by the express provisions of this Agreement, the Trustee and the Trust
Administrator shall not be liable except for the performance of such duties
and
obligations as are specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this Agreement against the Trustee
or the Trust Administrator and, in the absence of bad faith on the part of
the
Trustee or the Trust Administrator, as applicable, the Trustee or the Trust
Administrator, as applicable, may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee or the Trust Administrator,
as
the case may be, and conforming to the requirements of this
Agreement;
(ii) neither
the Trustee nor the Trust Administrator shall be personally liable for an error
of judgment made in good faith by a Responsible Officer of the Trustee or the
Trust Administrator, as applicable, unless it shall be proved that the Trustee
or the Trust Administrator, as the case may be, was negligent in ascertaining
the pertinent facts;
(iii) neither
the Trustee nor the Trust Administrator shall be personally liable with respect
to any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the Majority Certificateholders relating to
the
time, method and place of conducting any proceeding for any remedy available
to
the Trustee or the Trust Administrator, as applicable, or exercising or omitting
to exercise any trust or power conferred upon the Trustee, under this Agreement;
and
(iv) the
Trustee shall not be charged with knowledge of any failure by the Servicer
to
comply with the obligations of the Servicer referred to in clauses (i) and
(ii)
of Section 7.01(a) or of the existence of any Servicer Event of Termination
unless a Responsible Officer of the Trustee at the Corporate Trust Office
obtains actual knowledge of such failure or the Trustee receives written notice
of such failure from the Depositor, the Servicer or the Majority
Certificateholders.
Neither
the Trustee nor the Trust Administrator shall be required to expend or risk
its
own funds or otherwise incur financial liability in the performance of any
of
its duties hereunder, or in the exercise of any of its rights or powers, if
there is reasonable ground for believing that the repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured
to
it, and none of the provisions contained in this Agreement shall in any event
require the Trustee to perform, or be responsible for the manner of performance
of, any of the obligations of the Master Servicer under this Agreement, except
during such time, if any, as the Trustee shall be the successor to, and be
vested with the rights, duties, powers and privileges of, the Master Servicer
in
accordance with the terms of this Agreement.
| SECTION 8.02 |
Certain
Matters Affecting the Trustee and the Trust
Administrator.
|
(a) Except
as
otherwise provided in Section 8.01:
(i) either
the Trustee or the Trust Administrator may request and rely upon, and shall
be
protected in acting or refraining from acting upon, any resolution, Officers’
Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond
or
other paper or document reasonably believed by it to be genuine and to have
been
signed or presented by the proper party or parties, and the manner of obtaining
consents and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable regulations as the
Trustee or the Trust Administrator may prescribe;
(ii) either
the Trustee or the Trust Administrator may consult with counsel and any Opinion
of Counsel shall be full and complete authorization and protection in respect
of
any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such Opinion of Counsel;
(iii) neither
the Trustee nor the Trust Administrator shall be under any obligation to
exercise any of the rights or powers vested in it by this Agreement, or to
institute, conduct or defend any litigation hereunder or in relation hereto,
at
the request, order or direction of any of the Certificateholders, pursuant
to
the provisions of this Agreement, unless such Certificateholders, shall have
offered to the Trustee or the Trust Administrator, as applicable, reasonable
security or indemnity against the costs, expenses and liabilities which may
be
incurred therein or thereby; the right of the Trustee or the Trust Administrator
to perform any discretionary act enumerated in this Agreement shall not be
construed as a duty, and neither the Trustee nor the Trust Administrator shall
be answerable for other than its negligence or willful misconduct in the
performance of any such act;
(iv) neither
the Trustee nor the Trust Administrator shall be personally liable for any
action taken, suffered or omitted by it in good faith and believed by it to
be
authorized or within the discretion or rights or powers conferred upon it by
this Agreement;
(v) prior
to
the occurrence of a Servicer Event of Termination
or
Master Servicer Event of Termination and after the curing of all Servicer Events
of Termination or Master Servicer Events of Termination which may have occurred,
neither the Trustee nor the Trust Administrator shall be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or documents, unless requested in writing to
do so
by the Majority Certificateholder; provided, however, that if the payment within
a reasonable time to the Trustee or the Trust Administrator, as applicable,
of
the costs, expenses or liabilities likely to be incurred by it in the making
of
such investigation is, in the opinion of the Trustee or the Trust Administrator,
as applicable, not reasonably assured to the Trustee or the Trust Administrator,
as applicable, by the security afforded to it by the terms of this Agreement,
the Trustee or the Trust Administrator, as applicable, may require reasonable
indemnity against such cost, expense or liability as a condition to such
proceeding. The reasonable expense of every such examination shall be paid
by
the Servicer or, if paid by the Trustee or the Trust Administrator, as
applicable, shall be reimbursed by the Servicer upon demand and, if not
reimbursed by the Servicer, shall be reimbursed by the Trust. Nothing in this
clause (v) shall derogate from the obligation of the Servicer to observe any
applicable law prohibiting disclosure of information regarding the
Mortgagors;
(vi) the
Trustee or the Trust Administrator shall not be accountable, shall have no
liability and make no representation as to any acts or omissions hereunder
of
the Servicer until such time as the Trustee may be required to act as Servicer
pursuant to Section 7.02 and thereupon only for the acts or omissions of the
Trustee as successor Servicer;
(vii) the
Trustee or the Trust Administrator may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys, custodians or nominees;
(viii) the
right
of the Trustee or the Trust Administrator to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and the Trustee
shall not be answerable for other than its negligence or willful misconduct
in
the performance of such act;
(ix) neither
the Trustee nor the Trust Administrator shall be personally liable for any
loss
resulting from the investment of funds held in the Collection Account or the
REO
Account made at the direction of the Servicer pursuant to Section 3.12;
and
(x) the
Trustee or the Trust Administrator or its Affiliates are permitted to receive
compensation that could be deemed to be in the Trustee’s or the Trust
Administrator’s economic self-interest for (i) serving as investment adviser,
administrator, shareholder, servicing agent, custodian or sub-custodian with
respect to certain of the Permitted Investments, (ii) using Affiliates to effect
transactions in certain Permitted Investments and (iii) effecting transactions
in certain Permitted Investments. Such compensation shall not be considered
an
amount that is reimbursable or payable pursuant to Section 3.11.
To
help
fight the funding of terrorism and money laundering activities, the Trustee
or
the Trust Administrator will obtain, verify, and record information that
identifies individuals or entities that establish a relationship or open an
account with the Trustee or the Trust Administrator. The Trustee or the Trust
Administrator will ask for the name, address, tax identification number and
other information that will allow the Trustee or the Trust Administrator to
identify the individual or entity who is establishing the relationship or
opening the account. The Trustee or the Trust Administrator may also ask for
formation documents such as articles of incorporation, an offering memorandum,
or other identifying documents to be provided.
| SECTION 8.03 |
Trustee
and Trust Administrator Not Liable for Certificates or Mortgage
Loans.
|
The
recitals contained herein and in the Certificates (other than, with respect
to
the Trust Administrator, the authentication of the Trust Administrator on the
Certificates) shall be taken as the statements of the Depositor, and neither
the
Trustee nor the Trust Administrator assumes responsibility for the correctness
of the same. Neither the Trustee nor the Trust Administrator makes any
representations as to the validity or sufficiency of this Agreement or of the
Certificates (other than, with respect to the Trust Administrator, the signature
and authentication of the Trust Administrator on the Certificates) or of any
Mortgage Loan or related document or MERS or the MERS® System other than, with
respect to the Trust Administrator, the Trust Administrator’s execution and
authentication of the Certificates. Neither the Trustee nor the Trust
Administrator shall be accountable for the use or application by the Servicer,
or for the use or application of any funds paid to the Servicer in respect
of
the Mortgage Loans or deposited in or withdrawn from the Collection Account
by
the Servicer. The Trustee and the Trust Administrator shall at no time have
any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Mortgage or any Mortgage Loan, or the perfection and
priority of any Mortgage or the maintenance of any such perfection and priority,
or for or with respect to the sufficiency of the Trust or its ability to
generate the payments to be distributed to Certificateholders under this
Agreement, including, without limitation: the existence, condition and ownership
of any Mortgaged Property; the existence and enforceability of any hazard
insurance thereon (other than if the Trustee shall assume the duties of the
Servicer pursuant to Section 7.02); the validity of the assignment of any
Mortgage Loan to the Trustee or of any intervening assignment; the completeness
of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
7.02); the compliance by the Depositor, the Originator, the Seller or the
Servicer with any warranty or representation made under this Agreement or in
any
related document or the accuracy of any such warranty or representation prior
to
the Trustee’s receipt of notice or other discovery of any non-compliance
therewith or any breach thereof; any investment of monies by or at the direction
of the Servicer or any loss resulting therefrom, it being understood that the
Trust Administrator shall remain responsible for any Trust property that it
may
hold in its individual capacity; the acts or omissions of any of the Servicer
(other than if the Trust Administrator shall assume the duties of the Servicer
pursuant to Section 7.02), any Sub-Servicer or any Mortgagor; any action of
the
Servicer (other than if the Trustee shall assume the duties of the Servicer
pursuant to Section 7.02), or any Sub-Servicer taken in the name of the Trust
Administrator; the failure of a Servicer or any Sub-Servicer to act or perform
any duties required of it as agent of the Trust Administrator hereunder; or
any
action by the Trust Administrator taken at the instruction of the Servicer
(other than if the Trustee shall assume the duties of the Servicer pursuant
to
Section 7.02); provided, however, that the foregoing shall not relieve the
Trustee of its obligation to perform its duties under this Agreement, including,
without limitation, the Trustee’s duty to review the Mortgage Files pursuant to
Section 2.01. Neither the Trust Administrator nor the Trustee shall have
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder (unless the Trustee shall
have
become the successor Servicer).
| SECTION 8.04 |
Trustee
and Trust Administrator May Own
Certificates.
|
The
Trustee and the Trust Administrator in its individual or any other capacity
may
become the owner or pledgee of Certificates with the same rights as it would
have if it were not Trustee or Trust Administrator may transact any banking
and
trust business with the Originator, the Servicer, the Depositor or their
Affiliates.
| SECTION 8.05 |
Trust
Administrator and Trustee Compensation and
Expenses.
|
(a) The
Trustee will be paid by the Master Servicer pursuant to a side letter between
each other.
(b) The
Trustee, the Trust Administrator or any director, officer, employee or agent
of
any of them, shall be indemnified by the Trust Fund and held harmless against
any loss, liability or expense (not including expenses and disbursements
incurred or made by the Trustee or the Trust Administrator, including the
compensation and the expenses and disbursements of its agents and counsel,
in
the ordinary course of the Trustee’s or the Trust Administrator’s performance in
accordance with the provisions of this Agreement) incurred by the Trustee or
by
the Trust Administrator arising out of or in connection with the acceptance
or
administration of the obligations and duties of the Trustee or the Trust
Administrator under this Agreement, other than any loss, liability or expense
(i) resulting from a breach of the Servicer’s or the Master Servicer’s
obligations and duties under this Agreement for which the Trustee or the Trust
Administrator, as applicable, is indemnified under Section 8.05(b) or (ii)
any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence of the Trustee or of the Trust Administrator, as applicable,
in
the performance of its duties hereunder or by reason of the Trustee’s or the
Trust Administrator’s, as applicable, reckless disregard of obligations and
duties hereunder or as a result of a breach of the Trustee’s or the Trust
Administrator’s, as applicable, obligations under Article X hereof. Any amounts
payable to the Trustee, the Trust Administrator or any director, officer,
employee or agent of the Trustee or the Trust Administrator, in respect of
the
indemnification provided by this Section 8.05, or pursuant to any other right
of
reimbursement from the Trust Fund that the Trustee, the Trust Administrator
or
any director, officer, employee or agent of the Trustee or the Trust
Administrator, may have hereunder in its capacity as such, may be withdrawn
by
the Trust Administrator from the Distribution Account at any time. The foregoing
indemnity shall survive the resignation or removal of the Trustee or the Trust
Administrator.
| SECTION 8.06 |
Eligibility
Requirements for Trustee and Trust
Administrator.
|
Each
of
the Trustee and the Trust Administrator hereunder shall at all times be an
entity duly organized and validly existing under the laws of the United States
of America or any state thereof, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authority. If such entity publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 8.06, the combined capital
and
surplus of such entity shall be deemed to be its combined capital and surplus
as
set forth in its most recent report of condition so published. The principal
offices of each of the Trustee and the Trust Administrator (other than the
initial Trustee and initial Trust Administrator) shall be in a state with
respect to which an Opinion of Counsel has been delivered to such Trustee or
Trust Administrator, as applicable, at the time such Trustee or Trust
Administrator, as applicable, is appointed Trustee or Trust Administrator,
as
applicable, to the effect that the Trust will not be a taxable entity under
the
laws of such state. In case at any time the Trustee or the Trust Administrator
shall cease to be eligible in accordance with the provisions of this Section
8.06, the Trustee or the Trust Administrator, as applicable, shall resign
immediately in the manner and with the effect specified in Section
8.07.
| SECTION 8.07 |
Resignation
or Removal of Trustee or Trust
Administrator.
|
The
Trustee or the Trust Administrator may at any time resign and be discharged
from
the trusts hereby created by giving written notice thereof to the Depositor,
the
Servicer, the Master Servicer, each Rating Agency and, if the Trustee is
resigning, to the Trust Administrator, or, if the Trust Administrator is
resigning, to the Trustee. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor Trustee or Trust Administrator,
(which may be the same Person in the event both the Trustee and the Trust
Administrator resign or are removed) by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Trustee or Trust
Administrator, as applicable, and one copy to the successor Trustee or Trust
Administrator. If no successor Trustee or Trust Administrator, as applicable,
shall have been so appointed and having accepted appointment within 30 days
after the giving of such notice of resignation, the resigning Trustee or Trust
Administrator may petition any court of competent jurisdiction for the
appointment of a successor Trustee or Trust Administrator, as
applicable.
If
the
Trust Administrator and the Master Servicer are the same entity, then at any
time the Trust Administrator resigns or is removed as Trust Administrator,
the
Master Servicer shall also be removed hereunder.
If
at any
time the Trustee or the Trust Administrator shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor (or in the case of the Trust
Administrator, the Trustee), or if at any time the Trustee or the Trust
Administrator shall be legally unable to act, or shall be adjudged bankrupt
or
insolvent, or a receiver of the Trustee or the Trust Administrator or of its
property shall be appointed, or any public officer shall take charge or control
of the Trustee or the Trust Administrator or of its property or affairs for
the
purpose of rehabilitation, conservation or liquidation, then the Depositor,
the
Servicer or the Master Servicer may remove the Trustee or the Trust
Administrator, as applicable. If the Depositor, the Servicer or the Master
Servicer removes the Trustee or the Trust Administrator under the authority
of
the immediately preceding sentence, the Depositor shall promptly appoint a
successor Trustee or Trust Administrator, as applicable, by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee
or
Trust Administrator so removed and one copy to the successor Trustee or Trust
Administrator.
The
Majority Certificateholders may at any time remove the Trustee or Trust
Administrator by written instrument or instruments delivered to the Servicer,
the Master Servicer, the Depositor, the Trust Administrator and the Trustee;
the
Depositor shall thereupon use its best efforts to appoint a successor trustee
in
accordance with this Section.
Any
resignation or removal of the Trustee or Trust Administrator and appointment
of
a successor Trustee or Trust Administrator pursuant to any of the provisions
of
this Section 8.07 shall not become effective until acceptance of appointment
by
the successor trustee as provided in Section 8.08.
Notwithstanding
anything to the contrary contained herein, the Master Servicer and the Trust
Administrator shall at all times be the same Person.
| SECTION 8.08 |
Successor
Trustee.
|
Any
successor Trustee or Trust Administrator appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Servicer, the
Master Servicer and to its predecessor Trustee or Trust Administrator an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee or Trust Administrator shall become
effective, and such successor Trustee or Trust Administrator, without any
further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect
as
if originally named as Trustee or Trust Administrator. The Depositor, the Master
Servicer, the Servicer and the predecessor Trustee or Trust Administrator shall
execute and deliver such instruments and do such other things as may reasonably
be required for fully and certainly vesting and confirming in the successor
Trustee Trust Administrator all such rights, powers, duties and
obligations.
No
successor Trustee or Trust Administrator shall accept appointment as provided
in
this Section 8.08 unless at the time of such acceptance such successor Trustee
or Trust Administrator shall be eligible under the provisions of Section 8.06
and the appointment of such successor Trustee or Trust Administrator shall
not
result in a downgrading of the Regular Certificates by any Rating Agency, as
evidenced by a letter from each Rating Agency.
Upon
acceptance of appointment by a successor Trustee or Trust Administrator as
provided in this Section 8.08, the successor Trustee or Trust Administrator
shall mail notice of the appointment of a successor Trustee or Trust
Administrator hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register and to each Rating Agency.
| SECTION 8.09 |
Merger
or Consolidation of Trustee or Trust
Administrator.
|
Any
entity into which the Trustee or the Trust Administrator may be merged or
converted or with which it may be consolidated, or any entity resulting from
any
merger, conversion or consolidation to which the Trustee or the Trust
Administrator shall be a party, or any entity succeeding to the business of
the
Trustee or Trust Administrator, shall be the successor of the Trustee or the
Trust Administrator hereunder, as applicable, provided such entity shall be
eligible under the provisions of Section 8.06 and 8.08, without the execution
or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
| SECTION 8.10 |
Appointment
of Co-Trustee or Separate Trustee.
|
Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust or
any
Mortgaged Property may at the time be located, the Depositor and the Trustee
acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-Trustee or co-Trustees, jointly with the Trustee, or separate trustee or
separate Trustees, of all or any part of the Trust, and to vest in such Person
or Persons, in such capacity and for the benefit of the Certificateholders,
such
title to the Trust, or any part thereof, and, subject to the other provisions
of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
Servicer and the Trustee may consider necessary or desirable. Any such
co-trustee or separate trustee shall be subject to the written approval of
the
Servicer. If the Servicer shall not have joined in such appointment within
15
days after the receipt by it of a request so to do, or in the case a Servicer
Event of Termination shall have occurred and be continuing, the Trustee alone
shall have the power to make such appointment. No co-Trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06, and no notice to Certificateholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 8.08. The Servicer shall be responsible for the fees of any co-trustee
or separate trustee appointed hereunder.
Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:
(i) all
rights, powers, duties and obligations conferred or imposed upon the Trustee
shall be conferred or imposed upon and exercised or performed by the Trustee
and
such separate trustee or co-Trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act separately without
the
Trustee joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed (whether
as
Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee
shall be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the holding of title
to
the Trust or any portion thereof in any such jurisdiction) shall be exercised
and performed singly by such separate trustee or co-Trustee, but solely at
the
direction of the Trustee;
(ii) no
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; and
(iii) the
Servicer and the Trustee, acting jointly, may at any time accept the resignation
of or remove any separate trustee or co-trustee except that following the
occurrence of a Servicer Event of Termination, the Trustee acting alone may
accept the resignation or remove any separate trustee or
co-trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-Trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-Trustee shall refer to this Agreement and the conditions of this Article
VIII. Each separate trustee and co-Trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as
may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to
the
Depositor and the Servicer.
Any
separate trustee or co-Trustee may, at any time, constitute the Trustee, its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on
its behalf and in its name. If any separate trustee or co-Trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor Trustee.
| SECTION 8.11 |
Limitation
of Liability.
|
The
Certificates are executed by the Trust Administrator, not in its individual
capacity but solely as Trust Administrator of the Trust, in the exercise of
the
powers and authority conferred and vested in it by this Agreement. Each of
the
undertakings and agreements made on the part of the Trust Administrator in
the
Certificates is made and intended not as a personal undertaking or agreement
by
the Trust Administrator but is made and intended for the purpose of binding
only
the Trust.
| SECTION 8.12 |
Trustee
May Enforce Claims Without Possession of
Certificates.
|
(a) All
rights of action and claims under this Agreement or the Certificates may be
prosecuted and enforced by the Trustee without the possession of any of the
Certificates or the production thereof in any proceeding relating thereto,
and
such proceeding instituted by the Trustee shall be brought in its own name
or in
its capacity as Trustee for the benefit of all Holders of such Certificates,
subject to the provisions of this Agreement. Any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursement and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Certificateholders in respect of which such judgment
has
been recovered.
(b) The
Trustee shall afford the Seller, the Depositor, the Servicer and each
Certificateholder upon reasonable prior notice during normal business hours,
access to all records maintained by the Trustee in respect of its duties
hereunder and access to officers of the Trustee responsible for performing
such
duties. Upon request, the Trustee shall furnish the Depositor, the Servicer
and
any requesting Certificateholder with its most recent financial statements.
The
Trustee shall cooperate fully with the Seller, the Servicer, the Depositor
and
such Certificateholder and shall make available to the Seller, the Servicer,
the
Depositor and such Certificateholder for review and copying such books,
documents or records as may be requested with respect to the Trustee’s duties
hereunder. The Seller, the Depositor, the Servicer and the Certificateholders
shall not have any responsibility or liability for any action or failure to
act
by the Trustee and are not obligated to supervise the performance of the Trustee
under this Agreement or otherwise.
| SECTION 8.13 |
Suits
for Enforcement.
|
In
case a
Servicer Event of Termination or other default by the Servicer or the Depositor
hereunder shall occur and be continuing, the Trustee, shall, at the direction
of
the Majority Certificateholders, or may, proceed to protect and enforce its
rights and the rights of the Certificateholders under this Agreement by a suit,
action or proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Agreement or in
aid
of the execution of any power granted in this Agreement or for the enforcement
of any other legal, equitable or other remedy, as the Trustee, being advised
by
counsel, and subject to the foregoing, shall deem most effectual to protect
and
enforce any of the rights of the Trustee and the
Certificateholders.
| SECTION 8.14 |
Waiver
of Bond Requirement.
|
The
Trustee shall be relieved of, and each Certificateholder hereby waives, any
requirement of any jurisdiction in which the Trust, or any part thereof, may
be
located that the Trustee post a bond or other surety with any court, agency
or
body whatsoever.
| SECTION 8.15 |
Waiver
of Inventory, Accounting and Appraisal
Requirement.
|
The
Trustee shall be relieved of, and each Certificateholder hereby waives, any
requirement of any jurisdiction in which the Trust, or any part thereof, may
be
located that the Trustee file any inventory, accounting or appraisal of the
Trust with any court, agency or body at any time or in any manner
whatsoever.
ARTICLE
IX
REMIC
ADMINISTRATION
| SECTION 9.01 |
REMIC
Administration.
|
(a) REMIC
elections as set forth in the Preliminary Statement shall be made by the Trustee
on Form 1066 or other appropriate federal tax or information return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. The regular interests and residual interest in each
REMIC shall be as designated in the Preliminary Statement.
(b) The
Closing Date is hereby designated as the “Startup Day” of each REMIC within the
meaning of section 860G(a)(9) of the Code.
(c) The
Trust
Administrator shall pay any and all expenses relating to any tax audit of any
REMIC (including, but not limited to, any professional fees or any
administrative or judicial proceedings with respect to any Trust REMIC that
involve the Internal Revenue Service or state tax authorities), including the
expense of obtaining any tax related Opinion of Counsel. The Trust Administrator
shall be entitled to reimbursement of expenses incurred pursuant to this Section
9.01(c) to the extent provided in Section 8.05.
(d) The
Trust
Administrator shall prepare, sign and file, all of the REMICs’ federal and state
tax and information returns (including Form 8811) as the direct representative
each REMIC created hereunder. The expenses of preparing and filing such returns
shall be borne by the Trust Administrator.
(e) The
Holder of the Class R Certificate at any time holding the largest Percentage
Interest thereof shall be the “tax matters person” as defined in the REMIC
Provisions (the related “Tax Matters Person”) with respect to REMIC 1, REMIC 2
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 and
REMIC 6, and shall act as Tax Matters Person for each such REMIC. The Trust
Administrator, as agent for the Tax Matters Person, shall perform on behalf
of
each REMIC all reporting and other tax compliance duties that are the
responsibility of such REMIC under the Code, the REMIC Provisions, or other
compliance guidance issued by the Internal Revenue Service or any state or
local
taxing authority. Among its other duties, if required by the Code, the REMIC
Provisions, or other such guidance, the Trust Administrator, as agent for the
Tax Matters Person, shall provide (i) to the Treasury or other governmental
authority such information as is necessary for the application of any tax
relating to the transfer of a Residual Certificate to any disqualified person
or
organization upon reasonable additional compensation and (ii) to the
Certificateholders such information or reports as are required by the Code
or
REMIC Provisions. The Trust Administrator, as agent for the Tax Matters Person,
shall represent each REMIC in any administrative or judicial proceedings
relating to an examination or audit by any governmental taxing authority,
request an administrative adjustment as to any taxable year of any REMIC, enter
into settlement agreements with any government taxing agency, extend any statute
of limitations relating to any item of any REMIC and otherwise act on behalf
of
any REMIC in relation to any tax matter involving the Trust.
(f) The
Trust
Administrator, the Master Servicer, the Servicer and the Holders of Certificates
shall take any action or cause any REMIC to take any action necessary to create
or maintain the status of each REMIC as a REMIC under the REMIC Provisions
and
shall assist each other as necessary to create or maintain such status. None
of
the Trustee, the Trust Administrator, the Servicer or the Holder of any Residual
Certificate shall take any action, cause any REMIC created hereunder to take
any
action or fail to take (or fail to cause to be taken) any action that, under
the
REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger
the status of such REMIC as a REMIC or (ii) result in the imposition of a tax
upon such REMIC (including but not limited to the tax on prohibited transactions
as defined in Code Section 860F(a)(2) and the tax on prohibited contributions
set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC
Event”) unless the Trustee, the Trust Administrator and the Servicer have
received an Opinion of Counsel, (at the expense of the party seeking to take
such action) to the effect that the contemplated action will not endanger such
status or result in the imposition of such a tax. In addition, prior to taking
any action with respect to any REMIC created hereunder or the assets therein,
or
causing such REMIC to take any action, which is not expressly permitted under
the terms of this Agreement, any Holder of a Residual Certificate will consult
with the Trustee, the Trust Administrator and the Servicer, or their respective
designees, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to any REMIC, and no such Person
shall
take any such action or cause any REMIC to take any such action as to which
the
Trustee, the Trust Administrator or the Master Servicer has advised it in
writing that an Adverse REMIC Event could occur.
(g) Each
Holder of a Residual Certificate shall pay when due any and all taxes imposed
on
each REMIC created hereunder by federal or state governmental authorities.
To
the extent that such Trust taxes are not paid by a Residual Certificateholder,
the Trust Administrator shall pay any remaining REMIC taxes out of current
or
future amounts otherwise distributable to the Holder of the Residual Certificate
in the REMICs or, if no such amounts are available, out of other amounts held
in
the Distribution Account, and shall reduce amounts otherwise payable to Holders
of regular interests in the related REMIC. Subject to the foregoing, in the
event that a REMIC incurs a state or local tax, including franchise taxes,
as a
result of a determination that such REMIC is domiciled in the State of
California for state tax purposes by virtue of the location of the Servicer,
the
Servicer agrees to pay on behalf of such REMIC when due, any and all state
and
local taxes imposed as a result of such a determination, in the event that
the
Holder of the related Residual Certificate fails to pay such taxes, if any,
when
imposed.
(h) The
Trust
Administrator, as agent for the Tax Matters Person, shall, for federal income
tax purposes, maintain books and records with respect to each REMIC created
hereunder on a calendar year and on an accrual basis.
(i) No
additional contributions of assets shall be made to any REMIC created hereunder,
except as expressly provided in this Agreement with respect to eligible
substitute mortgage loans.
(j) None
of
the Trustee, the Trust Administrator, the Servicer or the Master Servicer shall
enter into any arrangement by which any REMIC created hereunder will receive
a
fee or other compensation for services.
(k) [Reserved].
(l) The
Trust
Administrator will apply for an Employee Identification Number from the Internal
Revenue Service via a Form SS-4 or other acceptable method for all tax entities
and shall complete the Form 8811.
| SECTION 9.02 |
Prohibited
Transactions and Activities.
|
None
of
the Depositor, the Servicer , the Master Servicer, the Trust Administrator
or
the Trustee shall sell, dispose of, or substitute for any of the Mortgage Loans,
except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan,
(ii)
the bankruptcy of the Trust Fund, (iii) the termination of any REMIC created
hereunder pursuant to Article X of this Agreement, (iv) a substitution pursuant
to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant
to Article II of this Agreement, nor acquire any assets for any REMIC, nor
sell
or dispose of any investments in the Distribution Account for gain, nor accept
any contributions to either REMIC after the Closing Date, unless it has received
an Opinion of Counsel (at the expense of the party causing such sale,
disposition, or substitution) that such disposition, acquisition, substitution,
or acceptance will not (a) affect adversely the status of any REMIC created
hereunder as a REMIC or of the interests therein other than the Residual
Certificates as the regular interests therein, (b) affect the distribution
of
interest or principal on the Certificates, (c) result in the encumbrance of
the
assets transferred or assigned to the Trust Fund (except pursuant to the
provisions of this Agreement) or (d) cause any REMIC created hereunder to be
subject to a tax on prohibited transactions or prohibited contributions pursuant
to the REMIC Provisions.
| SECTION 9.03 |
Indemnification
with Respect to Certain Taxes and Loss of REMIC
Status.
|
(a) In
the
event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
or incurs federal, state or local taxes as a result of a prohibited transaction
or prohibited contribution under the REMIC Provisions due to the negligent
performance by the Servicer of its duties and obligations set forth herein,
the
Servicer shall indemnify the Trustee, the Master Servicer, the Servicer, the
Trust Administrator and the Trust Fund against any and all losses, claims,
damages, liabilities or expenses (“Losses”) resulting from such negligence;
provided, however, that the Servicer shall not be liable for any such Losses
attributable to the action or inaction of the Master Servicer, the Trustee,
the
Trust Administrator, the Depositor or the Holder of such Residual Certificate,
as applicable, nor for any such Losses resulting from misinformation provided
by
the Holder of such Residual Certificate on which the Servicer has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies
of
the Holder of such Residual Certificate now or hereafter existing at law or
in
equity. Notwithstanding the foregoing, however, in no event shall the Servicer
have any liability (1) for any action or omission that is taken in accordance
with and in compliance with the express terms of, or which is expressly
permitted by the terms of, this Agreement, (2) for any Losses other than arising
out of a negligent performance by the Servicer of its duties and obligations
set
forth herein, and (3) for any special or consequential damages to
Certificateholders (in addition to payment of principal and interest on the
Certificates).
(b) In
the
event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
or incurs federal, state or local taxes as a result of a prohibited transaction
or prohibited contribution under the REMIC Provisions due to the negligent
performance by the Trust Administrator of its duties and obligations set forth
herein, the Trust Administrator shall indemnify the Trust Fund against any
and
all Losses resulting from such negligence; provided, however, that the Trust
Administrator shall not be liable for any such Losses attributable to the action
or inaction of the Servicer, the Depositor or the Holder of such Residual
Certificate, as applicable, nor for any such Losses resulting from
misinformation provided by the Holder of such Residual Certificate on which
the
Trust Administrator has relied. The foregoing shall not be deemed to limit
or
restrict the rights and remedies of the Holder of such Residual Certificate
now
or hereafter existing at law or in equity. Notwithstanding the foregoing,
however, in no event shall the Trust Administrator have any liability (1) for
any action or omission that is taken in accordance with and in compliance with
the express terms of, or which is expressly permitted by the terms of, this
Agreement, (2) for any Losses other than arising out of a negligent performance
by the Trust Administrator of its duties and obligations set forth herein,
and
(3) for any special or consequential damages to Certificateholders (in addition
to payment of principal and interest on the Certificates).
ARTICLE
X
TERMINATION
| SECTION 10.01 |
Termination.
|
(a) The
respective obligations and responsibilities of the Servicer, the Depositor,
the
Master Servicer, the Trust Administrator and the Trustee created hereby (other
than the obligation of the Trust Administrator to make certain payments to
Certificateholders after the final Distribution Date and the obligation of
the
Servicer to send certain notices as hereinafter set forth) shall terminate
upon
notice to the Trust Administrator upon the earliest of (i) the Distribution
Date
on which the Certificate Principal Balances of the Regular Certificates have
been reduced to zero, (ii) the final payment or other liquidation of the last
Mortgage Loan in the Trust, (iii) the optional purchase by the Terminator of
the
Mortgage Loans as described below and (iv) the Distribution Date in March 2036.
Notwithstanding the foregoing, in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late ambassador of the United
States to the Court of St. James’s, living on the date hereof.
The
Master Servicer, or if the Master Servicer fails to exercise such option the
Servicer, (in such capacity, the “Terminator”), may, at its option, terminate
this Agreement on any date on which the aggregate Stated Principal Balance
of
the Mortgage Loans (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) on such date is equal to or less than 10% of the 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 Fixed Rate Certificates and the Floating Rate Certificates will not
receive all amounts owed to it as a result of the termination, the Trust
Administrator, provided that if this clause (z) applies to such determination,
such determination shall be based solely upon an appraisal obtained as provided
in the last sentence of this paragraph), plus accrued and unpaid interest
thereon at the weighted average of the Mortgage Rates through the end of the
Due
Period preceding the final Distribution Date plus unreimbursed Servicing
Advances, Advances, any unpaid Servicing Fees allocable to such Mortgage Loans
and REO Properties and any accrued and unpaid Net WAC Rate Carryover Amounts
and
any Swap Termination payment payable to the Swap Provider (the “Termination
Price”); provided, however, such option may only be exercised if the Termination
Price is sufficient to result in the payment of all interest accrued on, as
well
as amounts necessary to retire the principal balance of, each class of notes
issued pursuant to the Indenture. If the determination of the fair market value
of the Mortgage Loans and REO Properties shall be required to be made and agreed
upon by the Terminator, the Holders of a majority in Percentage Interest in
the
Class C Certificates and the Trust Administrator as provided in (ii) above,
such
determination shall be based on an appraisal of the value of the Mortgage Loans
and REO Properties conducted by an independent appraiser mutually agreed upon
by
the Terminator, the Holders of a majority in Percentage Interest in the Class
C
Certificates and the Trust Administrator in their reasonable discretion, and
(A)
such appraisal shall be obtained at no expense to the Trustee and (B) the Trust
Administrator may conclusively rely on, and shall be protected in relying on,
such appraisal.
By
acceptance of a Residual Certificate, the Holders of the Residual Certificates
agree, in connection with any termination hereunder, to assign and transfer
any
amounts in excess of par, and to the extent received in respect of such
termination, to pay any such amounts to the Holders of the Class C
Certificates.
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 Trust Administrator for payment of the
final
distribution and cancellation, shall be given promptly by the Trust
Administrator upon the Trust Administrator receiving notice of such date from
the Terminator, by letter to the Certificateholders mailed not earlier than
the
15th
day and
not later than the 25th
day of
the month next preceding the month of such final distribution specifying (1)
the
Distribution Date upon which final distribution of the Certificates will be
made
upon presentation and surrender of such Certificates at the office or agency
of
the Trust Administrator therein designated, (2) the amount of any such final
distribution and (3) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distributions being made only upon
presentation and surrender of the Certificates at the office or agency of the
Trust Administrator therein specified.
(c) Upon
presentation and surrender of the Certificates, the Trust Administrator shall
cause to be distributed to the Holders of the Certificates on the Distribution
Date for such final distribution, in proportion to the Percentage Interests
of
their respective Class and to the extent that funds are available for such
purpose, an amount equal to the amount required to be distributed to such
Holders in accordance with the provisions of Section 4.01 for such Distribution
Date. By acceptance of the Residual Certificates, the Holders of the Residual
Certificates agree, in connection with any termination hereunder, to assign
and
transfer any amounts in excess of the par value of the Mortgage Loans, and
to
the extent received in respect of such termination, to pay any such amounts
to
the Holders of the Class C Certificates.
(d) In
the
event that all Certificateholders shall not surrender their Certificates for
final payment and cancellation on or before such final Distribution Date, the
Trust Administrator shall promptly following such date cause all funds in the
Distribution Account not distributed in final distribution to Certificateholders
to be withdrawn therefrom and credited to the remaining Certificateholders
by
depositing such funds in a separate Servicing Account for the benefit of such
Certificateholders, and the Servicer (if the Servicer has exercised its right
to
purchase the Mortgage Loans) or the Trust Administrator (in any other case)
shall give a second written notice to the remaining Certificateholders, to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within nine months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Residual
Certificateholders shall be entitled to all unclaimed funds and other assets
which remain subject hereto, and the Trust Administrator upon transfer of such
funds shall be discharged of any responsibility for such funds, and the
Certificateholders shall look to the Residual Certificateholders for
payment.
| SECTION 10.02 |
Additional
Termination Requirements.
|
(a) In
the
event that the Terminator exercises its purchase option as provided in Section
10.01, each REMIC shall be terminated in accordance with the following
additional requirements, unless the Trust Administrator shall have been
furnished with an Opinion of Counsel to the effect that the failure of the
Trust
to comply with the requirements of this Section will not (i) result in the
imposition of taxes on “prohibited transactions” of the Trust as defined in
Section 860F of the Code or (ii) cause any REMIC constituting part of the Trust
Fund to fail to qualify as a REMIC at any time that any Certificates are
outstanding:
(i) Within
90
days prior to the final Distribution Date, the Terminator shall adopt and the
Trust Administrator shall sign a plan of complete liquidation of each REMIC
created hereunder meeting the requirements of a “Qualified Liquidation” under
Section 860F of the Code and any regulations thereunder; and
(ii) At
or
after the time of adoption of such a plan of complete liquidation and at or
prior to the final Distribution Date, the Trust Administrator shall sell all
of
the assets of the Trust Fund to the Terminator for cash pursuant to the terms
of
the plan of complete liquidation.
