EXCHANGE TRUST AGREEMENT
THIS
EXCHANGE TRUST AGREEMENT (this “Agreement”)
dated
as of August 1, 2006, is executed by and among Structured Asset Securities
Corporation, as depositor (the “Depositor”),
HSBC
Bank USA, National Association, solely in its capacity as trustee pursuant
to
the Underlying Trust Agreement (as defined below) (the “Trustee”)
and
▇▇▇▇▇ Fargo Bank, N.A., as securities administrator (the “Securities
Administrator”).
WITNESSETH
WHEREAS,
the Depositor, the Trustee, Aurora Loan Services, LLC, as Master Servicer,
and
the Securities Administrator have entered into a Trust Agreement (the
“Underlying
Trust Agreement”)
dated
as of August 1, 2006 establishing ▇▇▇▇▇▇ Mortgage Trust 2006-5 (the
“Underlying
Trust”);
WHEREAS,
the Underlying Trust has issued a series of certificates known as Mortgage
Pass-Through Certificates, Series 2006-5, evidencing the entire beneficial
interests in the Underlying Trust;
WHEREAS,
the Exchange Classes and Exchangeable Classes (each as defined herein) will
be
issued hereunder and will represent ownership interests in the related REMIC
Classes (as defined herein);
WHEREAS,
all or a portion of the Exchange Classes may be exchanged for the related
Exchangeable Classes and vice versa; and
WHEREAS,
the parties hereto desire to create this Trust to issue the Exchange Classes
and
the Exchangeable Classes subject to the terms and conditions set forth
herein.
NOW
THEREFORE, the parties to this Agreement, in the several capacities hereinabove
set forth, do hereby declare and establish this Agreement and do hereby
undertake and otherwise agree as follows:
ARTICLE
I
DEFINED
TERMS
Capitalized
terms used and not defined herein shall have the respective meanings assigned
to
them in the Underlying Trust Agreement and the rules of construction set forth
therein shall apply hereto. In addition, whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:
“Aggregate
Denomination”:
As to
any Class and date of determination, the aggregate of the denominations of
the
Outstanding Certificates of such Class on such date.
“Authorized
Officer”:
The
Chairman of the Board, the President or any Executive Vice President, Senior
Vice President or Vice President.
“Certificate”:
A
grantor trust pass-through security issued hereunder in a book-entry form as
authorized by this Agreement.
“Certificate
Registrar”:
For
the purposes of this Agreement, the Securities Administrator appointed pursuant
to the Underlying Trust Agreement which shall act as Certificate Registrar
under
this Agreement subject to the terms and conditions and entitled to the same
rights, protections and indemnities set forth in the Agreement.
“Class”:
Each
Class of Certificates issued or issuable hereunder as set forth in Section
2.02
hereto and each REMIC Class issued under the Underlying Trust
Agreement.
“Class
Balance”:
With
respect to any Exchangeable Class or Exchange Class, at any time, the aggregate
of the Certificate Principal Amounts of all Outstanding Certificates of such
Class.
“Class
Distribution Amount”:
As to
each Exchangeable Class and Exchange Class and any Distribution Date, an amount
equal to the aggregate of the Class Interest Distribution Amount and Class
Principal Distribution Amount on such date. As to each Related REMIC Class
on
any Distribution Date, the sum of (i) the Accrued Certificate Interest
distributable to such Class pursuant to the Underlying Trust Agreement on such
date; and (ii) the amount of principal distributable to such Class pursuant
to
the Underlying Trust Agreement on such date.
“Class
Interest Distribution Amount”:
As to
each Exchangeable Class and Exchange Class, and each Distribution Date, an
amount equal to Accrued Certificate Interest (as defined in the Underlying
Trust
Agreement) for such class.
“Class
Principal Distribution Amount”:
As to
each Exchangeable Class and Exchange Class, and each Distribution Date, an
amount as to principal equal to (i) the concurrent distribution of principal
in
respect of each Related REMIC Class multiplied by (ii) a fraction, the numerator
of which is the Aggregate Denomination of such Class and the denominator of
which is the Initial Authorized Denomination of such Class.
“Code”:
The
Internal Revenue Code of 1986, as amended, including any successor or amendatory
provisions.
“Combination
Group”:
Any
allowable combination of Certificates as set forth on Appendix A.
“Distribution
Date”:
As to
any Exchangeable Class and Exchange Class, the Distribution Date for the Related
REMIC Classes.
“Exchange
Classes”
or
“Exchange
Certificates”:
Each
Class of Certificates identified as such in Appendix A hereto and issued
hereunder.
