Depositor AMERIQUEST MORTGAGE COMPANY Master Servicer and DEUTSCHE BANK NATIONAL TRUST COMPANY Trustee POOLING AND SERVICING AGREEMENT Dated as of March 1, 2006 ASSET-BACKED PASS-THROUGH CERTIFICATES SERIES 2006-W3
ARGENT
SECURITIES INC.
Depositor
AMERIQUEST
MORTGAGE COMPANY
Master
Servicer
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY
Trustee
Dated
as
of March 1, 2006
ASSET-BACKED
PASS-THROUGH CERTIFICATES
SERIES
2006-W3
TABLE
OF CONTENTS
Section
ARTICLE
I
DEFINITIONS
|
SECTION
1.01.
|
Defined
Terms.
|
|
SECTION
1.02.
|
Allocation
of Certain Interest Shortfalls.
|
|
SECTION
1.03.
|
Rights
of the NIMS Insurer.
|
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
SECTION
2.01.
|
Conveyance
of Mortgage Loans.
|
|
SECTION
2.02.
|
Acceptance
of REMIC I by the Trustee.
|
|
SECTION
2.03.
|
Repurchase
or Substitution of Mortgage Loans by the Seller or the Depositor;
Payment
of Prepayment Charge Payment Amounts.
|
|
SECTION
2.04.
|
[Reserved].
|
|
SECTION
2.05.
|
Representations,
Warranties and Covenants of the Master Servicer.
|
|
SECTION
2.06.
|
Issuance
of the REMIC I Regular Interests and the Class R-I Interest.
|
|
SECTION
2.07.
|
Conveyance
of the REMIC I Regular Interests; Acceptance of REMIC II, REMIC
III, REMIC
IV, REMIC V, REMIC VI and REMIC VII.
|
|
SECTION
2.08.
|
Issuance
of Class R Certificates and Class R-X Certificates.
|
|
SECTION
2.09
|
Conveyance
of the Subsequent Mortgage Loans.
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
SECTION
3.01.
|
Master
Servicer to Act as Master Servicer.
|
|
SECTION
3.02.
|
Collection
of Certain Mortgage Loan Payments.
|
|
SECTION
3.03.
|
[Reserved].
|
|
SECTION
3.04.
|
Collection
Account, Escrow Account and Distribution Account.
|
|
SECTION
3.05.
|
Permitted
Withdrawals From the Collection Account, Escrow Account and Distribution
Account.
|
|
SECTION
3.06.
|
Investment
of Funds in the Collection Account, the Escrow Account, the REO
Account
and the Distribution Account.
|
|
SECTION
3.07.
|
Payment
of Taxes, Insurance and Other Charges.
|
|
SECTION
3.08.
|
Maintenance
of Hazard Insurance.
|
|
SECTION
3.09.
|
Maintenance
of Mortgage Blanket Insurance.
|
|
SECTION
3.10.
|
Fidelity
Bond; Errors and Omissions Insurance.
|
|
SECTION
3.11.
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
|
SECTION
3.12.
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
3.13.
|
Title,
Management and Disposition of REO Property.
|
|
SECTION
3.14.
|
[Reserved].
|
|
SECTION
3.15.
|
Reports
of Foreclosure and Abandonment of Mortgaged Properties.
|
|
SECTION
3.16.
|
Optional
Purchase of Defaulted Mortgage Loans.
|
|
SECTION
3.17.
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.18.
|
Servicing
Compensation.
|
|
SECTION
3.19.
|
Statement
as to Compliance.
|
|
SECTION
3.20.
|
Assessments
of Compliance and Attestation Reports.
|
|
SECTION
3.21.
|
Access
to Certain Documentation.
|
|
SECTION
3.22.
|
[Reserved].
|
|
SECTION
3.23.
|
Advance
Facility.
|
ARTICLE
IV
PAYMENTS
TO CERTIFICATEHOLDERS
|
SECTION
4.01.
|
Distributions.
|
|
SECTION
4.02.
|
Statements
to Certificateholders.
|
|
SECTION
4.03.
|
Remittance
Reports and Other Reports to the Trustee; Advances; Payments in
Respect of
Prepayment Interest Shortfalls.
|
|
SECTION
4.04.
|
Allocation
of Realized Losses.
|
|
SECTION
4.05.
|
Compliance
with Withholding Requirements.
|
|
SECTION
4.06.
|
Commission
Reporting.
|
|
SECTION
4.07.
|
Pre-Funding
Accounts.
|
|
SECTION
4.08.
|
Interest
Coverage Accounts.
|
|
SECTION
4.09.
|
[Reserved].
|
|
SECTION
4.10.
|
Swap
Account.
|
|
SECTION
4.11.
|
Tax
Treatment of Swap Payments and Swap Termination Payments.
|
|
SECTION
4.12.
|
Net
WAC Rate Carryover Reserve Account.
|
ARTICLE
V
THE
CERTIFICATES
|
SECTION
5.01.
|
The
Certificates.
|
|
SECTION
5.02.
|
Registration
of Transfer and Exchange of Certificates.
|
|
SECTION
5.03.
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
SECTION
5.04.
|
Persons
Deemed Owners.
|
|
SECTION
5.05.
|
Certain
Available Information.
|
ARTICLE
VI
THE
DEPOSITOR AND THE MASTER SERVICER
|
SECTION
6.01.
|
Liability
of the Depositor and the Master Servicer.
|
|
SECTION
6.02.
|
Merger
or Consolidation of the Depositor or the Master Servicer.
|
|
SECTION
6.03.
|
Limitation
on Liability of the Depositor, the Master Servicer and Others.
|
|
SECTION
6.04.
|
Limitation
on Resignation of the Master Servicer.
|
|
SECTION
6.05.
|
Rights
of the Depositor in Respect of the Master Servicer.
|
|
SECTION
6.06.
|
Sub-Servicing
Agreements Between the Master Servicer and Sub-Servicers.
|
|
SECTION
6.07.
|
Successor
Sub-Servicers.
|
|
SECTION
6.08.
|
Liability
of the Master Servicer.
|
|
SECTION
6.09.
|
No
Contractual Relationship Between Sub-Servicers and the NIMS Insurer,
the
Trustee or Certificateholders.
|
|
SECTION
6.10.
|
Assumption
or Termination of Sub-Servicing Agreements by Trustee.
|
|
SECTION
6.11.
|
Sub-Servicing
Accounts.
|
ARTICLE
VII
DEFAULT
|
SECTION
7.01.
|
Master
Servicer Events of Default.
|
|
SECTION
7.02.
|
Trustee
to Act; Appointment of Successor.
|
|
SECTION
7.03.
|
Notification
to Certificateholders.
|
|
SECTION
7.04.
|
Waiver
of Master Servicer Events of Default.
|
ARTICLE
VIII
CONCERNING
THE TRUSTEE
|
SECTION
8.01.
|
Duties
of Trustee.
|
|
SECTION
8.02.
|
Certain
Matters Affecting the Trustee.
|
|
SECTION
8.03.
|
The
Trustee Not Liable for Certificates or Mortgage Loans.
|
|
SECTION
8.04.
|
Trustee
May Own Certificates.
|
|
SECTION
8.05.
|
Trustee’s
Fees and Expenses.
|
|
SECTION
8.06.
|
Eligibility
Requirements for Trustee.
|
|
SECTION
8.07.
|
Resignation
and Removal of the Trustee.
|
|
SECTION
8.08.
|
Successor
Trustee.
|
|
SECTION
8.09.
|
Merger
or Consolidation of Trustee.
|
|
SECTION
8.10.