(b) By
their
acceptance of Certificates, the Holders thereof hereby agree to appoint the
Trust Administrator as their attorney in fact to: (i) adopt such a plan of
complete liquidation (and the Certificateholders hereby appoint the Trust
Administrator as their attorney in fact to sign such plan) as appropriate and
(ii) to take such other action in connection therewith as may be reasonably
required to carry out such plan of complete liquidation all in accordance with
the terms hereof.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
| SECTION 11.01 |
Amendment.
|
This
Agreement may be amended from time to time by the Depositor, the Servicer,
the
Master Servicer, the Trust Administrator and the Trustee; and without the
consent of the Certificateholders (i) to cure any ambiguity, (ii) to correct
or
supplement any provisions herein which may be defective or inconsistent with
any
other provisions herein or (iii) to make any other provisions with respect
to
matters or questions arising under this Agreement which shall not be
inconsistent with the provisions of this Agreement; provided that such action
shall not as evidenced by either (a) an Opinion of Counsel delivered to the
Servicer, the Master Servicer, the Trustee and the Trust Administrator or (b)
written notice to the Depositor, the Servicer the Master Servicer, the Trustee
and the Trust Administrator from each Rating Agency that such action will not
result in the reduction or withdrawal of the rating of any outstanding Class
of
Certificates with respect to which it is a Rating Agency, adversely affect
in
any material respect the interests of any Certificateholder. No amendment shall
be deemed to adversely affect in any material respect the interests of any
Certificateholder who shall have consented thereto, and no Opinion of Counsel
or
Rating Agency confirmation shall be required to address the effect of any such
amendment on any such consenting Certificateholder.
In
addition, this Agreement may be amended from time to time by the Depositor,
the
Servicer, the Master Servicer, the Trust Administrator, and the Trustee with
the
consent of the Majority Certificateholders for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of
this Agreement or of modifying in any manner the rights of the Swap Provider
or
the Holders of Certificates; provided, however, that no such amendment or waiver
shall (x) reduce in any manner the amount of, or delay the timing of, payments
on the Certificates or distributions which are required to be made on any
Certificate without the consent of the Holder of such Certificate, (y) adversely
affect in any material respect the interests of the Swap Provider or the Holders
of any Class of Certificates (as evidenced by either (i) an Opinion of Counsel
delivered to the Trustee or (ii) written notice to the Depositor, the Servicer
the Master Servicer and the Trustee from each Rating Agency that such action
will not result in the reduction or withdrawal of the rating of any outstanding
Class of Certificates with respect to which it is a Rating Agency) in a manner
other than as described in clause (x) above, without the consent of the Holders
of Certificates of such Class evidencing at least a 66% Percentage Interest
in
such Class, or (z) reduce the percentage of Voting Rights required by clause
(y)
above without the consent of the Holders of all Certificates of such Class
then
outstanding. Upon approval of an amendment, a copy of such amendment shall
be
sent to the Rating Agencies.
Notwithstanding
any provision of this Agreement to the contrary, the Trustee and the Trust
Administrator shall not consent to any amendment to this Agreement unless it
shall have first received an Opinion of Counsel, delivered by (and at the
expense of) the Person seeking such Amendment, to the effect that such amendment
will not result in the imposition of a tax on any REMIC created hereunder
constituting part of the Trust Fund pursuant to the REMIC Provisions or cause
any REMIC created hereunder constituting part of the Trust to fail to qualify
as
a REMIC at any time that any Certificates are outstanding and that the amendment
is being made in accordance with the terms hereof.
Notwithstanding
any of the other provisions of this Section 11.01, none of the Depositor, the
Servicer, the Master Servicer, the Trust Administrator or the Trustee shall
enter into any amendment to this Agreement that adversely affects in any respect
the rights and interests hereunder of the Swap Provider without the prior
written consent of the Swap Provider.
Promptly
after the execution of any such amendment the Trust Administrator shall furnish,
at the expense of the Person that requested the amendment if such Person is
the
Servicer (but in no event at the expense of the Trustee or the Trust
Administrator), otherwise at the expense of the Trust, a copy of such amendment
and the Opinion of Counsel referred to in the immediately preceding paragraph
to
the Servicer and each Rating Agency.
It
shall
not be necessary for the consent of Certificateholders under this Section 11.01
to approve the particular form of any proposed amendment; instead it shall
be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trust Administrator may prescribe.
The
Trustee and the Trust Administrator may, but neither shall be obligated to,
enter into any amendment pursuant to this Section 11.01 that affects its rights,
duties and immunities under this Agreement or otherwise.
| SECTION 11.02 |
Recordation
of Agreement; Counterparts.
|
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any or all of the properties subject
to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Servicer at the expense
of
the Trust, but only upon direction of the Certificateholders accompanied by
an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall together constitute but one and the same
instrument.
| SECTION 11.03 |
Limitation
on Rights of Certificateholders.
|
The
death
or incapacity of any Certificateholder shall not (i) operate to terminate this
Agreement or the Trust, (ii) entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust, or (iii)
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
Except
as
expressly provided for herein, no Certificateholder shall have any right to
vote
or in any manner otherwise control the operation and management of the Trust,
or
the obligations of the parties hereto, nor shall anything herein set forth
or
contained in the terms of the Certificates be construed so as to constitute
the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third person
by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.
No
Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement, unless such Holder previously shall
have given to the Trustee a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
entitled to at least 25% of the Voting Rights shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name
as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to
be
incurred therein or thereby, and the Trustee for 15 days after its receipt
of
such notice, request and offer of indemnity, shall have neglected or refused
to
institute any such action, suit or proceeding. It is understood and intended,
and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any
other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided
for herein, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of
this
Section 11.03 each and every Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.
| SECTION 11.04 |
Governing
Law; Jurisdiction.
|
This
Agreement shall be construed in accordance with the laws of the State of New
York, and the obligations, rights and remedies of the parties hereunder shall
be
determined in accordance with such laws. With respect to any claim arising
out
of this Agreement, each party irrevocably submits to the exclusive jurisdiction
of the courts of the State of New York and the United States District Court
located in the Borough of Manhattan in The City of New York, and each party
irrevocably waives any objection which it may have at any time to the laying
of
venue of any suit, action or proceeding arising out of or relating hereto
brought in any such courts, irrevocably waives any claim that any such suit,
action or proceeding brought in any such court has been brought in any
inconvenient forum and further irrevocably waives the right to object, with
respect to such claim, suit, action or proceeding brought in any such court,
that such court does not have jurisdiction over such party, provided that
service of process has been made by any lawful means.
| SECTION 11.05 |
Notices.
|
All
directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by first
class mail, postage prepaid, by facsimile or by express delivery service, to
(a)
in the case of the Servicer, ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇,
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇, MAC X 2401-042, (telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇),
with a copy to General Counsel, ▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, MAC
X
2401-06T, (telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇), or such other address or telecopy
number as may hereafter be furnished to the Depositor, the Master Servicer,
the
Trust Administrator and the Trustee in writing by the Servicer, (b) in the
case
of the Master Servicer or the Trust Administrator, ▇▇▇▇▇ Fargo Bank, N.A.,
▇.▇.
▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Soundview 2006-2 (telecopy number
(▇▇▇) ▇▇▇-▇▇▇▇), with a copy to ▇▇▇▇▇ Fargo Bank, N.A., ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Soundview 2006-2 (telecopy number (▇▇▇)
▇▇▇-▇▇▇▇), and for certificate transfer purposes, with a copy to ▇▇▇▇▇ Fargo
Bank, N.A., ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Soundview 2006-2, or such other address or telecopy number as may
hereafter be furnished to the Servicer, the Trustee and the Depositor in writing
by the Master Servicer, (c) in the case of the Trustee, Deutsche Bank National
Trust Company, ▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇,
Attention: Trust Admin—GC06S2 (telecopy number: (▇▇▇) ▇▇▇-▇▇▇▇), or such other
address or telecopy number as may hereafter be furnished to the Depositor,
the
Servicer, the Trust Administrator and the Master Servicer in writing by the
Trustee, or such other address or telecopy number as may hereafter be furnished
to the Master Servicer and the Depositor in writing by the Trustee, (d) in
the
case of the Credit Risk Manager, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: General Counsel, or such other address or telecopy
number as may hereafter be furnished to the Depositor, the Servicer, and the
Trustee and (e) in the case of the Depositor, Financial Asset Securities Corp.,
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Legal, or such
other address or telecopy number as may hereafter be furnished to the Servicer,
the Master Servicer, the Trust Administrator and the Trustee in writing by
the
Depositor. Any notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Notice of the Servicer Event of
Termination shall be given by telecopy and by certified mail. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have duly been given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder shall also be mailed to the appropriate party in the manner
set forth above.
| SECTION 11.06 |
Severability
of Provisions.
|
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall for any reason whatsoever be held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
| SECTION 11.07 |
Article
and Section References.
|
All
article and section references used in this Agreement, unless otherwise
provided, are to articles and sections in this Agreement.
| SECTION 11.08 |
Notice
to the Rating Agencies.
|
(a) Each
of
the Trustee, the Trust Administrator, the Master Servicer and the Servicer
shall
be obligated to use its best reasonable efforts promptly to provide notice
to
the Rating Agencies with respect to each of the following of which a Responsible
Officer of the Trust Administrator, the Master Servicer or the Servicer, as
the
case may be, has actual knowledge:
(i) any
material change or amendment to this Agreement;
(ii) the
occurrence of any Servicer Event of Termination or Master Servicer Event of
Termination that has not been cured or waived;
(iii) the
resignation or termination of Master Servicer, the Trust Administrator or the
Trustee;
(iv) the
final
payment to Holders of the Certificates of any Class;
(v) any
change in the location of any Account; and
(vi) if
the
Trustee is acting as successor Servicer pursuant to Section 7.02 hereof, any
event that would result in the inability of the Trustee to make
Advances.
(b) In
addition, the Trust Administrator shall promptly make available to each Rating
Agency copies of each Statement to Certificateholders described in Section
4.03
hereof and copies of the following:
(i) each
annual statement as to compliance described in Section 3.20 hereof;
(ii) each
Attestation Report described in Section 3.21 hereof; and
(iii) each
notice delivered pursuant to Section 7.01(a) hereof which relates to the fact
that the Servicer has not made an Advance.
Any
such
notice pursuant to this Section 11.08 shall be in writing and shall be deemed
to
have been duly given if personally delivered or mailed by first class mail,
postage prepaid, or by express delivery service to (i) ▇▇▇▇▇’▇ Investors
Service, Inc., ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and (ii) Standard
& Poor’s Rating Services, 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, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, in each case as of the
day
and year first above written.
|
FINANCIAL
ASSET SECURITIES CORP.,
as
Depositor
|
|||||||||||||
|
By:
|
/s/
▇▇▇ ▇▇▇▇▇▇▇▇▇▇
|
||||||||||||
|
Name:
|
▇▇▇
▇▇▇▇▇▇▇▇▇▇
|
||||||||||||
|
Title:
|
Vice
President
|
||||||||||||
|
▇▇▇▇▇
FARGO BANK, N.A., as Servicer
|
|||||||||||||
|
By:
|
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
|
||||||||||||
|
Name:
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
||||||||||||
|
Title:
|
Vice
President
|
||||||||||||
|
▇▇▇▇▇
FARGO BANK, N.A., as Master Servicer and Trust
Administrator
|
|||||||||||||
|
By:
|
/s/
Patriciz ▇ ▇ ▇▇▇▇▇
|
||||||||||||
|
Name:
|
Patriciz
▇ ▇ ▇▇▇▇▇
|
||||||||||||
|
Title:
|
Vice
President
|
||||||||||||
|
DEUTSCHE
BANK NATIONAL TRUST
COMPANY,
as Trustee
|
|||||||||||||
|
By:
|
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇
|
||||||||||||
|
Name:
|
▇▇▇▇▇▇▇
▇▇▇▇▇
|
||||||||||||
|
Title:
|
Vice
Presidemt
|
||||||||||||
|
By:
|
/s/
Hang ▇▇▇
|
||||||||||||
|
Name:
|
Hang
▇▇▇
|
||||||||||||
|
Title:
|
Authorized
Signatory
|
||||||||||||
For
purposes of Sections 6.09, 6.10 and 6.11:
▇▇▇▇▇▇▇
FIXED INCOME SERVICES INC.
|
By:
|
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
|
|
Name:
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
|
Title:
|
President
and General Counsel
|
|
STATE
OF CONNECTICUT
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF FAIRFIELD
|
)
|
On
the
_____ day of April, 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, April 2006 before me, a notary public in and for said State,
personally appeared ____________________________ known to me to be a
___________________________ of ▇▇▇▇▇ Fargo Bank, N.A., a limited partnership
that executed the within instrument, and also known to me to be the person
who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
Notary
Public
|
|
STATE
OF_____________
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF ORANGE
|
)
|
On
the
____ day of April, 2006 before me, a notary public in and for said State,
personally appeared _________________________, known to me to be a(n)
_______________________ and _________________________, known to me to be a(n)
_______________________of Deutsche Bank National Trust Company, a corporation
that executed the within instrument, and also known to me to be the person
who
executed it on behalf of said association, and acknowledged to me that such
corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
Notary
Public
|
EXHIBIT
A-1
FORM
OF
CLASS A-1 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$289,863,000.00
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$289,863,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83611M
NC 8
|
|
Class
|
:
|
A-1
|
|
Assumed
Maturity Date
|
:
|
March
2036
|
Asset-Backed
Certificates,
Series
2006-2
CLASS
A-1
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class A-1 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class A-1 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class A-1 Certificate (obtained by dividing the Denomination
of this Class A-1 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇
Fargo Bank, N.A. as master servicer, servicer and trust administrator (the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class A-1 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class A-1 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
Reference
is hereby made to the further provisions of this Class A-1 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class A-1 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely as
Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class A-1Certificate]
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trust Administrator to issue a new Certificate
of
a like denomination and Class, to the above named assignee and
deliver
such Certificate to the following address:
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately
available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-2
FORM
OF
CLASS A-2 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$94,766,000.00
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$94,766,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83611M
ND 6
|
|
Class
|
:
|
A-2
|
|
Assumed
Maturity Date
|
:
|
March
2036
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
A-2
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class A-2 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class A-2 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class A-2 Certificate (obtained by dividing the Denomination
of this Class A-2 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇
Fargo Bank, N.A. as master servicer, servicer and trust administrator (the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class A-2 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class A-2 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
Reference
is hereby made to the further provisions of this Class A-2 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class A-2 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class A-2Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trust Administrator to issue a new Certificate
of
a like denomination and Class, to the above named assignee and
deliver
such Certificate to the following address:______
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-3
FORM
OF
CLASS A-3 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$188,113,000.00
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$188,113,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83611M
NE 4
|
|
Class
|
:
|
A-3
|
|
Assumed
Maturity Date
|
:
|
March
2036
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
A-3
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class A-3 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class A-3 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class A-3 Certificate (obtained by dividing the Denomination
of this Class A-3 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇
Fargo Bank, N.A. as master servicer, servicer and trust administrator (the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class A-3 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class A-3 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
Reference
is hereby made to the further provisions of this Class A-3 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class A-3 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class A-3Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trust Administrator to issue a new Certificate
of
a like denomination and Class, to the above named assignee and
deliver
such Certificate to the following address:______
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-4
FORM
OF
CLASS A-4 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$49,820,000.00
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$49,820,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83611M
NF 1
|
|
Class
|
:
|
A-4
|
|
Assumed
Maturity Date
|
:
|
March
2036
|
A-4-
[TPW:
NYLEGAL:485481.5] 16159-00473 04/12/2006 03:17 PM
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
A-4
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class A-4 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class A-4 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class A-4 Certificate (obtained by dividing the Denomination
of this Class A-4 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇
Fargo Bank, N.A. as master servicer, servicer and trust administrator (the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class A-4 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class A-4 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
Reference
is hereby made to the further provisions of this Class A-4 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class A-4 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class A-4 Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trust Administrator to issue a new Certificate
of
a like denomination and Class, to the above named assignee and
deliver
such Certificate to the following address:______
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-5
FORM
OF
CLASS M-1 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES TO THE EXTENT DESCRIBED
IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$29,569,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$29,569,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
8361▇▇
▇▇ ▇
|
|
Class
|
:
|
M-1
|
|
Assumed
Maturity Date
|
:
|
March
2036
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
M-1
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-1 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-1 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-1 Certificate (obtained by dividing the Denomination
of this Class M-1 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇
Fargo Bank, N.A. as master servicer, servicer and trust administrator (the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-1 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-1 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-1 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-1 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class M-1 Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-6
FORM
OF
CLASS M-2 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND CLASS M-1 CERTIFICATES
TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$26,733,000.00
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$26,733,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83611M
NJ 3
|
|
Class
|
:
|
M-2
|
|
Assumed
Maturity Date
|
:
|
March
2036
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
M-2
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-2 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-2 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-2 Certificate (obtained by dividing the Denomination
of this Class M-2 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇
Fargo Bank, N.A. as master servicer, servicer and trust administrator (the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-2 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-2 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-2 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-2 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class M-2 Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trust Administrator to issue a new Certificate
of
a like denomination and Class, to the above named assignee and
deliver
such Certificate to the following address:______
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-7
FORM
OF
CLASS M-3 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, CLASS M-1 CERTIFICATES
AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$17,012,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$17,012,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83611M
NK 0
|
|
Class
|
:
|
M-3
|
|
Assumed
Maturity Date
|
:
|
March
2036
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
M-3
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-3 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-3 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-3 Certificate (obtained by dividing the Denomination
of this Class M-3 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇
Fargo Bank, N.A. as master servicer, servicer and trust administrator (the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-3 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-3 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-3 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-3 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class M-3 Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trust Administrator to issue a new Certificate
of
a like denomination and Class, to the above named assignee and
deliver
such Certificate to the following address:______
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-8
FORM
OF
CLASS M-4 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, AND THE CLASS M-3 CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$14,582,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$14,582,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
▇▇▇▇▇▇
▇▇ 8
|
|
Class
|
:
|
M-4
|
|
Assumed
Maturity Date
|
:
|
March
2036
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
M-4
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-4 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-4 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-4 Certificate (obtained by dividing the Denomination
of this Class M-4 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇
Fargo Bank, N.A. as master servicer, servicer and trust administrator (the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-4 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-4 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-4 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-4 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class M-4 Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trust Administrator to issue a new Certificate
of
a like denomination and Class, to the above named assignee and
deliver
such Certificate to the following address:______
______________________________________________________________________________
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-9
FORM
OF
CLASS M-5 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE CLASS M-4
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$14,582,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$14,582,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83611M
NM 6
|
|
Class
|
:
|
M-5
|
|
Assumed
Maturity Date
|
:
|
March
2036
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
M-5
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-5 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-5 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-5 Certificate (obtained by dividing the Denomination
of this Class M-5 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇
Fargo Bank, N.A. as master servicer, servicer and trust administrator (the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-5 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-5 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-5 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-5 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[REVERSE
OF CLASS M-5 CERTIFICATE]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trust Administrator to issue a new Certificate
of
a like denomination and Class, to the above named assignee and
deliver
such Certificate to the following address:______
______________________________________________________________________________
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-10
FORM
OF
CLASS M-6 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4
CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$12,557,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$12,557,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83611M
NN 4
|
|
Class
|
:
|
M-6
|
|
Assumed
Maturity Date
|
:
|
March
2036
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
M-6
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-6 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-6 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-6 Certificate (obtained by dividing the Denomination
of this Class M-6 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇
Fargo Bank, N.A. as master servicer, servicer and trust administrator (the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-6 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-6 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-6 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-6 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class M-6 Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trust Administrator to issue a new Certificate
of
a like denomination and Class, to the above named assignee and
deliver
such Certificate to the following address:______
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-11
FORM
OF
CLASS M-7 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4
CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES TO
THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$12,151,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$12,151,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83611M
NP 9
|
|
Class
|
:
|
M-7
|
|
Assumed
Maturity Date
|
:
|
March
2036
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
M-7
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-7 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-7 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-7 Certificate (obtained by dividing the Denomination
of this Class M-7 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇
Fargo Bank, N.A. as master servicer, servicer and trust administrator (the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-7 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-7 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-7 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-7 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class M-7 Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trust Administrator to issue a new Certificate
of
a like denomination and Class, to the above named assignee and
deliver
such Certificate to the following address:______
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-12
FORM
OF
CLASS M-8 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4
CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND
THE
CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$10,126,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$10,126,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83611M
NQ 7
|
|
Class
|
:
|
M-8
|
|
Assumed
Maturity Date
|
:
|
March
2036
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
M-8
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-8 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-8 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-8 Certificate (obtained by dividing the Denomination
of this Class M-8 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇
Fargo Bank, N.A. as master servicer, servicer and trust administrator (the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-8 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-8 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-8 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-8 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class M-8 Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
|
I
(We) further direct the Trust Administrator to issue a new Certificate
of
a like denomination and Class, to the above named assignee and
deliver
such Certificate to the following address:______
|
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-13
FORM
OF
CLASS M-9 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, CLASS M-1 CERTIFICATES,
THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4
CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
CLASS
M-7 CERTIFICATES AND THE M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$8,101,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$8,101,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83611M
NR 5
|
|
Class
|
:
|
M-9
|
|
Assumed
Maturity Date
|
:
|
March
2036
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
M-9
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-9 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-9 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-9 Certificate (obtained by dividing the Denomination
of this Class M-9 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇
Fargo Bank, N.A. as master servicer, servicer and trust administrator (the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-9 Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-9 Certificate by
virtue
of the acceptance hereof assents and by which such Holder is bound.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-9 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-9 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class M-9 Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
______________________________________________________________________________
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-14
FORM
OF
CLASS M-10 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR
CERTIFICATES, CLASS M-1 CERTIFICATES, CLASS M-2 CERTIFICATES, CLASS M-3
CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, CLASS M-6
CERTIFICATES, CLASS M-7 CERTIFICATES, CLASS M-8 CERTIFICATES AND CLASS M-9
CERTIFICATES,
TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$8,101,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$8,101,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83611M
NS 3
|
|
Class
|
:
|
M-10
|
|
Assumed
Maturity Date
|
:
|
March
2036
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
M-10
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-10 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-10 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-10 Certificate (obtained by dividing the Denomination
of this Class M-10 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of March 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇
Fargo Bank, N.A. as master servicer, servicer and trust administrator (the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class M-10 Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class M-10 Certificate by
virtue of the acceptance hereof assents and by which such Holder is
bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable sate securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act, and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding
the
transfer. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-10 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class M-10 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class M-10 Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-15
FORM
OF
CLASS B-1 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES 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.
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
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$8,101,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$8,101,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83611M
NT 1
|
|
Class
|
:
|
B-1
|
|
Assumed
Maturity Date
|
:
|
March
2036
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
B-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 B-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 B-1 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class B-1 Certificate (obtained by dividing the Denomination
of this Class B-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 March 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇
Fargo Bank, N.A. as master servicer, servicer and trust administrator (the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class B-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 B-1 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 Trust Administrator 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 Trust Administrator and the
Depositor against any liability that may result if the transfer is not so
exempt
or is not made in accordance with such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class B-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 B-1 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class B-1 Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-16
FORM
OF
CLASS B-2 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND 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.
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
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$6,481,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$6,481,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83611M
NU 8
|
|
Class
|
:
|
B-2
|
|
Assumed
Maturity Date
|
:
|
March
2036
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
B-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 B-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 B-2 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class B-2 Certificate (obtained by dividing the Denomination
of this Class B-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 March 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇
Fargo Bank, N.A. as master servicer, servicer and trust administrator (the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class B-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 B-2 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 Trust Administrator 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 Trust Administrator and the
Depositor against any liability that may result if the transfer is not so
exempt
or is not made in accordance with such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class B-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 B-2 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class B-2 Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-17
FORM
OF
CLASS B-3 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES 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.
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
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$9,721,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$9,721,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
83611M
NV 6
|
|
Class
|
:
|
B-3
|
|
Assumed
Maturity Date
|
:
|
March
2036
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
B-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 B-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 B-3 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Master Servicer, the Trust Administrator or
the
Trustee referred to below or any of their respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class B-3 Certificate (obtained by dividing the Denomination
of this Class B-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 March 1, 2006 (the “Agreement”) among the Depositor, ▇▇▇▇▇
Fargo Bank, N.A. as master servicer, servicer and trust administrator (the
“Master Servicer”, “Servicer” and “Trust Administrator”), and Deutsche Bank
National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class B-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 B-3 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 Trust Administrator 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 Trust Administrator and the
Depositor against any liability that may result if the transfer is not so
exempt
or is not made in accordance with such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class B-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 B-3 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class B-3 Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-18
FORM
OF
CLASS C CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND THE MEZZANINE
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Notional Amount
of
this Certificate (“Denomination”)
|
:
|
$9,720,727.49
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$9,720,727.49
|
|
Percentage
Interest
|
:
|
100.00%
|
|
CUSIP
|
:
|
83611M
NW 4
|
|
Class
|
:
|
C
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
C
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class C Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class C Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor,
the
Servicer, the Master Servicer, the Trust Administrator or the Trustee referred
to below or any of their respective affiliates.
This
certifies that Greenwich Capital Financial Products, Inc. is the registered
owner of the Percentage Interest evidenced by this Class C Certificate (obtained
by dividing the Denomination of this Class C Certificate by the Original
Class
Certificate Principal Balance) in certain distributions with respect to a
Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of March 1, 2006 (the “Agreement”) among the
Depositor, ▇▇▇▇▇ Fargo Bank, N.A. as master servicer, servicer and trust
administrator (the “Master Servicer”, “Servicer” and “Trust Administrator”), and
Deutsche Bank National Trust Company, a national banking association, as
trustee
(the “Trustee”). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class C Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class C Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trust Administrator and the Depositor in writing the facts
surrounding the transfer. In the event that such a transfer is not to be
made
pursuant to Rule 144A of the Act, there shall be delivered to the Trust
Administrator and the Depositor of an Opinion of Counsel that such transfer
may
be made pursuant to an exemption from the Act, which Opinion of Counsel shall
not be obtained at the expense of the Trustee, the Servicer, the Master
Servicer, the Trust Administrator or the Depositor; or there shall be delivered
to the Trust Administrator and the Depositor a transferor certificate by
the
transferor and an investment letter shall be executed by the transferee.
The
Holder hereof desiring to effect such transfer shall, and does hereby agree
to,
indemnify the Trust Administrator and the Depositor against any liability
that
may result if the transfer is not so exempt or is not made in accordance
with
such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class C Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class C Certificate shall not be entitled to any benefit under the Agreement
or
be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class C Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-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
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$100.00
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$100.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
CUSIP
|
:
|
83611M
NX 2
|
|
Class
|
:
|
P
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
P
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class P Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class P Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor,
the
Servicer, the Master Servicer, the Trust Administrator or the Trustee referred
to below or any of their respective affiliates.
This
certifies that Greenwich Capital Financial Products, Inc. is the registered
owner of the Percentage Interest evidenced by this Class P Certificate (obtained
by dividing the Denomination of this Class P Certificate by the Original
Class
Certificate Principal Balance) in certain distributions with respect to a
Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of March 1, 2006 (the “Agreement”) among the
Depositor, ▇▇▇▇▇ Fargo Bank, N.A. as master servicer, servicer and trust
administrator (the “Master Servicer”, “Servicer” and “Trust Administrator”), and
Deutsche Bank National Trust Company, a national banking association, as
trustee
(the “Trustee”). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class P Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class P Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.
This
Certificate does not have a pass-through rate and will be entitled to
distributions only to the extent set forth in the Agreement.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trust Administrator and the Depositor in writing the facts
surrounding the transfer. In the event that such a transfer is not to be
made
pursuant to Rule 144A of the Act, there shall be delivered to the Trust
Administrator and the Depositor of an Opinion of Counsel that such transfer
may
be made pursuant to an exemption from the Act, which Opinion of Counsel shall
not be obtained at the expense of the Trustee, the Servicer, the Master
Servicer, the Trust Administrator or the Depositor; or there shall be delivered
to the Trust Administrator and the Depositor a transferor certificate by
the
transferor and an investment letter shall be executed by the transferee.
The
Holder hereof desiring to effect such transfer shall, and does hereby agree
to,
indemnify the Trust Administrator and the Depositor against any liability
that
may result if the transfer is not so exempt or is not made in accordance
with
such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class P Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class P Certificate shall not be entitled to any benefit under the Agreement
or
be valid for any purpose unless manually countersigned by an authorized
signatory of the Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class P Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-20
FORM
OF
CLASS R CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR A TRANSFER AFFIDAVIT IN
ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Percentage
Interest
|
:
|
100%
|
|
CUSIP
|
:
|
83611M
NY 0
|
|
Class
|
:
|
R
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
R
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
This
Certificate does not evidence an obligation of, or an interest in, and is
not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator or the Trustee referred to below or any of their respective
affiliates.
This
certifies that Greenwich Capital Markets, Inc. is the registered owner of
the
Percentage Interest evidenced by this Certificate specified above in the
interest represented by all Certificates of the Class to which this Certificate
belongs in a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the “Depositor”). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of March 1, 2006 (the
“Agreement”) among the Depositor, ▇▇▇▇▇ Fargo Bank, N.A. as master servicer,
servicer and trust administrator (the “Master Servicer”, “Servicer” and “Trust
Administrator”), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the “Trustee”). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
This
Certificate does not have a principal balance or pass-through rate and will
be
entitled to distributions only to the extent set forth in the Agreement.
In
addition, any distribution of the proceeds of any remaining assets of the
Trust
will be made only upon presentment and surrender of this Certificate at the
Office or the office or agency maintained by the Trust
Administrator.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trust Administrator and the Depositor in writing the facts
surrounding the transfer. In the event that such a transfer is not to be
made
pursuant to Rule 144A of the Act, there shall be delivered to the Trust
Administrator and the Depositor of an Opinion of Counsel that such transfer
may
be made pursuant to an exemption from the Act, which Opinion of Counsel shall
not be obtained at the expense of the Trustee, the Servicer, the Master
Servicer, the Trust Administrator or the Depositor; or there shall be delivered
to the Trust Administrator and the Depositor a transferor certificate by
the
transferor and an investment letter shall be executed by the transferee.
The
Holder hereof desiring to effect such transfer shall, and does hereby agree
to,
indemnify the Trust Administrator and the Depositor against any liability
that
may result if the transfer is not so exempt or is not made in accordance
with
such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions
that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this
Certificate may be transferred without delivery to the Trust Administrator
of
(a) a transfer affidavit of the proposed transferee and (b) a transfer
certificate of the transferor, each of such documents to be in the form
described in the Agreement, (iii) each person holding or acquiring any Ownership
Interest in this Certificate must agree to require a transfer affidavit and
to
deliver a transfer certificate to the Trust Administrator as required pursuant
to the Agreement, (iv) each person holding or acquiring an Ownership Interest
in
this Certificate must agree not to transfer an Ownership Interest in this
Certificate if it has actual knowledge that the proposed transferee is not
a
Permitted Transferee and (v) any attempted or purported transfer of any
Ownership Interest in this Certificate in violation of such restrictions
will be
absolutely null and void and will vest no rights in the purported transferee.
Pursuant to the Agreement, The Trust Administrator will provide the Internal
Revenue Service and any pertinent persons with the information needed to
compute
the tax imposed under the applicable tax laws on transfers of residual interests
to disqualified organizations, if any person other than a Permitted Transferee
acquires an Ownership Interest on a Class R Certificate in violation of the
restrictions mentioned above.
Reference
is hereby made to the further provisions of this Certificate set forth on
the
reverse hereof, which further provisions shall for all purposes have the
same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized officer of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
|
||
[Reverse
of Class R Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2 Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
|
|
|
unto
|
|
(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in immediately available
|
|||||||
|
funds
to
|
|||||||
|
for
the account of
|
|||||||
|
account
number
|
or,
if mailed by check, to
|
||||||
|
Applicable
statements should be mailed to
|
|||||||
|
This
information is provided by
|
|||||||
|
assignee
named above, or
|
|||||||
|
its
agent.
|
|||||||
EXHIBIT
A-21
FORM
OF
CLASS R-X CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR A TRANSFER AFFIDAVIT IN
ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
March
1, 2006
|
|
First
Distribution Date
|
:
|
April
25, 2006
|
|
Percentage
Interest
|
:
|
100.00%
|
|
CUSIP
|
:
|
83611M
NZ 7
|
|
Class
|
:
|
R-X
|
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
Series
2006-2
CLASS
R-X
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of second
lien,
fixed rate mortgage loans (the “Mortgage Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
This
Certificate does not evidence an obligation of, or an interest in, and is
not
guaranteed by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator or the Trustee referred to below or any of their respective
affiliates.
This
certifies that Greenwich Capital Markets, Inc. is the registered owner of
the
Percentage Interest evidenced by this Certificate specified above in the
interest represented by all Certificates of the Class to which this Certificate
belongs in a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the “Depositor”). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of March 1, 2006 (the
“Agreement”) among the Depositor, ▇▇▇▇▇ Fargo Bank, N.A. as master servicer,
servicer and trust administrator (the “Master Servicer”, “Servicer” and “Trust
Administrator”), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the “Trustee”). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
This
Certificate does not have a principal balance or pass-through rate and will
be
entitled to distributions only to the extent set forth in the Agreement.
In
addition, any distribution of the proceeds of any remaining assets of the
Trust
will be made only upon presentment and surrender of this Certificate at the
Office or the office or agency maintained by the Trust
Administrator.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made
in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to
effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trust Administrator and the Depositor in writing the facts
surrounding the transfer. In the event that such a transfer is not to be
made
pursuant to Rule 144A of the Act, there shall be delivered to the Trust
Administrator and the Depositor of an Opinion of Counsel that such transfer
may
be made pursuant to an exemption from the Act, which Opinion of Counsel shall
not be obtained at the expense of the Trustee, the Servicer, the Master
Servicer, the Trust Administrator or the Depositor; or there shall be delivered
to the Trust Administrator and the Depositor a transferor certificate by
the
transferor and an investment letter shall be executed by the transferee.
The
Holder hereof desiring to effect such transfer shall, and does hereby agree
to,
indemnify the Trust Administrator and the Depositor against any liability
that
may result if the transfer is not so exempt or is not made in accordance
with
such federal and state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions
that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this
Certificate may be transferred without delivery to the Trust Administrator
of
(a) a transfer affidavit of the proposed transferee and (b) a transfer
certificate of the transferor, each of such documents to be in the form
described in the Agreement, (iii) each person holding or acquiring any Ownership
Interest in this Certificate must agree to require a transfer affidavit and
to
deliver a transfer certificate to the Trust Administrator as required pursuant
to the Agreement, (iv) each person holding or acquiring an Ownership Interest
in
this Certificate must agree not to transfer an Ownership Interest in this
Certificate if it has actual knowledge that the proposed transferee is not
a
Permitted Transferee and (v) any attempted or purported transfer of any
Ownership Interest in this Certificate in violation of such restrictions
will be
absolutely null and void and will vest no rights in the purported transferee.
Pursuant to the Agreement, the Trust Administrator will provide the Internal
Revenue Service and any pertinent persons with the information needed to
compute
the tax imposed under the applicable tax laws on transfers of residual interests
to disqualified organizations, if any person other than a Permitted Transferee
acquires an Ownership Interest on a Class R-X Certificate in violation of
the
restrictions mentioned above.
Reference
is hereby made to the further provisions of this Certificate set forth on
the
reverse hereof, which further provisions shall for all purposes have the
same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized officer of
the
Trust Administrator.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
April __, 2006
|
SOUNDVIEW
HOME LOAN TRUST 2006-2
|
||
|
▇▇▇▇▇
FARGO BANK, N.A., not in its individual capacity, but solely
as Trust
Administrator
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By:
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This
is one of the Certificates referenced
in
the within-mentioned Agreement
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By:
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Authorized
Signatory of
▇▇▇▇▇
Fargo Bank, N.A.,
as
Trust Administrator
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[Reverse
of Class R-X Certificate]
Soundview
Home Loan Trust 2006-2
Asset-Backed
Certificates,
SERIES
2006-2
This
Certificate is one of a duly authorized issue of Certificates designated
as
Soundview Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
(herein collectively called the “Certificates”), and representing a beneficial
ownership interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it
will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trust Administrator is not liable to the
Certificateholders for any amount payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement.
This
Certificate does not purport to summarize the Agreement and reference is
made to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trust Administrator.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business
Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs
on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register
or by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trust
Administrator or the Trust Administrator’s agent specified in the notice to
Certificateholders of such final distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trust
Administrator and the rights of the Certificateholders under the Agreement
at
any time by the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee and of Holders of the requisite percentage
of the
Percentage Interests of each Class of Certificates affected by such amendment,
as specified in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation
of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of
any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trust Administrator as provided
in
the Pooling and Servicing Agreement accompanied by a written instrument of
transfer in form satisfactory to the Trust Administrator and the Certificate
Registrar duly executed by the holder hereof or such holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations and evidencing the same aggregate Percentage
Interest in the Trust will be issued to the designated transferee or
transferees.
The
Certificates are issuable only as registered Certificates without coupons
in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge payable in connection therewith.
The
Depositor, the Servicer, the Master Servicer, the Trust Administrator and
the
Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
the
Trust Administrator or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none
of the
Depositor, the Trustee, the Servicer, the Master Servicer, the Trust
Administrator or any such agent shall be affected by any notice to the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
Stated Principal Balance of the Initial Mortgage Loans and the Additional
Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage
Loans
at a purchase price determined as provided in the Agreement. In the event
that
no such optional termination occurs, the obligations and responsibilities
created by the Agreement will terminate upon notice to the Trust Administrator
upon the earliest of (i) the Distribution Date on which the Certificate
Principal Balances of the Regular Certificates have been reduced to zero,
(ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
(iii) the optional purchase by the Servicer of the Mortgage Loans as described
in the Agreement and (iv) the Distribution Date in March 2036.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
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FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
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unto
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(Please
print or typewrite name and address including postal zip code of
assignee)
the
Percentage Interest evidenced by the within Certificate and hereby authorizes
the transfer of registration of such Percentage Interest to assignee on the
Certificate Register of the Trust.
I
(We)
further direct the Trust Administrator to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:______
Dated:_________________
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
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Distributions
shall be made, by wire transfer or otherwise, in immediately available
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funds
to
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for
the account of
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Account
number
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or,
if mailed by check, to
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Applicable
statements should be mailed to
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This
information is provided by
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Assignee
named above, or
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its
agent.