2
“Exchangeable
Classes”
or
“Exchangeable
Certificates”:
Each
Class of Certificates identified as such in Appendix A hereto and issued
hereunder.
“Initial
Authorized Denomination”:
With
respect to any Class and Combination Group, the amount set forth with respect
to
such Class and such Combination Group in Appendix A under the heading “Maximum
Balance” or “Maximum Original Balance.”
“Issue
Date”:
August
30, 2006.
“Notional
Amount”:
With
respect to any Notional Exchange Classes, as set forth in Appendix
A
hereto.
“Notional
Exchange Classes”:
Not
applicable.
“Outstanding
Certificate”:
Any
Outstanding Exchange Certificate and Outstanding Exchangeable
Certificate.
“Outstanding
Exchangeable Certificate”:
Any
Exchangeable Certificate issued on the Issue Date; provided,
however,
that
upon the exchange of any Exchangeable Certificate pursuant to Section 2.03
hereof, the Exchangeable Certificate so exchanged shall be deemed no longer
to
be an Outstanding Certificate, and each Exchange Certificate issued in exchange
therefor shall be deemed to be an Outstanding Exchange Certificate.
“Outstanding
Exchange Certificate”:
Any
Exchange Certificate issued on the Issue Date; provided,
however,
that
upon the exchange of any Exchange Certificate pursuant to Section 2.03 hereof,
the Exchange Certificate so exchanged shall be deemed no longer to be an
Outstanding Exchange Certificate, and the Exchangeable Certificate issued in
exchange therefor shall be deemed to be an Outstanding Exchangeable
Certificate.
“Paying
Agent”:
For
the purposes of this Agreement, the Securities Administrator appointed pursuant
to the Underlying Trust Agreement which shall act as Paying Agent under this
Trust Agreement subject to the same terms and conditions and entitled to the
same rights, protections and indemnities set forth in the underlying Trust
Agreement.
“Prospectus”:
The
prospectus dated August 11, 2006, as supplemented by a prospectus supplement
dated August 28, 2006, relating to the ▇▇▇▇▇▇ Mortgage Trust, Mortgage
Pass-Through Certificates Series 2006-5.
“Realized
Loss Allocation Amount”:
As to
each Exchangeable Class or Exchange Class and Distribution Date, an amount
equal
to the aggregate of the Realized Losses on such Distribution Date in respect
of
each such Class multiplied by a fraction, the numerator of which is equal to
the
Aggregate Denomination of such Exchange or Exchangeable Class at the close
of
business on the related Record Date and the denominator of which is the Initial
Authorized Denomination with respect to such Class.
“Related
REMIC Class”:
As to
any Exchange Class (and each Exchangeable Class of the same Combination Group),
the REMIC Class with the identical class designation as such Exchange
Class.
3
“REMIC
Class”
or
“REMIC
Certificates”:
Each
of the following Classes of Certificates issued under the Underlying Trust
Agreement in uncertificated form: the Class 1-A8, Class 1-A9, Class 1-A10,
Class
1-A11, Class 2-A4, Class 2-A5 and Class 2-A6 Certificates.
“Special
Combinations”:
Combinations, 1, 2, 5, 6 and 7.
“Trust”:
The
trust created by this Agreement, the corpus of which consists of the Trust
Fund.
“Trust
Account”:
As
defined in Section 3.02 hereof.
“Trust
Fund”:
The
corpus of the trust created by this Agreement, consisting of the Trust Account
and the uncertificated interests in the REMIC Certificates issued by the
Underlying Trust and all payments thereon and all rights
thereunder.
“Underlying
Trust”:
As
defined in the Preamble hereof.
ARTICLE
II
THE
TRUST
Section
2.01. Acceptance
of REMIC Certificates.
HSBC
Bank USA, National Association, acting in its capacity as Trustee, acknowledges
the transfer and assignment to it of the uncertificated REMIC Certificates
and
hereby declares that it will hold the same in trust for the Certificateholders
on the terms in this Agreement contained.
Section
2.02. Certificates.
The
Certificates authorized by this Agreement shall consist of each Exchange
Class and Exchangeable Class having the characteristics specified or determined
as provided in Appendix A and the Underlying Trust Agreement, and otherwise
shall be subject to the terms and provisions set forth herein.
Section
2.03. Exchanges.
Certificates shall be exchangeable on the books of DTC, on and after the Closing
Date, by notice to the Securities Administrator and under the terms and
conditions hereinafter set forth.