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
8.11.
|
Appointment
of Custodians.
|
|
SECTION
8.12.
|
Appointment
of Office or Agency.
|
|
SECTION
8.13.
|
Representations
and Warranties of the Trustee.
|
ARTICLE
IX
TERMINATION
|
SECTION
9.01.
|
Termination
Upon Repurchase or Liquidation of All Mortgage Loans.
|
|
SECTION
9.02.
|
Additional
Termination Requirements.
|
ARTICLE
X
REMIC
PROVISIONS
|
SECTION
10.01.
|
REMIC
Administration.
|
|
SECTION
10.02.
|
Prohibited
Transactions and Activities.
|
|
SECTION
10.03.
|
Master
Servicer and Trustee Indemnification.
|
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.
|
|
SECTION
11.05.
|
Notices.
|
|
SECTION
11.06.
|
Severability
of Provisions.
|
|
SECTION
11.07.
|
Notice
to Rating Agencies and the NIMS Insurer.
|
|
SECTION
11.08.
|
Article
and Section References.
|
|
SECTION
11.09.
|
Grant
of Security Interest.
|
|
SECTION
11.10.
|
Third
Party Rights.
|
|
SECTION
11.11.
|
Intention
of the Parties and Interpretation.
|
|
Exhibits
|
|
|
Exhibit
A-1
|
Form
of Class A-1 Certificate
|
|
Exhibit
A-2A
|
Form
of Class A-2A Certificate
|
|
Exhibit
A-2B
|
Form
of Class A-2B Certificate
|
|
Exhibit
A-2C
|
Form
of Class A-2C Certificate
|
|
Exhibit
A-2D
|
Form
of Class A-2D Certificate
|
|
Exhibit
A-M-1
|
Form
of Class M-1 Certificate
|
|
Exhibit
A-M-2
|
Form
of Class M-2 Certificate
|
|
Exhibit
A-M-3
|
Form
of Class M-3 Certificate
|
|
Exhibit
A-M-4
|
Form
of Class M-4 Certificate
|
|
Exhibit
A-M-5
|
Form
of Class M-5 Certificate
|
|
Exhibit
A-M-6
|
Form
of Class M-6 Certificate
|
|
Exhibit
A-M-7
|
Form
of Class M-7 Certificate
|
|
Exhibit
A-M-8
|
Form
of Class M-8 Certificate
|
|
Exhibit
A-M-9
|
Form
of Class M-9 Certificate
|
|
Exhibit
A-M-10
|
Form
of Class M-10 Certificate
|
|
Exhibit
A-M-11
|
Form
of Class M-11 Certificate
|
|
Exhibit
A-CE
|
Form
of Class CE Certificate
|
|
Exhibit
A-P
|
Form
of Class P Certificate
|
|
Exhibit
A-R
|
Form
of Class R Certificate
|
|
Exhibit
A-R-X
|
Form
of Class R-X Certificate
|
|
Exhibit
B
|
Form
of Lost Note Affidavit
|
|
Exhibit
C-1
|
Form
of Trustee’s Initial Certification
|
|
Exhibit
C-2
|
Form
of Trustee’s Final Certification
|
|
Exhibit
C-3
|
Form
of Trustee’s Receipt of Mortgage Note
|
|
Exhibit
D
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
E
|
Request
for Release
|
|
Exhibit
F-1
|
Form
of Transferor Representation Letter and Form of Transferee Representation
Letter in Connection with Transfer of Class CE and Class P Certificates
Pursuant to Rule 144A Under the 1933 Act
|
|
Exhibit
F-2
|
Form
of Transfer Affidavit and Agreement and Form of Transferor Affidavit
in
Connection with Transfer of Residual Certificates
|
|
Exhibit
G
|
Form
of Certification with respect to ERISA and the Code
|
|
Exhibit
H
|
Form
of Interest Rate Swap Agreement
|
|
Exhibit
I
|
Loss
Mitigation Action Plan
|
|
Exhibit
J-1
|
Form
of Certification to Be Provided by the Depositor with Form
10-K
|
|
Exhibit
J-2
|
Form
of Certification to Be Provided to Depositor by the
Trustee
|
|
Exhibit
K
|
Form
of Addition Notice
|
|
Exhibit
L
|
Form
of Subsequent Transfer Instrument
|
|
Exhibit
M
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
Exhibit
N
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Schedule
1
|
Mortgage
Loan Schedule
|
|
Schedule
2
|
Prepayment
Charge Schedule
|
·
·
This
Pooling and Servicing Agreement, is dated and effective as of March 1, 2006,
among ARGENT SECURITIES INC., as Depositor, AMERIQUEST MORTGAGE COMPANY,
as
Master Servicer, and DEUTSCHE BANK NATIONAL TRUST COMPANY, as
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 shall evidence the entire beneficial ownership interest in each
REMIC
(as defined herein) created hereunder. The Trust Fund shall consist of a
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement.
REMIC
I
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the Mortgage Loans and certain other related assets subject
to
this Agreement (exclusive of the Pre-Funding Accounts, the Interest Coverage
Accounts, any Subsequent Mortgage Loan Interest, the Net WAC Rate Carryover
Reserve Account and any Master Servicer Prepayment Charge Payment Amounts)
as a
REMIC for federal income tax purposes, and such segregated pool of assets
shall
be designated as “REMIC I.” The Class R-I Interest shall represent the sole
class of “residual interests” in REMIC I for purposes of the REMIC Provisions
(as defined herein). The following table irrevocably sets forth the designation,
the REMIC I Remittance Rate, the initial Uncertificated 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 I Regular Interests (as
defined herein). None of the REMIC I Regular Interests shall be
certificated.
|
Designation
|
REMIC
I
Remittance
Rate
|
Initial
Uncertificated
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
|
LT1
|
Variable(2)
|
$
|
549,887,028.27
|
Xxxxx
00, 0000
|
|
XX0XX
|
Variable(2)
|
$
|
265,182,667.00
|
March
25, 2036
|
|
LT2
|
Variable(2)
|
$
|
450,114,240.29
|
Xxxxx
00, 0000
|
|
XX0XX
|
Variable(2)
|
$
|
217,067,333.00
|
Xxxxx
00, 0000
|
|
XXX
|
Variable(2)
|
$
|
100.00
|
March
25, 2036
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each REMIC I Regular Interest.
(2) Calculated
in accordance with the definition of “REMIC I Remittance Rate”
herein.
REMIC
II
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the REMIC I Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC II.”