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EXHIBIT
B
[RESERVED]
EXHIBIT
C
FORM
OF
ASSIGNMENT AND RECOGNITION AGREEMENTS
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated April 6, 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 December 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 2006-2 (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of March
1, 2006
(the “Pooling
Agreement”),
among
the Assignee, ▇▇▇▇▇ Fargo Bank, N.A., as master servicer and servicer
(the
“Master Servicer” and “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;
(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 (i) set forth in Sections 7.02 (iii),
(iv),
(vii), (xv), (xvii), (xviii), (xxiii), (xxxii) and (l) 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 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.
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. | ||
| By: | ||
| Name: | ||
| Title: | ||
| FINANCIAL ASSET SECURITIES CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
| AAMES CAPITAL CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
SCHEDULE
I
REPRESENTATIONS
AND WARRANTIES
Capitalized
terms used in this Schedule I but not defined in this Agreement shall
have the
meanings given to such terms in the Purchase Agreement.
1. The
information set forth in the related Mortgage Loan Schedule is complete, true
and correct in all material respects;
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
(except
that the Mortgage Loans may be up to 29 days delinquent as set forth
below); the
Seller has not advanced funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required
by the
Mortgage Note or Mortgage; no Mortgage Loan is thirty (30) or more days
delinquent as of the Closing Date and there has been no delinquency of
more than
29 days, in any payment by the Mortgagor thereunder since the origination
of the
Mortgage Loan;
4. Except
as
set forth on Schedule 7.02(iv), there are no delinquent taxes, ground
rents,
water charges, sewer rents, assessments, insurance premiums, leasehold
payments,
including assessments payable in future installments or other outstanding
charges affecting the related Mortgaged Property;
5. The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived,
altered or
modified in any respect, except by written instruments, recorded in the
applicable public recording office if necessary to maintain the lien
priority of
the Mortgage, and which have been delivered to the Custodian; the substance
of
any such waiver, alteration or modification has been approved by the
title
insurer, to the extent required by the related policy, and is reflected
on the
related Mortgage Loan Schedule. No instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been released, in
whole or
in part, except in connection with an assumption agreement approved by
the
title
insurer, to the extent required by the policy, and which assumption agreement
has been delivered to the Custodian and the terms of which are reflected
in the
related Mortgage Loan Schedule;
6. The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor
will the
operation of any of the terms of the Mortgage Note and the Mortgage,
or the
exercise of any right thereunder, render the Mortgage unenforceable,
in whole or
in part, or subject to any right of rescission, set-off, counterclaim
or
defense, including the defense of usury and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto.
Each
Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
enforceable and collectible under applicable federal, state and local
law;
7. All
buildings upon the Mortgaged Property are insured by a Qualified Insurer
acceptable to prudent mortgage lenders in the secondary mortgage market
against
loss by fire, hazards of extended coverage and such other hazards as
are
customary in the area where the Mortgaged Property is located, pursuant
to
insurance policies providing coverage in an amount not less than the
greatest of
(i) 100% of the replacement cost of all improvements to the Mortgaged
Property,
(ii) either (A) the outstanding principal balance of the Mortgage Loan
with
respect to each first lien Mortgage Loan or (B) with respect to each
second lien
Mortgage Loan, the sum of the outstanding principal balance of the related
first
lien mortgage loan and the outstanding principal balance of the second
lien
Mortgage Loan, or (iii) the amount necessary to avoid the operation of
any
co-insurance provisions with respect to the Mortgaged Property, and consistent
with the amount that would have been required as of the date of origination
in
accordance with the Underwriting Guidelines. All such insurance policies
contain
a standard mortgagee clause naming the Seller, its successors and assigns
as
mortgagee and all premiums thereon have been paid. If the Mortgaged Property
is
in an area identified on a Flood Hazard Map or Flood Insurance Rate Map
issued
by the Federal Emergency Management Agency as having special flood hazards
(and
such flood insurance has been made available) a flood insurance policy
meeting
the requirements of the current guidelines of the Federal Insurance
Administration. The Mortgage obligates the Mortgagor thereunder to maintain
all
such insurance at the Mortgagor's cost and expense, and on the Mortgagor's
failure to do so, authorizes the holder of the Mortgage to maintain such
insurance at Mortgagor's cost and expense and to seek reimbursement therefor
from the Mortgagor;
8. Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures,
predatory and abusive lending, consumer credit protection, equal credit
opportunity, fair housing or disclosure laws applicable to the origination
and
servicing of mortgage loans of a type similar to the Mortgage Loans and
applicable to any prepayment penalty associated with the Mortgage Loans
at
origination have been complied with;
9. The
Mortgage has not been satisfied, cancelled, subordinated or rescinded,
in whole
or in part, and the Mortgaged Property has not been released from the
lien of
the Mortgage, in whole or in part, nor has any instrument been executed
that
would effect any such satisfaction, cancellation, subordination, rescission
or
release;
10. The
Mortgage (including any Negative Amortization which may arise thereunder)
is a
valid, existing and enforceable (A) first lien and first priority security
interest with respect to each Mortgage Loan which is indicated by the
Seller to
be a first lien (as reflected on the Mortgage Loan Schedule), or (B)
second lien
and second priority security interest with respect to each Mortgage Loan
which
is indicated by the Seller to be a second lien (as reflected on the Mortgage
Loan Schedule), in either case, on the Mortgaged Property, including
all
improvements on the Mortgaged Property subject only to (a) the lien of
current
real property taxes and assessments not yet due and payable, (b) covenants,
conditions and restrictions, rights of way, easements and other matters
of the
public record as of the date of recording being acceptable to mortgage
lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and
which do
not adversely affect the Appraised Value of the Mortgaged Property, (c)
with
respect to each Mortgage Loan which is indicated by the Seller to be
a second
lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a first
lien on
the Mortgaged Property; and (d) other matters to which like properties
are
commonly subject which do not materially interfere with the benefits
of the
security intended to be provided by the Mortgage or the use, enjoyment,
value or
marketability of the related Mortgaged Property. Any security agreement,
chattel
mortgage or equivalent document related to and delivered in connection
with the
Mortgage Loan establishes and creates a valid, existing and enforceable
first or
second lien and first or second priority security interest (in each case,
as
indicated on the Mortgage Loan Schedule) on the property described therein
and
the Seller has full right to sell and assign the same to the Purchaser.
The
Mortgaged Property was not, as of the date of origination of the Mortgage
Loan,
subject to a mortgage, deed of trust, deed to secure debt or other security
instrument creating a lien subordinate to the lien of the Mortgage;
11. The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance
with its
terms;
12. All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. Except as set forth on Schedule 7.02(xii), 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)
generally acceptable in the subprime secondary mortgage market, issued
by a
title insurer generally acceptable in the subprime secondary mortgage
market and
qualified to do business in the jurisdiction where the Mortgaged Property
is
located, insuring (subject to the exceptions contained in (x)(a) and
(b), and
with respect to any second lien Mortgage Loan (c), above) the Seller,
its
successors and assigns as to the first or second priority lien (as indicated
on
the Mortgage Loan Schedule) of the Mortgage in the original principal
amount of
the Mortgage Loan (including, if the Mortgage Loan provides for Negative
Amortization, the maximum amount of Negative Amortization in accordance
with the
Mortgage) and, with respect to any Adjustable Rate Mortgage Loan, against
any
loss by reason of the invalidity or unenforceability of the lien resulting
from
the provisions of the Mortgage providing for adjustment in the Mortgage
Interest
Rate and Monthly Payment and Negative Amortization provisions of the
Mortgage
Note. Additionally, such lender's title insurance policy affirmatively
insures
ingress and egress to and from the Mortgaged Property, and against encroachments
by or upon the Mortgaged Property or any interest therein. The Seller
is the
sole insured of such lender's title insurance policy, and such lender’s title
insurance policy is in full force and effect and will be in full force
and
effect upon the consummation of the transactions contemplated by this
Agreement.
No claims have been made under such lender's title insurance policy,
and no
prior holder of the related Mortgage, including the Seller, has done,
by act or
omission, anything which would impair the coverage of such lender's title
insurance policy;
17. Except
with respect to (i) real property taxes and assessments previously due
and
payable as described on Schedule 7.02(iv), property insurance and other
costs
for maintenance of the Mortgaged Property advanced by the Seller, and
(ii) the
non-payment of the Monthly Payment by the Mortgagor on the most recent
Due 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 the Seller has
not
waived any default, breach, violation or event of acceleration. With
respect to
each second lien Mortgage Loan (i) the first lien mortgage loan is in
full force
and effect, (ii) except
with respect to (x) real property taxes and assessments previously due
and
payable as described on Schedule 7.02(iv), property insurance and other
costs
for maintenance of the Mortgaged Property advanced by the Seller, and
(y) the
non-payment of the Monthly Payment by the Mortgagor on the most recent
Due Date,
there
is
no default, breach, violation or event of acceleration existing under
such first
lien mortgage or the related mortgage note, (iii) no event which, with
the
passage of time or with notice and the expiration of any grace or cure
period,
would constitute a default, breach, violation or event of acceleration
thereunder, (iv) either (A) the first lien mortgage contains a provision
which
allows or (B) applicable law requires, the mortgagee under the second
lien
Mortgage Loan to receive notice of, and affords such mortgagee an opportunity
to
cure any default by payment in full or otherwise under the first lien
mortgage,
(v) the related first lien does not provide for or permit negative amortization
under such first lien Mortgage Loan, and (vi) either no consent for the
Mortgage
Loan is required by the holder of the first lien or such consent has
been
obtained and is contained in the Mortgage File;
18. There
are
no mechanics' or similar liens or claims which have been filed for work,
labor
or material (and no rights are outstanding that under law could give
rise to
such lien) affecting the related Mortgaged Property which are or may
be liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
19. All
improvements which were considered in determining the Appraised Value
of the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
20. The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar banking institution which
is
supervised and examined by a federal or state authority, or by a mortgagee
approved as such by the Secretary of HUD;
21.
Principal payments on the Mortgage Loan commenced no more than sixty
(60) days
after the proceeds of the Mortgage Loan were disbursed. The Mortgage
Loan bears
interest at the Mortgage Interest Rate. With respect to each Mortgage
Loan which
is not a Negative Amortization Loan, the Mortgage Note is payable on
the first
day of each month in Monthly Payments, which, in the case of a Fixed
Rate
Mortgage Loans, are sufficient to fully amortize the original principal
balance
over the original term thereof (other than with respect to a Mortgage
Loan
identified on the related Mortgage Loan Schedule as an interest-only
Mortgage
Loan during the interest-only period or a Mortgage Loan which is identified
on
the related Mortgage Loan Schedule as a Balloon Mortgage Loan) and to
pay
interest at the related Mortgage Interest Rate, and, in the case of an
Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and
in any
case, are sufficient to fully amortize the original principal balance
over the
original term thereof (other than with respect to a Mortgage Loan identified
on
the related Mortgage Loan Schedule as an interest-only Mortgage Loan
during the
interest-only period or a Mortgage Loan which is identified on the related
Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay interest
at the
related Mortgage Interest Rate. With respect to each Negative Amortization
Mortgage Loan, the related Mortgage Note requires a Monthly Payment which
is
sufficient during the period following each Payment Adjustment Date,
to fully
amortize the outstanding principal balance as of the first day of such
period
(including any Negative Amortization) over the then remaining term of
such
Mortgage Note and to pay interest at the related Mortgage Interest Rate;
provided, that the Monthly Payment shall not increase to an amount that
exceeds
107.5% of the amount of the Monthly Payment that was due immediately
prior to
the Payment Adjustment Date; provided, further, that the payment adjustment
cap
shall not be applicable with respect to the adjustment made to the Monthly
Payment that occurs in a year in which the Mortgage Loan has been outstanding
for a multiple of five (5) years and in any such year the Monthly Payment
shall
be adjusted to fully amortize the Mortgage Loan over the remaining term.
With
respect to each Mortgage Loan identified on the Mortgage Loan Schedule
as an
interest-only Mortgage Loan, the interest-only period shall not exceed
ten (10)
years (or such other period specified on the Mortgage Loan Schedule)
and
following the expiration of such interest-only period, the remaining
Monthly
Payments shall be sufficient to fully amortize the original principal
balance
over the remaining term of the Mortgage Loan and to pay interest at the
related
Mortgage Interest Rate. With respect to each Balloon Mortgage Loan, the
Mortgage
Note requires a monthly payment which is sufficient to fully amortize
the
original principal balance over the original amortization term thereof
(ignoring
the balloon term) and to pay interest at the related Mortgage Interest
Rate and
requires a final Monthly Payment substantially greater than the preceding
monthly payment which is sufficient to repay the remained unpaid principal
balance of the Balloon Mortgage Loan as the Due Date of such monthly
payment.
The Index for each Adjustable Rate Mortgage Loan is as set forth on the
Mortgage
Loan Schedule. No Mortgage Loan is a Convertible Mortgage Loan. No Balloon
Mortgage Loan has an original stated maturity of less than seven (7)
years;
22. The
origination, servicing and collection practices used with respect to
each
Mortgage Note and Mortgage including, without limitation, the establishment,
maintenance and servicing of the Escrow Accounts and Escrow Payments,
if any,
since origination, have been in all respects legal, proper, prudent and
customary in the mortgage origination and servicing industry. The Mortgage
Loan
has been serviced by the Seller and any predecessor servicer in accordance
with
the terms of the Mortgage Note and Accepted Servicing Practices. With
respect to
escrow deposits and Escrow Payments, if any, all such payments are in
the
possession of, or under the control of, the Seller and, except as set
forth on
Schedule 7.02(xxii), 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 material damage 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.
Except as
set forth on Schedule 7.02(xxiv), the Mortgagor has not notified the
Seller and
the Seller has no knowledge of any relief requested or allowed to the
Mortgagor
under the Servicemembers’ Civil Relief Act;
25. The
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
in
effect at the time the Mortgage Loan was originated; and the Mortgage
Note and
Mortgage are on forms generally acceptable to prudent sub-prime
lenders;
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 ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇
Mac,
was on
appraisal form 1004 or form 2055 with an interior inspection and was
made and
signed, prior to the approval of the Mortgage Loan application, by a
qualified
appraiser, duly appointed by the Seller, who had no interest, direct
or indirect
in the Mortgaged Property or in any loan made on the security thereof,
whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan
and who met the minimum qualifications of the Financial Institutions
Reform,
Recovery, and Enforcement Act of 1989. Each appraisal of the Mortgage
Loan was
made in accordance with the relevant provisions of the Financial Institutions
Reform, Recovery, and Enforcement Act of 1989;
28. In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except
in
connection with a trustee's sale after default by the Mortgagor;
29. No
Mortgage Loan contains provisions pursuant to which Monthly Payments
are (a)
paid or partially paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b)
paid by
any source other than the Mortgagor or (c) contains any other similar
provisions
which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
payment mortgage loan and the Mortgage Loan does not have a shared appreciation
or other contingent interest feature;
30. The
Mortgagor has received all disclosure materials required by applicable
law with
respect to the making of fixed rate mortgage loans in the case of Fixed
Rate
Mortgage Loans, and adjustable rate mortgage loans in the case of Adjustable
Rate Mortgage Loans and rescission materials with respect to Refinanced
Mortgage
Loans, and such disclosure materials are 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 (taking into account that such Mortgage Loan is a subprime mortgage
loan) that can reasonably be expected to cause the Mortgage Loan to be
an
unacceptable investment or adversely affect the value of the Mortgage
Loan;
33. No
Mortgage Loan had an LTV or a CLTV at origination in excess of 100%.
No Mortgage
Loan is subject to a lender paid primary mortgage insurance policy;
34. At
the
time of origination, the Mortgaged Property was lawfully occupied under
applicable law; all inspections, licenses and certificates required to
be made
or issued with respect to all occupied portions of the Mortgaged Property
and,
with respect to the use and occupancy of the same, including but not
limited to
certificates of occupancy, have been made or obtained from the appropriate
authorities;
35. No
error,
omission, misrepresentation, negligence, fraud or similar occurrence
with
respect to a Mortgage Loan has taken place on the part of any person,
including
without limitation the Mortgagor, any appraiser, any builder or developer,
or
any other party involved in the origination of the Mortgage Loan or in
the
application of any insurance in relation to such Mortgage Loan;
36. The
Assignment of Mortgage is in recordable form, except for the name of
the
assignee which is blank, and is acceptable for recording under the laws
of the
jurisdiction in which the Mortgaged Property is located;
37. Any
principal advances made to the Mortgagor prior to the Cut-off Date have
been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest
rate and
single repayment term. The lien of the Mortgage securing the consolidated
principal amount is expressly insured as having first or second (as indicated
on
the Mortgage Loan Schedule) lien priority by a title insurance policy,
an
endorsement to the policy insuring the mortgagee's consolidated interest
or by
other generally acceptable title evidence acceptable to prudent mortgage
purchasers in the secondary mortgage market. The consolidated principal
amount
does not exceed the original principal amount of the Mortgage Loan plus
any
Negative Amortization;
38. If
the
Residential Dwelling on the Mortgaged Property is a condominium unit
or a unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements generally required in the subprime secondary mortgage
market;
39. 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;
40. Except
as
set forth on Schedule (xl), interest on each Mortgage Loan is calculated
on the
basis of a 360-day year consisting of twelve 30-day months;
41. At
the
time of origination, the Mortgaged Property was in material compliance
with all
applicable environmental laws pertaining to environmental hazards including,
without limitation, asbestos, and neither the Seller nor, to the Seller’s
knowledge, the related Mortgagor, has received any notice of any violation
or
potential violation of such law;
42. The
Seller shall, at its own expense, cause each Mortgage Loan to be covered
by a
Tax Service Contract which is assignable to the Purchaser or its designee;
provided however, that if the Seller fails to purchase such Tax Service
Contract, the Seller shall be required to reimburse the Purchaser for
all costs
and expenses incurred by the Purchaser in connection with the purchase
of any
such Tax Service Contract;
43. Each
Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
to
the Purchaser or its designee or, for each Mortgage Loan not covered
by such
Flood Zone Service Contract, the Seller agrees to purchase such Flood
Zone
Service Contract;
44. No
Mortgage Loan is (a)(1) subject to the provisions of the Homeownership
and
Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an APR or total
points and fees that are equal to or exceeds the HOEPA thresholds (as
defined in
12 CFR 226.32 (a)(1)(i) and (ii)), (b) a “high cost” mortgage loan, “covered”
mortgage loan, “high risk home” mortgage loan, or “predatory” mortgage loan or
any other comparable term, no matter how defined under any federal, state
or
local law, (c) subject to any comparable federal, state or local statutes
or
regulations, or any other statute or regulation providing for heightened
regulatory scrutiny or assignee liability to holders of such mortgage
loans, or
(d) a High Cost Loan or Covered Loan, as applicable (as such terms are
defined
in the current Standard & Poor’s LEVELS® Version 5.6(c) Glossary Revised,
Appendix E);
45. No
predatory, abusive, or deceptive lending practices, including but not
limited
to, the extension of credit to a Mortgagor without regard for the Mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a mortgagor
which has no apparent benefit to the Mortgagor, were employed in connection
with
the origination of the Mortgage Loan;
46. Except
as
set forth on Schedule 7.02(xlvi), the debt-to-income ratio of the related
Mortgagor was not greater than 60% at the origination of the related
Mortgage
Loan;
47. No
Mortgagor was required to purchase any credit insurance product (e.g.,
life,
mortgage, disability, accident, unemployment or health insurance product)
or
debt cancellation agreement as a condition of obtaining the extension
of credit.
No Mortgagor obtained a prepaid single premium credit insurance policy
(e.g.,
life, mortgage, disability, accident, unemployment or health insurance)
or debt
cancellation agreement in connection with the origination of the Mortgage
Loan.
No proceeds from any Mortgage Loan were used to purchase single premium
credit
insurance policies or debt cancellation agreements as part of the origination
of, or as a condition to closing, such Mortgage Loan;
48. The
Mortgage Loans were not selected from the outstanding one- to four-family
mortgage loans in the Seller’s portfolio as to which the representations and
warranties set forth in this Agreement could be made at the related Closing
Date
in a manner so as to affect adversely the interests of the
Purchaser;
49. The
Mortgage contains an enforceable provision for the acceleration of the
payment
of the unpaid principal balance of the Mortgage Loan in the event that
the
Mortgaged Property is sold or transferred without the prior written consent
of
the mortgagee thereunder;
50. The
Mortgage Loan complies with all applicable consumer credit statutes and
regulations, including, without limitation, the respective Uniform Consumer
Credit Code laws in effect in Alabama, Colorado, Idaho, Indiana, Iowa,
Kansas,
Maine, Oklahoma, South Carolina, Utah, West Virginia and Wyoming, has
been
originated by a properly licensed entity, and in all other respects,
complies
with all of the material requirements of any such applicable laws;
51. The
information set forth in the Mortgage Loan Schedule as to Prepayment
Charges is
complete, true and correct in all material respects and each Prepayment
Charge
is permissible, enforceable and collectable in accordance with its terms
upon
the Mortgagor’s full and voluntary principal payment under applicable
law;
52. The
Mortgage Loan was not prepaid in full prior to the Closing Date and the
Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
53. No
Mortgage Loan is secured by cooperative housing, commercial property
or mixed
use property;
54. Each
Mortgage Loan is eligible for sale in the secondary market or for inclusion
in a
Securitization Transaction;
55. Except
as
set forth on the related Mortgage Loan Schedule, none of the Mortgage
Loans are
subject to a Prepayment Charge. For any Mortgage Loan originated prior
to
October 1, 2002 that is subject to a Prepayment Charge, such Prepayment
Charge
does not extend beyond five (5) years after the date of origination.
For any
Mortgage Loan originated on or following October 1, 2002 that is subject
to a
Prepayment Charge, such Prepayment Charge does not extend beyond three
(3) years
after the date of origination. With respect to any Mortgage Loan that
contains a
provision permitting imposition of a premium upon a prepayment prior
to
maturity: (i) prior to the Mortgage Loan's origination, the Mortgagor
agreed to
such premium in exchange for a monetary benefit, including but not limited
to a
rate or fee reduction, (ii) prior to the Mortgage Loan's origination,
the
Mortgagor was offered the option of obtaining a Mortgage Loan that did
not
require payment of such a premium, (iii) the prepayment premium is disclosed
to
the Mortgagor in the loan documents pursuant to applicable state and
federal
law, and (iv) notwithstanding any state or federal law to the contrary,
the
Seller shall not impose such Prepayment Charge in any instance when the
mortgage
debt is accelerated as the result of the Mortgagor's default in making
the loan
payments;
56. The
Seller has complied with all applicable anti-money laundering laws and
regulations, including without limitation the USA Patriot Act of 2001
(collectively, the “Anti-Money Laundering Laws”); the Seller has established an
anti-money laundering compliance program as required by the Anti-Money
Laundering Laws, has conducted the requisite due diligence in connection
with
the origination of each Mortgage Loan for purposes of the Anti-Money
Laundering
Laws, including with respect to the legitimacy of the applicable Mortgagor
and
the origin of the assets used by the said Mortgagor to purchase the Mortgaged
Property, and maintains, and will maintain, sufficient information to
identify
the applicable Mortgagor for purposes of the Anti-Money Laundering Laws.
No
Mortgage Loan is subject to nullification pursuant to Executive Order
13224 (the
“Executive Order”) or the regulations promulgated by the Office of Foreign
Assets Control of the United States Department of the Treasury (the “OFAC
Regulations”) or in violation of the Executive Order or the OFAC Regulations,
and no Mortgagor is subject to the provisions of such Executive Order
or the
OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC
Regulations;
57. No
Mortgagor was encouraged or required to select a Mortgage Loan product
offered
by the Mortgage Loan's originator which is a higher cost product designed
for
less creditworthy borrowers, unless at the time of the Mortgage Loan's
origination, such Mortgagor did not qualify taking into account credit
history
and debt to income ratios for a lower cost credit product then offered
by the
Mortgage Loan's originator or any affiliate of the Mortgage Loan's originator.
If, at the time of loan application, the Mortgagor may have qualified
for a
lower cost credit product then offered by any mortgage lending affiliate
of the
Mortgage Loan's originator, the Mortgage Loan's originator referred the
Mortgagor's application to such affiliate for underwriting consideration.
With
respect to any Mortgage Loan, the Mortgagor was assigned the highest
credit
grade available with respect to a mortgage loan product offered by such
Mortgage
Loan’s originator, based on a comprehensive assessment of risk factors,
including the Mortgagor’s credit history;
58. The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the Mortgagor's
income,
assets and liabilities to the proposed payment and such underwriting
methodology
does not rely on the extent of the Mortgagor's equity in the collateral
as the
principal determining factor in approving such credit extension. Such
underwriting methodology confirmed that at the time of origination
(application/approval) the Mortgagor had a reasonable ability to make
timely
payments on the Mortgage Loan;
59. With
respect to each Mortgage Loan, the Seller has fully and accurately furnished
complete information (i.e., favorable and unfavorable) on the related
borrower
credit files to Equifax, Experian and Trans Union Credit Information
Company, in
accordance with the Fair Credit Reporting Act and its implementing regulations,
on a monthly basis and, for each Mortgage Loan, the Seller will furnish,
in
accordance with the Fair Credit Reporting Act and its implementing regulations,
accurate and complete information on its borrower credit files to Equifax,
Experian, and Trans Union Credit Information Company, on a monthly
basis;
60. All
points and fees related to each Mortgage Loan were disclosed in writing
to the
related Borrower in accordance with applicable state and federal laws
and
regulations. All fees and charges (including finance charges) and whether
or not
financed, assessed, collected or to be collected in connection with the
origination and servicing of each Mortgage Loan were disclosed in writing
to the
related Mortgagor in accordance with applicable state and federal laws
and
regulations;
61. The
Seller will transmit full-file credit reporting data for each Mortgage
Loan
pursuant to ▇▇▇▇▇▇ ▇▇▇ Guide Announcement 95-19 and for each Mortgage
Loan,
Seller agrees it shall report one of the following statuses each month
as
follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off;
62. With
respect to any Mortgage Loan which is secured by manufactured housing,
if such
Mortgage Loans are permitted hereunder, such Mortgage Loan satisfies
the
requirements for inclusion in residential mortgage backed securities
transactions rated by Standard & Poor's Ratings Services and such
manufactured housing is the principal residence of the Mortgagor at the
time of
the origination of the Mortgage Loan;
63. Each
Mortgage Loan constitutes a “qualified mortgage” under
Section 860G(a)(3)(A) of the Code and Treasury Regulation
Section 1.860G-2(a)(1);
64. No
Mortgage Loan is secured by real property or secured by a manufactured
home
located in the state of Georgia unless (x) such Mortgage Loan was originated
prior to October 1, 2002 or after March 6, 2003, or (y) the property
securing
the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each
Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all
applicable provisions of the Georgia Act. No Mortgage Loan secured by
owner
occupied real property or an owner occupied manufactured home located
in the
State of Georgia was originated (or modified) on or after October 1,
2002
through and including March 6, 2003;
65. No
Mortgage Loan is a “High-Cost” loan as defined under the New York Banking Law
Section 6-1, effective as of April 1, 2003;
66. No
Mortgage Loan (a) is secured by property located in the State of New
York; (b)
had an unpaid principal balance at origination of $300,000 or less, and
(c) has
an application date on or after April 1, 2003, the terms of which Mortgage
Loan
equal or exceed either the APR or the points and fees threshold for “high-cost
home loans”, as defined in Section 6-1 of the New York State Banking
Law;
67. No
Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
Protection Act effective July 16, 2003 (Act 1340 or 2003);
68. No
Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
loan statute effective June 24, 2003 (Ky. Rev. Stat.
Section 360.100);
69. No
Mortgage Loan secured by property located in the State of Nevada is a
“home
loan” as defined in the Nevada Assembly ▇▇▇▇ No. 284;
70. No
Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a
“High-Cost
Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
et
seq.);
71. No
Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
and
Equity protection Act;
72. No
Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (N.M. Stat. ▇▇▇. §§ 58-21A-1 et
seq.);
73. No
Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
seq.);
74. No
Loan
that is secured by property located within the State of Maine meets the
definition of a (i) “high-rate, high-fee” mortgage loan under Article VIII,
Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan” as
defined under the Maine House ▇▇▇▇ 383 ▇.▇. 494, effective as of September
13,
2003;
75. With
respect to any Loan for which a mortgage loan application was submitted
by the
Mortgagor after April 1, 2004, no such Loan secured by Mortgaged Property
in the
State of Illinois which has a Loan Interest Rate in excess of 8.0% per
annum has
lender-imposed fees (or other charges) in excess of 3.0% of the original
principal balance of the Loan;
76. No
Mortgage Loan is a “High Cost Home Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act, effective November 7,
2004
(Mass. ▇▇▇. Laws Ch. 183C). No Mortgage Loan secured by a Mortgaged Property
located in the Commonwealth of Massachusetts was made to pay off or refinance
an
existing loan or other debt of the related borrower (as the term “borrower” is
defined in the regulations promulgated by the Massachusetts Secretary
of State
in connection with Massachusetts House ▇▇▇▇ 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;
77. No
Loan
is a “High Cost Home Loan” as defined by the Indiana Home Loan Practices Act,
effective January 1, 2005 ( Ind. Code ▇▇▇. §§ 24-9-1 et seq.);
78. The
Mortgagor has not made or caused to be made any payment in the nature
of an
“average” or “yield spread premium” to a mortgage broker or a like Person which
has not been fully disclosed to the Mortgagor;
79. The
sale
or transfer of the Mortgage Loan by the Seller complies with all applicable
federal, state, and local laws, rules, and regulations governing such
sale or
transfer, including, without limitation, the Fair and Accurate Credit
Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
amended from time to time, and the Seller has not received any actual
or
constructive notice of any identity theft, fraud, or other misrepresentation
in
connection with such Mortgage Loan or any party thereto;
80. Reserved;
81. Reserved;
82. With
respect to each second lien Mortgage Loan, either no consent for the
Mortgage
Loan is required by the holder of the first lien or such consent has
been
obtained and is contained in the Mortgage File; and
83. No
Mortgagor agreed to submit to arbitration to resolve any dispute arising
out of
or relating in any way to the Mortgage Loan transaction. No Mortgage
Loan is
subject to any mandatory arbitration.
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated April 6, 2006, (“Agreement”)
among
Greenwich Capital Financial Products, Inc. (“Assignor”),
Financial Asset Securities Corp. (“Assignee”)
and
Centex Home Equity Company, LLC (the “Company”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
Assignment
and Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
(x) all of the right, title and interest of the Assignor, as purchaser,
in, to
and under (a) those certain Mortgage Loans listed as being originated by
the
Company on the schedule (the “Mortgage
Loan Schedule”)
attached hereto as Exhibit A (the “Mortgage
Loans”)
and
(b) except as described below, that certain Master Mortgage Loan Purchase
and
Interim Servicing Agreement dated as of September 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 2006-2 (the “Trust”) created pursuant to a Pooling and
Servicing Agreement, dated as of March 1, 2006 (the “Pooling Agreement”), among
the Assignee, ▇▇▇▇▇ Fargo Bank, N.A., as master servicer and servicer (the
“Master Servicer” and “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 under
the laws
of the jurisdiction of its incorporation;
(b) The
Company has full power and authority to execute, deliver and perform its
obligations under this Agreement and has full power and authority to perform
its
obligations under the Purchase Agreement. The execution by the Company
of this
Agreement is in the ordinary course of the Company’s business and will not
conflict with, or result in a breach of, any of the terms, conditions or
provisions of the Company’s charter or bylaws or any legal restriction, or any
material agreement or instrument to which the Company is now a party or
by which
it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Company or its property is subject. The
execution, delivery and performance by the Company of this Agreement have
been
duly authorized by all necessary corporate action on part of the Company.
This
Agreement has been duly executed and delivered by the Company, and, upon
the due
authorization, execution and delivery by the Assignor and the Assignee,
will
constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms except as enforceability
may be
limited by bankruptcy, reorganization, insolvency, moratorium or other
similar
laws now or hereafter in effect relating to creditors’ rights generally, and by
general principles of equity regardless of whether enforceability is considered
in a proceeding in equity or at law;
(c) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
the Company in connection with the execution, delivery or performance by
the
Company of this Agreement; and
(d) There
is
no action, suit, proceeding or investigation pending or threatened against
the
Company, before any court, administrative agency or other tribunal, which
would
draw into question the validity of this Agreement or the Purchase Agreement,
or
which, either in any one instance or in the aggregate, would result in
any
material adverse change in the ability of the Company to perform its obligations
under this Agreement or the Purchase Agreement, and the Company is
solvent.
4. Pursuant
to Section 12 of the Purchase Agreement, the Company hereby represents
and
warrants, for the benefit of the Assignor, the Assignee and the Trust,
that the
representations and warranties set forth in Sections 7.01 and 7.02 of the
Purchase Agreement, are true and correct as of the date hereof as if such
representations and warranties were made on the date hereof, except that
the
representation and warranty set forth in Section 7.02(a) shall, for purposes
of
this Agreement, relate to the Mortgage Loan Schedule attached
hereto.
5. The
Assignor hereby makes the following representations and warranties as of
the
date hereof:
(a) Each
Mortgage Loan at the time it was made complied in all material
respects with applicable local, state, and federal laws, including, but
not
limited to,
all
applicable predatory and abusive lending laws;
(b) None
of
the mortgage loans are High Cost as defined by any applicable
predatory and abusive lending laws;
(c) No
Mortgage Loan is a high cost loan or a covered loan, as applicable
(as such terms are defined in Standard & Poor’s LEVELS Version 5.6(c)
Glossary
Revised, Appendix E); and
(d) No
loan
originated on or after October 1, 2002 through March 6, 2003
is
governed by the Georgia Fair Lending Act.
Remedies
for Breach of Representations and Warranties
6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee and each of
the
Servicers acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections
3 and 4
hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
as if
they were set forth herein (including without limitation the repurchase
and
indemnity obligations set forth therein); provided, however, that the purchase
price payable to the Trust in respect of a breach of a representation and
warranty shall in no event be greater than the unpaid Principal Balance
of the
related Mortgage Loan plus unpaid accrued interest and any amount owed
by the
Company in excess of such amount shall be payable to the Assignor.
Notwithstanding
the foregoing, the Assignor may, at its option, satisfy any obligation
of the
Company with respect to any breach of representation and warranty made
by the
Company regarding the Mortgage Loans.
Miscellaneous
7. This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance
with
such laws.
8. No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced, with the prior written consent of
the
Trustee.
9. This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee and each of the
Servicers acting on the Trust’s behalf). Any entity into which Assignor,
Assignee or Company may be merged or consolidated shall, without the requirement
for any further writing, be deemed Assignor, Assignee or Company, respectively,
hereunder.
10. Each
of
this Agreement and the Purchase Agreement shall survive the conveyance
of the
Mortgage Loans and the assignment of the Purchase Agreement (to the extent
assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
and
nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.
11. This
Agreement may be executed simultaneously in any number of counterparts.
Each
counterpart shall be deemed to be an original and all such counterparts
shall
constitute one and the same instrument.
12. In
the
event that any provision of this Agreement conflicts with any provision
of the
Purchase Agreement with respect to the Mortgage Loans, the terms of this
Agreement shall control.
13. Capitalized
terms used in this Agreement (including the exhibits hereto) but not defined
in
this Agreement shall have the meanings given to such terms in the Purchase
Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their
duly authorized officers as of the date first above written.
| GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
| FINANCIAL ASSET SECURITIES CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
| CENTEX HOME EQUITY COMPANY, LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
EXHIBIT
A
MORTGAGE
LOAN SCHEDULE
SCHEDULE
I
REPRESENTATIONS
AND WARRANTIES
Capitalized
terms used in this Schedule I but not defined in this Agreement shall have
the
meanings set forth in the Purchase Agreement.