In
the
case of each Combination Group, Exchange Certificates in such Combination Group
shall be exchangeable for Exchangeable Certificates related to such Combination
Group in respective denominations determined based on the proportion that the
initial Certificate Principal Balances of such Exchange Certificates bear to
the
original Certificate Principal Balances of the related Exchangeable
Certificates, as set forth in Appendix A. Upon any such exchange the portions
of
the Exchange Certificates designated for exchange shall be deemed cancelled
and
replaced by the Exchangeable Certificates issued in exchange therefor.
Correspondingly, Exchangeable Certificates related to a Combination Group may
be
further designated for exchange for Certificates of the Exchange Classes in
such
Combination Group in respective denominations determined based on the proportion
that the initial Certificate Principal Balances of such Exchangeable
Certificates bear to the original Certificate Principal Balances of the related
Exchange Certificates, as set forth in Appendix A. There shall be no limitation
on the number of exchanges authorized pursuant to this Section 2.03, and, except
as set forth below, no fee or other charge shall be payable to the Trustee,
the
Securities Administrator or DTC in connection therewith.
4
Upon
the
presentation and surrender by any Holder of its Certificates in the appropriate
combination as set forth on Appendix A, such Holder shall hereunder transfer,
assign, set over and otherwise convey to the Trustee, all of such Holder’s
right, title and interest in and to such Certificates, including all payments
of
interest thereon received after the month of the date specified in the notice
(as described in the immediately succeeding paragraph) relating to such
exchange.
In
order
to effect an exchange of Certificates, the Certificateholder shall provide
notice to the Securities Administrator (substantially in the form of Exhibit
I
hereto) in writing or by e-mail at ▇▇▇▇▇▇▇▇▇▇▇▇-▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇,
▇▇▇▇▇▇▇.▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ no later than
two
Business Days before the proposed exchange date. The exchange date may be any
Business Day from and including the 25th
day of
the month to the second to the last Business Day of the month subject to the
Securities Administrator’s approval. The notice must be on the
Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth
the following information: the CUSIP number of both Certificates to be exchanged
and Certificates to be received; outstanding Certificate Balance or Notional
Amount and the Original Certificate Balance or Notional Amount of the
Certificates to be exchanged; the Certificateholder’s DTC participant number;
and the proposed exchange date. After receiving the notice, the Securities
Administrator shall e-mail the Certificateholder with wire payment instructions
relating to the exchange fee. A notice becomes irrevocable on the second
Business Day before the proposed exchange date.
Notwithstanding
any other provision herein set forth, a fee shall be payable to the Securities
Administrator in connection with each exchange equal to $5,000 for each exchange
request.
The
Securities Administrator shall make the first distribution on an Exchange
Certificate or an Exchangeable Certificate received in an exchange transaction
on the Distribution Date in the following month to the Certificateholder of
record as of the close of business on the last day of the month of the
exchange.
Notwithstanding
anything to the contrary provided herein, exchanges with respect to Certificates
in Special Combinations shall be made on the basis of the current balances
of
such Certificates and the Related REMIC Classes.
Section
2.04. Delivery
of Instruments.
The
Securities Administrator shall furnish to each Holder, upon request, copies
of
this Agreement, without attachments, applicable to the Certificate(s) held
by
such Holder.
5
ARTICLE
III
CERTIFICATES;
DISTRIBUTIONS
Section
3.01. Issuance
of Certificates.
The
Classes of Certificates issued hereunder shall be issued in book-entry form
and
shall be maintained in the names of the record owners thereof as entries on
the
books of DTC. Such Certificates shall be in authorized denominations set forth
herein and in the Underlying Trust Agreement.
Section
3.02. Trust
Account.
On or
before the Issue Date, the Securities Administrator shall either (i) open
with a depository institution one or more trust accounts in the name of the
Trustee on behalf of the Trust Fund that shall collectively be the “Trust
Account,”
(ii) in lieu of maintaining any such account or accounts, maintain the
Trust Account by means of appropriate entries on its books and records
designating all amounts credited thereto in respect of the REMIC Certificates
and all investments of any such amounts as being held by it in its capacity
as
Securities Administrator for the benefit of the Holders of the Certificates
or
(iii) maintain the Trust Account in the form of any combination of accounts
or book entries described in clauses (i) and (ii) above. Any manner or manners
in which the Trust Account is maintained may at any time be changed without
notice to, or the approval of Holders of, the Certificates so long as funds
held
in the Trust Fund by, or for the account of, the Securities Administrator shall
at all times be identified. To the extent that the Trust Account is maintained
by the Securities Administrator in the manner provided for in clause (ii) above,
all references herein to deposits and withdrawals from the Trust Account shall
be deemed to refer to credits and debits to the related books of the Securities
Administrator.