The Class R-II Interest shall evidence the sole class of “residual interests” in
REMIC II for purposes of the REMIC Provisions. The following table irrevocably
sets forth the designation, the REMIC II Remittance Rate, the initial
Uncertificated 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 II Regular Interests (as defined herein). None of the REMIC II Regular
Interests shall be certificated.
|
Designation
|
REMIC
II
Remittance
Rate
|
Initial
Uncertificated
Balance
|
Latest
Possible
Maturity
Date(1)
|
||||
|
I
|
Variable(2)
|
$
|
53,917,178.51
|
March
25, 2036
|
|||
|
I-1-A
|
Variable(2)
|
$
|
2,403,406.17
|
March
25, 2036
|
|||
|
I-1-B
|
Variable(2)
|
$
|
2,403,406.17
|
March
25, 2036
|
|||
|
I-2-A
|
Variable(2)
|
$
|
2,637,254.46
|
March
25, 2036
|
|||
|
I-2-B
|
Variable(2)
|
$
|
2,637,254.46
|
March
25, 2036
|
|||
|
I-3-A
|
Variable(2)
|
$
|
4,624,317.33
|
March
25, 2036
|
|||
|
I-3-B
|
Variable(2)
|
$
|
4,624,317.33
|
March
25, 2036
|
|||
|
I-4-A
|
Variable(2)
|
$
|
4,645,107.21
|
March
25, 2036
|
|||
|
I-4-B
|
Variable(2)
|
$
|
4,645,107.21
|
March
25, 2036
|
|||
|
I-5-A
|
Variable(2)
|
$
|
4,840,914.23
|
March
25, 2036
|
|||
|
I-5-B
|
Variable(2)
|
$
|
4,840,914.23
|
March
25, 2036
|
|||
|
I-6-A
|
Variable(2)
|
$
|
6,863,147.70
|
March
25, 2036
|
|||
|
I-6-B
|
Variable(2)
|
$
|
6,863,147.70
|
March
25, 2036
|
|||
|
I-7-A
|
Variable(2)
|
$
|
6,806,155.30
|
March
25, 2036
|
|||
|
I-7-B
|
Variable(2)
|
$
|
6,806,155.30
|
March
25, 2036
|
|||
|
I-8-A
|
Variable(2)
|
$
|
7,235,773.67
|
March
25, 2036
|
|||
|
I-8-B
|
Variable(2)
|
$
|
7,235,773.67
|
March
25, 2036
|
|||
|
I-9-A
|
Variable(2)
|
$
|
11,225,035.07
|
March
25, 2036
|
|||
|
I-9-B
|
Variable(2)
|
$
|
11,225,035.07
|
March
25, 2036
|
|||
|
I-10-A
|
Variable(2)
|
$
|
10,926,874.82
|
March
25, 2036
|
|||
|
I-10-B
|
Variable(2)
|
$
|
10,926,874.82
|
March
25, 2036
|
|||
|
I-11-A
|
Variable(2)
|
$
|
10,982,468.62
|
March
25, 2036
|
|||
|
I-11-B
|
Variable(2)
|
$
|
10,982,468.62
|
March
25, 2036
|
|||
|
I-12-A
|
Variable(2)
|
$
|
13,877,766.86
|
March
25, 2036
|
|||
|
I-12-B
|
Variable(2)
|
$
|
13,877,766.86
|
March
25, 2036
|
|||
|
I-13-A
|
Variable(2)
|
$
|
13,247,762.63
|
March
25, 2036
|
|||
|
I-13-B
|
Variable(2)
|
$
|
13,247,762.63
|
March
25, 2036
|
|||
|
I-14-A
|
Variable(2)
|
$
|
12,643,056.86
|
March
25, 2036
|
|||
|
I-14-B
|
Variable(2)
|
$
|
12,643,056.86
|
March
25, 2036
|
|||
|
I-15-A
|
Variable(2)
|
$
|
12,062,678.72
|
March
25, 2036
|
|||
|
I-15-B
|
Variable(2)
|
$
|
12,062,678.72
|
March
25, 2036
|
|||
|
I-16-A
|
Variable(2)
|
$
|
11,519,290.60
|
March
25, 2036
|
|||
|
I-16-B
|
Variable(2)
|
$
|
11,519,290.60
|
March
25, 2036
|
|||
|
I-17-A
|
Variable(2)
|
$
|
11,671,992.34
|
March
25, 2036
|
|||
|
I-17-B
|
Variable(2)
|
$
|
11,671,992.34
|
March
25, 2036
|
|||
|
I-18-A
|
Variable(2)
|
$
|
16,265,962.50
|
March
25, 2036
|
|||
|
I-18-B
|
Variable(2)
|
$
|
16,265,962.50
|
March
25, 2036
|
|||
|
I-19-A
|
Variable(2)
|
$
|
15,116,967.60
|
March
25, 2036
|
|||
|
I-19-B
|
Variable(2)
|
$
|
15,116,967.60
|
March
25, 2036
|
|||
|
I-20-A
|
Variable(2)
|
$
|
14,419,667.74
|
March
25, 2036
|
|||
|
I-20-B
|
Variable(2)
|
$
|
14,419,667.74
|
March
25, 2036
|
|||
|
I-21-A
|
Variable(2)
|
$
|
16,637,417.90
|
March
25, 2036
|
|||
|
I-21-B
|
Variable(2)
|
$
|
16,637,417.90
|
March
25, 2036
|
|||
|
I-22-A
|
Variable(2)
|
$
|
15,096,919.90
|
March
25, 2036
|
|||
|
I-22-B
|
Variable(2)
|
$
|
15,096,919.90
|
March
25, 2036
|
|||
|
I-23-A
|
Variable(2)
|
$
|
47,210,922.28
|
March
25, 2036
|
|||
|
I-23-B
|
Variable(2)
|
$
|
47,210,922.28
|
March
25, 2036
|
|||
|
I-24-A
|
Variable(2)
|
$
|
2,554,199.92
|
March
25, 2036
|
|||
|
I-24-B
|
Variable(2)
|
$
|
2,554,199.92
|
March
25, 2036
|
|||
|
I-25-A
|
Variable(2)
|
$
|
2,554,199.92
|
March
25, 2036
|
|||
|
I-25-B
|
Variable(2)
|
$
|
2,554,199.92
|
March
25, 2036
|
|||
|
I-26-A
|
Variable(2)
|
$
|
2,554,199.92
|
March
25, 2036
|
|||
|
I-26-B
|
Variable(2)
|
$
|
2,554,199.92
|
March
25, 2036
|
|||
|
I-27-A
|
Variable(2)
|
$
|
2,554,199.92
|
March
25, 2036
|
|||
|
I-27-B
|
Variable(2)
|
$
|
2,554,199.92
|
March
25, 2036
|
|||
|
I-28-A
|
Variable(2)
|
$
|
2,554,199.92
|
March
25, 2036
|
|||
|
I-28-B
|
Variable(2)
|
$
|
2,554,199.92
|
March
25, 2036
|
|||
|
I-29-A
|
Variable(2)
|
$
|
2,554,199.92
|
March
25, 2036
|
|||
|
I-29-B
|
Variable(2)
|
$
|
2,554,199.92
|
March
25, 2036
|
|||
|
I-30-A
|
Variable(2)
|
$
|
13,019,605.78
|
March
25, 2036
|
|||
|
I-30-B
|
Variable(2)
|
$
|
13,019,605.78
|
March
25, 2036
|
|||
|
I-31-A
|
Variable(2)
|
$
|
1,272,541.33
|
March
25, 2036