(i) The
information set forth in the related Mortgage Loan Schedule is complete,
true
and correct;
(ii) The
Mortgage Loan is in compliance with all requirements set forth in the related
Confirmation, and the characteristics of the related Mortgage Loan Package
as
set forth in the related Confirmation are true and correct; provided, however,
that in the event of any conflict between the terms of any Confirmation
and this
Agreement, the terms of this Agreement shall control, except to the extent
specifically set forth in the Confirmation;
(iii) All
payments required to be made up to the close of business on the Closing
Date for
such Mortgage Loan under the terms of the Mortgage Note have been made;
neither
the Seller nor the Servicer has advanced funds, or induced, solicited or
knowingly received any advance of funds from a party other than the owner
of the
related Mortgaged Property, directly or indirectly, for the payment of
any
amount required by the Mortgage Note or Mortgage; no Mortgage Loan is thirty
(30) or more days delinquent as of the Closing Date and 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;
(iv) 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;
(v) 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;
(vi) 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;
(vii) All
buildings upon the Mortgaged Property are insured by a Qualified Insurer
acceptable to ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac against loss by fire, hazards
of
extended coverage and such other hazards as are customary in the area where
the
Mortgaged Property is located, pursuant to insurance policies providing
coverage
in an amount not less than the greatest of (i) 100% of the replacement
cost of
all improvements to the Mortgaged Property, (ii) either (A) the outstanding
principal balance of the Mortgage Loan with respect to each first lien
Mortgage
Loan or (B) with respect to each second lien Mortgage Loan, the sum of
the
outstanding principal balance of the related first lien mortgage loan and
the
outstanding principal balance of the second lien Mortgage Loan, or (iii)
the
amount necessary to avoid the operation of any co-insurance provisions
with
respect to the Mortgaged Property, and consistent with the amount that
would
have been required as of the date of origination in accordance with the
Underwriting Guidelines. All such insurance policies contain a standard
mortgagee clause naming the Seller, its successors and assigns as mortgagee
and
all premiums thereon have been paid. If the Mortgaged Property is in an
area
identified on a Flood Hazard Map or Flood Insurance Rate Map issued by
the
Federal Emergency Management Agency as having special flood hazards (and
such
flood insurance has been made available) a flood insurance policy meeting
the
requirements of the current guidelines of the Federal Insurance Administration
is in effect which policy conforms to the requirements of ▇▇▇▇▇▇ Mae and
▇▇▇▇▇▇▇
Mac. The Mortgage obligates the Mortgagor thereunder to maintain all such
insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure
to
do so, authorizes the holder of the Mortgage to maintain such insurance
at
Mortgagor's cost and expense and to seek reimbursement therefor from the
Mortgagor;
(viii) Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures,
predatory and abusive lending, consumer credit protection, equal credit
opportunity, fair housing or disclosure laws applicable to the origination
and
servicing of mortgage loans of a type similar to the Mortgage Loans and
applicable to any prepayment penalty associated with the Mortgage Loans
at
origination have been complied with;
(ix) 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;
(x) The
Mortgage (including any Negative Amortization which may arise thereunder)
is a
valid, existing and enforceable (A) first lien and first priority security
interest with respect to each Mortgage Loan which is indicated by the Seller
to
be a first lien (as reflected on the Mortgage Loan Schedule), or (B) second
lien
and second priority security interest with respect to each Mortgage Loan
which
is indicated by the Seller to be a second lien (as reflected on the Mortgage
Loan Schedule), in either case, on the Mortgaged Property, including all
improvements on the Mortgaged Property subject only to (a) the lien of
current
real property taxes and assessments not yet due and payable, (b) covenants,
conditions and restrictions, rights of way, easements and other matters
of the
public record as of the date of recording being acceptable to mortgage
lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and which
do
not adversely affect the Appraised Value of the Mortgaged Property, (c)
with
respect to each Mortgage Loan which is indicated by the Seller to be a
second
lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a first
lien on
the Mortgaged Property; and (d) other matters to which like properties
are
commonly subject which do not materially interfere with the benefits of
the
security intended to be provided by the Mortgage or the use, enjoyment,
value or
marketability of the related Mortgaged Property. Any security agreement,
chattel
mortgage or equivalent document related to and delivered in connection
with the
Mortgage Loan establishes and creates a valid, existing and enforceable
first or
second lien and first or second priority security interest (in each case,
as
indicated on the Mortgage Loan Schedule) on the property described therein
and
the Seller has full right to sell and assign the same to the
Purchaser;
(xi) 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;
(xii) 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;
(xiii) 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;
(xiv) 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;
(xv) 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;
(xvi) The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
title insurance policy or a comparable form in the States of California
or Texas
(which, in the case of an Adjustable Rate Mortgage Loan has an adjustable
rate
mortgage endorsement in the form of ALTA 6.0 or 6.1) acceptable to ▇▇▇▇▇▇
▇▇▇
and ▇▇▇▇▇▇▇ Mac, issued by a title insurer acceptable to ▇▇▇▇▇▇ Mae and
▇▇▇▇▇▇▇
Mac and qualified to do business in the jurisdiction where the Mortgaged
Property is located, insuring (subject to the exceptions contained in (x)(a)
and
(b), and with respect to any second lien Mortgage Loan (c), above) the
Seller or
the Servicer, its successors and assigns as to the first or second priority
lien
(as indicated on the Mortgage Loan Schedule) of the Mortgage in the original
principal amount of the Mortgage Loan (including, if the Mortgage Loan
provides
for Negative Amortization, the maximum amount of Negative Amortization
in
accordance with the Mortgage) and, with respect to any Adjustable Rate
Mortgage
Loan, against any loss by reason of the invalidity or unenforceability
of the
lien resulting from the provisions of the Mortgage providing for adjustment
in
the Mortgage Interest Rate and Monthly Payment and Negative Amortization
provisions of the Mortgage Note. Additionally, such lender's title insurance
policy affirmatively insures ingress and egress to and from the Mortgaged
Property, and against encroachments by or upon the Mortgaged Property or
any
interest therein. The Seller is the sole insured of such lender's title
insurance policy, and such lender’s title insurance policy is in full force and
effect and will be in full force and effect upon the consummation of the
transactions contemplated by this Agreement. No claims have been made under
such
lender's title insurance policy, and no prior holder of the related Mortgage,
including the Seller, has done, by act or omission, anything which would
impair
the coverage of such lender's title insurance policy;
(xvii) There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the Mortgage Note and no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration, and neither the Seller
nor
the Servicer has waived any default, breach, violation or event of acceleration.
With respect to each second lien Mortgage Loan (i) the related first lien
mortgage loan is in full force and effect, (ii) there is no default, breach,
violation or event of acceleration existing under such first lien mortgage
or
the related mortgage note, (iii) no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration thereunder, (iv) either
(A)
the first lien mortgage contains a provision which allows or (B) applicable
law
requires, the mortgagee under the second lien Mortgage Loan to receive
notice
of, and affords such mortgagee an opportunity to cure any default by payment
in
full or otherwise under the first lien mortgage, (v) the related first
lien does
not provide for or permit negative amortization under such first lien Mortgage
Loan, and (vi) either no consent for the Mortgage Loan is required by the
holder
of the first lien or such consent has been obtained and is contained in
the
Mortgage File;
(xviii) 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;
(xix) 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;
(xx) The
Mortgage Loan was originated by the Servicer or by a savings and loan
association, a savings bank, a commercial bank or similar banking institution
which is supervised and examined by a federal or state authority, or by
a
mortgagee approved as such by the Secretary of HUD;
(xxi) Principal
payments on the Mortgage Loan commenced no more than sixty (60) days after
the
proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest
at the Mortgage Interest Rate. With respect to each Mortgage Loan which
is not a
Negative Amortization Loan, the Mortgage Note is payable on the day of
each
month specified in the related Mortgage Note in Monthly Payments, which,
in the
case of a Fixed Rate Mortgage Loans, are sufficient to fully amortize the
original principal balance over the original term thereof (other than with
respect to a Mortgage Loan identified on the related Mortgage Loan Schedule
as
an interest-only Mortgage Loan during the interest-only period or a Mortgage
Loan which is identified on the related Mortgage Loan Schedule as a Balloon
Mortgage Loan) and to pay interest at the related Mortgage Interest Rate,
and,
in the case of an Adjustable Rate Mortgage Loan, are changed on each Adjustment
Date, and in any case, are sufficient to fully amortize the original principal
balance over the original term thereof (other than with respect to a Mortgage
Loan identified on the related Mortgage Loan Schedule as an interest-only
Mortgage Loan during the interest-only period or a Mortgage Loan which
is
identified on the related Mortgage Loan Schedule as a Balloon Mortgage
Loan) and
to pay interest at the related Mortgage Interest Rate. With respect to
each
Negative Amortization Mortgage Loan, the related Mortgage Note requires
a
Monthly Payment which is sufficient during the period following each Payment
Adjustment Date, to fully amortize the outstanding principal balance as
of the
first day of such period (including any Negative Amortization) over the
then
remaining term of such Mortgage Note and to pay interest at the related
Mortgage
Interest Rate; provided, that the Monthly Payment shall not increase to
an
amount that exceeds 107.5% of the amount of the Monthly Payment that was
due
immediately prior to the Payment Adjustment Date; provided, further, that
the
payment adjustment cap shall not be applicable with respect to the adjustment
made to the Monthly Payment that occurs in a year in which the Mortgage
Loan has
been outstanding for a multiple of five (5) years and in any such year
the
Monthly Payment shall be adjusted to fully amortize the Mortgage Loan over
the
remaining term. With respect to each Mortgage Loan identified on the Mortgage
Loan Schedule as an interest-only Mortgage Loan, the interest-only period
shall
not exceed ten (10) years (or such other period specified on the Mortgage
Loan
Schedule) and following the expiration of such interest-only period, the
remaining Monthly Payments shall be sufficient to fully amortize the original
principal balance over the remaining term of the Mortgage Loan and to pay
interest at the related Mortgage Interest Rate. With respect to each Balloon
Mortgage Loan, the Mortgage Note requires a monthly payment which is sufficient
to fully amortize the original principal balance over the original term
thereof
and to pay interest at the related Mortgage Interest Rate and requires
a final
Monthly Payment substantially greater than the preceding monthly payment
which
is sufficient to repay the remained unpaid principal balance of the Balloon
Mortgage Loan as the Due Date of such monthly payment. The Index for each
Adjustable Rate Mortgage Loan is as set forth on the Mortgage Loan Schedule.
No
Mortgage Loan is a Convertible Mortgage Loan. No Balloon Mortgage Loan
has an
original stated maturity of less than seven (7) years;
The
origination, servicing and collection practices used with respect to each
Mortgage Note and Mortgage including, without limitation, the establishment,
maintenance and servicing of the Escrow Accounts and Escrow Payments, if
any,
since origination, have been in all respects legal, proper, prudent and
customary in the mortgage origination and servicing industry. The Mortgage
Loan
has been serviced by the Servicer and any predecessor servicer in accordance
with the terms of the Mortgage Note and Accepted Servicing Practices. With
respect to escrow deposits and Escrow Payments, if any, all such payments
are in
the possession of, or under the control of, the Servicer and there exist
no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments
or
other charges or payments due the Servicer have been capitalized under
any
Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
Payments are being held by the Servicer for any work on a Mortgaged Property
which has not been completed; provided that, certain Insurance Proceeds
may be
held by the Servicer in escrow pending the completion of repairs which
are
required to be made to a Mortgaged Property in connection with the payment
of
such Insurance Proceeds;
(xxii) The
Mortgaged Property is free of damage and waste and there is no proceeding
pending for the total or partial condemnation thereof;
(xxiii) The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee's sale, and (b) otherwise by judicial foreclosure.
The
Mortgaged Property is not subject to any bankruptcy proceeding or foreclosure
proceeding and the Mortgagor has not filed for protection under applicable
bankruptcy laws. There is no homestead or other exemption available to
the
Mortgagor which would interfere with the right to sell the Mortgaged Property
at
a trustee's sale or the right to foreclose the Mortgage. The Mortgagor
has not
notified the Servicer and the Servicer has no knowledge of any relief requested
or allowed to the Mortgagor under the Servicemembers’ Civil Relief
Act;
(xxiv) The
Mortgage Loan was underwritten in accordance with the underwriting standards
of
Centex Home Equity Company, LLC in effect at the time the Mortgage Loan
was
originated; and the Mortgage Note and Mortgage are on forms acceptable
to
prudent lenders in the secondary market;
(xxv) 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;
(xxvi) The
Mortgage File contains an appraisal of the related Mortgaged Property which
satisfied the standards of ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac, was on appraisal
form
1004 or form 2055 with an interior inspection and was made and signed,
prior to
the approval of the Mortgage Loan application, by a qualified appraiser,
duly
appointed by the Servicer, who had no interest, direct or indirect in the
Mortgaged Property or in any loan made on the security thereof, whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan
and who met the minimum qualifications of ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac. Each
appraisal of the Mortgage Loan was made in accordance with the relevant
provisions of the Financial Institutions Reform, Recovery, and Enforcement
Act
of 1989;
(xxvii) 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;
(xxviii)
No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by the Servicer, the Mortgagor, or anyone on behalf of the Mortgagor, (b)
paid
by any source other than the Mortgagor or (c) contains any other similar
provisions which may constitute a “buydown” provision. The Mortgage Loan is not
a graduated payment mortgage loan and the Mortgage Loan does not have a
shared
appreciation or other contingent interest feature;
(xxix) 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;
(xxx) 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;
(xxxi) The
Servicer has no knowledge of any circumstances or condition with respect
to the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
standing that can reasonably be expected to cause the Mortgage Loan to
be an
unacceptable investment, cause the Mortgage Loan to become delinquent,
or
adversely affect the value of the Mortgage Loan;
(xxxii) No
Mortgage Loan had an LTV or a CLTV at origination in excess of 100%. No
Mortgage
Loan is subject to a lender paid primary mortgage insurance policy;
(xxxiii)
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;
(xxxiv) 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;
(xxxv) The
Assignment of Mortgage is in recordable form, except for the name of the
assignee which is blank, and is acceptable for recording under the laws
of the
jurisdiction in which the Mortgaged Property is located;
(xxxvi) Any
principal advances made to the Mortgagor prior to the Cut-off Date have
been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest
rate and
single repayment term. The lien of the Mortgage securing the consolidated
principal amount is expressly insured as having first or second (as indicated
on
the Mortgage Loan Schedule) lien priority by a title insurance policy,
an
endorsement to the policy insuring the mortgagee's consolidated interest
or by
other title evidence acceptable to ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac. The consolidated
principal amount does not exceed the original principal amount of the Mortgage
Loan plus any Negative Amortization;
(xxxvii)
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 ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇ Mac;
(xxxviii) The
source of the down payment with respect to each Mortgage Loan has been
fully
verified by the Servicer;
(xxxix)
Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
(xl)
The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller or the Servicer nor, to the Seller’s or the
Servicer’s knowledge, the related Mortgagor, has received any notice of any
violation or potential violation of such law;
(xli) The
Servicer shall, at its own expense, cause each Mortgage Loan to be covered
by a
Tax Service Contract which is assignable to the Purchaser or its designee;
provided however, that if the Servicer fails to purchase such Tax Service
Contract, the Servicer shall be required to reimburse the Purchaser for
all
costs and expenses incurred by the Purchaser in connection with the purchase
of
any such Tax Service Contract;
(xlii) Each
Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
to
the Purchaser or its designee or, for each Mortgage Loan not covered by
such
Flood Zone Service Contract, the Servicer agrees to purchase such Flood
Zone
Service Contract;
(xliii)
No
Mortgage Loan is (a)(1) subject to the provisions of the Homeownership
and
Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an APR or total
points and fees that are equal to or exceeds the HOEPA thresholds (as defined
in
12 CFR 226.32 (a)(1)(i) and (ii)), (b) a “high cost” mortgage loan, “covered”
mortgage loan (excluding home loans defined as “covered home loans” pursuant to
clause (1) of the definition of that term in the New Jersey Home Ownership
Security Act), “high risk home” mortgage loan, or “predatory” mortgage loan or
any other comparable term, no matter how defined under any federal, state
or
local law, (c) subject to any comparable federal, state or local statutes
or
regulations, or any other statute or regulation providing for heightened
regulatory scrutiny or assignee liability to holders of such mortgage loans,
or
(d) a High Cost Loan or Covered Loan, as applicable (as such terms are
defined
in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix
E);
(xliv) 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;
(xlv) The
debt-to-income ratio of the related Mortgagor was not greater than 60%
at the
origination of the related Mortgage Loan;
(xlvi) No
Mortgagor was required to purchase any credit insurance product (e.g.,
life,
mortgage, disability, accident, unemployment or health insurance product)
or
debt cancellation agreement as a condition of obtaining the extension of
credit.
No Mortgagor obtained a prepaid single premium credit insurance policy
(e.g.,
life, mortgage, disability, accident, unemployment or health insurance)
or debt
cancellation agreement in connection with the origination of the Mortgage
Loan.
No proceeds from any Mortgage Loan were used to purchase single premium
credit
insurance policies or debt cancellation agreements as part of the origination
of, or as a condition to closing, such Mortgage Loan;
(xlvii) The
Mortgage Loans were not selected from the outstanding one- to four-family
mortgage loans in the Seller’s portfolio as to which the representations and
warranties set forth in this Agreement could be made at the related Closing
Date
in a manner so as to affect adversely the interests of the
Purchaser;
(xlviii)
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;
(xlix) 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;
(l) The
information set forth in the Mortgage Loan Schedule as to Prepayment Charges
is
complete, true and correct in all material respects and each Prepayment
Charge
is permissible, enforceable and collectable in accordance with its terms
upon
the Mortgagor’s full and voluntary principal payment under applicable
law;
(li) The
Mortgage Loan was not prepaid in full prior to the Closing Date and the
Servicer
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
(lii) No
Mortgage Loan is secured by cooperative housing, commercial property or
mixed
use property;
(liii) As
of the
related Closing Date, each Mortgage Loan is eligible for sale in the secondary
market or for inclusion in a Securitization Transaction without unreasonable
credit enhancement;
(liv) Except
as
set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
are
subject to a Prepayment Charge. For any Mortgage Loan originated prior
to
October 1, 2004 that is subject to a Prepayment Charge, such Prepayment
Charge
does not extend beyond three (3) years after the date of origination, except
to
the extent set forth on the Mortgage Loan Schedule. For any Mortgage Loan
originated on or following October 1, 2004 that is subject to a Prepayment
Charge, such Prepayment Charge does not extend beyond three (3) years after
the
date of origination. With respect to any Mortgage Loan that contains a
provision
permitting imposition of a premium upon a prepayment prior to maturity:
(i)
prior to the Mortgage Loan's origination, the Mortgagor agreed to such
premium
in exchange for a monetary benefit, including but not limited to a rate
or fee
reduction, (ii) prior to the Mortgage Loan's origination, the Mortgagor
was
offered the option of obtaining a Mortgage Loan that did not require payment
of
such a premium, (iii) the prepayment premium is disclosed to the Mortgagor
in
the loan documents pursuant to applicable state and federal law, and (iv)
notwithstanding any state or federal law to the contrary, the Servicer
shall not
impose such Prepayment Charge in any instance when the mortgage debt is
accelerated as the result of the Mortgagor's default in making the loan
payments;
(lv) Each
of
the Seller and the Servicer has complied with all applicable anti-money
laundering laws and regulations, including without limitation the USA Patriot
Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller and the
Servicer have each established an anti-money laundering compliance program
as
required by the Anti-Money Laundering Laws, has conducted the requisite
due
diligence in connection with the origination of each Mortgage Loan for
purposes
of the Anti-Money Laundering Laws, including with respect to the legitimacy
of
the applicable Mortgagor and the origin of the assets used by the said
Mortgagor
to purchase the Mortgaged Property, and maintains, and will maintain, sufficient
information to identify the applicable Mortgagor for purposes of the Anti-Money
Laundering Laws. No Mortgage Loan is subject to nullification pursuant
to
Executive Order 13224 (the “Executive Order”) or the regulations promulgated by
the Office of Foreign Assets Control of the United States Department of
the
Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the
OFAC Regulations, and no Mortgagor is subject to the provisions of such
Executive Order or the OFAC Regulations nor listed as a “blocked person” for
purposes of the OFAC Regulations;
(lvi) No
Mortgagor was encouraged or required to select a Mortgage Loan product
offered
by the Mortgage Loan's originator which is a higher cost product designed
for
less creditworthy borrowers, unless at the time of the Mortgage Loan's
origination, such Mortgagor did not qualify taking into account credit
history
and debt to income ratios for a lower cost credit product then offered
by the
Mortgage Loan's originator or any affiliate of the Mortgage Loan's originator.
If, at the time of loan application, the Mortgagor may have qualified for
a for
a lower cost credit product then offered by any mortgage lending affiliate
of
the Mortgage Loan's originator, the Mortgage Loan's originator referred
the
Mortgagor's application to such affiliate for underwriting consideration.
With
respect to any Mortgage Loan, the Mortgagor was assigned the highest credit
grade available with respect to a mortgage loan product offered by such
Mortgage
Loan’s originator, based on a comprehensive assessment of risk factors,
including the Mortgagor’s credit history;
(lvii) 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;
(lviii) With
respect to each Mortgage Loan, the Servicer has fully and accurately furnished
complete information (i.e., favorable and unfavorable) on the related borrower
credit files to Equifax, Experian and Trans Union Credit Information Company,
in
accordance with the Fair Credit Reporting Act and its implementing regulations,
on a monthly basis and, for each Mortgage Loan, the Servicer will furnish,
in
accordance with the Fair Credit Reporting Act and its implementing regulations,
accurate and complete information on its borrower credit files to Equifax,
Experian, and Trans Union Credit Information Company, on a monthly
basis;
(lix) All
points and fees related to each Mortgage Loan were disclosed in writing
to the
related Borrower in accordance with applicable state and federal laws and
regulations. Except to the extent specified on the Mortgage Loan Schedule,
no
related Borrower was charged “points and fees” (whether or not financed) in an
amount greater than (a) $1,000 or (b) 5% of the principal amount of such
loan,
whichever is greater, such 5% limitation is calculated in accordance with
▇▇▇▇▇▇
Mae’s anti-predatory lending requirements as set forth in the ▇▇▇▇▇▇ Mae Guides.
For purposes of this representation, “points and fees” (a) include origination,
underwriting, broker and finder’s fees and other charges that the lender imposed
as a condition of making the loan, whether they are paid to the lender
or a
third party, and (b) exclude bona fide discount points, fees paid for actual
services rendered in connection with the origination of the mortgage (such
as
attorneys’ fees, notaries fees and fees paid for property appraisals, credit
reports, surveys, title examinations and extracts, flood and tax certifications,
and home inspections); the cost of mortgage insurance or credit-risk price
adjustments; the costs of title, hazard, and flood insurance policies;
state and
local transfer taxes or fees; escrow deposits for the future payment of
taxes
and insurance premiums; and other miscellaneous fees and charges that,
in total,
do not exceed 0.25 percent of the loan amount. All points, fees and charges
(including finance charges) and whether or not financed, assessed, collected
or
to be collected in connection with the origination and servicing of each
Mortgage Loan were disclosed in writing to the related Mortgagor in accordance
with applicable state and federal laws and regulations;
(lx) The
Servicer will transmit full-file credit reporting data for each Mortgage
Loan
pursuant to ▇▇▇▇▇▇ ▇▇▇ Guide Announcement 95-19 and for each Mortgage Loan,
Servicer agrees it shall report one of the following statuses each month
as
follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off;
(lxi) With
respect to any Mortgage Loan which is secured by manufactured housing,
if such
Mortgage Loans are permitted hereunder, such Mortgage Loan satisfies the
requirements for inclusion in residential mortgage backed securities
transactions rated by Standard & Poor's Ratings Services and such
manufactured housing is the principal residence of the Mortgagor at the
time of
the origination of the Mortgage Loan;
(lxii) 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);
(lxiii) 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;
(lxiv) 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;
(lxv) No
Mortgage Loan (a) is secured by property located in the State of New York;
(b)
had an unpaid principal balance at origination of $300,000 or less, and
(c) has
an application date on or after April 1, 2003, the terms of which Mortgage
Loan
equal or exceed either the APR or the points and fees threshold for “high-cost
home loans”, as defined in Section 6-1 of the New York State Banking
Law;
(lxvi) 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);
(lxvii)
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);
(lxviii)
No
Mortgage Loan secured by property located in the State of Nevada is a “home
loan” as defined in the Nevada Assembly ▇▇▇▇ No. 284;
(lxix) 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.);
(lxx) No
Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
and
Equity protection Act;
(lxxi)
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.);
(lxxii)
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.);
(lxxiii)
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;
(lxxiv) 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;
(lxxv) No
Mortgage Loan is a “High Cost Home Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act, effective November 7,
2004
(Mass. ▇▇▇. Laws Ch. 183C). No Mortgage Loan secured by a Mortgaged Property
located in the Commonwealth of Massachusetts was made to pay off or refinance
an
existing loan or other debt of the related borrower (as the term “borrower” is
defined in the regulations promulgated by the Massachusetts Secretary of
State
in connection with Massachusetts House ▇▇▇▇ 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;
(lxxvi) No
Loan
is a “High Cost Home Loan” as defined by the Indiana Home Loan Practices Act,
effective January 1, 2005 (Ind. Code ▇▇▇. §§ 24-9-1 et seq.);
(lxxvii)
The
Mortgagee has not made or caused to be made any payment in the nature of
an
“average” or “yield spread premium” to a mortgage broker or a like Person which
has not been fully disclosed to the Mortgagor;
(lxxviii) 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;
(lxxix)
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;
(lxxx)
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;
(lxxxi) With
respect to each second lien Mortgage Loan, either no consent for the Mortgage
Loan is required by the holder of the first lien or such consent has been
obtained and is contained in the Mortgage File; and
(lxxxii)
No
Mortgage Loan is subject to mandatory arbitration except when the terms
of the
arbitration also contain a waiver provision that provides that in the event
of a
sale or transfer of the Mortgage Loan or interest in the Mortgage Loan
to ▇▇▇▇▇▇
▇▇▇ or ▇▇▇▇▇▇▇ Mac, the terms of the arbitration are null and void and
cannot be
reinstated. The seller hereby covenants that the seller or servicer of
the
Mortgage Loan, as applicable, will notify the borrower in writing within
60 days
of the sale or transfer of the Mortgage Loan to ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac
that
the terms of the arbitration are null and void.
ASSIGNMENT
AGREEMENT
THIS
ASSIGNMENT AGREEMENT, dated April 6, 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 and warranties as of
the
date hereof:
(a) To
the
best of the Assignor’s knowledge, nothing has occurred in the period of time
from the related Closing Date (as defined in the Purchase Agreement) to
the date
hereof which would cause 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 lending laws; and
(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 Version
5.6(c) Glossary Revised, Appendix E).
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.
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
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.
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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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Acknowledged:
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LONG
BEACH 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
AVAILABLE
UPON REQUEST
SCHEDULE
I
REPRESENTATIONS
AND WARRANTIES
Capitalized
terms used in this Schedule I but not defined in this Agreement shall have
the
meanings given to such terms in the Purchase Agreement.
1. The
information with respect to such Mortgage Loan set forth on the related
Mortgage
Loan Schedule is true and correct in all material respects as of the Cut-off
Date, unless another date is set forth on the Mortgage Loan
Schedule.
2. Each
Mortgage is a valid and enforceable second lien on the Mortgaged Property,
including all improvements thereon, subject only to (i) the lien of
non-delinquent current real property taxes and assessments, (ii) covenants,
conditions and restrictions, rights of way, easements and other matters
of
public record as of the date of recording of such Mortgage, such exceptions
appearing of record being acceptable to mortgage lending institutions generally
or specifically reflected in the appraisal made in connection with the
origination of the related Mortgage Loan and which do not materially interfere
with the benefits of the security intended to be provided by such Mortgage,
(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 such Mortgage and (iv) a first lien on such Mortgaged Property.
3. Immediately
prior to the transfer of the Mortgage Loans to the Purchaser pursuant to
Section 2.1, the Seller had good title to, and was the sole legal and
beneficial owner of, each Mortgage Loan, free and clear of any pledge,
lien,
encumbrance or security interest and has full right and authority, subject
to no
interest or participation of, or agreement with, any other party to sell
and
assign the same. The form of endorsement of each Mortgage Note satisfied
the
requirement, if any, of endorsement in order to transfer all right, title
and
interest of the party so endorsing, as noteholder or assignee thereof,
in and to
that Mortgage Note; and each Assignment of Mortgage to be delivered hereunder
is
in recordable form and is sufficient to effect the assignment of and to
transfer
to the assignee thereunder the benefits of the assignor, as mortgagee or
assignee thereof, under each Mortgage to which that Assignment of Mortgage
relates.
4. There
is
no delinquent tax or assessment lien against the related Mortgaged
Property.
5. There
is
no valid offset, defense or counterclaim to the related Mortgage Note (including
any obligation of the Mortgagor to pay the unpaid principal of or interest
on
such Mortgage Note) or the related Mortgage, nor will the operation of
any of
the terms of the related Mortgage Note and such Mortgage, or the exercise
of any
right thereunder, render such Mortgage Note or such 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.
6. There
are
no mechanics’ liens or claims for work, labor or material affecting the related
Mortgaged Property which are or may be a lien prior to, or equal with,
the lien
of the related Mortgage, except those which are insured against by the
title
insurance policy referred to in (j) below.
7. Each
Mortgaged Property is free of material damage and is at least in average
repair.
8. Each
Mortgage Loan at origination complied in all material respects with applicable
local, state and federal laws, including, without limitation, usury, equal
credit opportunity, real estate settlement procedures, truth-in-lending,
disclosure, and all predatory and abusive lending laws applicable to the
originating lender, and the consummation of the transactions contemplated
hereby, including without limitation the receipt of interest, does not
involve
the violation of any such laws.
9. Neither
the Seller nor any prior holder of the related Mortgage has modified such
Mortgage in any material respect, satisfied, canceled or subordinated such
Mortgage in whole or in part; released the related Mortgaged Property in
whole
or in part from the lien of such Mortgage; or executed any instrument of
release, cancellation, modification or satisfaction with respect thereto
(except
that such Mortgage Loan may have been modified by a written instrument
signed by
the Seller or a prior holder of the Mortgage Loan which has been recorded,
if
necessary, to protect the interests of the Seller and the Purchaser and
which
has been delivered to the Purchaser or any assignee, transferee or designee
of
the Purchaser as part of the Collateral File, and the terms of which are
reflected in the Mortgage Loan Schedule).
10. A
lender’s policy of title insurance together with a condominium endorsement and
extended coverage endorsement, if applicable, or a commitment (binder)
to issue
the same was effective on the date of the origination of such Mortgage
Loan,
each such policy is valid and remains in full force and effect, the transfer
of
such Mortgage Loan to the Purchaser does not affect the validity or
enforceability of such policy and each such policy was issued by a title
insurer
qualified to do business in the jurisdiction where the related Mortgaged
Property is located and acceptable to ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac and in
a form
acceptable to ▇▇▇▇▇▇ Mae or ▇▇▇▇▇▇▇ Mac on the date of origination of such
Mortgage Loan, which policy insures the Seller and successor owners of
indebtedness secured by the insured Mortgage, as to the second priority
lien of
the Mortgage; to the best of the Seller’s knowledge, no claims have been made
under such mortgage 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 mortgage title insurance policy.
11. Such
Mortgage Loan was originated by, or generated on behalf of, the Seller,
or
originated by a savings and loan association, savings bank, commercial
bank,
credit union, insurance company or similar institution which is supervised
and
examined by a federal or state authority, or by a mortgagee approved by
the
Secretary of HUD pursuant to Sections 203 and 211 of the National Housing
Act.
12. The
related Mortgage Note is payable on the first day of each month in
self-amortizing monthly installments of principal and interest, with interest
payable in arrears, and requires a Monthly Payment which is sufficient
to fully
amortize the outstanding principal balance of such Mortgage Loan over its
remaining term and to pay interest at the applicable Mortgage Interest
Rate.
Such Mortgage Loan is not subject to negative amortization.
13. All
of
the improvements that were included for the purpose of determining the
value (as
determined by the Appraised Value) of the Mortgaged Property lie wholly
within
the boundaries and building restriction lines of such property, and no
improvements on adjoining properties encroach upon the Mortgaged
Property.
14. 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,
the
Mortgaged Property is lawfully occupied under applicable law.
15. All
parties which have had any interest in the Mortgage, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held
and disposed of such interest, were) in compliance with any and all applicable
licensing requirements of the laws of the state wherein the Mortgaged Property
is located.
16. The
Mortgage Note and the related Mortgage are genuine, and each is the legal,
valid
and binding obligation of the Mortgagor enforceable against the Mortgagor
by the
mortgagee or its representative in accordance with its terms, except only
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. All parties to the Mortgage Note and the Mortgage
had full
legal capacity to execute all Mortgage Loan documents and to convey the
estate
purported to be conveyed by the Mortgage and the Mortgage Note and Mortgage
have
been duly and validly executed by such parties or pursuant to a valid power
of
attorney that has been recorded with the Mortgage.
17. The
proceeds of such Mortgage Loan have been fully disbursed, there is no
requirement for future advances thereunder and any and all requirements
as to
completion of any on-site or off-site improvements and as to disbursements
of
any escrow funds therefor have been complied with. All costs, fees and
expenses
incurred in making, closing or recording such Mortgage Loan have been paid
or
shall be paid in the ordinary course of business.
18. The
related Mortgage contains customary and enforceable provisions which render
the
rights and remedies of the holder thereof adequate for the realization
against
the Mortgaged Property of the benefits of the security, including, (i)
in the
case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii)
otherwise by judicial foreclosure. 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.
19. With
respect to each Mortgage constituting 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 such 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.
20. There
are
no required escrow deposits or payments required under the Mortgage or
the
related Mortgage Note.
21. The
origination, underwriting and collection practices used by the Seller and
the
correspondent originator, if any, with respect to each Mortgage Loan have
been
in all material respects legal, proper, prudent and customary in the subprime
mortgage origination and servicing business. Each Mortgage Loan is currently
serviced by Washington Mutual Bank. Each Mortgage Loan has been originated
by
the Seller or a correspondent originator.
22. There
is
no pledged account or other security other than real estate securing the
Mortgagor’s obligations.
23. No
Mortgage Loan has a shared appreciation feature, or other contingent interest
feature.
24. The
improvements upon the related Mortgaged Property are covered by a valid
and
existing hazard insurance policy with a generally acceptable carrier that
provides for fire extended coverage and coverage of such other hazards
as are
customarily covered by hazard insurance policies with extended coverage
in the
area where such Mortgaged Property is located representing coverage not
less
than the lesser of (A) the sum of (i) the outstanding principal
balance of the related Mortgage Loan and (ii) the outstanding principal
balance of the related First Mortgage Loan or (B) the minimum amount
required to compensate for damage or loss on a replacement cost basis.
All
individual insurance policies and flood policies referred to in this clause
(x)
and in clause (y) below contain a standard mortgagee clause naming the
Seller or
the original mortgagee, and its successors in interest, as mortgagee, and
the
Seller has received no notice that any premiums due and payable thereon
have not
been paid; the Mortgage obligates the Mortgagor thereunder to maintain
all such
insurance, including flood insurance, at the Mortgagor’s cost and expense, and
upon the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to
obtain and maintain such insurance at the Mortgagor’s cost and expense and to
seek reimbursement therefor from the Mortgagor.
25. If
the
Mortgaged Property is in an area identified in the Federal Register by
the
Federal Emergency Management Agency as subject to special flood hazards,
a flood
insurance policy in a form meeting the requirements of the current guidelines
of
the Flood Insurance Administration is in effect with respect to such Mortgaged
Property with a generally acceptable carrier in an amount representing
coverage
not less than the least of (A) the sum of (i) the original outstanding
principal balance of the Mortgage Loan and (ii) the original outstanding
balance of the related First Mortgage Loan, (B) the minimum amount required
to
compensate for damage or loss on a replacement cost basis or (C) the maximum
amount of insurance that is available under the Flood Disaster Protection
Act of
1973.
26. There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the related Mortgage Note; and neither the Seller nor any other
entity involved in originating or servicing such Mortgage Loan has waived
any
default, breach, violation or event of acceleration. With respect to each
Mortgage Loan (i) the First Mortgage Loan is in full force and effect,
(ii) to
the best of Seller’s knowledge, there is no default, breach, violation or event
of acceleration existing under such First Mortgage Loan or the related
mortgage
note, (iii) to the best of the Seller’s knowledge, no event which, with the
passage of time or with notice and the expiration of any grace or cure
period,
would constitute a default, breach, violation or event of acceleration
thereunder, and either (A) the First Mortgage Loan contains a provision
which
allows or (B) applicable law requires, the mortgagee under the 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 Mortgage Loan.
27. The
related Mortgaged Property is improved by a one- to four-family residential
dwelling, including condominium units and dwelling units in planned unit
developments, which does not include cooperatives and does not constitute
property other than real property under state law.
28. There
is
no obligation on the part of the Seller or any other party under the terms
of
the Mortgage or related Mortgage Note to make payments in addition to those
made
by the Mortgagor.
29. Any
future advances made 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
reflected on the related Mortgage Loan Schedule. The consolidated principal
amount does not exceed the original principal amount of the Mortgage
Loan.
30. Each
Mortgage Loan was underwritten in accordance with the Seller’s underwriting
guidelines in effect at the time such Mortgage Loan was underwritten as
applicable to its credit grade in all material respects.
31. The
appraisal of such Mortgage Loan that was used to determine the Appraised
Value
of the related Mortgaged Property was conducted generally in accordance
with the
Seller’s underwriting guidelines in effect at the time such Mortgage Loan was
underwritten and in compliance with the Financial Institutions Reform,
Recovery
and Enforcement Act of 1989, and included an assessment by the appraiser
of the
fair market value of the related Mortgaged Property at the time of the
appraisal. The Credit File contains an appraisal of the applicable Mortgaged
Property.
32. Such
Mortgage Loan is not a graduated payment Mortgage Loan, nor is it subject
to a
temporary buydown or similar arrangement.
33. As
of the
Cut-off Date, the Monthly Payment due on such Mortgage Loan in the month
immediately preceding the month of the related Closing Date has been made,
such
Mortgage Loan has not been contractually delinquent for more than 30 days
more
than once during the preceding twelve months and such Mortgage Loan has
not
experienced a delinquency of 60 or more days since the origination
thereof.
34. The
related Mortgage contains a provision that is, to the extent not prohibited
by
federal or state law, enforceable for the acceleration of the payment of
the
unpaid principal balance of such Mortgage Loan in the event that the Mortgaged
Property is sold or transferred without the prior written consent of the
mortgagee thereunder.
35. No
misrepresentation, negligence, fraud or similar occurrence with respect
to such
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 such Mortgage Loan or in the application
of
any insurance in relation to such Mortgage Loan.
36. Each
Mortgage Loan constitutes a “qualified mortgage” within the meaning of Section
860G(a)(3) of the Code.
37. The
Prepayment Charge with respect to such Mortgage Loan, if any, is permissible
and
enforceable in accordance with its terms under applicable law upon the
related
Mortgagor’s voluntary Principal Prepayment (except to the extent that: (1) the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’ rights generally; or
(2) the collectability thereof may be limited due to acceleration in connection
with a foreclosure or other involuntary prepayment). If the related Mortgage
Loan was originated before October 1, 2002, it does not have a Prepayment
Charge for a term in excess of five years from the date of its origination
and
if the related Mortgage Loan was originated on or after October 1, 2002, it
does not have a Prepayment Charge for a term in excess of three years from
the
date of its origination.
38. The
Loan-to-Value Ratio for such Mortgage Loan was no greater than 100% at
the time
of origination.
39. The
first
date on which the related Mortgagor must make a payment on the related
Mortgage
Note is no later than 60 days from the date of the origination of such
Mortgage
Loan.
40. The
transfer, assignment and conveyance of the Mortgage Note and the Mortgage
by the
Seller pursuant to this Agreement are not subject to the bulk transfer
or any
similar statutory provisions in effect in any relevant jurisdiction, except
any
as may have been complied with.