The
Securities Administrator shall deposit in the Trust Account all distributions
in
respect of the REMIC Certificates received by it as Securities Administrator
hereunder. All such distributions deposited from time to time in the Trust
Account and all investments made with such moneys, including all income or
other
gain from such investments, shall be held by the Securities Administrator in
the
Trust Account as part of the Trust Fund as herein provided, subject to
withdrawal by the Securities Administrator for distributions on the
Certificates.
Section
3.03. Distributions.
On each
Distribution Date, the Securities Administrator shall withdraw from the Trust
Account the Class Distribution Amount for each Class and shall cause the Paying
Agent to make the appropriate distributions to the Holders of each such Class.
All distributions of such Class Distribution Amount that are made with respect
to a particular Class shall be made pro
rata
among
all Certificates of such class in proportion to their respective Certificate
Balances, with no preference or priority of any kind. As among any Outstanding
Exchange Classes, distributions shall be made to such Certificates, pro
rata,
in
proportion to the Class Principal Balance of each such Class.
Section
3.04. Allocation
of Realized Losses.
On each
Distribution Date, the Realized Loss Allocation Amount for each Exchange and
Exchangeable Class shall be applied to such Class in reduction of the balances
thereof.
6
ARTICLE
IV
LIMITATION
OF LIABILITY
The
Trustee and the Securities Administrator shall be entitled to the same rights,
protections and indemnities afforded to them under the Underlying Trust
Agreement.
ARTICLE
V
THE
TRUSTEE
In
the
event that there shall be any matter arising under the Underlying Trust
Agreement that requires the vote of Holders of Certificates outstanding
thereunder, the Trustee shall vote such REMIC Certificates in such amounts
and
proportions as shall reflect instructions received from Holders of any
Outstanding Exchange Certificates and Outstanding Exchangeable
Certificates.
ARTICLE
VI
TERMINATION
The
respective obligations and responsibilities of the Securities Administrator
and
the Trustee shall terminate as to the Trust Fund upon the same terms and
conditions as the Underlying Trust Agreement may be amended or
supplemented.
ARTICLE
VII
SUPPLEMENTAL
AGREEMENTS
This
Agreement may be amended or supplemented from time to time by the Depositor,
the
Securities Administrator and the Trustee upon the same terms and conditions
as
the Underlying Trust Agreement may be amended or supplemented.
ARTICLE
VIII
MISCELLANEOUS
Section
8.01. Certificateholders.
The
death of incapacity of any Certificateholder shall neither operate to terminate
this Agreement, nor entitle such Certificateholder’s legal representative or
heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding-up of the affairs of the Trust Fund, nor otherwise
affect the rights, duties and obligations of any of the parties to this
Agreement.
Except
as
provided in Article V and Article VII, no Certificateholder shall have any
right
to vote or in any manner otherwise control the operation and management of
the
Trust Fund 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 Trust Agreement
pursuant to any provision hereof.
7
No
Certificateholder shall have any right, by virtue of any provision of this
Trust
Agreement, to institute any suit, action or proceeding in equity or at law
upon
or under or with respect to this Agreement unless an Event of Default shall
have
occurred and be continuing in respect of this Agreement. It is understood and
intended, and is 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
such Certificates, or to obtain or seek to obtain priority over or preference
to
any other such Holder, or to enforce any right under this Agreement, except
in
the manner herein provided and for the equal, ratable and common benefit of
all
Certificateholders. For the protection and enforcement of the provisions of
the
Section, each and every Certificateholder and the Trustee shall be entitled
to
such relief as can be given either at law or in equity.
Section
8.02. Governing
Law.
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Section
8.03. Demands,
Notices and Communications.
All
formal demands, notices and communications by and among the Trustee, the
Securities Administrator, the Certificate Registrar, the Paying Agent and the
Holder of any Certificate shall be in writing and delivered in person or by
first class mail, postage prepaid, or by facsimile to the Trustee at its address
or facsimile number set forth in the Underlying Trust Agreement. Any notice
so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given whether or not the Person to whom such notice
shall have been directed receives such notice.
Section
8.04. Severability
of Provisions.