|
|||
|
I-31-B
|
Variable(2)
|
$
|
1,272,541.33
|
March
25, 2036
|
|||
|
I-32-A
|
Variable(2)
|
$
|
1,272,541.33
|
March
25, 2036
|
|||
|
I-32-B
|
Variable(2)
|
$
|
1,272,541.33
|
March
25, 2036
|
|||
|
I-33-A
|
Variable(2)
|
$
|
1,272,541.33
|
March
25, 2036
|
|||
|
I-33-B
|
Variable(2)
|
$
|
1,272,541.33
|
March
25, 2036
|
|||
|
I-34-A
|
Variable(2)
|
$
|
1,272,541.33
|
March
25, 2036
|
|||
|
I-34-B
|
Variable(2)
|
$
|
1,272,541.33
|
March
25, 2036
|
|||
|
I-35-A
|
Variable(2)
|
$
|
1,272,541.33
|
March
25, 2036
|
|||
|
I-35-B
|
Variable(2)
|
$
|
1,272,541.33
|
March
25, 2036
|
|||
|
I-36-A
|
Variable(2)
|
$
|
1,180,154.42
|
March
25, 2036
|
|||
|
I-36-B
|
Variable(2)
|
$
|
1,180,154.42
|
March
25, 2036
|
|||
|
I-37-A
|
Variable(2)
|
$
|
2,051,972.50
|
March
25, 2036
|
|||
|
I-37-B
|
Variable(2)
|
$
|
2,051,972.50
|
March
25, 2036
|
|||
|
I-38-A
|
Variable(2)
|
$
|
1,982,931.45
|
March
25, 2036
|
|||
|
I-38-B
|
Variable(2)
|
$
|
1,982,931.45
|
March
25, 2036
|
|||
|
I-39-A
|
Variable(2)
|
$
|
1,919,003.57
|
March
25, 2036
|
|||
|
I-39-B
|
Variable(2)
|
$
|
1,919,003.57
|
March
25, 2036
|
|||
|
I-40-A
|
Variable(2)
|
$
|
1,858,148.13
|
March
25, 2036
|
|||
|
I-40-B
|
Variable(2)
|
$
|
1,858,148.13
|
March
25, 2036
|
|||
|
I-41-A
|
Variable(2)
|
$
|
1,808,716.38
|
March
25, 2036
|
|||
|
I-41-B
|
Variable(2)
|
$
|
1,808,716.38
|
March
25, 2036
|
|||
|
I-42-A
|
Variable(2)
|
$
|
1,768,153.70
|
March
25, 2036
|
|||
|
I-42-B
|
Variable(2)
|
$
|
1,768,153.70
|
March
25, 2036
|
|||
|
I-43-A
|
Variable(2)
|
$
|
1,735,872.82
|
March
25, 2036
|
|||
|
I-43-B
|
Variable(2)
|
$
|
1,735,872.82
|
March
25, 2036
|
|||
|
I-44-A
|
Variable(2)
|
$
|
1,703,141.32
|
March
25, 2036
|
|||
|
I-44-B
|
Variable(2)
|
$
|
1,703,141.32
|
March
25, 2036
|
|||
|
I-45-A
|
Variable(2)
|
$
|
1,645,750.58
|
March
25, 2036
|
|||
|
I-45-B
|
Variable(2)
|
$
|
1,645,750.58
|
March
25, 2036
|
|||
|
I-46-A
|
Variable(2)
|
$
|
1,593,562.37
|
March
25, 2036
|
|||
|
I-46-B
|
Variable(2)
|
$
|
1,593,562.37
|
March
25, 2036
|
|||
|
I-47-A
|
Variable(2)
|
$
|
1,541,318.66
|
March
25, 2036
|
|||
|
I-47-B
|
Variable(2)
|
$
|
1,541,318.66
|
March
25, 2036
|
|||
|
I-48-A
|
Variable(2)
|
$
|
1,494,175.37
|
March
25, 2036
|
|||
|
I-48-B
|
Variable(2)
|
$
|
1,494,175.37
|
March
25, 2036
|
|||
|
I-49-A
|
Variable(2)
|
$
|
50,624,984.64
|
March
25, 2036
|
|||
|
I-49-B
|
Variable(2)
|
$
|
50,624,984.64
|
March
25, 2036
|
|||
|
II
|
Variable(2)
|
$
|
44,134,397.95
|
March
25, 2036
|
|||
|
II-1-A
|
Variable(2)
|
$
|
1,967,326.38
|
March
25, 2036
|
|||
|
II-1-B
|
Variable(2)
|
$
|
1,967,326.38
|
March
25, 2036
|
|||
|
II-2-A
|
Variable(2)
|
$
|
2,158,744.68
|
March
25, 2036
|
|||
|
II-2-B
|
Variable(2)
|
$
|
2,158,744.68
|
March
25, 2036
|
|||
|
II-3-A
|
Variable(2)
|
$
|
3,785,270.08
|
March
25, 2036
|
|||
|
II-3-B
|
Variable(2)
|
$
|
3,785,270.08
|
March
25, 2036
|
|||
|
II-4-A
|
Variable(2)
|
$
|
3,802,287.79
|
March
25, 2036
|
|||
|
II-4-B
|
Variable(2)
|
$
|
3,802,287.79
|
March
25, 2036
|
|||
|
II-5-A
|
Variable(2)
|
$
|
3,962,567.12
|
March
25, 2036
|
|||
|
II-5-B
|
Variable(2)
|
$
|
3,962,567.12
|
March
25, 2036
|
|||
|
II-6-A
|
Variable(2)
|
$
|
5,617,881.70
|
March
25, 2036
|
|||
|
II-6-B
|
Variable(2)
|
$
|
5,617,881.70
|
March
25, 2036
|
|||
|
II-7-A
|
Variable(2)
|
$
|
5,571,230.13
|
March
25, 2036
|
|||
|
II-7-B
|
Variable(2)
|
$
|
5,571,230.13
|
March
25, 2036
|
|||
|
II-8-A
|
Variable(2)
|
$
|
5,922,897.51
|
March
25, 2036
|
|||
|
II-8-B
|
Variable(2)
|
$
|
5,922,897.51
|
March
25, 2036
|
|||
|
II-9-A
|
Variable(2)
|
$
|
9,188,337.74
|
March
25, 2036
|
|||
|
II-9-B
|
Variable(2)
|
$
|
9,188,337.74
|
March
25, 2036
|
|||
|
II-10-A
|
Variable(2)
|
$
|
8,944,276.40
|
March
25, 2036
|
|||
|
II-10-B
|
Variable(2)
|
$
|
8,944,276.40
|
March
25, 2036
|
|||
|
II-11-A
|
Variable(2)
|
$
|
8,989,783.13
|
March
25, 2036
|
|||
|
II-11-B
|
Variable(2)
|
$
|
8,989,783.13
|
March
25, 2036
|
|||
|
II-12-A
|
Variable(2)
|
$
|
11,359,751.50
|
March
25, 2036
|
|||
|
II-12-B
|
Variable(2)
|
$
|
11,359,751.50
|
March
25, 2036
|
|||
|
II-13-A
|
Variable(2)
|
$
|
10,844,056.75
|
March
25, 2036
|
|||
|
II-13-B
|
Variable(2)
|
$
|
10,844,056.75
|
March
25, 2036
|
|||
|
II-14-A
|
Variable(2)
|
$
|
10,349,070.25
|
March
25, 2036
|
|||
|
II-14-B
|
Variable(2)
|
$
|
10,349,070.25
|
March
25, 2036
|
|||
|
II-15-A
|
Variable(2)
|
$
|
9,873,997.31
|
March
25, 2036
|
|||
|
II-15-B
|
Variable(2)
|
$
|
9,873,997.31
|
March
25, 2036
|
|||
|
II-16-A
|
Variable(2)
|
$
|
9,429,202.84
|
March
25, 2036
|
|||
|
II-16-B
|
Variable(2)
|
$
|
9,429,202.84