41. There
are
no defaults in complying with the terms of the Mortgage, and either (1)
any
taxes, governmental assessments, insurance premiums, water, sewer and municipal
charges or ground rents which previously became due and owing have been
paid, or
(2) an escrow of funds has been established in an amount sufficient to
pay for
every such item which remains unpaid and which has been assessed but is
not yet
due and payable. Except for payments in the nature of escrow payments,
including
without limitation, taxes and insurance payments, the Seller has not advanced
funds, or induced, solicited or knowingly received any advance of funds
by a
party other than the Mortgagor, directly or indirectly, for the payment
of any
amount required by the Mortgage Note, except for interest accruing from
the date
of the Mortgage Note or date of disbursement of the Mortgage proceeds,
whichever
is greater, to the day which precedes by one month the Due Date of the
first
installment of principal and interest.
42. There
is
no proceeding pending, or to best of the Seller’s knowledge threatened, for the
total or partial condemnation of the Mortgaged Property or the taking by
eminent
domain of any Mortgaged Property.
43. The
related Mortgagor was not required to purchase any credit life, disability,
accident or health insurance product as a condition of obtaining the extension
of credit. The related Mortgagor did not obtain a prepaid single-premium
credit
life, disability, accident or health insurance policy in connection with
the
origination of the Mortgage Loan.
44. The
Seller did not select such Mortgage Loan with the intent to adversely affect
the
interests of the Purchaser.
45. The
Seller has not received any notice that the related Mortgagor has filed
for any
bankruptcy or similar legal protection.
46. Such
Mortgage Loan is not a “High Cost Loan” or “Covered Loan” (as such terms are
defined in the Standard & Poor’s LEVELS® Glossary in effect on the related
Closing Date applicable portions of which are attached to the related Term
Sheet
as Exhibit A), to the extent applicable to the originating lender under
the
governing state or local law or regulation and, if such Mortgage Loan was
originated on or after October 1, 2002 and before March 7, 2003, such
Mortgage Loan is not governed by the Georgia Act.
47. Either
(a) no consent for such Mortgage Loan is required by the holder of the
related
first lien or (b) such consent has been obtained and is contained in the
related
Collateral File.
48. The
Seller has not received notice of any intervening mortgage, lien, attachment,
lis pendens or other encumbrance adversely affecting the priority of such
Mortgage Loan.
49. Such
Mortgage Loan is not a “home equity line of credit”.
50. The
related First Mortgage Loan does not provide for negative amortization.
51. To
the
Seller’s knowledge, the Mortgaged Property is in material compliance with all
applicable environmental laws pertaining to environmental hazards including,
without limitation, asbestos, and neither the Seller nor, to the Seller’s
knowledge, the related Mortgagor, has received any notice of any violation
or
potential violation of such law.
52. With
respect to any Mortgage Loan originated on or after August 1, 2004, 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.
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated April 6, 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 2006-2 (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of March
1, 2006
(the “Pooling
Agreement”),
among
the
Assignee, ▇▇▇▇▇ Fargo Bank, N.A. as master servicer and servicer (the “Master
Servicer” and “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 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 Sections 7.01 and 7.02 of the
Purchase Agreement, are true and correct as of the date hereof as if such
representations and warranties were made on the date hereof, except that
the
representation and warranty set forth in Section 7.02(a) shall, for purposes
of
this Agreement, relate to the Mortgage Loan Schedule attached
hereto.
5. The
Assignor hereby makes the following representations and warranties as of
the
date hereof:
(a) Each
Mortgage Loan at the time it was made complied in all material respects
with
applicable local, state, and federal laws, including, but not limited to,
all
applicable predatory and abusive lending laws;
(b) None
of
the mortgage loans are High Cost as defined by any applicable predatory
and
abusive lending laws;
(c) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as
such
terms are defined in Standard & Poor’s LEVELS Version 5.6(c) Glossary
Revised, Appendix E); and
(d) No
loan
originated on or after October 1, 2002 through March 6, 2003 is governed
by the
Georgia Fair Lending Act.
Remedies
for Breach of Representations and Warranties
6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee and each of
the
Servicers acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections
3 and 4
hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
as if
they were set forth herein (including without limitation the repurchase
and
indemnity obligations set forth therein).
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 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.
By: __________________________________
Name:
Title:
FINANCIAL
ASSET SECURITIES CORP.
By: __________________________________
Name:
Title:
MERITAGE
MORTGAGE CORP.
By: __________________________________
Name:
Title:
EXHIBIT
A
Mortgage
Loan Schedule
AVAILABLE
UPON REQUEST
SCHEDULE
I
REPRESENTATIONS
AND WARRANTIES
Capitalized
terms used in this Schedule I but not defined in this Agreement shall have
the
meanings given to such terms in the Purchase Agreement.
1. The
information set forth in the related Mortgage Loan Schedule is complete,
true
and correct;
2. The
Mortgage Loan is in compliance with all requirements set forth in the Seller’s
Underwriting Guides and the characteristics of the related Mortgage Loan
Package
as set forth in the related Confirmation are true and correct, provided,
however, that in the event of any conflict between the terms of any Confirmation
and this agreement, the terms of this agreement shall control;
3. All
payments required to be made up to the close of business on the Closing
Date for
such Mortgage Loan under the terms of the Mortgage Note have been made;
the
Seller has not advanced funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required
by the
Mortgage Note or Mortgage; and there has been no delinquency, exclusive
of any
period of grace, in any payment by the Mortgagor thereunder since the
origination of the Mortgage Loan;
4. There
are
no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
5. The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, recorded in the
applicable public recording office if necessary to maintain the lien priority
of
the Mortgage, and which have been delivered to the Custodian; the substance
of
any such waiver, alteration or modification has been approved by the title
insurer, to the extent required by the related policy, and is reflected
on the
related Mortgage Loan Schedule. No instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been released, in
whole or
in part, except in connection with an assumption agreement approved by
the title
insurer, to the extent required by the policy, and which assumption agreement
has been delivered to the Custodian and the terms of which are reflected
in the
related Mortgage Loan Schedule;
6. The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or
the
exercise of any right thereunder, render the Mortgage unenforceable, in
whole or
in part, or subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto.
Each
Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
enforceable and collectible under applicable federal, state and local
law;
7. All
buildings upon the Mortgaged Property are insured by an insurer acceptable
to
FNMA or FHLMC against loss by fire, hazards of extended coverage and such
other
hazards as are customary in the area where the Mortgaged Property is located,
pursuant to insurance policies conforming to the requirements of the Servicing
Addendum. All such insurance policies contain a standard mortgagee clause
naming
the Seller, its successors and assigns as mortgagee and all premiums thereon
have been paid. If the Mortgaged Property is in an area identified on a
Flood
Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
Management Agency as having special flood hazards (and such flood insurance
has
been made available) a flood insurance policy meeting the requirements
of the
current guidelines of the Federal Insurance Administration is in effect
which
policy conforms to the requirements of FNMA or FHLMC. The Mortgage obligates
the
Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost and
expense, and on the Mortgagor’s failure to do so, authorizes the holder of the
Mortgage to maintain such insurance at Mortgagor’s cost and expense and to seek
reimbursement therefor from the Mortgagor;
8. Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth-in-lending, all applicable predatory and abusive
lending, real estate settlement procedures, consumer credit protection,
equal
credit opportunity or disclosure laws applicable to the origination and
servicing of such Mortgage Loan have been complied with, the consummation
of the
transactions contemplated hereby will not involve the violation of any
such laws
or regulations, and the Seller shall maintain or shall cause its agent
to
maintain in its possession, available for the inspection of the Purchaser,
and
shall deliver to the Purchaser, upon two Business Days’ request, evidence of
compliance with all such requirements;
9. The
Mortgage has not been satisfied, cancelled, subordinated or rescinded,
in whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed
that
would effect any such satisfaction, cancellation, subordination, rescission
or
release. With
respect to each Second Lien Mortgage Loan (i) the First Lien is in full
force
and effect, (ii) there is no default, breach, violation or event of acceleration
existing under such First Lien or the related mortgage note, (iii) no event
which, with the passage of time or with notice and the expiration of any
grace
or cure period, would constitute a default, breach, violation or event
of
acceleration thereunder, and either (A) the First Lien contains a provision
which allows or (B) applicable law requires, the mortgagee under the Second
Lien
Mortgage Loan to receive notice of, and affords such mortgagee an opportunity
to
cure any default by payment in full or otherwise under the First
Lien;
10. The
Mortgage is a valid, existing and enforceable first or second lien on the
Mortgaged Property, including all improvements on the Mortgaged Property
subject
only to (a) the lien of current real property taxes and assessments not
yet due
and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters of the public record as of the date of recording
being acceptable to mortgage lending institutions generally and specifically
referred to in the lender’s title insurance policy delivered to the originator
of the Mortgage Loan and which do not adversely affect the Appraised Value
of
the Mortgaged Property, (c) other matters to which like properties are
commonly
subject which do not materially interfere with the benefits of the security
intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property and (d) with respect to
each
Second Lien Mortgage Loan, a First Lien. Any security agreement, chattel
mortgage or equivalent document related to and delivered in connection
with the
Mortgage Loan establishes and creates a valid, existing and enforceable
(A)
first lien and first priority security interest with
respect to each Mortgage Loan that is indicated by the Seller to be a First
Lien
and (B) second lien and second priority security interest with respect
to each
Mortgage Loan which is indicated by the Seller to be a Second Lien Mortgage
Loan, in either case, on
the
property described therein and the Seller has full right to sell and assign
the
same to the Purchaser. The Mortgaged Property was not, as of the date of
origination of the Mortgage Loan, subject to a mortgage, deed of trust,
deed to
secure debt or other security instrument creating a lien subordinate to
the lien
of the Mortgage;
11. The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance
with its
terms;
12. All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person;
13. The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement and as to disbursements of any escrow funds therefor
have
been complied with. All costs, fees and expenses incurred in making or
closing
the Mortgage Loan and the recording of the Mortgage have been paid, and
the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
14. The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage and has full right to transfer and sell the Mortgage Loan
to
the Purchaser free and clear of any encumbrance, equity, lien, pledge,
charge,
claim or security interest;
15. All
parties which have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held
and disposed of such interest, were) in compliance with any and all applicable
“doing business” and licensing requirements of the laws of the state wherein the
Mortgaged Property is located;
16. The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
lender’s title insurance policy (which, in the case of an Adjustable Rate
Mortgage Loan has an adjustable rate mortgage endorsement in the form of
ALTA
6.0 or 6.1) acceptable to FNMA or FHLMC, issued by a title insurer acceptable
to
FNMA or FHLMC and qualified to do business in the jurisdiction where the
Mortgaged Property is located, insuring (subject to the exceptions contained
in
(j) (a), (b) and (c) above and (d) with respect to each Second Lien Mortgage
Loan) the Seller, its successors and assigns as to the first priority lien
of
the Mortgage in the original principal amount of the Mortgage Loan and,
with
respect to any Adjustable Rate Mortgage Loan, against any loss by reason
of the
invalidity or unenforceability of the lien resulting from the provisions
of the
Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly
Payment. Additionally, such lender’s title insurance policy affirmatively
insures ingress and egress to and from the Mortgaged Property, and against
encroachments by or upon the Mortgaged Property or any interest therein.
The
Seller is the sole insured of such lender’s title insurance policy, and such
lender’s title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated
by this
Agreement. No claims have been made under such lender’s title insurance policy,
and no prior holder of the related Mortgage, including the Seller, has
done, by
act or omission, anything which would impair the coverage of such lender’s title
insurance policy;
17. There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the Mortgage Note and no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration, and the Seller has
not
waived any default, breach, violation or event of acceleration. With
respect to each Mortgage Loan which is indicated by the Seller to be a
Second
Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) (i) the
First
Lien is in full force and effect, (ii) there is no default, breach, violation
or
event of acceleration existing under such First Lien mortgage or the related
mortgage note, (iii) no event which, with the passage of time or with notice
and
the expiration of any grace or cure period, would constitute a default,
breach,
violation or event of acceleration thereunder, and either (A) the First
Lien
mortgage contains a provision which allows or (B) applicable law requires,
the
mortgagee under the Second Lien Mortgage Loan to receive notice of, and
affords
such mortgagee an opportunity to cure any default by payment in full or
otherwise under the First Lien mortgage;
18. There
are
no mechanics’ or similar liens or claims which have been filed for work, labor
or material (and no rights are outstanding that under law could give rise
to
such lien) affecting the related Mortgaged Property which are or may be
liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
19. All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
20. The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar banking institution which
is
supervised and examined by a federal or state authority, or by a mortgagee
approved as such by the Secretary of HUD;
21. Principal
payments on the Mortgage Loan commenced no more than sixty days after the
proceeds of the Mortgage Loan were disbursed, except in the case of interest
only loans. The Mortgage Loan bears interest at the Mortgage Interest Rate.
With
respect to each Mortgage Loan, the Mortgage Note is payable on the first
day of
each month in Monthly Payments, which, in the case of a Fixed Rate Mortgage
Loans, are suffi-cient to fully amortize the original principal balance
over the
original term thereof and to pay interest at the related Mortgage Interest
Rate,
and, in the case of an Adjustable Rate Mortgage Loan or interest only loans,
are
changed on each Adjustment Date, and in any case, are sufficient to fully
amortize the original principal balance over the original term thereof
and to
pay interest at the related Mortgage Interest Rate. The Index for each
Adjustable Rate Mortgage Loan is as provided on the related Mortgage Loan
Schedule. The Mortgage Note does not permit negative amortization. No Mortgage
Loan is a Convertible Mortgage Loan;
22. The
origination and collection practices used by the Seller with respect to
each
Mortgage Note and Mortgage have been in all respects legal, proper, prudent
and
customary in the mortgage origination and servicing industry. The Mortgage
Loan
has been serviced by the Seller or its designee and any predecessor servicer
in
accordance with the terms of the Mortgage Note. With respect to escrow
deposits
and Escrow Payments (other
than with respect to each Mortgage Loan which is indicated by the Seller
to be a
Second Lien Mortgage Loan and for which the mortgagee under the First Lien
is
collecting Escrow Payments (as reflected on the Mortgage Loan
Schedule)),
if any,
all such payments are in the possession of, or under the control of, the
Seller
or its designee and there exist no deficiencies in connection therewith
for
which customary arrangements for repayment thereof have not been made.
No escrow
deposits or Escrow Payments or other charges or payments due the Seller
have
been capitalized under any Mortgage or the related Mortgage Note and no
such
escrow deposits or Escrow Payments are being held by the Seller for any
work on
a Mortgaged Property which has not been completed;
23. The
Mortgaged Property is free of damage and waste and there is no proceeding
pending for the total or partial condemnation thereof;
24. The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The
Mortgaged Property is not subject to any bankruptcy proceeding or foreclosure
proceeding and the Mortgagor has not filed for protection under applicable
bankruptcy laws. There is no homestead or other exemption available to
the
Mortgagor which would interfere with the right to sell the Mortgaged Property
at
a trustee’s sale or the right to foreclose the Mortgage. The Mortgagor has not
notified the Seller and the Seller has no knowledge of any relief requested
or
provided to the Mortgagor under the Soldiers and Sailors Civil Relief Act
of
1940;
25. The
Mortgage Loan was underwritten in accordance with the underwriting standards
of
the Seller in effect at the time the Mortgage Loan was originated; and
the
Mortgage Note and Mortgage and applicable riders are on forms acceptable
to
prudent lenders in the secondary market;
26. The
Mortgage Note is not and has not been secured by any collateral except
the lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(x) above;
27. The
Mortgage File contains an appraisal of the related Mortgaged Property which
satisfied the standards of FNMA or FHLMC and was made and signed, prior
to the
funding of the Mortgage Loan application, by a qualified appraiser, duly
appointed by the Seller, who had no interest, direct or indirect in the
Mortgaged Property or in any loan made on the security thereof, whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan
and who met the minimum qualifications of FNMA or FHLMC. Each appraisal
of the
Mortgage Loan was made in accordance with the relevant provisions of the
Financial Institutions Reform, Recovery, and Enforcement Act of
1989;
28. In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except
in
connection with a trustee’s sale after default by the Mortgagor;
29. No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b)
paid by
any source other than the Mortgagor or (c) contains any other similar provisions
which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
payment mortgage loan and the Mortgage Loan does not have a shared appreciation
or other contingent interest feature;
30. The
Mortgagor has executed a statement to the effect that the Mortgagor has
received
all disclosure materials required by applicable law with respect to the
making
of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans,
and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage
Loans and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File;
31. No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of
a
Mortgaged Property;
32. The
Seller has no knowledge of any circumstances or condition with respect
to the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
standing that can reasonably be expected to cause the Mortgage Loan to
be an
unacceptable investment, cause the Mortgage Loan to become delinquent,
or
adversely affect the value of the Mortgage Loan;
33. The
Mortgaged Property is lawfully occupied under applicable law; all inspections,
licenses and certificates required to be made or issued with respect to
all
occupied portions of the Mortgaged Property and, with respect to the use
and
occupancy of the same, including but not limited to certificates of occupancy,
have been made or obtained from the appropriate authorities;
34. No
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of any person, including
without limitation the Mortgagor, any appraiser, any builder or developer,
or
any other party involved in the origination of the Mortgage Loan or in
the
application of any insurance in relation to such Mortgage Loan;
35. The
Assignment of Mortgage is in recordable form and is acceptable for recording
under the laws of the jurisdiction in which the Mortgaged Property is
located;
36. Any
principal advances made to the Mortgagor prior to the Cut-off Date have
been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest
rate and
single repayment term. The lien of the Mortgage securing the consolidated
principal amount is expressly insured as having (A) first lien priority
with
respect to each Mortgage Loan which is indicated by the Seller to be a
First
Lien (as reflected on the Mortgage Loan Schedule), or (B) second lien priority
with respect to each Mortgage Loan which is indicated by the Seller to
be a
Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule),
in
either case by
a
title insurance policy, an endorsement to the policy insuring the mortgagee’s
consolidated interest or by other title evidence acceptable to FNMA or
FHLMC.
The consolidated principal amount does not exceed the original principal
amount
of the Mortgage Loan;
37. As
to any
Mortgage Loan which is not a MERS Mortgage Loan, the Assignment of Mortgage
is
in recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located;
38. If
the
Residential Dwelling on the Mortgaged Property is a condominium unit or
a unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of Seller’s underwriting guides;
39. The
source of the down payment with respect to each Mortgage Loan has been
fully
verified by the Seller if required pursuant to the Seller’s underwriting
guidelines;
40. Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
41. The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law;
42. Each
Mortgage Loan is covered by a fully assignable, life of loan Tax Service
Contract which is assignable to the Purchaser or its designee;
43. Each
Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
to
the Purchaser or its designee or, for each Mortgage Loan not covered by
such
Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone
Service Contract;
44. No
Mortgage Loan is (a) subject to the provisions of the Homeownership and
Equity
Protection Act of 1994 as amended ("HOEPA"), (b) a "high cost" mortgage
loan,
"covered" mortgage loan or "predatory" mortgage loan under any federal,
state or
local law, or (c) subject to any comparable federal, state or local statutes
or
regulations, including, without limitation, the provisions of the Georgia
Fair
Lending Act, the City of Oakland, California Anti-Predatory Lending Ordinance
No. 12361 or any other statute or regulation providing assignee liability
to
holders of such mortgage loans;
45. No
predatory, abusive or deceptive lending practices, including but not limited
to,
the extension of credit to a mortgagor without regard for the mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a mortgagor
which has no apparent benefit to the mortgagor, were employed in connection
with
the origination of the Mortgage Loan;
46. The
debt-to-income ratio of the related Mortgagor was not greater than 60%
at the
origination of the related Mortgage Loan;
47. None
of
the proceeds of the Mortgage Loan were used to finance the purchase of
single
premium credit life or disability insurance policies or any comparable
insurance.
48. No
Mortgage Loan had a Loan-to-Value Ratio or Combined Loan-to-Value Ratio
in
excess of 100% origination of such Mortgage Loan;
49. The
Mortgage Loans were not selected from the outstanding fixed and adjustable
rate
one to four-family mortgage loans in the Seller’s portfolio at the related
Closing Date as to which the representations and warranties set forth in
this
Agreement could be made in a manner so as to affect adversely the interests
of
the Purchaser;
50.
The
Mortgage contains an enforceable provision for the acceleration of the
payment
of the unpaid principal balance of the Mortgage Loan in the event that
the
Mortgaged Property is sold or transferred without the prior written consent
of
the mortgagee thereunder;
51. The
Mortgage Loan complies with all applicable consumer credit statutes and
regulations, including, without limitation, the respective Uniform Consumer
Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine,
Oklahoma, South Carolina, Utah and Wyoming, has been originated by a properly
licensed entity, and in all other respects, complies with all of the material
requirements of any such applicable laws;
52.
The
information set forth in the Prepayment Charge schedule is complete, true
and
correct in all material respects and each Prepayment Charge is permissible,
enforceable and collectable under applicable federal or state law;
53. The
Mortgage Loan was not prepaid in full prior to the Closing Date and the
Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
54.
No
Mortgage Loan which is secured by a Mortgaged Property which is located
in the
state of Georgia was originated prior to March 7, 2003;
55. With
respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and
such MIN
is accurately provided on the related Mortgage Loan Schedule. The related
assignment of Mortgage to MERS has been duly and properly recorded;
56. With
respect to each MERS Mortgage Loan, the Seller has not received any notice
of
liens or legal actions with respect to such Mortgage Loan and no such notices
have been electronically posted by MERS; and
57. With
respect to each Mortgage Loan which is a Second Lien, (i) the related first
lien
does not provide for negative amortization, and (ii) either no consent
for the
Mortgage Loan is required by the holder of the first lien or such consent
has
been obtained and is contained in the Mortgage File.
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated April 6, 2006, (“Agreement”)
among
Greenwich Capital Financial Products, Inc. (“Assignor”),
Financial Asset Securities Corp. (“Assignee”)
and
NovaStar Mortgage, Inc. (the “Company”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
Assignment
and Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
(x) all of the right, title and interest of the Assignor, as purchaser,
in, to
and under (a) those certain Mortgage Loans listed as being originated by the
Company on the schedule (the “Mortgage
Loan Schedule”)
attached hereto as Exhibit A (the “Mortgage
Loans”)
and
(b) except as described below, that certain Master Mortgage Loan Purchase
and
Interim Servicing Agreement as Amended and Restated as of December 31,
2005, as
amended (the “Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, solely insofar as the Purchase Agreement relates
to the
Mortgage Loans and (y) other than as provided below with respect to the
enforcement of representations and warranties, none of the obligations
of the
Assignor under the Purchase Agreement.
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and any obligations
of the
Assignor with respect to any mortgage loans subject to the Purchase Agreement
which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
and are
not the subject of this Agreement.
Recognition
of the Company
2. From
and
after the date hereof, the Company shall and does hereby recognize that
the
Assignee will transfer the Mortgage Loans and assign its rights under the
Purchase Agreement (solely to the extent set forth herein) and this Agreement
to
Soundview Home Loan Trust 2006-2 (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of March
1, 2006
(the “Pooling
Agreement”),
among
the Assignee, ▇▇▇▇▇ Fargo Bank, N.A., as master servicer and servicer (the
“Master Servicer” and “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 to the Trust and the Assignor for performance of any
obligations of the Assignor insofar as they relate to the enforcement of
the
representations, warranties and covenants with respect to the Mortgage
Loans,
(iii) the Trust (including the Trustee and the Servicer acting on the
Trust’s behalf) shall have all the rights and remedies available to the
Assignor, insofar as they relate to the Mortgage Loans, under the Purchase
Agreement, including, without limitation, the enforcement of the document
delivery requirements and remedies with respect to breaches of representations
and warranties set forth in the Purchase Agreement, and shall be entitled
to
enforce all of the obligations of the Company thereunder insofar as they
relate
to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as
they relate to the rights, title and interest and, with respect to obligations
of the Purchaser, only insofar as they relate to the enforcement of the
representations, warranties and covenants of the Company) or the Custodian
under
the Purchase Agreement insofar as they relate to the Mortgage Loans, shall
be
deemed to refer to the Trust (including the Trustee and the Servicer acting
on
the Trust’s behalf) and the Assignor. Neither the Company nor the Assignor shall
amend or agree to amend, modify, waiver, or otherwise alter any of the
terms or
provisions of the Purchase Agreement which amendment, modification, waiver
or
other alteration would in any way affect the Mortgage Loans or the Company’s
performance under the Purchase Agreement with respect to the Mortgage Loans
without the prior written consent of the Trustee.
Representations
and Warranties of the Assignor
3. The
Assignor hereby makes the following representations and warranties as of
the
date hereof:
(a) To
the
best of the Assignor’s knowledge, nothing has occurred in the period of time
from the related Closing Date (as defined in the Purchase Agreement) to
the date
hereof which would cause such representations and warranties referred to
in
Schedule I herein to be untrue in any material respects as of the date
hereof;
(b) Each
Mortgage Loan at the time it was made complied in all material respects
with
applicable local, state, and federal laws, including, but not limited to,
all
applicable predatory and abusive lending laws;
(c) None
of
the Mortgage Loans are High Cost as defined by any applicable predatory
and
abusive lending laws;
(d) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as
such
terms are defined in the then current Standard & Poor’s LEVELS Glossary
which is now Version 5.6(c), Appendix E);
(e) No
Mortgage Loan originated on or after October 1, 2002 through March 6, 2003
is
governed by the Georgia Fair Lending Act; and
(f) With
respect to the Group I Mortgage Loans, the original principal balance of
each
Group I mortgage loan underlying the security is within ▇▇▇▇▇▇▇ Mac’s dollar
amount limits for conforming one-to-four-family mortgage loans.
Remedies
for Breach of Representations and Warranties
4. The
Assignor hereby acknowledges and agrees that the remedies available to
the
Assignee and the Trust (including the Trustee and each of the Servicers
acting
on the Trust’s behalf) in connection with any breach of the representations and
warranties made by the Assignor as set forth in Section 2.03 of the Pooling
Agreement as if they were set forth herein (including without limitation
the
repurchase and indemnity obligations set forth therein). In addition, the
Assignor hereby acknowledges and agrees that any breach of the representations
set forth in Section 3(f) hereof shall be deemed to materially and adversely
affect the value of the related mortgage loans or the interests of the
Trust in
the related mortgage loans.
Notwithstanding
the foregoing, the Assignor may, at its option, satisfy any obligation
of the
Company with respect to any breach of representation and warranty made
by the
Company regarding the Mortgage Loans.
Miscellaneous
5. This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance
with
such laws.
6. No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced, with the prior written consent of
the
Trustee.
7. This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee and each of the
Servicers acting on the Trust’s behalf). Any entity into which Assignor,
Assignee or Company may be merged or consolidated shall, without the requirement
for any further writing, be deemed Assignor, Assignee or Company, respectively,
hereunder.
8. Each
of
this Agreement and the Purchase Agreement shall survive the conveyance
of the
Mortgage Loans and the assignment of the Purchase Agreement (to the extent
assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
and
nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.
9. This
Agreement may be executed simultaneously in any number of counterparts.
Each
counterpart shall be deemed to be an original and all such counterparts
shall
constitute one and the same instrument.
10. Capitalized
terms used in this Agreement (including the exhibits hereto) but not defined
in
this Agreement shall have the meanings given to such terms in the Purchase
Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their
duly authorized officers as of the date first above written.
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GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.
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By:
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Name:
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Title:
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FINANCIAL
ASSET SECURITIES CORP.
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By:
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Name:
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Title:
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NOVASTAR
MORTGAGE, INC.
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By:
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Name:
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Title:
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EXHIBIT
A
MORTGAGE
LOAN SCHEDULE
SCHEDULE
I
REPRESENTATIONS
AND WARRANTIES
Capitalized
terms used in this Schedule I but not defined in this Agreement shall have
the
meanings given to such terms in the Purchase Agreement.
1. The
information set forth in the related Mortgage Loan Schedule is complete,
true
and correct;
2. The
Mortgage Loan is in compliance with all requirements set forth in the related
Confirmation, and the characteristics of the related Mortgage Loan Package
as
set forth in the related Confirmation are true and correct; provided, however,
that in the event of any conflict between the terms of any Confirmation
and this
Agreement, the terms of this Agreement shall control, unless otherwise
set forth
herein or in the related Confirmation;
3. All
payments required to be made up to the close of business on the Closing
Date for
such Mortgage Loan under the terms of the Mortgage Note have been made;
the
Seller has not advanced funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required
by the
Mortgage Note or Mortgage; no Mortgage Loan is thirty (30) or more days
delinquent as of the Closing Date and there has been no delinquency, exclusive
of any period of grace, in any payment by the Mortgagor thereunder since
the
origination of the Mortgage Loan;
4. There
are
no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
5. The
terms
of the Mortgage Note and the Mortgage have not been impaired, waived, altered
or
modified in any respect, except by written instruments, recorded in the
applicable public recording office if necessary to maintain the lien priority
of
the Mortgage, and which have been delivered to the Custodian; the substance
of
any such waiver, alteration or modification has been approved by the title
insurer, to the extent required by the related policy, and is reflected
on the
related Mortgage Loan Schedule. No instrument of waiver, alteration or
modification has been executed, and no Mortgagor has been released, in
whole or
in part, except in connection with an assumption agreement approved by
the
title
insurer, to the extent required by the policy, and which assumption agreement
has been delivered to the Custodian and the terms of which are reflected
in the
related Mortgage Loan Schedule;
6. The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or
the
exercise of any right thereunder, render the Mortgage unenforceable, in
whole or
in part, or subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto.
Each
Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
enforceable and collectible under applicable federal, state and local
law;
7. All
buildings upon the Mortgaged Property are insured by a Qualified Insurer
acceptable to ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇
Mac
against
loss by fire, hazards of extended coverage and such other hazards as are
customary in the area where the Mortgaged Property is located, pursuant
to
insurance policies providing coverage in an amount not less than the greatest
of
(i) 100% of the replacement cost of all improvements to the Mortgaged Property,
(ii) either (A) the outstanding principal balance of the Mortgage Loan
with
respect to each first lien Mortgage Loan or (B) with respect to each second
lien
Mortgage Loan, the sum of the outstanding principal balance of the related
first
lien mortgage loan and the outstanding principal balance of the second
lien
Mortgage Loan, or (iii) the amount necessary to avoid the operation of
any
co-insurance provisions with respect to the Mortgaged Property, and consistent
with the amount that would have been required as of the date of origination
in
accordance with the Underwriting Guidelines. All such insurance policies
contain
a standard mortgagee clause naming the Seller, its successors and assigns
as
mortgagee and all premiums thereon have been paid. If the Mortgaged Property
is
in an area identified on a Flood Hazard Map or Flood Insurance Rate Map
issued
by the Federal Emergency Management Agency as having special flood hazards
(and
such flood insurance has been made available) a flood insurance policy
meeting
the requirements of the current guidelines of the Federal Insurance
Administration is in effect which policy conforms to the requirements of
▇▇▇▇▇▇
Mae and ▇▇▇▇▇▇▇
Mac.
The
Mortgage obligates the Mortgagor thereunder to maintain all such insurance
at
the Mortgagor's cost and expense, and on the Mortgagor's failure to do
so,
authorizes the holder of the Mortgage to maintain such insurance at Mortgagor's
cost and expense and to seek reimbursement therefor from the
Mortgagor;
8. Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures,
predatory and abusive lending, consumer credit protection, equal credit
opportunity, fair housing or disclosure laws applicable to the origination
and
servicing of mortgage loans of a type similar to the Mortgage Loans and
applicable to any prepayment penalty associated with the Mortgage Loans
at
origination have been complied with;
9. The
Mortgage has not been satisfied, cancelled, subordinated or rescinded,
in whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed
that
would effect any such satisfaction, cancellation, subordination, rescission
or
release;
10. The
Mortgage (including any Negative Amortization which may arise thereunder)
is a
valid, existing and enforceable (A) first lien and first priority security
interest with respect to each Mortgage Loan which is indicated by the Seller
to
be a first lien (as reflected on the Mortgage Loan Schedule), or (B) second
lien
and second priority security interest with respect to each Mortgage Loan
which
is indicated by the Seller to be a second lien (as reflected on the Mortgage
Loan Schedule), in either case, on the Mortgaged Property, including all
improvements on the Mortgaged Property subject only to (a) the lien of
current
real property taxes and assessments not yet due and payable, (b) covenants,
conditions and restrictions, rights of way, easements and other matters
of the
public record as of the date of recording being acceptable to mortgage
lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and which
do
not adversely affect the Appraised Value of the Mortgaged Property, (c)
with
respect to each Mortgage Loan which is indicated by the Seller to be a
second
lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a first
lien on
the Mortgaged Property; and (d) other matters to which like properties
are
commonly subject which do not materially interfere with the benefits of
the
security intended to be provided by the Mortgage or the use, enjoyment,
value or
marketability of the related Mortgaged Property. Any security agreement,
chattel
mortgage or equivalent document related to and delivered in connection
with the
Mortgage Loan establishes and creates a valid, existing and enforceable
first or
second lien and first or second priority security interest (in each case,
as
indicated on the Mortgage Loan Schedule) on the property described therein
and
the Seller has full right to sell and assign the same to the Purchaser.
The
Mortgaged Property was not, as of the date of origination of the Mortgage
Loan,
subject to a mortgage, deed of trust, deed to secure debt or other security
instrument creating a lien subordinate to the lien of the Mortgage;
11. The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance
with its
terms;
12. All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person;
13. The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement and as to disbursements of any escrow funds therefor
have
been complied with. All costs, fees and expenses incurred in making or
closing
the Mortgage Loan and the recording of the Mortgage have been paid, and
the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
14. The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage and has full right to transfer and sell the Mortgage Loan
to
the Purchaser free and clear of any encumbrance, equity, lien, pledge,
charge,
claim or security interest;
15. All
parties which have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held
and disposed of such interest, were) in compliance with any and all applicable
“doing business” and licensing requirements of the laws of the state wherein the
Mortgaged Property is located;
16. The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
title insurance policy (which, in the case of an Adjustable Rate Mortgage
Loan
has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or
6.1)
acceptable to ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇
Mac,
issued
by a title insurer acceptable to ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇
Mac
and
qualified to do business in the jurisdiction where the Mortgaged Property
is
located, insuring (subject to the exceptions contained in (x)(a) and (b),
and
with respect to any second lien Mortgage Loan (c), above) the Seller, its
successors and assigns as to the first or second priority lien (as indicated
on
the Mortgage Loan Schedule) of the Mortgage in the original principal amount
of
the Mortgage Loan (including, if the Mortgage Loan provides for Negative
Amortization, the maximum amount of Negative Amortization in accordance
with the
Mortgage) and, with respect to any Adjustable Rate Mortgage Loan, against
any
loss by reason of the invalidity or unenforceability of the lien resulting
from
the provisions of the Mortgage providing for adjustment in the Mortgage
Interest
Rate and Monthly Payment and Negative Amortization provisions of the Mortgage
Note. Additionally, such lender's title insurance policy affirmatively
insures
ingress and egress to and from the Mortgaged Property, and against encroachments
by or upon the Mortgaged Property or any interest therein. The Seller is
the
sole insured of such lender's title insurance policy, and such lender’s title
insurance policy is in full force and effect and will be in full force
and
effect upon the consummation of the transactions contemplated by this Agreement.
No claims have been made under such lender's title insurance policy, and
no
prior holder of the related Mortgage, including the Seller, has done, by
act or
omission, anything which would impair the coverage of such lender's title
insurance policy;
17. There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the Mortgage Note and no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration, and the Seller has
not
waived any default, breach, violation or event of acceleration. With respect
to
each second lien Mortgage Loan (i) the first lien mortgage loan is in full
force
and effect, (ii) to the best of Seller’s knowledge, there is no default, breach,
violation or event of acceleration existing under such first lien mortgage
or
the related mortgage note, (iii) no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration thereunder, (iv) either
(A)
the first lien mortgage contains a provision which allows or (B) applicable
law
requires, the mortgagee under the second lien Mortgage Loan to receive
notice
of, and affords such mortgagee an opportunity to cure any default by payment
in
full or otherwise under the first lien mortgage, (v) the related first
lien does
not provide for or permit negative amortization under such first lien Mortgage
Loan, and (vi) either no consent for the Mortgage Loan is required by the
holder
of the first lien or such consent has been obtained and is contained in
the
Mortgage File;
18. There
are
no mechanics' or similar liens or claims which have been filed for work,
labor
or material (and no rights are outstanding that under law could give rise
to
such lien) affecting the related Mortgaged Property which are or may be
liens
prior to, or equal or coordinate with, the lien of the related
Mortgage;
19. All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property;
20. The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank or similar institution which is supervised
and
examined by a federal or state authority, or by a mortgagee approved as
such by
the Secretary of HUD;
21.
Principal payments on the Mortgage Loan commenced no more than sixty (60)
days
after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan
bears
interest at the Mortgage Interest Rate. With respect to each Mortgage Loan
which
is not a Negative Amortization Loan, the Mortgage Note is payable on the
first
day of each month in Monthly Payments, which, in the case of a Fixed Rate
Mortgage Loans, are sufficient to fully amortize the original principal
balance
over the original term thereof (other than with respect to a Mortgage Loan
identified on the related Mortgage Loan Schedule as an interest-only Mortgage
Loan during the interest-only period or a Mortgage Loan which is identified
on
the related Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay
interest at the related Mortgage Interest Rate, and, in the case of an
Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and
in any
case, are sufficient to fully amortize the original principal balance over
the
original term thereof (other than with respect to a Mortgage Loan identified
on
the related Mortgage Loan Schedule as an interest-only Mortgage Loan during
the
interest-only period or a Mortgage Loan which is identified on the related
Mortgage Loan Schedule as a Balloon Mortgage Loan) and to pay interest
at the
related Mortgage Interest Rate. With respect to each Negative Amortization
Mortgage Loan, the related Mortgage Note requires a Monthly Payment which
is
sufficient during the period following each Payment Adjustment Date, to
fully
amortize the outstanding principal balance as of the first day of such
period
(including any Negative Amortization) over the then remaining term of such
Mortgage Note and to pay interest at the related Mortgage Interest Rate;
provided, that the Monthly Payment shall not increase to an amount that
exceeds
107.5% of the amount of the Monthly Payment that was due immediately prior
to
the Payment Adjustment Date; provided, further, that the payment adjustment
cap
shall not be applicable with respect to the adjustment made to the Monthly
Payment that occurs in a year in which the Mortgage Loan has been outstanding
for a multiple of five (5) years and in any such year the Monthly Payment
shall
be adjusted to fully amortize the Mortgage Loan over the remaining term.