If any
one or more of the covenants, agreements, provisions or terms of this Trust
Agreement shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
8
For
federal income tax purposes, the grantor trust created hereunder shall have
a
calendar year taxable year. The Securities Administrator shall prepare or cause
to be prepared and shall file or cause to be filed with the Internal Revenue
Service and applicable state or local tax authorities, income tax information
returns for each taxable year with respect to the grantor trust.
9
IN
WITNESS WHEREOF, the parties hereto hereby execute this Agreement, as of the
day
and year first above written.
|
HSBC
BANK USA, NATIONAL ASSOCIATION
solely
in its capacity as Trustee
|
||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Vice President | |
|
▇▇▇▇▇
FARGO BANK, N.A.
in
its capacity as Securities Administrator
|
||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Title: | Vice President | |
|
STRUCTURED
ASSET SECURITIES CORPORATION
in
its capacity as Depositor
|
||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Title: | SVP | |
10
APPENDIX
A
Available
Combinations
|
Exchange
Certificates
|
Exchangeable
Certificates
|
|||||||||
|
Class
|
Maximum
Balance(1)
|
Class
|
Maximum
Original Balance(1)
|
|||||||
|
Combination
1
|
||||||||||
|
2-A4
|
$
|
12,538,000
|
2-A1
|
$
|
181,849,000
|
|||||
|
2-A5
|
67,724,000
|
|||||||||
|
2-A6
|
101,587,000
|
|||||||||
|
Combination
2
|
||||||||||
|
2-A5
|
67,724,000
|
2-A3
|
169,311,000
|
|||||||
|
2-A6
|
101,587,000
|
|||||||||
|
Combination
3
|
||||||||||
|
1-A8
|
18,453,428
|
1-A12
|
21,529,000
|
|||||||
|
1-A9
|
3,075,572
|
|||||||||
|
Combination
4
|
||||||||||
|
1-A10
|
6,617,142
|
1-A13
|
7,720,000
|
|||||||
|
1-A11
|
1,102,858
|
|||||||||
|
Combination
5
|
||||||||||
|
1-A8
|
18,453,428
|
1-A14
|
25,070,570
|
|||||||
|
1-A10
|
6,617,142
|
|||||||||
|
Combination
6
|
||||||||||
|
1-A9
|
3,075,572
|
1-A15
|
4,178,430
|
|||||||
|
1-A11
|
1,102,858
|
|||||||||
|
Combination
7
|
||||||||||
|
1-A8
|
18,453,428
|
1-A16
|
29,249,000
|
|||||||
|
1-A9
|
3,075,572
|
|||||||||
|
1-A10
|
6,617,142
|
|||||||||
|
1-A11
|
1,102,858
|
|||||||||
|
(1)
|
Exchange
Certificates and Exchangeable Certificates in any combination may
be
exchanged only in the proportion that the original balances of such
certificates bear to one another as shown above, except that for
Combinations 1, 2, 5, 6 and 7, the relative proportions of Certificates
to
be delivered (or, if applicable, received) will be based on the current
balances at the time of exchange.
|
I-1
EXHIBIT
I
FORM
OF EXCHANGE LETTER
___,
20__
▇▇▇▇▇
Fargo Bank, N.A.
▇.▇.
▇▇▇ ▇▇
▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
Corporate Trust Group, LMT 2006-5
Re: ▇▇▇▇▇▇
Mortgage Trust 2006-5,
Mortgage
Pass-Through Certificates, Series 2006-5
Ladies
and Gentlemen:
Pursuant
to the terms of the Exchange Trust Agreement dated as of August 1, 2006 (the
“Trust
Agreement”),
by
and among Structured Asset Securities Corporation, as depositor, HSBC Bank
USA,
National Association, as trustee (the “Trustee”)
and
▇▇▇▇▇ Fargo Bank, N.A., as securities administrator (the “Securities
Administrator”),
we
hereby present and surrender the Certificates specified on Schedule
I
attached
hereto and transfer, assign, set over and otherwise convey to the Trustee,
all
of our right, title and interest in and to such Certificates, including all
payments of interest thereon received after [___________], 2006, in exchange
for
the related Certificates specified on Schedule
I
attached
hereto.
We
agree
that upon such exchange the portions of the Certificates designated for exchange
shall be deemed cancelled and replaced by the Certificates issued in exchange
therefor. We confirm that we have paid a fee to the Securities Administrator
in
connection with such exchange equal to $5,000.
I-1
Sincerely,
By:
Name:
Title:
Acknowledged
by:
▇▇▇▇▇
FARGO BANK, N.A.,
as
Securities Administrator
By:
Name:
Title:
I-2
SCHEDULE
I
I-3