|
March
25, 2036
|
|||
|
II-17-A
|
Variable(2)
|
$
|
9,554,198.00
|
March
25, 2036
|
|||
|
II-17-B
|
Variable(2)
|
$
|
9,554,198.00
|
March
25, 2036
|
|||
|
II-18-A
|
Variable(2)
|
$
|
13,314,627.18
|
March
25, 2036
|
|||
|
II-18-B
|
Variable(2)
|
$
|
13,314,627.18
|
March
25, 2036
|
|||
|
II-19-A
|
Variable(2)
|
$
|
12,374,108.68
|
March
25, 2036
|
|||
|
II-19-B
|
Variable(2)
|
$
|
12,374,108.68
|
March
25, 2036
|
|||
|
II-20-A
|
Variable(2)
|
$
|
11,803,328.58
|
March
25, 2036
|
|||
|
II-20-B
|
Variable(2)
|
$
|
11,803,328.58
|
March
25, 2036
|
|||
|
II-21-A
|
Variable(2)
|
$
|
13,618,684.82
|
March
25, 2036
|
|||
|
II-21-B
|
Variable(2)
|
$
|
13,618,684.82
|
March
25, 2036
|
|||
|
II-22-A
|
Variable(2)
|
$
|
12,357,698.48
|
March
25, 2036
|
|||
|
II-22-B
|
Variable(2)
|
$
|
12,357,698.48
|
March
25, 2036
|
|||
|
II-23-A
|
Variable(2)
|
$
|
38,644,859.11
|
March
25, 2036
|
|||
|
II-23-B
|
Variable(2)
|
$
|
38,644,859.11
|
March
25, 2036
|
|||
|
II-24-A
|
Variable(2)
|
$
|
2,090,759.75
|
March
25, 2036
|
|||
|
II-24-B
|
Variable(2)
|
$
|
2,090,759.75
|
March
25, 2036
|
|||
|
II-25-A
|
Variable(2)
|
$
|
2,090,759.75
|
March
25, 2036
|
|||
|
II-25-B
|
Variable(2)
|
$
|
2,090,759.75
|
March
25, 2036
|
|||
|
II-26-A
|
Variable(2)
|
$
|
2,090,759.75
|
March
25, 2036
|
|||
|
II-26-B
|
Variable(2)
|
$
|
2,090,759.75
|
March
25, 2036
|
|||
|
II-27-A
|
Variable(2)
|
$
|
2,090,759.75
|
March
25, 2036
|
|||
|
II-27-B
|
Variable(2)
|
$
|
2,090,759.75
|
March
25, 2036
|
|||
|
II-28-A
|
Variable(2)
|
$
|
2,090,759.75
|
March
25, 2036
|
|||
|
II-28-B
|
Variable(2)
|
$
|
2,090,759.75
|
March
25, 2036
|
|||
|
II-29-A
|
Variable(2)
|
$
|
2,090,759.75
|
March
25, 2036
|
|||
|
II-29-B
|
Variable(2)
|
$
|
2,090,759.75
|
March
25, 2036
|
|||
|
II-30-A
|
Variable(2)
|
$
|
10,657,297.23
|
March
25, 2036
|
|||
|
II-30-B
|
Variable(2)
|
$
|
10,657,297.23
|
March
25, 2036
|
|||
|
II-31-A
|
Variable(2)
|
$
|
1,041,648.37
|
March
25, 2036
|
|||
|
II-31-B
|
Variable(2)
|
$
|
1,041,648.37
|
March
25, 2036
|
|||
|
II-32-A
|
Variable(2)
|
$
|
1,041,648.38
|
March
25, 2036
|
|||
|
II-32-B
|
Variable(2)
|
$
|
1,041,648.38
|
March
25, 2036
|
|||
|
II-33-A
|
Variable(2)
|
$
|
1,041,648.37
|
March
25, 2036
|
|||
|
II-33-B
|
Variable(2)
|
$
|
1,041,648.37
|
March
25, 2036
|
|||
|
II-34-A
|
Variable(2)
|
$
|
1,041,648.37
|
March
25, 2036
|
|||
|
II-34-B
|
Variable(2)
|
$
|
1,041,648.37
|
March
25, 2036
|
|||
|
II-35-A
|
Variable(2)
|
$
|
1,041,648.37
|
March
25, 2036
|
|||
|
II-35-B
|
Variable(2)
|
$
|
1,041,648.37
|
March
25, 2036
|
|||
|
II-36-A
|
Variable(2)
|
$
|
966,024.37
|
March
25, 2036
|
|||
|
II-36-B
|
Variable(2)
|
$
|
966,024.37
|
March
25, 2036
|
|||
|
II-37-A
|
Variable(2)
|
$
|
1,679,657.68
|
March
25, 2036
|
|||
|
II-37-B
|
Variable(2)
|
$
|
1,679,657.68
|
March
25, 2036
|
|||
|
II-38-A
|
Variable(2)
|
$
|
1,623,143.60
|
March
25, 2036
|
|||
|
II-38-B
|
Variable(2)
|
$
|
1,623,143.60
|
March
25, 2036
|
|||
|
II-39-A
|
Variable(2)
|
$
|
1,570,814.95
|
March
25, 2036
|
|||
|
II-39-B
|
Variable(2)
|
$
|
1,570,814.95
|
March
25, 2036
|
|||
|
II-40-A
|
Variable(2)
|
$
|
1,521,001.27
|
March
25, 2036
|
|||
|
II-40-B
|
Variable(2)
|
$
|
1,521,001.27
|
March
25, 2036
|
|||
|
II-41-A
|
Variable(2)
|
$
|
1,480,538.53
|
March
25, 2036
|
|||
|
II-41-B
|
Variable(2)
|
$
|
1,480,538.53
|
March
25, 2036
|
|||
|
II-42-A
|
Variable(2)
|
$
|
1,447,335.64
|
March
25, 2036
|
|||
|
II-42-B
|
Variable(2)
|
$
|
1,447,335.64
|
March
25, 2036
|
|||
|
II-43-A
|
Variable(2)
|
$
|
1,420,911.88
|
March
25, 2036
|
|||
|
II-43-B
|
Variable(2)
|
$
|
1,420,911.88
|
March
25, 2036
|
|||
|
II-44-A
|
Variable(2)
|
$
|
1,394,119.27
|
March
25, 2036
|
|||
|
II-44-B
|
Variable(2)
|
$
|
1,394,119.27
|
March
25, 2036
|
|||
|
II-45-A
|
Variable(2)
|
$
|
1,347,141.64
|
March
25, 2036
|
|||
|
II-45-B
|
Variable(2)
|
$
|
1,347,141.64
|
March
25, 2036
|
|||
|
II-46-A
|
Variable(2)
|
$
|
1,304,422.58
|
March
25, 2036
|
|||
|
II-46-B
|
Variable(2)
|
$
|
1,304,422.58
|
March
25, 2036
|
|||
|
II-47-A
|
Variable(2)
|
$
|
1,261,658.10
|
March
25, 2036
|
|||
|
II-47-B
|
Variable(2)
|
$
|
1,261,658.10
|
March
25, 2036
|
|||
|
II-48-A
|
Variable(2)
|
$
|
1,223,068.60
|
March
25, 2036
|
|||
|
II-48-B
|
Variable(2)
|
$
|
1,223,068.60
|
March
25, 2036
|
|||
|
II-49-A
|
Variable(2)
|
$
|
41,439,465.79
|
March
25, 2036
|
|||
|
II-49-B
|
Variable(2)
|
$
|
41,439,465.79
|
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, the
Distribution Date immediately following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each REMIC II Regular Interest.