With
respect to each Mortgage Loan identified on the Mortgage Loan Schedule
as an
interest-only Mortgage Loan, the interest-only period shall not exceed
ten (10)
years (or such other period specified on the Mortgage Loan Schedule) and
following the expiration of such interest-only period, the remaining Monthly
Payments shall be sufficient to fully amortize the original principal balance
over the remaining term of the Mortgage Loan and to pay interest at the
related
Mortgage Interest Rate. With respect to each Balloon Mortgage Loan, the
Mortgage
Note requires a monthly payment which is sufficient to fully amortize the
original principal balance over the original term thereof and to pay interest
at
the related Mortgage Interest Rate and requires a final Monthly Payment
substantially greater than the preceding monthly payment which is sufficient
to
repay the remained unpaid principal balance of the Balloon Mortgage Loan
as the
Due Date of such monthly payment. The Index for each Adjustable Rate Mortgage
Loan is as set forth on the Mortgage Loan Schedule. No Mortgage Loan is
a
Convertible Mortgage Loan. No Balloon Mortgage Loan has an original stated
maturity of less than seven (7) years;
22. The
origination, servicing and collection practices used with respect to each
Mortgage Note and Mortgage including, without limitation, the establishment,
maintenance and servicing of the Escrow Accounts and Escrow Payments, if
any,
since origination, have been in all respects legal, proper, prudent and
customary in the mortgage origination and servicing industry. The Mortgage
Loan
has been serviced by the Seller and any predecessor servicer in accordance
with
the terms of the Mortgage Note and Accepted Servicing Practices. With respect
to
escrow deposits and Escrow Payments, if any, all such payments are in the
possession of, or under the control of, the Seller and there exist no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments
or
other charges or payments due the Seller have been capitalized under any
Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
Payments are being held by the Seller for any work on a Mortgaged Property
which
has not been completed;
23. The
Mortgaged Property is free of damage and waste and there is no proceeding
pending for the total or partial condemnation thereof;
24. The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee's sale, and (b) otherwise by judicial foreclosure.
The
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee's sale or the right to foreclose the Mortgage. The
Mortgagor has not notified the Seller and the Seller has no knowledge of
any
relief requested or allowed to the Mortgagor under the Servicemembers’ Civil
Relief Act;
25. The
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
in
effect at the time the Mortgage Loan was originated with exceptions thereto
exercised in a prudent manner; and the Mortgage Note and Mortgage are on
forms
acceptable to ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇
Mac;
26. The
Mortgage Note is not and has not been secured by any collateral except
the lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(x) above;
27. The
Mortgage File contains an appraisal of the related Mortgaged Property which
satisfied the standards of ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇
Mac,
was on
appraisal form 1004 or form 2055 with an interior inspection and was made
and
signed, prior to the approval of the Mortgage Loan application, by a qualified
appraiser, duly appointed by the Seller, who had no interest, direct or
indirect
in the Mortgaged Property or in any loan made on the security thereof,
whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan
and who met the minimum qualifications of ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇
Mac.
Each
appraisal of the Mortgage Loan was made in accordance with the relevant
provisions of the Financial Institutions Reform, Recovery, and Enforcement
Act
of 1989;
28. In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except
in
connection with a trustee's sale after default by the Mortgagor;
29. No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (b)
paid by
any source other than the Mortgagor or (c) contains any other similar provisions
which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
payment mortgage loan and the Mortgage Loan does not have a shared appreciation
or other contingent interest feature;
30. The
Mortgagor has executed a statement to the effect that the Mortgagor has
received
all disclosure materials required by applicable law with respect to the
making
of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans,
and
adjustable rate mortgage loans in the case of Adjustable Rate Mortgage
Loans and
rescission materials with respect to Refinanced Mortgage Loans, and such
statement is and will remain in the Mortgage File;
31. No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of
a
Mortgaged Property;
32. The
Seller has no knowledge of any circumstances or condition with respect
to the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
standing that can reasonably be expected to cause the Mortgage Loan to
be an
unacceptable investment, cause the Mortgage Loan to become delinquent,
or
adversely affect the value of the Mortgage Loan;
33. No
Mortgage Loan had an LTV or a CLTV at origination in excess of 100%. Except
to
the extent specified on the Mortgage Loan Schedule, no Mortgage Loan is
subject
to a lender paid primary mortgage insurance policy;
34. At
origination, the Mortgaged Property was lawfully occupied under applicable
law
and as of the Closing Date, to the best of Seller’s knowledge, the Mortgaged
Property is lawfully occupied under applicable law; all inspections, licenses
and certificates required to be made or issued with respect to all occupied
portions of the Mortgaged Property and, with respect to the use and occupancy
of
the same, including but not limited to certificates of occupancy, have
been made
or obtained from the appropriate authorities;
35. No
error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of any person, including
without limitation the Mortgagor, any appraiser, any builder or developer,
or
any other party involved in the origination of the Mortgage Loan or in
the
application of any insurance in relation to such Mortgage Loan;
36. The
Assignment of Mortgage is in recordable form, except for the name of the
assignee which is blank, and is acceptable for recording under the laws
of the
jurisdiction in which the Mortgaged Property is located;
37. Any
principal advances made to the Mortgagor prior to the Cut-off Date have
been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest
rate and
single repayment term. The lien of the Mortgage securing the consolidated
principal amount is expressly insured as having first or second (as indicated
on
the Mortgage Loan Schedule) lien priority by a title insurance policy,
an
endorsement to the policy insuring the mortgagee's consolidated interest
or by
other title evidence acceptable to ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇
Mac.
The
consolidated principal amount does not exceed the original principal amount
of
the Mortgage Loan plus any Negative Amortization;
38. If
the
Residential Dwelling on the Mortgaged Property is a condominium unit or
a unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of ▇▇▇▇▇▇ Mae and ▇▇▇▇▇▇▇
Mac;
39. The
source of the down payment with respect to each Mortgage Loan has been
fully
verified by the Seller;
40. Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
41. The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law;
42. The
Seller shall, at its own expense, cause each Mortgage Loan to be covered
by a
Tax Service Contract which is assignable to the Purchaser or its designee;
provided however, that if the Seller fails to purchase such Tax Service
Contract, the Seller shall be required to reimburse the Purchaser for all
costs
and expenses incurred by the Purchaser in connection with the purchase
of any
such Tax Service Contract. The Purchaser shall be responsible for any costs
incurred in connection with changing the provider of the Tax Service Contract
for any Mortgage Loan that is covered by a Tax Service Contract.
43. Each
Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
to
the Purchaser or its designee or, for each Mortgage Loan not covered by
such
Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone
Service Contract;
44. No
Mortgage Loan is (a)(1) subject to the provisions of the Homeownership
and
Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an APR or total
points and fees that are equal to or exceeds the HOEPA thresholds (as defined
in
12 CFR 226.32 (a)(1)(i) and (ii)), (b) a “high cost” mortgage loan, “covered”
mortgage loan, “high risk home” mortgage loan, or “predatory” mortgage loan or
any other comparable term, no matter how defined under any federal, state
or
local law, (c) subject to any comparable federal, state or local statutes
or
regulations, or any other statute or regulation providing for heightened
regulatory scrutiny or assignee liability to holders of such mortgage loans,
or
(d) a High Cost Loan or Covered Loan, as applicable (as such terms are
defined
in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix
E);
45. No
predatory, abusive, or deceptive lending practices, including but not limited
to, the extension of credit to a Mortgagor without regard for the Mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
which has no apparent benefit to the Mortgagor, were employed in connection
with
the origination of the Mortgage Loan. Each Mortgage Loan is in compliance
with
the anti-predatory lending eligibility for purchase requirements of the
▇▇▇▇▇▇
▇▇▇ Guides;
46. The
debt-to-income ratio of the related Mortgagor was not greater than 60%
at the
origination of the related Mortgage Loan;
47. No
Mortgagor was required to purchase any credit insurance product (e.g.,
life,
mortgage, disability, accident, unemployment or health insurance product)
or
debt cancellation agreement as a condition of obtaining the extension of
credit.
No Mortgagor obtained a prepaid single premium credit insurance policy
(e.g.,
life, mortgage, disability, accident, unemployment or health insurance)
or debt
cancellation agreement in connection with the origination of the Mortgage
Loan.
No proceeds from any Mortgage Loan were used to purchase single premium
credit
insurance policies ) or debt cancellation agreements as part of the origination
of, or as a condition to closing, such Mortgage Loan;
48. [Reserved];
49. The
Mortgage contains an enforceable provision for the acceleration of the
payment
of the unpaid principal balance of the Mortgage Loan in the event that
the
Mortgaged Property is sold or transferred without the prior written consent
of
the mortgagee thereunder;
50. The
Mortgage Loan complies with all applicable consumer credit statutes and
regulations, including, without limitation, the respective Uniform Consumer
Credit Code laws in effect in Alabama, Colorado, Idaho, Indiana, Iowa,
Kansas,
Maine, Oklahoma, South Carolina, Utah, West Virginia and Wyoming, has been
originated by a properly licensed entity, and in all other respects, complies
with all of the material requirements of any such applicable laws;
51. The
information set forth in the Mortgage Loan Schedule as to Prepayment Charges
is
complete, true and correct in all material respects and each Prepayment
Charge
is permissible, enforceable and collectable in accordance with its terms
upon
the Mortgagor’s full and voluntary principal payment under applicable
law;
52. The
Mortgage Loan was not prepaid in full prior to the Closing Date and the
Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
53. No
Mortgage Loan is secured by cooperative housing, commercial property or
mixed
use property;
54. Each
Mortgage Loan is eligible for sale in the secondary market or for inclusion
in a
Securitization Transaction under customary secondary market terms and
conditions;
55. Except
as
set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
are
subject to a Prepayment Charge. For any Mortgage Loan originated prior
to
October 1, 2002 that is subject to a Prepayment Charge, such Prepayment
Charge
does not extend beyond five (5) years after the date of origination. For
any
Mortgage Loan originated on or following October 1, 2002 that is subject
to a
Prepayment Charge, such Prepayment Charge does not extend beyond three
(3) years
after the date of origination. With respect to any Mortgage Loan that contains
a
provision permitting imposition of a premium upon a prepayment prior to
maturity: (i) prior to the Mortgage Loan’s origination, the Mortgagor agreed to
such premium in exchange for a monetary benefit, including but not limited
to a
rate or fee reduction, (ii) prior to the Mortgage Loan’s origination, the
Mortgagor was offered the option of obtaining a Mortgage Loan that did
not
require payment of such a premium, (iii) the prepayment premium is disclosed
to
the Mortgagor in the loan documents pursuant to applicable state and federal
law, and (iv) notwithstanding any state or federal law to the contrary,
the
Seller shall not impose such Prepayment Charge in any instance when the mortgage
debt is accelerated as the result of the Mortgagor’s default in making the loan
payments;
56. To
the
extent applicable, the Seller has complied with all applicable anti-money
laundering laws and regulations, including without limitation the USA Patriot
Act of 2001 (collectively, the “Anti-Money Laundering Laws”); the Seller, if
required, has established an anti-money laundering compliance program as
and to
the extent required by the Anti-Money Laundering Laws, has conducted the
requisite due diligence in connection with the origination of each Mortgage
Loan
for purposes of the Anti-Money Laundering Laws, including with respect
to the
legitimacy of the applicable Mortgagor and the origin of the assets used
by the
said Mortgagor to purchase the Mortgaged Property, and maintains, and will
maintain, sufficient information to identify the applicable Mortgagor for
purposes of the Anti-Money Laundering Laws. No Mortgage Loan is subject
to
nullification pursuant to Executive Order 13224 (the “Executive Order”) or the
regulations promulgated by the Office of Foreign Assets Control of the
United
States Department of the Treasury (the “OFAC Regulations”) or in violation of
the Executive Order or the OFAC Regulations, and no Mortgagor is subject
to the
provisions of such Executive Order or the OFAC Regulations nor listed as
a
“blocked person” for purposes of the OFAC Regulations;
57. No
Mortgagor was encouraged or required to select a Mortgage Loan product
offered
by the Mortgage Loan's originator which is a higher cost product designed
for
less creditworthy borrowers, unless at the time of the Mortgage Loan’s
origination, such Mortgagor did not qualify taking into account credit
history
and debt to income ratios for a lower cost credit product then offered
by the
Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s originator.
If, at the time of loan application, the Mortgagor may have qualified for
a for
a lower cost credit product then offered by any mortgage lending affiliate
of
the Mortgage Loan's originator, the Mortgage Loan's originator referred
the
Mortgagor’s application to such affiliate for underwriting consideration. With
respect to any Mortgage Loan, the Mortgagor was assigned the highest credit
grade available with respect to a mortgage loan product offered by such
Mortgage
Loan’s originator, based on a comprehensive assessment of risk factors,
including the Mortgagor’s credit history;
58. The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the Mortgagor's
income,
assets and liabilities to the proposed payment and such underwriting methodology
does not rely on the extent of the Mortgagor’s equity in the collateral as the
principal determining factor in approving such credit extension. Such
underwriting methodology confirmed that at the time of origination
(application/approval) the Mortgagor had a reasonable ability to make timely
payments on the Mortgage Loan;
59. With
respect to each Mortgage Loan, the Seller has fully and accurately furnished
complete information (i.e., favorable and unfavorable) on the related borrower
credit files to Equifax, Experian and Trans Union Credit Information Company,
in
accordance with the Fair Credit Reporting Act and its implementing regulations,
on a monthly basis and, for each Mortgage Loan, the Seller will furnish,
in
accordance with the Fair Credit Reporting Act and its implementing regulations,
accurate and complete information on its borrower credit files to Equifax,
Experian, and Trans Union Credit Information Company, on a monthly
basis;
60. All
points and fees related to each Mortgage Loan were disclosed in writing
to the
related Borrower in accordance with applicable state and federal laws and
regulations. Except to the extent set forth on the Mortgage Loan Schedule,
no
related Borrower was charged “points and fees” (whether or not financed) in an
amount greater than (a) $1,000 or (b) 5% of the principal amount of such
loan,
whichever is greater, such 5% limitation is calculated in accordance with
▇▇▇▇▇▇
Mae’s anti-predatory lending requirements as set forth in the ▇▇▇▇▇▇ Mae Guides.
For purposes of this representation, “points and fees” (a) include origination,
underwriting, broker and finder’s fees and other charges that the lender imposed
as a condition of making the loan, whether they are paid to the lender
or a
third party, and (b) exclude bona fide discount points, fees paid for actual
services rendered in connection with the origination of the mortgage (such
as
attorneys’ fees, notaries fees and fees paid for property appraisals, credit
reports, surveys, title examinations and extracts, flood and tax certifications,
and home inspections); the cost of mortgage insurance or credit-risk price
adjustments; the costs of title, hazard, and flood insurance policies;
state and
local transfer taxes or fees; escrow deposits for the future payment of
taxes
and insurance premiums; and other miscellaneous fees and charges that,
in total,
do not exceed 0.25 percent of the loan amount. All points, fees and charges
(including finance charges) and whether or not financed, assessed, collected
or
to be collected in connection with the origination and servicing of each
Mortgage Loan were disclosed in writing to the related Mortgagor in accordance
with applicable state and federal laws and regulations;
61. The
Seller will transmit full-file credit reporting data for each Mortgage
Loan
pursuant to ▇▇▇▇▇▇ ▇▇▇ Guide Announcement 95-19 and for each Mortgage Loan,
Seller agrees it shall report one of the following statuses each month
as
follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off;
62. With
respect to any Mortgage Loan which is secured by manufactured housing,
if such
Mortgage Loans are permitted hereunder, such Mortgage Loan satisfies the
requirements for inclusion in residential mortgage backed securities
transactions rated by Standard & Poor's Ratings Services and such
manufactured housing is the principal residence of the Mortgagor at the
time of
the origination of the Mortgage Loan;
63. Each
Mortgage Loan constitutes a “qualified mortgage” under
Section 860G(a)(3)(A) of the Code and Treasury Regulation
Section 1.860G-2(a)(1);
64. No
Mortgage Loan is secured by real property or secured by a manufactured
home
located in the state of Georgia unless (x) such Mortgage Loan was originated
prior to October 1, 2002 or after March 6, 2003, or (y) the property securing
the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each
Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all
applicable provisions of the Georgia Act. No Mortgage Loan secured by owner
occupied real property or an owner occupied manufactured home located in
the
State of Georgia was originated (or modified) on or after October 1, 2002
through and including March 6, 2003;
65. No
Mortgage Loan is a “High-Cost” loan as defined under the New York Banking Law
Section 6-1, effective as of April 1, 2003;
66. No
Mortgage Loan (a) is secured by property located in the State of New York;
(b)
had an unpaid principal balance at origination of $300,000 or less, and
(c) has
an application date on or after April 1, 2003, the terms of which Mortgage
Loan
equal or exceed either the APR or the points and fees threshold for “high-cost
home loans”, as defined in Section 6-1 of the New York State Banking
Law;
67. No
Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
Protection Act effective July 16, 2003 (Act 1340 or 2003);
68. No
Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
loan statute effective June 24, 2003 (Ky. Rev. Stat.
Section 360.100);
69. No
Mortgage Loan secured by property located in the State of Nevada is a “home
loan” as defined in the Nevada Assembly ▇▇▇▇ No. 284;
70. No
Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost
Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
et
seq.);
71. No
Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
and
Equity protection Act;
72. No
Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (N.M. Stat. ▇▇▇. §§ 58-21A-1 et
seq.);
73. No
Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
seq.);
74. No
Loan
that is secured by property located within the State of Maine meets the
definition of a (i) “high-rate, high-fee” mortgage loan under Article VIII,
Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan” as
defined under the Maine House ▇▇▇▇ 383 ▇.▇. 494, effective as of September
13,
2003;
75. With
respect to any Loan for which a mortgage loan application was submitted
by the
Mortgagor after April 1, 2004, no such Loan secured by Mortgaged Property
in the
State of Illinois which has a Loan Interest Rate in excess of 8.0% per
annum has
lender-imposed fees (or other charges) in excess of 3.0% of the original
principal balance of the Loan;
76. No
Mortgage Loan is a “High Cost Home Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act, effective November 7,
2004
(Mass. ▇▇▇. Laws Ch. 183C). No Mortgage Loan secured by a Mortgaged Property
located in the Commonwealth of Massachusetts was made to pay off or refinance
an
existing loan or other debt of the related borrower (as the term “borrower” is
defined in the regulations promulgated by the Massachusetts Secretary of
State
in connection with Massachusetts House ▇▇▇▇ 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;
77. No
Loan
is a “High Cost Home Loan” as defined by the Indiana Home Loan Practices Act,
effective January 1, 2005 ( Ind. Code ▇▇▇. §§ 24-9-1 et seq.);
78. The
Mortgagor has not made or caused to be made any payment in the nature of
an
“average” or “yield spread premium” to a mortgage broker or a like Person which
has not been fully disclosed to the Mortgagor;
79. The
sale
or transfer of the Mortgage Loan by the Seller complies with all applicable
federal, state, and local laws, rules, and regulations governing such sale
or
transfer, including, without limitation, the Fair and Accurate Credit
Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
amended from time to time, and the Seller has not received any actual or
constructive notice of any identity theft, fraud, or other misrepresentation
in
connection with such Mortgage Loan or any party thereto;
80. With
respect to each MOM Loan, a MIN has been assigned by MERS and such MIN
is
accurately provided on the Mortgage Loan Schedule. The related Assignment
of
Mortgage to MERS has been duly and properly recorded, or has been delivered
for
recording to the applicable recording office;
81. With
respect to each MOM Loan, Seller has not received any notice of liens or
legal
actions with respect to such Mortgage Loan and no such notices have been
electronically posted by MERS;
82. With
respect to each second lien Mortgage Loan, either no consent for the Mortgage
Loan is required by the holder of the first lien or such consent has been
obtained and is contained in the Mortgage File; and
83. No
Mortgagor agreed to submit to arbitration to resolve any dispute arising
out of
or relating in any way to the Mortgage Loan transaction. No Mortgage Loan
is
subject to any mandatory arbitration.
EXHIBIT
D
MORTGAGE
LOAN SCHEDULE
Previously
Filed
EXHIBIT
E
REQUEST
FOR RELEASE (DEUTSCHE BANK)
|
To:
|
Deutsche
Bank National Trust Company
▇▇▇▇
▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
|
|
Re:
|
Pooling
and Servicing Agreement dated as of March 1, 2006, among Financial
Asset
Securities Corp. as Depositor, ▇▇▇▇▇ Fargo Bank, N.A. as Master
Servicer,
Servicer and Trust Administrator 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. Any payments received
in connection with this Request for Release of documents have been or will
be
deposited into the Collection Account for the benefit of the Trust.
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
April
__,
2006
Financial
Asset Securities Corp.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
Re:
|
Pooling
and Servicing Agreement dated as of March 1, 2006, among Financial
Asset
Securities Corp. as Depositor, ▇▇▇▇▇ Fargo Bank, N.A. as Master
Servicer,
Servicer and Trust Administrator 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] [JPMORGAN CHASE BANK,
N.A.]
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By:
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Name:
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Title:
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EXHIBIT
F-2
FORM
OF
TRUSTEE’S FINAL CERTIFICATION
________________
[Date]
Financial
Asset Securities Corp.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
Re:
|
Pooling
and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as
of March 1, 2006 among Financial Asset Securities Corp., as Depositor,
▇▇▇▇▇ Fargo Bank, N.A. as Master Servicer, Servicer and Trust
Administrator and Deutsche Bank National Trust Company, as Trustee
with
respect to Soundview Home Loan Trust 2006-2, Asset-Backed Certificates,
Series 2006-2
|
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] [JPMORGAN CHASE BANK,
N.A.]
|
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By:
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|||||||
|
Name:
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|||||||
|
Title:
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EXHIBIT
F-3
FORM
OF
RECEIPT OF MORTGAGE NOTE
Financial
Asset Securities Corp.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
Re:
|
Soundivew
Home Loan Trust 2006-2,
Asset-Backed
Certificates Series 2006-2
|
Ladies
and Gentlemen:
Pursuant
to Section 2.01 of the Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”), dated as of March 1, 2006 among Financial Asset
Securities Corp., as Depositor, ▇▇▇▇▇ Fargo Bank, N.A. as Master Servicer,
Servicer and Trust Administrator 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] [JPMORGAN CHASE BANK,
N.A.]
|
|||||||
|
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 2006-2, Asset-Backed
Certificates Series 2006-2, 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:
|
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|
|
||
|
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
▇▇▇▇▇ Fargo Bank, N.A. (“▇▇▇▇▇ Fargo”), hereby constitutes and appoints ▇▇▇▇▇
Fargo, by and through ▇▇▇▇▇ Fargo’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 ▇▇▇▇▇ Fargo 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
▇▇▇▇▇ Fargo to the Owner under the Pooling and Servicing Agreement, or (ii)
be
construed to ▇▇▇▇▇ ▇▇▇▇▇ Fargo 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.
▇▇▇▇▇
Fargo 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 ▇▇▇▇▇ Fargo 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
▇▇▇▇▇
Fargo Bank, N.A.
By:_________________________
Name:
Title:
EXHIBIT
J
FORM
OF
INVESTMENT LETTER [NON-RULE 144A]
[DATE]
Financial
Asset Securities Corp.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
Fargo Bank, N.A.
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
Corporate Trust Services—
Soundview
Home Loan Trust 2006-2
|
Re:
|
Soundivew
Home Loan Trust 2006-2,
Asset-Backed
Certificates Series 2006-2
|
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.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
Fargo Bank, N.A.
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
Corporate Trust Services—
Soundview
Home Loan Trust 2006-2
|
Re:
|
Soundivew
Home Loan Trust 2006-2,
Asset-Backed
Certificates Series 2006-2
|
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 2006-2
ASSET-BACKED
CERTIFICATES, SERIES 2006-2
|
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 March 1, 2006
(the
“Agreement”),
among
Financial Asset Securities Corp., as depositor (the “Depositor”),
▇▇▇▇▇
Fargo Bank, N.A. as master servicer, servicer and trust administrator (the
“Master Servicer”, “Servicer” and “Trust Administrator”) 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:
o 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.
o 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.
|
o 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] | ||
|
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By:
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|
|
Name:
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|
Title:
|
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[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.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
Fargo Bank, N.A.
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
Corporate Trust Services—
Soundview
Home Loan Trust 2006-2
|
Re:
|
Soundivew
Home Loan Trust 2006-2,
Asset-Backed
Certificates Series 2006-2
|
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.
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Very
truly yours,
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TRANSFEROR
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|
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By:
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|
Name:
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|
|
Title:
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|
EXHIBIT
M
FORM
OF
ERISA REPRESENTATION LETTER
_____________,
20__
|
Financial
Asset Securities Corp.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
▇▇▇▇▇
Fargo Bank, N.A.
▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
Corporate Trust Services—
Soundview
Home Loan Trust 2006-2
|
|
Re:
|
Soundivew
Home Loan Trust 2006-2,
Asset-Backed
Certificates Series 2006-2
|
Dear
Sirs:
_______________________
(the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance Soundview Home
Loan Trust 2006-2, Asset-Backed Certificates Series 2006-2, Class [C][P][R[-X]]
(the “Certificates”), issued pursuant to a Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”) dated as of March 1, 2006 among Financial
Asset Securities Corp. as depositor (the “Depositor”), ▇▇▇▇▇ Fargo Bank, N.A. as
master servicer, servicer and trust administrator (the “Master Servicer”,
“Servicer” and “Trust Administrator”) 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:
|
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|
|
Title:
|
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EXHIBIT
N-1
FORM
CERTIFICATION TO BE PROVIDED BY THE MASTER SERVICER WITH FORM 10-K
|
Re:
|
Soundivew
Home Loan Trust 2006-2,
Asset-Backed
Certificates Series 2006-2
|
|
Re:
|
Soundivew
Home Loan Trust 2006-2,
Asset-Backed
Certificates Series 2006-2
|
Certification
I,
[identify the certifying individual], certify that:
1. I
have
reviewed this annual report on Form 10-K, and all reports on Form 10-D required
to be filed in respect of the period covered by this report on Form 10-K
[identify issuing entity] (i.e., the name of the specific deal to which this
certification relates rather than just the name of the Depositor)] (the
“Exchange Act periodic reports”);
2. Based
on
my knowledge, the Exchange Act periodic reports, taken as a whole, do not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in light of the circumstances under
which
such statements were made, not misleading with respect to the period covered
by
this report;
3. Based
on
my knowledge, all of the distribution, servicing and other information required
to be provided under Form 10-D for the period covered by this report is included
in the Exchange Act periodic reports;
4. Based
on
my knowledge and compliance statement required in this report under Item
1123 of
Regulation AB, and except as disclosed in the Exchange Act periodic reports,
the
servicer has fulfilled its obligations under the Pooling and Servicing Agreement
in all material respects; 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 party: Deutsche Bank National Trust
Company.
|
|
▇▇▇▇▇
FARGO BANK, N.A.
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
EXHIBIT
N-2
FORM
CERTIFICATION TO BE
PROVIDED
TO MASTER SERVICER BY THE SERVICER
|
Re:
|
Soundivew
Home Loan Trust 2006-2,
Asset-Backed
Certificates Series 2006-2
|
I,
________________________________, the _______________________ of ▇▇▇▇▇ Fargo
Bank, N.A., certify to Financial Asset Securities Corp. and the Master Servicer,
and their officers, with the knowledge and intent that they will rely upon
this
certification, that:
(1) I
have
reviewed the servicer compliance statement of the Company provided in accordance
with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
assessment of the Company’s compliance with the servicing criteria set forth in
Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
and
Section 1122(b) of Regulation AB (the “Attestation
Report”), and all servicing reports, officer’s certificates and other
information relating to the servicing of the Mortgage Loans by the Company
during 200[ ] that were delivered by the Company to the Master Servicer pursuant
to the Agreement (collectively, the “Company Servicing
Information”);
(2) Based
on
my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances
under
which such statements were made, not misleading with respect to the period
of
time covered by the Company Servicing Information;
(3) Based
on
my knowledge, all of the Company Servicing Information required to be provided
by the Company under the Agreement has been provided to the Master
Servicer;
(4) I
am
responsible for reviewing the activities performed by the Company as servicer
under the Agreement, and based on my knowledge and the compliance review
conducted in preparing the Compliance Statement and except as disclosed in
the
Compliance Statement, the Servicing Assessment or the Attestation Report,
the
Company has fulfilled its obligations under the Agreement in all material
respects; and
(5) The
Compliance Statement required to be delivered by the Company pursuant to
[the
Agreement], and the Servicing Assessment and Attestation Report required
to be
provided by the Company and by any Subservicer and Subcontractor pursuant
to the
Agreement, have been provided to [▇▇▇▇▇ Fargo]. Any material instances of
noncompliance described in such reports have been disclosed to [▇▇▇▇▇ Fargo].
Any material instance of noncompliance with the Servicing Criteria has been
disclosed in such reports.
|
Date:
|
By: | ||
| Name: | |||
EXHIBIT
O
FORM
OF
CAP CONTRACT
Dated:
April 6, 2006
Rate
Cap
Transaction
Re:
BNY
Reference No. 37517
Ladies
and Gentlemen:
The
purpose of this letter agreement is to confirm the terms and conditions
of the
rate cap Transaction entered into on the Trade Date specified below (the
“Transaction”) between The Bank of New York (“BNY”), a trust company duly
organized and existing under the laws of the State of New York and ▇▇▇▇▇
Fargo Bank, N.A., not individually, but solely as trustee on behalf of
the
Supplemental Interest Trust with respect to Soundview Home Loan Trust 2006-2,
Asset-Backed Certificates, Series 2006-2 (the “Counterparty”). The
definitions and provisions contained in the 2000 ISDA Definitions, as published
by the International Swaps and Derivatives Association, Inc., are incorporated
into this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation will
govern.
Capitalized
terms not otherwise defined herein or in the Definitions or the Master
Agreement
shall have the meaning defined for such term in the Pooling and Servicing
Agreement.
1. This
Confirmation constitutes a “Confirmation” as referred to in and supplements,
forms part of and is subject to, the ISDA Master Agreement dated as of
April 6,
2006, as amended and supplemented from time to time (the “Agreement”), between
The Bank of New York and Counterparty. All provisions contained in the
Agreement
govern this Confirmation except as expressly modified below.
2. The
terms
of the particular Transaction to which this Confirmation relates are as
follows:
Type
of
Transaction:
Rate
Cap
Notional
Amount:
With
respect to any Calculation Period shall equal the lesser of (1) the amount
set
forth for such period on Schedule I attached hereto and (2) the aggregate
Certificate Principal Balance of the Floating Rate Certificates and the
Fixed
Rate Certificates immediately preceding the related Floating Rate Payer
Payment
Date (as defined in the Pooling and Servicing Agreement) for such Floating
Rate
Payer Payment Date. The Trust Administrator shall make available each month
via
the Trust Administrator’s website a statement containing the aggregate
Certificate Principal Balance of the Floating Rate Certificates and the
Fixed
Rate Certificates as of the first day of such Calculation Period and shall
notify BNY at least five (5) Business Days prior to the related Floating
Rate
Payer Payment Date of the aggregate Certificate Principal Balance of the
Floating Rate Certificates and the Fixed Rate Certificates as of the first
day
of such Calculation Period and shall send such notification to BNY provided,
however, that if the Trust Administrator shall not provide such notification,
BNY is permitted to rely upon the statement of aggregate Certificate Principal
Balance of the Floating Rate Certificates and the Fixed Rate Certificates
made
available on the Trust Administrator’s website. The Trust Administrator’s
internet website shall initially be located at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ and assistance
in
using the website can be obtained by calling the Trust Administrator’s customer
service line at ▇▇▇-▇▇▇-▇▇▇▇.
For
avoidance of doubt, CUSIP Numbers, ISIN Number
and
Issue
Descriptions of the Floating Rate Certificates and the Fixed Rate Certificates,
are set forth on Annex A attached hereto.
Trade
Date:
March
21,
2006
Effective
Date:
April
25,
2006
Termination
Date:
February
25, 2007, subject to adjustment in accordance with the Following Business
Day
Convention
Floating
Amounts:
Floating
Rate
Payer:
BNY
|
Cap
Rate:
|
For
each Calculation Period, as set forth for such period on Schedule
I
attached hereto.
|
Floating
Rate Payer
Period
End
Dates:
The
25th
calendar
day of each month during
the Term
of
this Transaction, commencing May 25, 2006, and ending on the Termination
Date,
subject to adjustment in accordance with the Following Business Day
Convention.
Floating
Rate Payer
Payment
Dates: Early
Payment shall be applicable. The Floating Rate Payer Payment Date shall
be one
(1) Business Days preceding each Floating Rate Payer Period End
Date.
Floating
Rate
Option:
USD-LIBOR-BBA;
provided, however, if the Floating Rate Option for a Calculation Period
is
greater than 10.50% then the Floating Rate Option for such Calculation
Period
shall be deemed equal to 10.50%.
Designated
Maturity:
One
month
Floating
Rate Day
Count
Fraction:
Actual/360
Reset
Dates:
The
first
day of each Calculation Period
Compounding:
Inapplicable
|
|
Business
Days:
|
New
York
|
|
Calculation
Agent:
|
BNY
|
Account
Details and
Settlement
Information:
Payments
to BNY:
The Bank of New York
Derivative Products Support Department
▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
ABA #▇▇▇▇▇▇▇▇▇
Account #▇▇▇-▇▇▇▇-▇▇▇
Reference: Interest Rate Caps
|
Payments
to Counterparty:
|
▇▇▇▇▇ Fargo Bank, N.A.
ABA No. ▇▇▇▇▇▇▇▇▇
For Credit to: SAS Clearing
Acct: ▇▇▇▇▇▇▇▇▇▇
FFC to: Soundview ▇▇-▇ ▇▇▇▇ ▇▇▇▇ # ▇▇▇▇▇▇▇
Please
confirm that the foregoing correctly sets forth the terms of our agreement
by
executing this agreement and returning it via facsimile to Derivative Products
Support Dept., Attn: ▇▇▇▇▇▇ ▇▇▇▇/▇▇▇▇▇ Au-▇▇▇▇▇ at ▇▇▇-▇▇▇-▇▇▇▇/5837. Once
we
receive this we will send you two original confirmations for
execution.
We
are
very pleased to have executed this Transaction with you and we look forward
to
completing other transactions with you in the near future.
Very
truly yours,
THE
BANK OF NEW YORK
By: _______________________________
Name:
Title:
Counterparty,
acting through its duly authorized signatory, hereby agrees to, accepts
and
confirms the terms of the foregoing as of the Trade Date.
▇▇▇▇▇
FARGO BANK, N.A., NOT INDIVIDUALLY BUT SOLELY AS TRUSTEE ON BEHALF OF THE
SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO SOUNDVIEW HOME LOAN TRUST 2006-2,
ASSET-BACKED CERTIFICATES, SERIES 2006-2
By: _______________________________
Name:
Title:
SCHEDULE
I
All
dates
subject to adjustment in accordance with the Following Business Day
Convention.
|
Accrual
Start
Date
|
Accrual
End
Date
|
Notional
Amount: in USD
|
Cap
Rate
|
|
25-Apr-06
|
25-May-06
|
$783,499,396
|
7.661880%
|
|
25-May-06
|
25-Jun-06
|
$775,438,944
|
7.416470%
|
|
25-Jun-06
|
25-Jul-06
|
$766,489,265
|
7.664370%
|
|
25-Jul-06
|
25-Aug-06
|
$756,665,188
|
7.416820%
|
|
25-Aug-06
|
25-Sep-06
|
$745,985,011
|
7.416520%
|
|
25-Sep-06
|
25-Oct-06
|
$734,470,554
|
7.663430%
|
|
25-Oct-06
|
25-Nov-06
|
$722,152,255
|
7.415950%
|
|
25-Nov-06
|
25-Dec-06
|
$709,088,998
|
7.665130%
|
|
25-Dec-06
|
25-Jan-07
|
$695,460,258
|
7.418600%
|
|
25-Jan-07
|
25-Feb-07
|
$681,295,166
|
7.418410%
|
ANNEX
A
ISSUER:
SOUNDVIEW HOME LN TR
CUSIP
NUMBER: 83611M NC 8
ISIN
NUMBER: US83611MNC81
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL A-1
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M ND 6
ISIN
NUMBER : US83611MND64
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL A-2
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NE 4
ISIN
NUMBER : US83611MNE48
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL A-3
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NF 1
ISIN
NUMBER : US83611MNF13
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL A-4
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NG 9
ISIN
NUMBER : US83611MNG95
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL A-5
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NH 7
ISIN
NUMBER : US83611MNH78
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇-▇
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NJ 3
ISIN
NUMBER : US83611MNJ35
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL M-2
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NK 0
ISIN
NUMBER : US83611MNK08
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇-▇
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NL 8
ISIN
NUMBER : US83611MNL80
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL M-4
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NM 6
ISIN
NUMBER : US83611MNM63
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL M-5
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NN 4
ISIN
NUMBER : US83611MNN47
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL M-6
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NP 9
ISIN
NUMBER : US83611MNP94
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL M-7
RATE:
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NQ 7
ISIN
NUMBER : US83611MNQ77
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL M-8
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NR 5
ISIN
NUMBER : US83611MNR50
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL M-9
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NS 3
ISIN
NUMBER : US83611MNS34
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL M-10
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NT 1
ISIN
NUMBER : US83611MNT17
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL B-1
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NU 8
ISIN
NUMBER : US83611MNU89
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL B-2
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NV 6
ISIN
NUMBER : US83611MNV62
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL B-3
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NW 4
ISIN
NUMBER : US83611MNW46
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL C
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NX 2
ISIN
NUMBER : US83611MNX29
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL P
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NY 0
ISIN
NUMBER : US83611MNY02
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL R
MATURITY:
03/25/2036
CUSIP
NUMBER: 83611M NZ 7
ISIN
NUMBER : US83611MNZ76
ISSUE
DESCRIPTION: ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇▇▇▇ CTF CL R-X
MATURITY:
03/25/2036
EXHIBIT
P
ADDITIONAL
DISCLOSURE NOTIFICATION
**SEND
TO ▇▇▇▇▇ FARGO VIA FAX TO ▇▇▇-▇▇▇-▇▇▇▇ AND VIA EMAIL TO
▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW. SEND TO THE DEPOSITOR AT THE ADDRESS
BELOW**
▇▇▇▇▇
Fargo Bank, N.A. as Securities Administrator
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
E-mail:
▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
Financial
Asset Securities Corp.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn:
Corporate Trust Services - Soundview Home Loan Trust 2006-2-SEC REPORT
PROCESSING
RE:
**Additional Form [ ] Disclosure**Required
Ladies
and Gentlemen:
In
accordance with Section [ ] of the Pooling and Servicing Agreement,
dated as of March 1, 2006, among the Depositor, ▇▇▇▇▇ Fargo Bank, N.A. as
master
servicer, servicer and trust administrator (the “Master Servicer”, “Servicer”
and “Trust Administrator”), and Deutsche Bank National Trust Company, a national
banking association, as trustee (the “Trustee”). The Undersigned, as [ ], hereby
notifies you that certain events have come to our attention that [will][may]
need to be disclosed on Form [ ].