(2) Calculated
in accordance with the definition of “REMIC II Remittance Rate”
herein.
REMIC
III
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the REMIC II Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC III.”
The Class R-III Interest shall evidence the sole class of “residual interests”
in REMIC III for purposes of the REMIC Provisions. The following table
irrevocably sets forth the designation, the REMIC III Remittance Rate, the
initial Uncertificated 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 III Regular Interests (as defined herein). None of the
REMIC
III Regular Interests shall be certificated.
|
Designation
|
REMIC
III
Remittance Rate
|
Initial
Uncertificated Balance
|
Latest
Possible
Maturity
Date(1)
|
|||||
|
III-LTAA
|
Variable(2)
|
$
|
726,303,121.59
|
Xxxxx
00, 0000
|
||||
|
XXX-XXX0
|
Variable(2)
|
$
|
3,197,105.00
|
Xxxxx
00, 0000
|
||||
|
XXX-XXX0X
|
Variable(2)
|
$
|
1,199,445.00
|
Xxxxx
00, 0000
|
||||
|
XXX-XXX0X
|
Variable(2)
|
$
|
556,360.00
|
Xxxxx
00, 0000
|
||||
|
XXX-XXX0X
|
Variable(2)
|
$
|
638,650.00
|
Xxxxx
00, 0000
|
||||
|
XXX-XXX0X
|
Variable(2)
|
$
|
222,560.00
|
Xxxxx
00, 0000
|
||||
|
XXX-XXX0
|
Variable(2)
|
$
|
289,045.00
|
Xxxxx
00, 0000
|
||||
|
XXX-XXX0
|
Variable(2)
|
$
|
251,980.00
|
Xxxxx
00, 0000
|
||||
|
XXX-XXX0
|
Variable(2)
|
$
|
148,225.00
|
Xxxxx
00, 0000
|
||||
|
XXX-XXX0
|
Variable(2)
|
$
|
133,400.00
|
Xxxxx
00, 0000
|
||||
|
XXX-XXX0
|
Variable(2)
|
$
|
125,995.00
|
Xxxxx
00, 0000
|
||||
|
XXX-XXX0
|
Variable(2)
|
$
|
118,580.00
|
Xxxxx
00, 0000
|
||||
|
XXX-XXX0
|
Variable(2)
|
$
|
111,170.00
|
Xxxxx
00, 0000
|
||||
|
XXX-XXX0
|
Variable(2)
|
$
|
92,640.00
|
Xxxxx
00, 0000
|
||||
|
XXX-XXX0
|
Variable(2)
|
$
|
62,995.00
|
March
25, 2036
|
||||
|
III-LTM10
|
Variable(2)
|
$
|
59,290.00
|
March
25, 2036
|
||||
|
III-LTM11
|
Variable(2)
|
$
|
74,110.00
|
March
25, 2036
|
||||
|
III-LTZZ
|
Variable(2)
|
$
|
7,540,962.69
|
Xxxxx
00, 0000
|
||||
|
XXX-XXX
|
Variable(2)
|
$
|
100.00
|
March
25, 2036
|
||||
|
III-LT1SUB
|
Variable(2)
|
$
|
17,564.87
|
Xxxxx
00, 0000
|
||||
|
XXX-XX0XXX
|
Variable(2)
|
$
|
54,988.71
|
Xxxxx
00, 0000
|
||||
|
XXX-XX0XXX
|
Variable(2)
|
$
|
14,377.86
|
Xxxxx
00, 0000
|
||||
|
XXX-XX0XXX
|
Variable(2)
|
$
|
45,011.42
|
March
25, 2036
|
||||
|
III-XX
|
Variable(2)
|
$
|
740,993,691.42
|
March
25, 2036
|
||||
|
III-IO
|
Variable(2)
|
(3)
|
March
25, 2036
|
|||||
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each REMIC III Regular Interest.
(2) Calculated
in accordance with the definition of “REMIC III Remittance Rate”
herein.
(3) REMIC
III
Regular Interest III-IO will not have an Uncertificated Balance, but will
accrue
interest on its Uncertificated Notional Amount.
REMIC
IV
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the REMIC III Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC IV.”
The Class R-IV Interest shall evidence the sole class of “residual interests” in
REMIC IV for purposes of the REMIC Provisions. The following table irrevocably
sets forth the designation, the Pass-Through Rate, the initial aggregate
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 classes of Certificates and interests.
Each
Certificate, other than the Class P Certificate, the Class CE Certificate
and
the Class R Certificates, represents ownership of a Regular Interest in REMIC
IV
and also represents (i) the right to receive payments with respect to the
Net
WAC Rate Carryover Amount (as defined herein) and (ii) the obligation to
pay
Class IO Distribution Amounts (as defined herein). The entitlement to principal
of the Regular Interest which corresponds to each Certificate shall be equal
in
amount and timing to the entitlement to principal of such Certificate.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate
Certificate
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
||||||
|
Class
A-1
|
Variable(2)
|
$
|
639,421,000.00
|
March
25, 2036
|
|||||
|
Class
A-2A
|
Variable(2)
|
$
|
239,889,000.00
|
March
25, 2036
|
|||||
|
Class
A-2B
|
Variable(2)
|
$
|
111,272,000.00
|
March
25, 2036
|
|||||
|
Class
A-2C
|
Variable(2)
|
$
|
127,730,000.00
|
March
25, 2036
|
|||||
|
Class
A-2D
|
Variable(2)
|
$
|
44,512,000.00
|
March
25, 2036
|
|||||
|
Class
M-1
|
Variable(2)
|
$
|
57,809,000.00
|
March
25, 2036
|
|||||
|
Class
M-2
|
Variable(2)
|
$
|
50,396,000.00
|
March
25, 2036
|
|||||
|
Class
M-3
|
Variable(2)
|
$
|
29,645,000.00
|
March
25, 2036
|
|||||
|
Class
M-4
|
Variable(2)
|
$
|
26,680,000.00
|
March
25, 2036
|
|||||
|
Class
M-5
|
Variable(2)
|
$
|
25,199,000.00
|
March
25, 2036
|
|||||
|
Class
M-6
|
Variable(2)
|
$
|
23,716,000.00
|
March
25, 2036
|
|||||
|
Class
M-7
|
Variable(2)
|
$
|
22,234,000.00
|
March
25, 2036
|
|||||
|
Class
M-8
|
Variable(2)
|
$
|
18,528,000.00
|
March
25, 2036
|
|||||
|
Class
M-9
|
Variable(2)
|
$
|
12,599,000.00
|
March
25, 2036
|
|||||
|
Class
M-10
|
Variable(2)
|
$
|
11,858,000.00
|
March
25, 2036
|
|||||
|
Class
M-11
|
Variable(2)
|
$
|
14,822,000.00
|
March
25, 2036
|
|||||
|
Class
CE Interest
|
Variable(2)(3)
|
$
|
25,941,268.56
|
March
25, 2036
|
|||||
|
Class
P Interest
|
Variable(2)(4)
|
$
|
100.00
|
March
25, 2036
|
|||||
|
Class
SWAP-IO Interest
|
N/A(5)
|
N/A(5)
|
March
25, 2036
|
||||||
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
Distribution Date immediately following the maturity date for the Mortgage
Loan
with the latest maturity date has been designated as the “latest possible
maturity date” for each Class of Certificates and interests.
(2) Calculated
in accordance with the definition of “Pass-Through Rate” herein.
(3) The
Class
CE Interest shall accrue interest at their variable Pass-Through Rate on
the
Notional Amount of the Class CE Interest outstanding from time to time which
shall equal the aggregate Uncertificated Balance of the REMIC III Regular
Interests, other than REMIC III Regular Interest III-LTP. The Class CE Interest
shall not accrue interest on its Certificate Principal Balance.
(4) The
Class
P Interest will be entitled to 100% of amounts distributed in respect of
REMIC
III Regular Interest LTP.
(5) The
Class
SWAP-IO Interest will not have a Pass-Through Rate or a Certificate Principal
Balance, but will be entitled to 100% of amounts distributed on REMIC III
Regular Interest III-IO.
REMIC
V
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the Class CE Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets shall be designated as “REMIC V.” The Class
R-V Interest shall evidence the sole class of “residual interests” in REMIC V
for purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, the Pass-Through Rate, the
initial
aggregate 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.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|||||
|
Class
CE Certificates
|
Variable(2)
|
$
|
25,941,268.56
|
March
25, 2036
|
||||
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for the Class CE Certificates.
|
|
(2)
|
The
Class CE Certificates shall receive 100% of amounts received in
respect of
the Class CE Interest.
|
REMIC
VI
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 shall be designated as “REMIC VI.”
The Class R-VI Interest represents the sole class of “residual interests” in
REMIC VI for purposes of the REMIC Provisions. The following table irrevocably
sets forth the designation, the Pass-Through Rate, the initial aggregate
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.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|||||
|
Class
P Certificates
|
Variable(2)
|
$
|
100.00
|
March
25, 2036
|
||||
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for the Class P Certificates.
|
|
(2)
|
The
Class P Certificates shall receive 100% of amounts received in
respect of
the Class P Interest.
|
REMIC
VII
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class SWAP-IO Interest as a REMIC for federal
income
tax purposes, and such segregated pool of assets shall be designated as “REMIC
VII.” The Class R-VII Interest represents the sole class of “residual interests”
in REMIC VII for purposes of the REMIC Provisions. The following table
irrevocably sets forth the designation, the Pass-Through Rate, the initial
aggregate 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 VII Regular Interest, which will be
uncertificated.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
||||
|
SWAP-IO
|
Variable(2)
|
N/A
|
March
25, 2036
|
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date immediately following the maturity date for the
Mortgage
Loan with the latest maturity date has been designated as the “latest
possible maturity date” for REMIC VII Regular Interest
SWAP-IO.
|
|
(2)
|
REMIC
VII Regular Interest SWAP-IO shall receive 100% of amounts received
in
respect of the Class SWAP-IO
Interest.
|
As
of the
Cut-off Date, the Initial Group I Mortgage Loans had an aggregate Scheduled
Principal Balance equal to $549,887,128.27 and the Initial Group II Mortgage
Loans had an aggregate Scheduled Principal Balance equal to
$450,114,240.29.
In
consideration of the mutual agreements herein contained, the Depositor, the
Master Servicer and the Trustee agree as follows:
ARTICLE
I
DEFINITIONS
| SECTION 1.01. |
Defined
Terms.
|
Whenever
used in this Agreement, including, without limitation, in the Preliminary
Statement hereto, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless otherwise
specified, all calculations described herein shall be made on the basis of
a
360-day year consisting of twelve 30-day months and all calculations on each
Regular Interest shall be made on the basis of a 360-day year and the actual
number of days in the month.
“Accrued
Certificate Interest”: With respect to any Class of Certificates (other than the
Class P Certificates and the Residual Certificates) and each Distribution
Date,
interest accrued during the related Interest Accrual Period at the Pass-Through
Rate for such Certificate for such Distribution Date on the Certificate
Principal Balance, in the case of the Adjustable-Rate Certificates and the
Fixed-Rate Certificates, or on the Notional Amount, in the case of the Class
CE
Certificates, of such Certificate immediately prior to such Distribution
Date.
The Class P Certificates are not entitled to distributions in respect of
interest and, accordingly, shall not accrue interest. All distributions of
interest on the Adjustable-Rate Certificates shall be calculated on the basis
of
a 360-day year and the actual number of days in the applicable Interest Accrual
Period. All distributions of interest on the Fixed-Rate Certificates and
the
Class CE Certificates shall be based on a 360-day year consisting of twelve
30-day months. Accrued Certificate Interest with respect to each Distribution
Date, as to any Class A Certificate or Mezzanine Certificate, shall be reduced
by an amount equal to the portion allocable to such Certificate pursuant
to
Section 1.02 hereof of the sum of (a) the aggregate Prepayment Interest
Shortfall, if any, for such Distribution Date to the extent not covered by
payments pursuant to Section 4.03(e) or allocated to the Class CE Certificates
pursuant to Section 1.02 and (b) the aggregate amount of any Relief Act Interest
Shortfall, if any, for such Distribution Date not allocated to the Class
CE
Certificates pursuant to Section 1.02. Accrued Certificate Interest with
respect
to each Distribution Date and any Class CE Certificate shall be reduced by
(a)
Prepayment Interest Shortfalls, if any, allocated to such Class of Certificates
pursuant to Section 1.02 hereof, (b) Relief Act Interest Shortfalls, if any,
allocated to such Class of Certificates pursuant to Section 1.02 hereof and
(c)
an amount equal to the portion of Realized Losses, if any, allocable to interest
on the Class CE Certificate pursuant to Section 4.04 hereof.
“Addition
Notice”: With respect to the transfer of Subsequent Mortgage Loans to the Trust
Fund pursuant to Section 2.09, a notice of the Depositor’s designation of the
Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate
Principal Balance of such Subsequent Mortgage Loans as of the related Subsequent
Cut-off Date. The Addition Notice shall be given not later than three Business
Days prior to the related Subsequent Transfer Date and shall be substantially
in
the form of Exhibit K.
“Adjustable-Rate
Certificates”: The Class A Certificates and the Mezzanine
Certificates.
“Adjustable-Rate
Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage Loan
Schedule as having a Mortgage Rate that is subject to adjustment.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the
month in which the Mortgage Rate of such Mortgage Loan changes pursuant to
the
related Mortgage Note. The first Adjustment Date following the Cut-off Date
as
to each Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
“Advance”:
As to any Mortgage Loan or REO Property, any advance made by the Master Servicer
or a successor Master Servicer in respect of any Distribution Date representing
the aggregate of all payments of principal and interest, net of the Servicing
Fee, that were due during the related Due Period on the Mortgage Loans and
that
were delinquent on the related Determination Date, plus certain amounts
representing assumed payments not covered by any current net income on the
Mortgaged Properties acquired by foreclosure or deed in lieu of foreclosure
as
determined pursuant to Section 4.03.