Description
of Additional Form [ ] Disclosure:
List
of
Any Attachments hereto to be included in the Additional Form [ ]
Disclosure:
Any
inquiries related to this notification should be directed to [ ], phone number:
[ ]; email address: [ ].
|
|
[NAME
OF PARTY]
as
[role]
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
EXHIBIT
Q
FORM
OF
INTEREST RATE SWAP AGREEMENT
Dated:
April 6, 2006
Rate Swap Transaction
Re:
BNY
Reference No. 37516
Ladies
and Gentlemen:
The
purpose of this letter agreement is to confirm the terms and conditions
of the
rate swap Transaction entered into on the Trade Date specified below (the
“Transaction”) between The Bank of New York (“BNY”), a trust company duly
organized and existing under the laws of the State of New York and ▇▇▇▇▇
Fargo Bank, N.A., not individually, but solely as trustee on behalf of
the
Supplemental Interest Trust with respect to Soundview Home Loan Trust 2006-2,
Asset-Backed Certificates, Series 2006-2 (the “Counterparty”). The
definitions and provisions contained in the 2000 ISDA Definitions, as published
by the International Swaps and Derivatives Association, Inc., are incorporated
into this Confirmation. In the event of any inconsistency between those
definitions and provisions and this Confirmation, this Confirmation will
govern. Capitalized
terms not otherwise defined herein or in the Definitions or the Master
Agreement
shall have the meaning defined for such term in the Pooling and Servicing
Agreement.
1. This
Confirmation constitutes a “Confirmation” as referred to in and supplements,
forms part of and is subject to, the ISDA Master Agreement dated as of
April 6,
2006, as amended and supplemented from time to time (the “Agreement”), between
The Bank of New York and Counterparty. All provisions contained in the
Agreement
govern this Confirmation except as expressly modified below.
2. The
terms
of the particular Transaction to which this Confirmation relates are as
follows:
Type
of
Transaction: Rate
Swap
Notional
Amount:
With
respect to any Calculation Period the amount set forth for such period
on
Schedule I attached hereto
Trade
Date: ▇▇▇▇▇
▇▇,
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
Date: May
25,
2010, subject to adjustment in accordance with the Following Business Day
Convention
Fixed
Amounts:
Fixed
Rate
Payer:
Counterparty
Fixed
Rate Payer
Effective
Date:
February
25, 2007
Fixed
Rate: 5.06%
Fixed
Rate Payer
Period
End
Dates:
The
25th
calendar
day of each month during
the Term
of
this Transaction, commencing March 25, 2007, and ending on May 25, 2010,
subject
to No Adjustments.
Fixed
Rate Payer
Payment
Dates:
Early
Payment shall be applicable. The Fixed Rate Payer Payment Date shall be
one (1)
Business Days preceding each Fixed Rate Payer Period End Date.
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:
BNY
Floating
Rate Payer
Effective
Date:
February
26, 2007
Floating
Rate Payer
Period
End
Dates:
The
25th
calendar
day of each month during
the Term
of
this Transaction, commencing March 25, 2007, and ending on the Termination
Date,
subject to adjustment in accordance with the Following Business Day
Convention.
Floating
Rate Payer
Payment
Dates:
Early
Payment shall be applicable. The Floating Rate Payer Payment Date shall
be one
(1) Business Days preceding each Floating Rate Payer Period End
Date.
Floating
Rate
Option:
USD-LIBOR-BBA
Floating
Amount: To
be
determined in accordance with the following formula:
250*
Floating Rate * Notional Amount * Floating Rate Day Count Fraction
Designated
Maturity:
One
month
Floating
Rate Day
Count
Fraction:
Actual/360
Reset
Dates:
The
first
day of each Calculation Period
Compounding:
Inapplicable
Additional
Terms:
|
Additional
Payments:
|
BNY
shall pay Counterparty USD 84,000.00 on April 6,
2006.
|
|
|
Business
Days:
|
New
York
|
|
Calculation
Agent:
|
BNY
|
Account
Details and
Settlement
Information:
Payments
to BNY:
The Bank of New York
Derivative Products Support Department
▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
ABA #▇▇▇▇▇▇▇▇▇
Account #▇▇▇-▇▇▇▇-▇▇▇
Reference: Interest Rate Swaps
|
Payments
to Counterparty:
|
▇▇▇▇▇ Fargo Bank, N.A.
ABA No. ▇▇▇▇▇▇▇▇▇
For Credit to: SAS Clearing
Acct: ▇▇▇▇▇▇▇▇▇▇
FFC to: Soundview ▇▇-▇ ▇▇▇▇ ▇▇▇▇ # ▇▇▇▇▇▇▇
Please
confirm that the foregoing correctly sets forth the terms of our agreement
by
executing this agreement and returning it via facsimile to Derivative Products
Support Dept., Attn: ▇▇▇▇▇▇ ▇▇▇▇/▇▇▇▇▇ Au-▇▇▇▇▇ at ▇▇▇-▇▇▇-▇▇▇▇/5837. Once
we
receive this we will send you two original confirmations for
execution.
We
are
very pleased to have executed this Transaction with you and we look forward
to
completing other transactions with you in the near future.
Very
truly yours,
THE
BANK OF NEW YORK
By: _______________________________
Name:
Title:
Counterparty,
acting through its duly authorized signatory, hereby agrees to, accepts
and
confirms the terms of the foregoing as of the Trade Date.
▇▇▇▇▇
FARGO BANK, N.A., NOT INDIVIDUALLY BUT SOLELY AS TRUSTEE ON BEHALF OF THE
SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO SOUNDVIEW HOME LOAN TRUST 2006-2,
ASSET-BACKED CERTIFICATES, SERIES 2006-2
By: _______________________________
Name:
Title:
SCHEDULE
I
(subject
to adjustment in accordance with the Following Business Day Convention
with
respect
to the Floating Amounts and No Adjustment with respect to the Fixed
Amounts)
|
Accrual
Start Date
|
Accrual
End Date
|
Notional
Amount
|
|
25-Feb-07
|
25-Mar-07
|
$
2,496,012.51028
|
|
25-Mar-07
|
25-Apr-07
|
$
2,408,497.75524
|
|
25-Apr-07
|
25-May-07
|
$
2,319,178.11984
|
|
25-May-07
|
25-Jun-07
|
$
2,228,342.92448
|
|
25-Jun-07
|
25-Jul-07
|
$
2,136,295.43196
|
|
25-Jul-07
|
25-Aug-07
|
$
2,043,350.52568
|
|
25-Aug-07
|
25-Sep-07
|
$
1,948,874.16920
|
|
25-Sep-07
|
25-Oct-07
|
$
1,855,170.65500
|
|
25-Oct-07
|
25-Nov-07
|
$
1,756,961.37100
|
|
25-Nov-07
|
25-Dec-07
|
$
1,420,905.66536
|
|
25-Dec-07
|
25-Jan-08
|
$
616,388.01168
|
|
25-Jan-08
|
25-Feb-08
|
$
457,769.44152
|
|
25-Feb-08
|
25-Mar-08
|
$
438,165.19880
|
|
25-Mar-08
|
25-Apr-08
|
$
419,455.49148
|
|
25-Apr-08
|
25-May-08
|
$
401,596.61836
|
|
25-May-08
|
25-Jun-08
|
$
384,547.15184
|
|
25-Jun-08
|
25-Jul-08
|
$
368,267.81352
|
|
25-Jul-08
|
25-Aug-08
|
$
352,721.35672
|
|
25-Aug-08
|
25-Sep-08
|
$
337,872.45596
|
|
25-Sep-08
|
25-Oct-08
|
$
323,687.60240
|
|
25-Oct-08
|
25-Nov-08
|
$
300,518.55252
|
|
25-Nov-08
|
25-Dec-08
|
$
246,554.86316
|
|
25-Dec-08
|
25-Jan-09
|
$
232,642.24884
|
|
25-Jan-09
|
25-Feb-09
|
$
222,869.33528
|
|
25-Feb-09
|
25-Mar-09
|
$
214,601.53100
|
|
25-Mar-09
|
25-Apr-09
|
$
206,645.17904
|
|
25-Apr-09
|
25-May-09
|
$
198,988.20148
|
|
25-May-09
|
25-Jun-09
|
$
191,619.01024
|
|
25-Jun-09
|
25-Jul-09
|
$
184,526.48632
|
|
25-Jul-09
|
25-Aug-09
|
$
177,699.95924
|
|
25-Aug-09
|
25-Sep-09
|
$
171,129.18816
|
|
25-Sep-09
|
25-Oct-09
|
$
164,804.34336
|
|
25-Oct-09
|
25-Nov-09
|
$
158,715.98880
|
|
25-Nov-09
|
25-Dec-09
|
$
152,855.06540
|
|
25-Dec-09
|
25-Jan-10
|
$
147,212.87516
|
|
25-Jan-10
|
25-Feb-10
|
$
141,781.06592
|
|
25-Feb-10
|
25-Mar-10
|
$
136,551.61676
|
|
25-Mar-10
|
25-Apr-10
|
$
131,516.82420
|
|
25-Apr-10
|
25-May-10
|
$
126,669.28900
|
EXHIBIT
R-1
FORM
OF DELINQUENCY REPORT
|
Column/Header
Name
|
Description
|
Decimal
|
Format
Comment
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR
|
|
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the originator.
|
|
|
|
CLIENT_NBR
|
Servicer
Client Number
|
||
|
SERV_INVESTOR_NBR
|
Contains
a unique number as assigned by an external servicer to identify
a group of
loans in their system.
|
|
|
|
BORROWER_FIRST_NAME
|
First
Name of the Borrower.
|
||
|
BORROWER_LAST_NAME
|
Last
name of the borrower.
|
||
|
PROP_ADDRESS
|
Street
Name and Number of Property
|
|
|
|
PROP_STATE
|
The
state where the property located.
|
|
|
|
PROP_ZIP
|
Zip
code where the property is located.
|
|
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date that the borrower's next payment is due to the servicer at
the end of
processing cycle, as reported by Servicer.
|
MM/DD/YYYY
|
|
|
LOAN_TYPE
|
Loan
Type (i.e. FHA, VA, Conv)
|
|
|
|
BANKRUPTCY_FILED_DATE
|
The
date a particular bankruptcy claim was filed.
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_CHAPTER_CODE
|
The
chapter under which the bankruptcy was filed.
|
|
|
|
BANKRUPTCY_CASE_NBR
|
The
case number assigned by the court to the bankruptcy
filing.
|
|
|
|
POST_PETITION_DUE_DATE
|
The
payment due date once the bankruptcy has been approved by the
courts
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_DCHRG_DISM_DATE
|
The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
Discharged
and/or a Motion For Relief Was Granted.
|
MM/DD/YYYY
|
|
|
LOSS_MIT_APPR_DATE
|
The
Date The Loss Mitigation Was Approved By The Servicer
|
MM/DD/YYYY
|
|
|
LOSS_MIT_TYPE
|
The
Type Of Loss Mitigation Approved For A Loan Such As;
|
||
|
LOSS_MIT_EST_COMP_DATE
|
The
Date The Loss Mitigation /Plan Is Scheduled To End/Close
|
MM/DD/YYYY
|
|
|
LOSS_MIT_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
MM/DD/YYYY
|
|
|
FRCLSR_APPROVED_DATE
|
The
date DA Admin sends a letter to the servicer with instructions
to begin
foreclosure proceedings.
|
MM/DD/YYYY
|
|
|
ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue Foreclosure
|
MM/DD/YYYY
|
|
|
FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_EXPECTED_DATE
|
The
date by which a foreclosure sale is expected to occur.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_DATE
|
The
actual date of the foreclosure sale.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_AMT
|
The
amount a property sold for at the foreclosure sale.
|
2
|
No
commas(,) or dollar signs ($)
|
|
EVICTION_START_DATE
|
The
date the servicer initiates eviction of the borrower.
|
MM/DD/YYYY
|
|
|
EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from the
borrower.
|
MM/DD/YYYY
|
|
|
LIST_PRICE
|
The
price at which an REO property is marketed.
|
2
|
No
commas(,) or dollar signs ($)
|
|
LIST_DATE
|
The
date an REO property is listed at a particular price.
|
MM/DD/YYYY
|
|
|
OFFER_AMT
|
The
dollar value of an offer for an REO property.
|
2
|
No
commas(,) or dollar signs ($)
|
|
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
|
MM/DD/YYYY
|
|
|
REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to close.
|
MM/DD/YYYY
|
|
|
REO_ACTUAL_CLOSING_DATE
|
Actual
Date Of REO Sale
|
MM/DD/YYYY
|
|
|
OCCUPANT_CODE
|
Classification
of how the property is occupied.
|
|
|
|
PROP_CONDITION_CODE
|
A
code that indicates the condition of the property.
|
|
|
|
PROP_INSPECTION_DATE
|
The
date a property inspection is performed.
|
MM/DD/YYYY
|
|
|
APPRAISAL_DATE
|
The
date the appraisal was done.
|
MM/DD/YYYY
|
|
|
CURR_PROP_VAL
|
The
current "as is" value of the property based on brokers price opinion
or
appraisal.
|
2
|
|
|
REPAIRED_PROP_VAL
|
The
amount the property would be worth if repairs are completed pursuant
to a
broker's price opinion or appraisal.
|
2
|
|
|
If
applicable:
|
|
|
|
|
DELINQ_STATUS_CODE
|
FNMA
Code Describing Status of Loan
|
||
|
DELINQ_REASON_CODE
|
The
circumstances which caused a borrower to stop paying on a loan.
Code
indicates the reason why the loan is in default for this
cycle.
|
||
|
MI_CLAIM_FILED_DATE
|
Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT
|
Amount
of Mortgage Insurance Claim Filed
|
No
commas(,) or dollar signs ($)
|
|
|
MI_CLAIM_PAID_DATE
|
Date
Mortgage Insurance Company Disbursed Claim Payment
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT_PAID
|
Amount
Mortgage Insurance Company Paid On Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_FILED_DATE
|
Date
Claim Was Filed With Pool Insurance Company
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT
|
Amount
of Claim Filed With Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_PAID_DATE
|
Date
Claim Was Settled and The Check Was Issued By The Pool
Insurer
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT_PAID
|
Amount
Paid On Claim By Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_FILED_DATE
|
Date
FHA Part A Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_AMT
|
Amount
of FHA Part A Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part A Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part A Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_FILED_DATE
|
Date
FHA Part B Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_AMT
|
Amount
of FHA Part B Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part B Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part B Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
VA_CLAIM_FILED_DATE
|
Date
VA Claim Was Filed With the Veterans Admin
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_DATE
|
Date
Veterans Admin. Disbursed VA Claim Payment
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_AMT
|
Amount
Veterans Admin. Paid on VA Claim
|
2
|
No
commas(,) or dollar signs ($)
|
Exhibit
2: Standard
File Codes - Delinquency Reporting
The
Loss
Mit Type
field
should show the approved Loss Mitigation Code as follows:
|
·
|
ASUM-
|
Approved Assumption |
|
·
|
BAP-
|
Borrower Assistance Program |
|
·
|
CO-
|
Charge Off |
|
·
|
DIL-
|
Deed-in-Lieu |
|
·
|
FFA-
|
Formal Forbearance Agreement |
|
·
|
MOD-
|
Loan Modification |
|
·
|
PRE-
|
Pre-Sale |
|
·
|
SS-
|
Short Sale |
|
·
|
MISC-
|
Anything else approved by the PMI or Pool Insurer |
NOTE:
▇▇▇▇▇
Fargo Bank will accept alternative Loss Mitigation Types to those above,
provided that they are consistent with industry standards. If Loss Mitigation
Types other than those above are used, the Servicer must supply ▇▇▇▇▇ Fargo
Bank
with a description of each of the Loss Mitigation Types prior to sending
the
file.
The
Occupant
Code
field
should show the current status of the property code as follows:
|
·
|
Mortgagor
|
|
·
|
Tenant
|
|
·
|
Unknown
|
|
·
|
Vacant
|
The
Property
Condition
field
should show the last reported condition of the property as follows:
|
·
|
Damaged
|
|
·
|
Excellent
|
|
·
|
Fair
|
|
·
|
Gone
|
|
·
|
Good
|
|
·
|
Poor
|
|
·
|
Special
Hazard
|
|
·
|
Unknown
|
Exhibit
2: Standard
File Codes - Delinquency Reporting, Continued
The
FNMA
Delinquent Reason Code
field
should show the Reason for Delinquency as follows:
|
Delinquency
Code
|
Delinquency
Description
|
|
001
|
FNMA-Death
of principal mortgagor
|
|
002
|
FNMA-Illness
of principal mortgagor
|
|
003
|
FNMA-Illness
of mortgagor’s family member
|
|
004
|
FNMA-Death
of mortgagor’s family member
|
|
005
|
FNMA-Marital
difficulties
|
|
006
|
FNMA-Curtailment
of income
|
|
007
|
FNMA-Excessive
Obligation
|
|
008
|
FNMA-Abandonment
of property
|
|
009
|
FNMA-Distant
employee transfer
|
|
011
|
FNMA-Property
problem
|
|
012
|
FNMA-Inability
to sell property
|
|
013
|
FNMA-Inability
to rent property
|
|
014
|
FNMA-Military
Service
|
|
015
|
FNMA-Other
|
|
016
|
FNMA-Unemployment
|
|
017
|
FNMA-Business
failure
|
|
019
|
FNMA-Casualty
loss
|
|
022
|
FNMA-Energy
environment costs
|
|
023
|
FNMA-Servicing
problems
|
|
026
|
FNMA-Payment
adjustment
|
|
027
|
FNMA-Payment
dispute
|
|
029
|
FNMA-Transfer
of ownership pending
|
|
030
|
FNMA-Fraud
|
|
031
|
FNMA-Unable
to contact borrower
|
|
INC
|
FNMA-Incarceration
|
Exhibit
2: Standard
File Codes - Delinquency Reporting, Continued
The
FNMA
Delinquent Status Code
field
should show the Status of Default as follows:
|
Status
Code
|
Status
Description
|
|
09
|
Forbearance
|
|
17
|
Pre-foreclosure
Sale Closing Plan Accepted
|
|
24
|
Government
Seizure
|
|
26
|
Refinance
|
|
27
|
Assumption
|
|
28
|
Modification
|
|
29
|
Charge-Off
|
|
30
|
Third
Party Sale
|
|
31
|
Probate
|
|
32
|
Military
Indulgence
|
|
43
|
Foreclosure
Started
|
|
44
|
Deed-in-Lieu
Started
|
|
49
|
Assignment
Completed
|
|
61
|
Second
Lien Considerations
|
|
62
|
Veteran’s
Affairs-No Bid
|
|
63
|
Veteran’s
Affairs-Refund
|
|
64
|
Veteran’s
Affairs-Buydown
|
|
65
|
Chapter
7 Bankruptcy
|
|
66
|
Chapter
11 Bankruptcy
|
|
67
|
Chapter
13 Bankruptcy
|
EXHIBIT
R-2
FORM
OF MONTHLY REMITTANCE ADVICE
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 10 digits
|
20
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
|
|
Text
up to 10 digits
|
10
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be different
than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
|
BORROWER_NAME
|
The
borrower name as received in the file. It is not separated by first
and
last name.
|
|
Maximum
length of 30 (Last, First)
|
30
|
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported
by the
Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next payment
is
due to the Servicer, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
|
|
|
|
Action
Code Key: 15=Bankruptcy, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, , ▇▇▇▇▇▇, 63=Substitution,
65=Repurchase,70=REO
|
2
|
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|||
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of
the cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the
current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for
the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable
for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as
reported by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
|
|
|
|
|
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
|
MM/DD/YYYY
|
10
|
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
EXHIBIT
R-3
FORM
OF REALIZED LOSS REPORT
Calculation
of Realized Loss/Gain Form 332- Instruction Sheet
NOTE:
Do not net or combine items. Show all expenses individually and all credits
as
separate line items. Claim packages are due on the remittance report date.
Late
submissions may result in claims not being passed until the following month.
The
Servicer is responsible to remit all funds pending loss approval and /or
resolution of any disputed items.
The
numbers on the 332 form correspond with the numbers listed below.
Liquidation
and Acquisition Expenses:
1.
The
Actual Unpaid Principal Balance of the Mortgage Loan. For documentation,
an
Amortization Schedule from date of default through liquidation breaking out
the
net interest and servicing fees advanced is required.
2.
The
Total
Interest Due less the aggregate amount of servicing fee that would have been
earned if all delinquent payments had been made as agreed. For documentation,
an
Amortization Schedule from date of default through liquidation breaking out
the
net interest and servicing fees advanced is required.
3.
Accrued
Servicing Fees based upon the Scheduled Principal Balance of the Mortgage
Loan
as calculated on a monthly basis. For documentation, an Amortization Schedule
from date of default through liquidation breaking out the net interest and
servicing fees advanced is required.
4-12.
Complete
as applicable. Required documentation:
*
For
taxes and insurance advances - see page 2 of 332 form - breakdown required
showing period
of
coverage, base tax, interest, penalty. Advances prior to default require
evidence of servicer efforts to recover advances.
*
For
escrow advances - complete payment history
(to
calculate advances from last positive escrow balance forward)
*
Other
expenses - copies of corporate advance history showing all payments
*
REO
repairs > $1500 require explanation
*
REO
repairs >$3000 require evidence of at least 2 bids.
*
Short
Sale or Charge Off require P&L supporting the decision and WFB’s approved
Officer Certificate
*
Unusual
or extraordinary items may require further documentation.
13. The
total
of lines 1 through 12.
Credits:
14-21. Complete
as applicable. Required documentation:
*
Copy of
the HUD 1 from the REO sale. If a 3rd
Party
Sale, bid instructions and Escrow Agent / Attorney
Letter
of
Proceeds Breakdown.
*
Copy of
EOB for any MI or gov't guarantee
*
All
other credits need to be clearly defined on the 332
form
22. The
total
of lines 14 through 21.
Please
Note: For
HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
Part
B/Supplemental proceeds.
Total
Realized Loss (or Amount of Any Gain):
23.
The
total
derived from subtracting line 22 from 13. If the amount represents a realized
gain, show
the
amount in parenthesis ( ).
Exhibit
3A: Calculation
of Realized Loss/Gain Form 332
Prepared
by: __________________ Date:
_______________
Phone:
______________________ Email
Address:_____________________
|
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
▇▇▇▇▇
FARGO BANK, N.A. Loan No._____________________________
Borrower's
Name: _________________________________________________________
Property
Address: _________________________________________________________
Liquidation
Type: REO Sale
3rd
Party Sale Short
Sale Charge
Off
Was
this loan granted a Bankruptcy deficiency or cramdown Yes No
If
“Yes”,
provide deficiency or cramdown amount
_______________________________
Liquidation
and Acquisition Expenses:
|
(1)
|
Actual Unpaid Principal Balance of Mortgage Loan | $ ______________ | (1) |
|
(2)
|
Interest accrued at Net Rate | ________________ | (2) |
|
(3)
|
Accrued Servicing Fees | ________________ | (3) |
|
(4)
|
Attorney's Fees | ________________ | (4) |
|
(5)
|
Taxes (see page 2) | ________________ | (5) |
|
(6)
|
Property Maintenance | ________________ | (6) |
|
(7)
|
MI/Hazard Insurance Premiums (see page 2) | ________________ | (7) |
|
(8)
|
Utility Expenses | ________________ | (8) |
|
(9)
|
Appraisal/BPO | ________________ | (9) |
|
(10)
|
Property Inspections | ________________ | (10) |
|
(11)
|
FC Costs/Other Legal Expenses | ________________ | (11) |
|
(12)
|
Other (itemize) | ________________ | (12) |
|
Cash
for Keys _____________________________
|
________________ | (12) | |
|
HOA/Condo
Fees___________________________
|
________________ | (12) | |
|
___________________________________
|
(12) | ||
|
Total
Expenses
|
$ ______________ | (13) | |
| Credits: | |||
|
(14)
|
Escrow Balance | $ ______________ | (14) |
|
(15)
|
HIP Refund | ________________ | (15) |
|
(16)
|
Rental Receipts | ________________ | (16) |
|
(17)
|
Hazard Loss Proceeds | ________________ | (17) |
|
(18)
|
Primary Mortgage Insurance / Gov’t Insurance | ________________ | (18a) |
|
|
HUD Part A | ||
| ________________ | (18b) | ||
| HUD Part B | |||
|
(19)
|
Pool Insurance Proceeds | ________________ | (19) |
|
(20)
|
Proceeds from Sale of Acquired Property | ________________ | (20) |
|
(21)
|
Other (itemize) | ________________ | (21) |
|
Total
Credits
|
$ ______________ | (22) | |
| Total Realized Loss (or Amount of Gain) | $ ______________ | (23) | |
Escrow
Disbursement Detail
|
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of
Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
EXHIBIT
S
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
|
Trust
Admin.
|
Trustee/
Custodian
|
|
General
Servicing Considerations
|
|||||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
X
|
X
|
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
X
|
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.
|
X
|
|||
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
X
|
X
|
|
|
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
|
|||
|
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with
the related
pool asset documents are posted to the Servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance
with the
related pool asset documents.
|
X
|
|||
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the pool assets agree with the Servicer’s
records with respect to an obligor’s unpaid principal balance.
|
X
|
|||
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's pool assets
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
|||
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
|||
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a pool
asset is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or unemployment).
|
X
|
|||
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
|
X
|
|||
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in
the
transaction agreements; (B) interest on such funds is paid, or
credited,
to obligors in accordance with applicable pool asset documents
and state
laws; and (C) such funds are returned to the obligor within 30
calendar
days of full repayment of the related pool assets, or such other
number of
days specified in the transaction agreements.
|
X
|
|||
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
|||
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
|||
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
|||
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
X
|
||
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
X
|
|||
EXHIBIT
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 Trust
Administrator pursuant to Section 4.07(a)(iv).
Under
Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be
included in the periodic Distribution Date statement under Section 4.02,
provided by the Trust Administrator based on information received from the
Servicer and the Master Servicer; and b) items marked “Form 10-D report” are
required to be in the Form 10-D report but not the 4.02 statement, provided
by
the party indicated. Information under all other Items of Form 10-D is to
be
included in the Form 10-D report.
|
Form
|
Item
|
Description
|
Responsible
Party
|
|
10-D
|
Must
be filed within 15 days of the Distribution Date.
|
||
|
1
|
Distribution
and Pool Performance Information
|
||
|
Item
1121(a) - Distribution and Pool Performance
Information
|
|||
|
(1)
Any applicable record dates, accrual dates, determination dates
for
calculating distributions and actual distribution dates for the
distribution period.
|
4.02
statement
|
||
|
(2)
Cash flows received and the sources thereof for distributions,
fees and
expenses.
|
4.02
statement
|
||
|
(3)
Calculated amounts and distribution of the flow of funds for the
period
itemized by type and priority of payment, including:
|
4.02
statement
|
||
|
(i)
Fees or expenses accrued and paid, with an identification of the
general
purpose of such fees and the party receiving such fees or
expenses.
|
4.02
statement
|
||
|
(ii)
Payments accrued or paid with respect to enhancement or other support
identified in Item 1114 of Regulation AB (such as insurance premiums
or
other enhancement maintenance fees), with an identification of
the general
purpose of such payments and the party receiving such
payments.
|
4.02
statement
|
||
|
(iii)
Principal, interest and other distributions accrued and paid on
the
asset-backed securities by type and by class or series and any
principal
or interest shortfalls or carryovers.
|
4.02
statement
|
||
|
(iv)
The amount of excess cash flow or excess spread and the disposition
of
excess cash flow.
|
4.02
statement
|
||
|
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
4.02
statement
|
||
|
(5)
Interest rates applicable to the pool assets and the asset-backed
securities, as applicable. Consider providing interest rate information
for pool assets in appropriate distributional groups or incremental
ranges.
|
4.02
statement
|
||
|
(6)
Beginning and ending balances of transaction accounts, such as
reserve
accounts, and material account activity during the period.
|
4.02
statement
|
||
|
(7)
Any amounts drawn on any credit enhancement or other support identified
in
Item 1114 of Regulation AB, as applicable, and the amount of coverage
remaining under any such enhancement, if known and
applicable.
|
4.02
statement
|
||
|
(8)
Number and amount of pool assets at the beginning and ending of
each
period, and updated pool composition information, such as weighted
average
coupon, weighted average remaining term, pool factors and prepayment
amounts.
|
4.02
statement
Updated
pool composition information fields to be as specified by Depositor
from
time to time
|
||
|
(9)
Delinquency and loss information for the period.
In
addition, describe any material changes to the information specified
in
Item 1100(b)(5) of Regulation AB regarding the pool
assets.
|
4.02
statement: Servicer and Master Servicer.
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: Master Servicer and Servicer
|
||
|
(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 and Servicer
Form
10-D report: Depositor, Master Servicer and Servicer
|
||
|
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
Trust
Administrator
Issuing
entity
Master
Servicer
Originator
Custodian
|
Seller
Depositor
Trustee
Trust
Administrator
Depositor
Master
Servicer
Depositor
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)
|
Trust
Administrator
|
||
|
5
|
Submission
of Matters to a Vote of Security Holders
|
||
|
Information
from Item 4 of Part II of Form 10-Q
|
Trustee,
Trust Administrator
|
||
|
6
|
Significant
Obligors of Pool Assets
|
||
|
Item
1112(b) - Significant
Obligor Financial Information*
|
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
|
Depositor
Depositor
Depositor
|
||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Items.
|
|||
|
8
|
Other
Information
|
||
|
Disclose
any information required to be reported on Form 8-K during the
period
covered by the Form 10-D but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
below
|
||
|
9
|
Exhibits
|
||
|
Distribution
report
|
Trust
Administrator
|
||
|
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
Depositor
|
||
|
8-K
|
Must
be filed within four business days of an event reportable on Form
8-K.
|
||
|
1.01
|
Entry
into a Material Definitive Agreement
|
||
|
Disclosure
is required regarding entry into or amendment of any definitive
agreement
that is material to the securitization, even if depositor is not
a party.
Examples:
servicing agreement, custodial agreement.
Note:
disclosure not required as to definitive agreements that are fully
disclosed in the prospectus
|
All
parties to this Agreement
|
||
|
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.
|
All
parties to this Agreement
|
||
|
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/Trust
Administator
|
||
|
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,
Servicer or Master Servicer
Depositor
|
||
|
6.03
|
Change
in Credit Enhancement or Other External Support
|
||
|
Covers
termination of any enhancement in manner other than by its terms,
the
addition of an enhancement, or a material change in the enhancement
provided. Applies to external credit enhancements as well as derivatives.
Reg AB disclosure about any new enhancement provider is also
required.
|
Depositor
|
||
|
6.04
|
Failure
to Make a Required Distribution
|
Trust
Administrator
|
|
|
6.05
|
Securities
Act Updating Disclosure
|
||
|
If
any material pool characteristic differs by 5% or more at the time
of
issuance of the securities from the description in the final prospectus,
provide updated 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
|
All
parties to this Agreement
|
|
|
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
|
Depositor
Depositor
Depositor
|
||
|
Item
1117 -
Seller
Depositor
Trustee
Issuing
entity
Master
Servicer
Originator
Custodian
|
Seller
Depositor
Trustee
Issuing
entity
Master
Servicer
Depositor
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
Depositor
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, Servicer and Trust
Administrator
|
||
EXHIBIT
U
FORM
OF
CUSTODIAL AGREEMENT
DEUTSCHE
BANK NATIONAL TRUST COMPANY, as Trustee
for
the
Soundview Home Loan Trust ▇▇▇▇-▇,
▇▇▇▇▇
Backed Certificates, Series 2006-2
and
JPMORGAN
CHASE BANK, N.A.,
as
Custodian
and
▇▇▇▇▇
FARGO BANK, N.A.,
as
Servicer
CUSTODIAL
AGREEMENT
As
of
March 1, 2006
TABLE
OF CONTENTS
|
Section
1.
|
Definitions.
|
|
Section
2.
|
Delivery
of Custodial Files.
|
|
Section
3.
|
Custodian’s
Receipt, Examination and Certification of Mortgage Files; Initial
Trust
Receipt Delivered by the Custodian.
|
|
Section
4.
|
Obligations
of the Custodian.
|
|
Section
5.
|
Final
Trust Receipt.
|
|
Section
6.
|
Future
Defects.
|
|
Section
7.
|
Release
for Servicing.
|
|
Section
8.
|
Release
for Payment.
|
|
Section
9.
|
Fees
of Custodian.
|
|
Section
10.
|
Removal
of Custodian.
|
|
Section
11.
|
Transfer
of Custodial Files.
|
|
Section
12.
|
Examination
of Custodial Files.
|
|
Section
13.
|
Insurance
of Custodian.
|
|
Section
14.
|
Counterparts.
|
|
Section
15.
|
Periodic
Statements.
|
|
Section
16.
|
Governing
Law.
|
|
Section
17.
|
Copies
of Mortgage Documents.
|
|
Section
18.
|
No
Adverse Interest of Custodian.
|
|
Section
19.
|
Termination
by Custodian.
|
|
Section
20.
|
Term
of Agreement.
|
|
Section
21.
|
Notices.
|
|
Section
22.
|
Successors
and Assigns.
|
|
Section
23.
|
Indemnification
of Custodian.
|
|
Section
24.
|
Reliance
of Custodian.
|
|
Section
25.
|
Transmission
of Custodial Files.
|
|
Section
26.
|
Authorized
Representatives.
|
|
Section
27.
|
Reproduction
of Documents.
|
|
Section
28.
|
Amendment.
|
EXHIBITS
|
EXHIBIT
1
|
FORM
OF TRUST RECEIPT AND INITIAL CERTIFICATION
|
|
EXHIBIT
2
|
FORM
OF FINAL TRUST RECEIPT
|
|
EXHIBIT
3
|
FORM
OF REQUEST FOR RELEASE OF DOCUMENTS
|
|
EXHIBIT
4
|
AUTHORIZED
REPRESENTATIVES OF SERVICER
|
|
EXHIBIT
5
|
AUTHORIZED
REPRESENTATIVES OF TRUSTEE
|
|
EXHIBIT
6
|
AUTHORIZED
REPRESENTATIVES OF CUSTODIAN
|
|
EXHIBIT
7
|
MORTGAGE
LOAN SCHEDULE
|
THIS
CUSTODIAL AGREEMENT, dated as of March 1, 2006, among Deutsche Bank National
Trust Company, having an address at ▇▇▇▇
▇▇▇▇
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, not individually but
solely
as trustee for Soundview Home Loan Trust 2006-2, Asset-Backed Certificates,
Series 2006-2 (the “Trustee”), JPMorgan Chase Bank, N.A. as custodian, having an
address at [___________] (the “Custodian”) and ▇▇▇▇▇ Fargo Bank, N.A., as master
servicer and servicer (the “Master Servicer” and the “Servicer”), having an
address at [____________].
W I T N E S S E T H
WHEREAS,
Financial Asset Securities Corp. (the “Depositor”) has purchased certain
conventional fixed-rate and adjustable-rate mortgage loans (the “Mortgage
Loans”) from Greenwich Capital Financial Products, Inc. (the “Seller”), pursuant
to the terms and conditions of the Assignment and Recognition Agreements,
dated
as of March 17, 2006, among the Depositor, the Servicer and the Sellers
(the
“Purchase Agreements”);
WHEREAS,
the Servicer is to service the Mortgage Loans on behalf of Soundview Home
Loan
Trust 2006-2, under a Pooling and Servicing Agreement, dated as of March
1,
2006, among the Depositor, the Master Servicer and Servicer and the Trustee
(the
“Pooling and Servicing Agreement”); and
WHEREAS,
the Custodian is a national banking association chartered under the laws
of the
United States of America and regulated by the Comptroller of the Currency,
and
is otherwise authorized to act as Custodian pursuant to this Agreement.
With
respect to each of the Mortgage Loans set forth on the Mortgage Loan Schedule
attached as Exhibit 8 hereto, the Servicer desires to have the Custodian
take
possession of the Mortgages and Mortgage Notes, along with certain other
documents specified herein, as the custodian of the Trustee, in accordance
with
the terms and conditions hereof.
NOW
THEREFORE, in consideration of the mutual undertakings herein expressed,
the
parties hereto hereby agree as follows:
1. Definitions.
Any
capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Pooling and Servicing Agreement.
2. Delivery
of Custodial Files.
The
Depositor has delivered and released, or will cause to be delivered and
released, to the Custodian on or prior to the Closing Date the following
documents pertaining to each of the Mortgage Loans identified in the Mortgage
Loan Schedule (the “Custodial File”):
(i) the
original Mortgage Note including any riders thereto, endorsed either (A)
in
blank, in which case the Trustee shall cause the endorsement to be completed
or
(B) in the following form: “Pay to the order of Deutsche Bank National Trust
Company, as Trustee, without recourse” or with respect to any lost Mortgage
Note, an original Lost Note Affidavit stating that the original mortgage
note
was lost, misplaced or destroyed, together with a copy of the related mortgage
note; provided, however, that such substitutions of Lost Note Affidavits
for
original Mortgage Notes may occur only with respect to Mortgage Loans,
the
aggregate Cut-off Date Principal Balance of which is less than or equal
to 1.00%
of the Pool Balance as of the Cut-off Date;
(ii) the
original Mortgage (noting the presence of the MIN of the Mortgage Loan
and
language indicating that the Mortgage Loan is a MOM Loan if the Mortgage
Loan is
a MOM Loan), with evidence of recording thereon, and the original recorded
power
of attorney, if the Mortgage was executed pursuant to a power of attorney,
with
evidence of recording thereon or, if such Mortgage or power of attorney
has been
submitted for recording but has not been returned from the applicable public
recording office, has been lost or is not otherwise available, a copy of
such
Mortgage or power of attorney, as the case may be, certified to be a true
and
complete copy of the original submitted for recording;
(iii) unless
the Mortgage Loan is registered on the MERS® System, an original Assignment, in
form and substance acceptable for recording. The Mortgage shall be assigned
either (A) in blank or (B) to “Deutsche Bank National Trust Company, as Trustee,
without recourse”;
(iv) an
original of any intervening assignment of Mortgage showing a complete chain
of
assignments (or to MERS if the Mortgage Loan is registered on the MERS® System
and noting the presence of MIN);
(v) the
original or a certified copy of lender’s title insurance policy;
and
(vi) the
original or copies of each assumption, modification, written assurance
or
substitution agreement, if any.
If
any of
the documents referred to in Section 2(ii), (iii) or (iv) above has as
of the
Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage
Loans) been submitted for recording but either (x) has not been returned
from
the applicable public recording office or (y) has been lost or such public
recording office has retained the original of such document, the obligations
of
the Depositor to deliver such documents shall be deemed to be satisfied
upon (1)
delivery to the Custodian no later than the Closing Date (or Subsequent
Transfer
Date, with respect to Subsequent Mortgage Loans), of a copy of each such
document certified by the Originator in the case of (x) above or the applicable
public recording office in the case of (y) above to be a true and complete
copy
of the original that was submitted for recording and (2) if such copy is
certified by the Originator, delivery to the 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. If the original lender’s title insurance policy, or a certified copy
thereof, was not delivered pursuant to Section 2(v) above, the Depositor
shall
deliver or cause to be delivered to the Custodian, the original or a copy
of a
written commitment or interim binder or preliminary report of title issued
by
the title insurance or escrow company, with the original or a certified
copy
thereof to be delivered to the Custodian, promptly upon receipt thereof.
The
Servicer or the Depositor shall deliver or cause to be delivered to 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 Custodian shall notify
the
Servicer and the Servicer shall enforce the obligations of the Originator
under
the Purchase Agreement to cure such defect or deliver such missing document
to
the Trustee or the Custodian within 120 days. If the Originator does not
cure
such defect or deliver such missing document within such time period, the
Servicer shall enforce the obligations of the Originator to either repurchase
or
substitute for such Mortgage Loan in accordance with Section 2.03 of the
Pooling
and Servicing Agreement. For purposes of this Section, “defect” shall mean a
failure of a document to correspond to the information set forth in the
applicable Mortgage Loan Schedule or the absence in a Mortgage File of
any
document required pursuant to this Agreement. In connection with the foregoing,
it is understood that the Custodian 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.
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
Custodian hereby agrees to its duties under Section 2.03 of the Pooling
and
Servicing Agreement with respect to Qualified Substitute Mortgage
Loans.
| 3. |
Custodian’s
Receipt, Examination and Certification of Mortgage Files; Initial
Trust
Receipt Delivered by the Custodian.
|
The
Custodian agrees, for the benefit of the Certificateholders, to review
each
Custodial File on or before the Closing Date and to certify in substantially
the
form attached hereto as Exhibit 1 (the “Trust Receipt and Initial
Certification”) 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 definition
of “Mortgage Loan Schedule” in the Pooling and Servicing Agreement accurately
reflects information set forth in the Custodial File. It is herein acknowledged
that, in conducting such review, the Custodian was not under any duty or
obligation (i) to inspect, review or examine any such documents, instruments,
certificates or other papers to determine whether they are genuine, enforceable,
or appropriate for the represented purpose or whether they have actually
been
recorded or that they are other than what they purport to be on their face
or
(ii) to determine whether any Custodial File should include any of the
documents
specified in clause (e) of Section 2.
The
Custodian agrees to execute and deliver to the Depositor and the Servicer
on or
prior to the Closing Date an acknowledgment of receipt of the related original
Mortgage Note for each Initial Mortgage Loan (with any exceptions noted),
substantially in the form attached as Exhibit 8 hereto.
4. Obligations
of the Custodian.
With
respect to the Mortgage Note, the Mortgage and the Assignment and other
documents constituting each Custodial File which is delivered to the Custodian
or which come into the possession of the Custodian, the Custodian is the
custodian for the Trustee exclusively. The Custodian shall hold all mortgage
documents received by it constituting the Custodial File for the exclusive
use
and benefit of the Trustee, and shall make disposition thereof only in
accordance with this Agreement and the instructions furnished by the Trustee.
The Custodian shall segregate and identify the Mortgage Loan Files by pool
on
its automated data system and maintain continuous custody of all mortgage
documents constituting the Custodial File in secure and fire-resistant
facilities in accordance with customary standards for such custody. The
Custodian shall not be responsible to verify (i) the validity, legality,
enforceability, sufficiency, due authorization or genuineness
of any document in each Custodial File or of any of the Mortgage Loans
or (ii)
the collectability, insurability, effectiveness or suitability of any Mortgage
Loan.
The
Custodian shall not execute any
endorsements on the Mortgage Notes and Assignments of Mortgages without
the
prior written consent of the Trustee,
except as otherwise set forth in Section 2 of this Agreement or as otherwise
agreed to between the Trustee and the Custodian.
5. Final
Trust Receipt.
Within
one (1) year
after
the Closing Date, the Custodian shall review each Custodial File, and shall
deliver to the Trustee (with a copy to the Depositor and the Servicer),
a Final
Trust Receipt attached hereto as Exhibit 2 to the effect that, as to each
Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage
Loan
(i) paid in full,
or
(ii)
specifically identified as an exception on the exception report attached
to such
Final Trust Receipt as not covered by such Final Trust Receipt): (i) all
documents required to be delivered to it pursuant to paragraphs (i), (ii),
(iii), (iv) and (vi) and to the extent provided in the Custodial Files
paragraph
(v) of Section 2 of this Agreement are in its possession; (ii) such documents
have been reviewed by it and appear regular on their face and relate to
such
Mortgage Loan; (iii) based on its examination and only as to the foregoing
documents,
the
information set forth in items (1) and (3) of the definition of “Mortgage Loan
Schedule” in the Pooling and Servicing Agreement accurately reflects information
set forth in the Custodial File; and (iv) each Mortgage Note has been endorsed
as provided in Section 2 of this Agreement and each Mortgage has been assigned
in accordance with Section 2 of this Agreement.
6. Future
Defects.
During
the term of this Agreement, if the Custodian discovers any defect with
respect
to the Custodial File, the Custodian shall give written specification of
such
defect to the Servicer and the Trustee such notice to be in the form of
an
exception report. For purposes of this Section, “defect” shall mean a failure of
a document to correspond to the information set forth in the applicable
Mortgage
Loan Schedule or the absence in a Mortgage File of any document required
pursuant to this Agreement.
7. Release
for Servicing.
From
time
to time and as appropriate for the foreclosure or servicing of any of the
Mortgage Loans, the Custodian shall, upon receipt of two copies (or
electronic receipt
from the Servicer in a form acceptable to the Custodian) of a Request for
Release of Documents and receipt in the form annexed hereto as Exhibit
3,
release
to the Servicer, the related Custodial File or its designee within three
Business Days, which, shall be sent by overnight mail, at the expense of
the
Servicer or the related Mortgagor. The Servicer shall return to the Custodian
the Custodial File when the Servicer’s need therefor in connection with such
foreclosure or servicing no longer exists, unless the Mortgage Loan shall
be
liquidated in which case, upon receipt of an additional Request for Release
of
Documents and receipt certifying such liquidation in the form annexed hereto
as
Exhibit
3,
the
request and receipt submitted pursuant to the first sentence of this Section
7
shall be released by the Custodian to the Servicer.
8. Release
for Payment.
Upon
receipt by the Custodian of two copies (or electronic receipt from the
Servicer
in a form acceptable to the Custodian) of the Servicer’s Request for Release of
Documents and receipt in the form annexed hereto as Exhibit
3
(which
certification shall include a statement to the effect that all amounts
received
in connection with such payment, repurchase or liquidation have been credited
to
the related custodial account), the Custodian shall release the related
Custodial File to the Servicer within three Business Days.
9. Fees
and
Expenses of Custodian.
In
accordance with the terms of the Pooling and Servicing Agreement, the
Custodian’s fees detailed in Exhibit 10 related to third-party releases only, in
connection herewith shall be paid by the Master Servicer as set forth in
the
Pooling and Servicing Agreement. Fees will be due upon receipt of an invoice
from the Custodian.
10. Removal
of Custodian.
The
Trustee, with or without cause, may upon at least 60
days’
notice remove and discharge the Custodian from the performance of its duties
under this Agreement by written notice from the Trustee
to the
Custodian, with a copy to the Servicer and the Master Servicer. Having
given
notice of such removal, the Trustee promptly shall appoint (at the direction
of
the Depositor and with the consent of the Servicer) a successor Custodian
to act
on behalf of the Trustee by written instrument, one original counterpart
of
which instrument shall be retained by the Trustee, with a copy to the Servicer,
and an original to the successor Custodian. In the event of any such removal,
the Custodian shall, upon the Trustee’s surrender of the Trust Receipt and
Initial Certifications and Final Trust Receipt, as applicable, promptly
transfer
to the successor Custodian, as directed, all Custodial Files being administered
under this Agreement. In
the
event of any such removal and appointment the Trust Fund shall be responsible
for the fees and expenses of the existing and successor Custodian.
11. Transfer
of Custodial Files.
Upon
the
Custodian’s receipt of two (2) Business Days’ written or
electronic notification
from the Trustee, the Custodian shall release to such persons as the
Trustee
shall
designate all or a portion of the Custodial Files relating to the Mortgage
Loans
subject to the Trust Receipt and Initial Certification or Final Trust
Receipt,
as
applicable.
12. Examination
of Custodial Files.
Upon
reasonable prior written notice to the Custodian but not less than two
(2)
Business Days notice, the Trustee and its agents, accountants, attorneys
and
auditors will be permitted during normal business hours to examine the
Custodial
Files, documents, records and other papers in the possession of or under
the
control of the Custodian relating to any or all of the Mortgage Loans at
the
expense of the Trustee.
13. Insurance
of Custodian.
At
its
own expense, the Custodian shall maintain at all times during the existence
of
this Agreement and keep in full force and effect such insurance in amounts,
with
standard coverage and subject to deductibles, all as is customary for insurance
typically maintained by banks which act as Custodian. The minimum coverage
under
any such bond and insurance policies shall be at least equal to the
corresponding amounts required by ▇▇▇▇▇▇ Mae in the ▇▇▇▇▇▇ ▇▇▇ Servicing
Guide
or by ▇▇▇▇▇▇▇ Mac in the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇’ & Servicers’ Guide. Upon
request, the Trustee shall be entitled to receive evidence satisfactory
to the
Trustee that such insurance is in full force and effect.
14. Counterparts.
For
the
purpose of facilitating the execution of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any
number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute and be one and the same
instrument.
15. Periodic
Statements.
Upon
the
written request of the Trustee, the Custodian shall provide to the Trustee
a
list of all the Mortgage Loans for which the Custodian holds a Custodial
File
pursuant to this Agreement. Such list may be in the form of a copy of the
Mortgage Loan Schedule with manual deletions to specifically denote any
Mortgage
Loans paid off, repurchased or sold since the date of this
Agreement.
16. GOVERNING
LAW.
THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW
YORK AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
17. Copies
of Mortgage Documents.
Upon
the
written request of the Trustee
and at
the cost and expense of the Custodian, the Custodian shall provide the
Trustee
with
copies of the Mortgage Notes, Mortgages, Assignments and other documents
relating to one or more of the Mortgage Loans.
18. No
Adverse Interest of Custodian.
By
execution of this Agreement, the Custodian represents and warrants that
it
currently holds, and during the existence of this Agreement shall hold,
no
interest adverse to the Trustee, by way of security or otherwise, in any
Mortgage Loan, and hereby waives and releases any such interest which it
may
have in any Mortgage Loan as of the date hereof.
19. Termination
by Custodian.
The
Custodian may terminate its obligations under this Agreement upon at least
sixty
(60) days’ prior notice to the Servicer and the Trustee. In the event of such
termination, the Trustee shall appoint a successor Custodian. The payment
of
the
existing Custodian’s or such
successor Custodian’s fees and expenses shall be solely the responsibility of
the Trust Fund. Upon such appointment, the Custodian shall promptly transfer
to
the successor Custodian, as directed, all Custodial Files being administered
under this Agreement.
20. Term
of Agreement.
Unless
terminated pursuant to Section 9 or Section 18 hereof, this Agreement shall
terminate upon the final payment or other liquidation (or advance with
respect
thereto) of the last Mortgage Loan or the disposition of all property acquired
upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and
the
final remittance of all funds due under the Pooling and Servicing Agreement.
In
such event all documents remaining in the Custodial Files shall be released
in
accordance with the written instructions of the Trustee.
21. Notices.
All
demands, notices and communications hereunder shall be in writing and shall
be
deemed to have been duly given when received by the recipient party (i)
in the
case of the Custodian, the Trustee and the Servicer, at the address shown
on the
first page hereof, (ii) in the case of the Depositor, Financial Asset Securities
Corp., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Legal
and
(iii) in the case of the Seller, Greenwich Capital Financial Products,
Inc., ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Legal, or in any
case,
at such other addresses as may hereafter be furnished to the other party
by like
notice. Any such demand, notice or communication hereunder shall be deemed
to
have been received on the date delivered to or received at the premises
of the
addressee.
22. Successors
and Assigns.
This
Agreement shall inure to the benefit of the successors and assigns of the
parties hereto; provided however, that the form of any assignment by any
party
of its interests hereunder shall be in a form reasonably acceptable to
the
Trustee, the Servicer and the Custodian. Such assignment shall be executed
by an
authorized representative of the assignor and any assignee shall forward
a list
of authorized representatives to each party to this Agreement pursuant
to
Section 26 of this Agreement.
23. Indemnification
of Custodian.
The
Custodian and its directors, officers, agents and employees shall be indemnified
and held harmless by the Trust Fund against liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements,
including reasonable attorney’s fees, that may be imposed on, incurred by, or
asserted against it or them directly relating to or arising out of this
Custodial Agreement or any action taken or not taken by it or them hereunder
unless such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements were imposed on, incurred
by
or asserted against the Custodian because of the breach by the Custodian
of its
obligations hereunder, which breach was caused by negligence, lack of good
faith
or willful misconduct on the part of the Custodian or any of its directors,
officers, agents or employees. The indemnification set forth in this section
shall survive any termination or
assignment of
this
Custodial Agreement and the termination or removal of the
Custodian.
The
Custodian agrees to indemnify and hold the Trust Fund and Trustee, its
employees, officers and directors harmless against liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses
or
disbursements, including reasonable attorney’s fees, that may be imposed on,
incurred by, or asserted against them directly relating to or arising out
of a
failure to produce a Mortgage Note, Assignment or any other document related
to
a Mortgage Loan that was in its possession pursuant to Section 2 within
two (2)
Business Days after required or requested by the Trustee, and provided,
that (i)
Custodian previously delivered to the Trustee a Trust Receipt and Initial
Certification with respect to such document (other than any Mortgage Loan
identified in the exception report annexed thereto as not covered by such
certification); (ii) such document is not outstanding pursuant to a Request
for
Release; and (iii) such document was held by the Custodian on behalf of
the
Trustee. In no event shall the Custodian or its directors, officers, agents
and
employees be liable for any special, indirect or consequential damages
from any
action taken or omitted to be taken by it or them hereunder or in connection
herewith even if advised of the possibility of such damages. The foregoing
indemnification shall survive any termination or assignment of this Agreement
or
the removal or resignation of the Custodian hereunder.
24. Reliance
of Custodian.
(i) The
Custodian may conclusively rely, as to the truth of the statements and
the
correctness of the opinions expressed therein, upon any request, instructions,
certificate, opinion or other document furnished to the Custodian, reasonably
believed by the Custodian to be genuine and to have been signed or presented
by
the proper party or parties and conforming to the requirements of this
Agreement; but in the case of any loan document or other request, instruction,
document or certificate which by any provision hereof is specifically required
to be furnished to the Custodian, the Custodian shall be under a duty to
examine
the same to determine, subject to the limitations on the Custodian’s obligations
set forth herein, whether or not it conforms to the requirements of this
Agreement.
(ii) The
Custodian shall have no duties or responsibilities except those that are
specifically set forth in this Agreement. The Custodian shall have no
responsibility nor duty with respect to any Custodial File while such Custodial
File is not in its possession. If the Custodian requests instructions from
the
Trustee
with
respect to any act, action or failure to act in connection with this Agreement,
the Custodian shall be entitled to refrain from taking such action and
continue
to refrain from acting unless and until the Custodian shall have received
written instructions from the Trustee
with
respect to a Custodial File without incurring any liability therefor to
the
Trustee
or any
other Person.
(iii) Other
than as provided herein, neither the Custodian nor any of its directors,
officers, agents or employees shall be liable for any action or omission
to act
hereunder except for its or their own negligence or lack of good faith
or
willful misconduct. In no event shall the Custodian or any of its directors,
officers, agents or employees have any responsibility to ascertain or take
action except as expressly provided herein.
(iv) Neither
the Custodian nor any of its directors, officers, agents or employees shall
be
liable for any action taken or not taken by it in good faith in the performance
of its obligations under this Agreement. The obligations of the Custodian
or any
of its directors, officers, agents or employees shall be determined solely
by
the express provisions of this Agreement. No representation, warranty,
covenant,
agreement, obligation or duty of the Custodian or any of its directors,
officers, agents or employees shall be implied with respect to this Agreement
or
the Custodian’s services hereunder.
(v) The
Custodian, its directors, officers, agents and employees shall be under
no duty
or obligation to inspect, review or examine the Custodial Files to determine
that the contents thereof are genuine, enforceable or appropriate for the
represented purpose or that they have been actually recorded or that they
are
other than what they purport to be on their face.
(vi) The
Custodian may consult with counsel selected by the Custodian with regard
to
legal questions arising out of or in connection with this Agreement, and
the
advice or opinion of such counsel shall be full and complete authorization
and
protection in respect of any action reasonably taken, omitted or suffered
by the
Custodian in good faith and in accordance therewith.
(vii) No
provision of this Agreement shall require the Custodian to expend or risk
its
own funds or otherwise incur financial liability (other than expenses or
liabilities otherwise required to be incurred by the express terms of this
Agreement) in the performance of its duties under this Agreement if it
shall
have reasonable grounds for believing that repayment of such funds or adequate
indemnity is not reasonably assured to it.
(viii) Any
corporation into which the Custodian may be merged or converted or with
which it
may be consolidated, or any corporation resulting from any merger, conversion
or
consolidation to which the Custodian shall be a party, or any corporation
succeeding to the business of the Custodian shall be the successor of the
Custodian hereunder without the execution or filing of any paper with any
party
hereto or any further act on the part of any of the parties hereto except
where
an instrument of transfer or assignment is required by law to effect such
succession, anything herein to the contrary notwithstanding.
25. Transmission
of Custodial Files.
Written
or
electronic
instructions as to the method of shipment and shipper(s) the Custodian
is
directed to utilize in connection with transmission of mortgage files and
loan
documents in the performance of the Custodian’s duties hereunder shall be
delivered by the Servicer (a “Requesting Party”), to the Custodian prior to any
shipment of any mortgage files and loan documents hereunder. The Requesting
Party will arrange for the provision of such services at its sole cost
and
expense (or, at the Custodian’s option, reimburse the Custodian for all costs
and expenses incurred by the Custodian consistent with such instructions)
and
will maintain such insurance against loss or damage to mortgage files and
loan
documents as the Requesting Party deems appropriate. Without limiting the
generality of the provisions of Section 23 above, it is expressly agreed
that in
no event shall the Custodian have any liability for any losses or damages
to any
person, including without limitation, any Requesting Party, arising out
of
actions of the Custodian consistent with instructions of the Requesting
Party.
26. Authorized
Representatives.
Each
individual designated as an authorized representative of the Servicer,
the
Trustee and the Custodian, respectively (an “Authorized
Representative”),
is
authorized to give and receive notices, requests and instructions and to
deliver
certificates and documents in connection with this Agreement on behalf
of the
Servicer, the Trustee or the Custodian, as the case may be, and the specimen
signature for each such Authorized Representative of the Servicer, the
Trustee
and the Custodian, initially authorized hereunder, as set forth on Exhibit
4,
Exhibit
5
and
Exhibit
6
hereof,
respectively. From time to time the parties hereto may, by delivering to
each
other a revised exhibit, change the information previously given pursuant
to
this Section 25, but each of the parties hereto shall be entitled to rely
conclusively on the then current exhibit until receipt of a superseding
exhibit.
27. Reproduction
of Documents.
This
Custodial Agreement and all documents relating thereto except with respect
to
the Custodial File, including, without limitation, (a) consents, waivers
and
modifications which may hereafter be executed, and (b) certificates and
other
information previously or hereafter furnished, may be reproduced by any
photographic, photostatic, microfilm, microcard, miniature photographic
or other
similar process. The parties agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or administrative
proceeding, whether or not the original is in existence and whether or
not such
reproduction was made by a party in the regular course of business, and
that any
enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence.
28. Amendment.
This
Custodial Agreement may be amended from time to time by written agreement
signed
by the Servicer, the Trustee and the Custodian.
29. Compliance
with Regulation AB
(a) Intent
of the Parties; Reasonableness.
The
parties hereto acknowledge and agree that the purpose of this Section 29
is to
facilitate compliance by the Depositor with the provisions of Regulation
AB and
related rules and regulations of the Commission. The Depositor shall not
exercise its right to request delivery of information or other performance
under
these provisions other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations
of the
Commission under the Securities Act and the Exchange Act. Each of the parties
hereto acknowledges that interpretations of the requirements of Regulation
AB
may change over time, whether due to interpretive guidance provided by
the
Commission or its staff, consensus among participants in the mortgage-backed
securities markets, advice of counsel, or otherwise, and agrees to comply
with
requests made by the Depositor in good faith for delivery of information
under
these provisions on the basis of evolving interpretations of Regulation
AB to
the extent reasonably practicable. The Custodian shall cooperate reasonably
with
the Depositor to deliver to the Depositor (including any of its assignees
or
designees), any and all disclosure, statements, reports, certifications,
records
and any other information necessary in the reasonable, good faith determination
of the Depositor to permit the Depositor to comply with the provisions
of
Regulation AB.
(b) Additional
Representations and Warranties of the Custodian.
(i) The
Custodian shall be deemed to represent to the Depositor as of the date
hereof
and on each date on which information is provided to the Depositor under
Section
29(c) that, except as disclosed in writing to the Depositor prior to such
date:
(i) there are no material legal or governmental proceedings pending (or
known to
be contemplated) against it; and (ii) there are no affiliations, relationships
or transactions that are entered into outside the ordinary course of business
or
are on terms other than would be obtained in an arms’ length transaction with an
unrelated third party, apart from the Securitization Transaction contemplated
by
the Pooling and Servicing Agreement, relating to the Custodian with respect
to
the Depositor or any sponsor, issuing entity, servicer, trustee, originator,
significant obligor, enhancement or support provider or other material
transaction party (as such terms are used in Regulation AB) relating to
the
Securitization Transaction contemplated by the Agreement, as identified
by the
Depositor to the Custodian in writing as of the Closing Date (each, a
"Transaction Party") that, with respect to relationships or transactions,
currently exists or that existed during the past two years and that is
material
to an investor’s understanding of the Certificates.
(ii) If
so
requested by the Depositor on any date following the Closing Date (until
a
Form 15 is filed),
the
Custodian shall, within five Business Days following such request, confirm
in
writing the accuracy of the representations and warranties set forth in
paragraph (a) of this Section or, if any such representation and warranty
is not
accurate as of the date of such confirmation, provide reasonably adequate
disclosure of the pertinent facts, in writing, to the requesting party.
Any such
request from the Depositor shall not be given more than once each calendar
quarter, unless the Depositor shall have a reasonable basis for a determination
that any of the representations and warranties may not be accurate.
(c) Additional
Information to Be Provided by the Custodian.
For so
long as the Depositor is required to file a Form 10-K, for the purpose
of
satisfying the Depositor 's reporting obligation under the Exchange Act
with
respect to any class of Certificates, the Custodian shall (a) notify the
Depositor in writing of any material litigation or governmental proceedings
pending against the Custodian that would be material to Certificateholders,
and
(b) provide to the Depositor a written description of such proceedings.
Any
notices and descriptions required under this Section 29(c) shall be given
no
later than five Business Days prior to the Determination Date following
the
month in which the Custodian has knowledge of the occurrence of the relevant
event.
(d) Report
on Assessment of Compliance and Attestation.
On or
before March 15 of each calendar year, the Custodian shall:
(i) deliver
to the Master Servicer and the Depositor regarding the Custodian’s assessment of
compliance (an “Assessment of Compliance”) with the Servicing Criteria during
the preceding calendar year, in the form required under Rules 13a-18 and
15d-18
of the Exchange Act and Item 1122 of Regulation AB. Such a report at a
minimum
shall address each of the Servicing Criteria specified on Exhibit 1 hereto
which
are indicated as applicable to the Custodian; and
(ii) cause
a
registered public accounting firm to deliver to the Master Servicer and
the
Depositor a report (an “Attestation Report”) that attests to, and reports on,
the Assessment of Compliance made by the Custodian, 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.
(iii)
Notwithstanding the foregoing, neither an Assessment of Compliance nor
an
Attestation Report will be required to be delivered by the Custodian once
a Form
15 is filed.
(e) Indemnification;
Remedies.
The
Custodian agrees to indemnify and hold harmless the Depositor and each
Person,
if any, who "controls" the Depositor within the meaning of the Securities
Act
and its officers, directors and affiliates from and against any losses,
damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and
related
costs, judgments and other costs and expenses that such Person may sustain
arising out of third party claims based on (a) the failure of the Custodian
to
deliver any required Assessment of Compliance at the time required under
Section
29 of this Agreement or (b) any material misstatement or omission contained
in
any Assessment of Compliance provided. The foregoing indemnities shall
survive
the termination of this Agreement. In no event shall the Custodian or its
directors, officers, agents and employees be held liable for any special,
indirect or consequential damages resulting from any action taken or omitted
to
be taken by it or them hereunder or in connection herewith.
IN
WITNESS WHEREOF, the Trustee, the Custodian and the Servicer have caused
their
names to be duly signed hereto by their respective officers thereunto duly
authorized, all as of the date first above written.
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
as
Trustee for the
Soundview
Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2
By:
_____________________________________
Name:
Title:
By:
_____________________________________
Name:
Title:
JPMORGAN
CHASE BANK,
N.A.,
as
Custodian
By:
_____________________________________
Name:
Title:
▇▇▇▇▇
FARGO BANK, N.A.,
as
Servicer
By:
_____________________________________
Name:
Title:
EXHIBIT
1
FORM
OF
TRUST RECEIPT AND INITIAL CERTIFICATION
_____, 2006
Trust
Receipt #: ___
Original
Principal Balance of the Mortgage Loans:$_______
|
Deutsche
Bank National Trust Company
▇▇▇▇
▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:
Trust Administration GC04FFH4
|
Financial
Asset Securities Corp.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
|
Greenwich
Capital Markets, Inc.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
|
Re:
|
Custodial
Agreement, dated as of March 1, 2006, among Deutsche
Bank
|
National
Trust Company as the Trustee, ▇▇▇▇▇ Fargo Bank, N.A. as
Servicer and JPMorgan
Chase Bank, N.A.
as the
Custodian
Ladies
and Gentlemen:
In
accordance with the provisions of Section 3 of the above-referenced Custodial
Agreement, the undersigned, as the Custodian, hereby certifies that it
is
holding the Mortgage Loans identified on the schedule attached hereto for
the
exclusive benefit of the Trustee pursuant to the terms and conditions of
the
Custodial Agreement, and it has received a Custodial File with respect
to each
such Mortgage Loan (other than any Mortgage Loan specifically identified
on the
exception report attached hereto) and that with respect to each such Mortgage
Loan: (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 definition of “Mortgage Loan Schedule”
in the Pooling and Servicing Agreement accurately reflects information
set forth
in the Custodial File.
The
Custodian hereby confirms that it is holding each such Custodial File as
agent
and bailee of and custodian for the exclusive use and benefit of the Trustee
pursuant to the terms of the Custodial Agreement.
Capitalized
terms used herein shall have the meaning ascribed to them in the Custodial
Agreement.
JPMORGAN
CHASE BANK,
N.A.
(Custodian)
By:______________________________
Name:
Title:
EXHIBIT
2
FORM
OF
FINAL TRUST RECEIPT
TRUST
RECEIPT # ___
______, 2006
Aggregate
Amount of Mortgage Loans: _____
Original
Principal Balance of Aggregate Mortgage Loans: __________
|
Deutsche
Bank National Trust Company
▇▇▇▇
▇▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:
Trust Administration GC04FFH4
|
Financial
Asset Securities Corp.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
|
Greenwich
Capital Markets, Inc.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
|
|
Re:
|
Custodial
Agreement, dated as of March 1, 2006, among Deutsche
Bank
|
National Trust Company as the Trustee, ▇▇▇▇▇ Fargo Bank, N.A. as
Servicer and JPMorgan
Chase Bank, N.A.
as the
Custodian
Ladies
and Gentlemen:
In
accordance with the provisions of Section 4 of the above-referenced Custodial
Agreement, the undersigned, as the Custodian, hereby certifies that as
to each
Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage
Loan
paid in full or any Mortgage Loan listed on the attachment hereto) it has
reviewed the Custodial Files and has determined that (i) all documents
required
to be delivered to it pursuant to Sections 2(i), (ii), (iii), (iv) and
(v) of
the Custodial Agreement are in its possession and to the extent provided
in the
Custodial Files paragraph (v) of Section 2 of the Custodial Agreement are
in its
possession; (ii) such documents have been reviewed by it and appear regular
on
their face and relate to such Mortgage Loan; (iii) based on its examination
and
only as to the foregoing documents, the information set forth in items
(1) and
(3) of the definition of “Mortgage Loan Schedule” in the Pooling and Servicing
Agreement accurately reflects information set forth in the Custodial File;
and
(iv) each Mortgage Note has been endorsed as provided in Section 2 of the
Custodial Agreement and each Mortgage has been assigned in accordance with
Section 2 of the Custodial Agreement. The Custodian makes no representations
as
to (i) the validity, legality, enforceability, sufficiency, due authorization
or
genuineness of any of the documents contained in each Custodial File or
of any
of the Mortgage Loans or (ii) the collectability, insurability, effectiveness
or
suitability of any such Mortgage Loan.
The
Custodian hereby confirms that it is holding each such Custodial File as
agent
and bailee of, and custodian for the exclusive use and benefit, and subject
to
the sole direction, of the Trustee pursuant to the terms and conditions
of the
Custodial Agreement.
Capitalized
terms used herein shall have the meaning ascribed to them in the Custodial
Agreement.
JPMORGAN
CHASE BANK,
N.A.
(Custodian)
By:_____________________________
Name:
Title:
EXHIBIT
3
REQUEST
FOR RELEASE OF DOCUMENTS
To:
JPMorgan
Chase Bank, N.A.
[ADDRESS]
Re:
Custodial
Agreement, dated as of March 1, 2006, among Deutsche Bank
National Trust Company as the Trustee, ▇▇▇▇▇ Fargo Bank, N.A. as
Servicer and JPMorgan
Chase Bank, N.A.
as the
Custodian
In
connection with the administration of the Mortgage Loans included in the
Trust
Fund established pursuant to the Pooling and Servicing Agreement dated
as of
March 1, 2006, among Financial Asset Securities Corp. as Depositor, ▇▇▇▇▇
Fargo
Bank, N.A., as Master Servicer and Servicer, and Deutsche Bank National
Trust
Company, a national banking association, as Trustee and held by you as
Custodian
pursuant to the above-captioned Custodial Agreement, we request the release,
and
hereby acknowledge receipt of the Custodial File for 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 Custodian should
Deliver
the Custodial
File:
__________________________________________
__________________________________________
__________________________________________
By:_____________________________________
(authorized
signer)
Issuer:___________________________________
Address:
Date:____________________________________
Custodian
JPMorgan
Chase Bank, N.A.
Please
acknowledge the execution of the above request by your signature and date
below:
____________________________________ _________________
Signature Date
Documents
returned to Custodian:
____________________________________ _________________
Custodian Date
EXHIBIT
4
AUTHORIZED
REPRESENTATIVES OF SERVICER
NAME SPECIMEN
SIGNATURE
_____________________________ ______________________________
_____________________________ ______________________________
_____________________________ ______________________________
_____________________________ ______________________________
_____________________________ ______________________________
EXHIBIT
5
AUTHORIZED
REPRESENTATIVES OF TRUSTEE
NAME SPECIMEN
SIGNATURE
_____________________________ ______________________________
_____________________________ ______________________________
_____________________________ ______________________________
_____________________________ ______________________________
_____________________________ ______________________________
EXHIBIT
6
AUTHORIZED
REPRESENTATIVES OF CUSTODIAN
NAME SPECIMEN
SIGNATURE
_____________________________ ______________________________
_____________________________ ______________________________
_____________________________ ______________________________
_____________________________ ______________________________
_____________________________ ______________________________
EXHIBIT
7
SCHEDULE
OF MORTGAGE LOANS
EXHIBIT
8
FORM
OF
RECEIPT OF MORTGAGE NOTE
Financial
Asset Securities Corp.
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re:
Soundivew
Home Loan Trust 2006-2,
Asset-Backed
Certificates Series 2006-2
Ladies
and Gentlemen:
Pursuant
to Section 3 of the Custodial Agreement, dated as of March 1, 2006, among
Deutsche Bank National Trust Company as the Trustee, ▇▇▇▇▇ Fargo Bank,
N.A. as
Master Servicer and Servicer and JPMorgan
Chase Bank, N.A.
as the
Custodian, 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.
JPMORGAN
CHASE BANK, N.A.
By:
________________________________
Name:
Title:
EXHIBIT
9
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by the Custodian shall address,
at a
minimum, the criteria identified below as “Applicable Servicing
Criteria”:
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Servicing
Criteria
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Applicable
Servicing
Criteria
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Reference
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Criteria
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General
Servicing Considerations
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1122(d)(1)(i)
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Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements
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1122(d)(1)(ii)
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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
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1122(d)(1)(iii)
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Any
requirements in the transaction agreements to maintain a back-up
servicer
for the pool assets are maintained.
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1122(d)(1)(iv)
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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.
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Cash
Collection and Administration
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1122(d)(2)(i)
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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.
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1122(d)(2)(ii)
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Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
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1122(d)(2)(iii)
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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.
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1122(d)(2)(iv)
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The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are
separately
maintained (e.g., with respect to commingling of cash) as set
forth in the
transaction agreements.
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1122(d)(2)(v)
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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 institutions” 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.
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1122(d)(2)(vi)
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Unissued
checks are safeguarded so as to prevent unauthorized
access.
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1122(d)(2)(vii)
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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 ther person who prepared
the
reconciliations; 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.
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Investor
Remittances and Reporting
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1122(d)(3)(i)
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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.
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1122(d)(3)(ii)
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Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
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1122(d)(3)(iii)
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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.
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1122(d)(3)(iv)
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Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
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Pool
Asset Administration
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1122(d)(4)(i)
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Collateral
or security on pool assets is maintained as required by the transaction
agreements or related asset pool documents.
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√
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1122(d)(4)(ii)
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Pool
assets and related documents are safeguarded as required by the
transaction agreements.
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√
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1122(d)(4)(iii)
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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
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1122(d)(4)(iv)
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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.
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1122(d)(4)(v)
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The
servicer’s records regarding the pool assets agree with the servicer’s
records with respect to an obligor’s unpaid principal
balance.
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1122(d)(4)(vi)
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Changes
with respect to the terms or status of an obligor’s pool asset (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.
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1122(d)(4)(vii)
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Loss
mitigation of recovery actions (e.g., forbearance plans, modifications
and
deed 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
documents.
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1122(d)(4)(viii)
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Records
documenting collection efforts are maintained during the period
a pool
asset is delinquent in accordance with the transaction agreements.,
Such
records are maintained in 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).
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1122(d)(4)(ix)
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Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
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1122(d)(4)(x)
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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 3-
calendar
days of full repayment of the related pool asset, or such other
number of
days specified in the transaction agreements.
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1122(d)(4)(xi)
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Payments
made on behalf of an obligor (such as tax ore 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 service at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
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1122(d)(4)(xii)
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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.
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1122(d)(4)(xiii)
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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.
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1122(d)(4)(xiv)
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Delinquencies,
charge-offs and uncollectible funds are recognized and recorded
in
accordance with the transaction agreements.
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1122(d)(4)(xv)
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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.
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EXHIBIT
10
FEE
SCHEDULE
SCHEDULE
I
PREPAYMENT
CHARGE SCHEDULE
Available
Upon Request