“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled
by or under common control with such specified Person. For the purposes of
this
definition, “control,” when used with respect to any specified Person, means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract
or
otherwise, and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amount”: With respect to any Distribution Date and any Class of
Mezzanine Certificates, the sum of (i) the 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, reduced by the amount
of the
increase in the Certificate Principal Balance of such Class of Certificates
due
to the receipt of Subsequent Recoveries as provided in Section
4.01.
“Annual
Statement of Compliance”: As defined in Section 3.19.
“Applicable
Regulations”: As to any Mortgage Loan, all federal, state and local laws,
statutes, rules and regulations applicable thereto.
“Assessment
of Compliance”: As defined in Section 3.20.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form (excepting therefrom if applicable, the mortgage recordation
information which has not been returned by the applicable recorder’s office
and/or the assignee’s name), which is sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect
of
record the sale of the Mortgage.
“Attestation
Report”: As defined in Section 3.20.
“Available
Funds”: With respect to any Distribution Date, an amount equal to (1) the sum of
(a) the aggregate of the amounts on deposit in the Collection Account and
Distribution Account as of the close of business on the related Determination
Date, including any Subsequent Recoveries, (b) the aggregate of any amounts
received in respect of an REO Property withdrawn from any REO Account and
deposited in the Distribution Account for such Distribution Date pursuant
to
Section 3.13, (c) Compensating Interest, if any, deposited in the Distribution
Account by the Master Servicer in respect of Prepayment Interest Shortfalls
for
such Distribution Date pursuant to Section 4.03(e), (d) the aggregate of
any
Advances made by the Master Servicer for such Distribution Date pursuant
to
Section 4.03, (e) with respect to the Distribution Date immediately following
the end of the Funding Period, any amounts previously held in the Pre-Funding
Accounts after giving effect to any purchase of Subsequent Mortgage Loans
and
any amounts withdrawn by the Trustee from the Interest Coverage Accounts
for
distribution on the Certificates on such Distribution Date, and (f) the
aggregate of any Advances made by the successor Master Servicer or the Trustee
for such Distribution Date pursuant to Section 7.02(b), reduced (to not less
than zero) by (2) the sum of (x) the portion of the amount described in clause
(1)(a) above that represents (i) Monthly Payments on the Mortgage Loans received
from a Mortgagor on or prior to the Determination Date but due during any
Due
Period subsequent to the related Due Period, (ii) Principal Prepayments on
the
Mortgage Loans received after the related Prepayment Period (together with
any
interest payments received with such Principal Prepayments to the extent
they
represent the payment of interest accrued on the Mortgage Loans during a
period
subsequent to the related Prepayment Period), (iii) Liquidation Proceeds,
Insurance Proceeds and Subsequent Recoveries received in respect of the Mortgage
Loans after the related Prepayment Period, (iv) amounts reimbursable or payable
to the Depositor, the Master Servicer, the Trustee, the Seller or any
Sub-Servicer pursuant to Section 3.05 or Section 3.06 or otherwise payable
in
respect of Extraordinary Trust Fund Expenses, (v) Stayed Funds, (vi) the
Trustee
Fee payable from the Distribution Account pursuant to Section 8.05, (vii)
amounts deposited in the Collection Account or the Distribution Account in
error
and (viii) the amount of any Prepayment Charges collected by the Master Servicer
and the amount of any Master Servicer Prepayment Charge Payment Amounts,
(y)
amounts reimbursable to the Trustee for an advance made pursuant to Section
7.02(b) which advance the Trustee has determined to be nonrecoverable from
the
Stayed Funds in respect of which it was made and (z) any Net Swap Payment
or any
Swap Termination Payments owed to the Interest Rate Swap Provider other
than due to a Swap Provider Trigger Event (after taking into account any
upfront
payment received by the Interest Rate Swap Provider from the counterparty
to a
replacement similar agreement).
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Bankruptcy
Loss”: With respect to any Mortgage Loan, a Realized Loss resulting from a
Deficient Valuation or Debt Service Reduction.
“Book-Entry
Certificate”: Any Certificate registered in the name of the Depository or its
nominee. Initially, the Book-Entry Certificates shall be the Class A
Certificates and the Mezzanine Certificates.
“Book-Entry
Custodian”: The custodian appointed pursuant to Section 5.01.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings and loan institutions in the State of California, the State of New
York,
or in the city in which the Corporate Trust Office of the Trustee is located,
are authorized or obligated by law or executive order to be closed.
“Certificate”:
Any one of the Depositor’s Asset-Backed Pass-Through Certificates, Series
2006-W3, Class X-0, Xxxxx X-0X, Xxxxx X-0X, Class A-2C, Class A-2D, Class
M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9, Class M-10, Class M-11, Class CE, Class P, Class R and Class R-X,
issued under this Agreement.
“Certificate
Factor”: With respect to any Class of Regular Certificates as of any
Distribution Date, a fraction, expressed as a decimal carried to six places,
the
numerator of which is the Certificate Principal Balance (or the Notional
Amount,
in the case of the Class CE Certificates) of such Class of Certificates on
such
Distribution Date (after giving effect to any distributions of principal
and
allocations of Realized Losses in reduction of the Certificate Principal
Balance
(or the Notional Amount, in the case of the Class CE Certificates) of such
Class
of Certificates to be made on such Distribution Date), and the denominator
of
which is the initial aggregate Certificate Principal Balance (or the Notional
Amount, in the case of the Class CE Certificates) of such Class of Certificates
as of the Closing Date.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or a Non-United
States Person shall not be a Holder of a Residual Certificate for any purposes
hereof and, solely for the purposes of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor or the
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 Trustee and the NIMS Insurer may conclusively rely upon
a
certificate of the Depositor 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 Trustee and the NIMS Insurer 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 each Class of Adjustable-Rate Certificates and, for
purposes of the Marker Rate and the Maximum III-LTZZ Uncertificated Interest
Deferral Amount, the specified REMIC III Regular Interest, as
follows:
|
Class
|
REMIC
II Regular Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
A-1
|
REMIC
III Regular Interest III-LTA1
|
0.175
|
0.350
|
|
A-2A
|
REMIC
III Regular Interest III-LTA2A
|
0.070
|
0.140
|
|
A-2B
|
REMIC
III Regular Interest III-LTA2B
|
0.120
|
0.240
|
|
A-2C
|
REMIC
III Regular Interest III-LTA2C
|
0.180
|
0.360
|
|
A-2D
|
REMIC
III Regular Interest III-LTA2D
|
0.280
|
0.560
|
|
M-1
|
REMIC
III Regular Interest III-LTM1
|
0.350
|
0.525
|
|
M-2
|
REMIC
III Regular Interest III-LTM2
|
0.370
|
0.555
|
|
M-3
|
REMIC
III Regular Interest III-LTM3
|
0.400
|
0.600
|
|
M-4
|
REMIC
III Regular Interest III-LTM4
|
0.500
|
0.750
|
|
M-5
|
REMIC
III Regular Interest III-LTM5
|
0.520
|
0.780
|
|
M-6
|
REMIC
III Regular Interest III-LTM6
|
0.600
|
0.900
|
|
M-7
|
REMIC
III Regular Interest III-LTM7
|
1.150
|
1.725
|
|
M-8
|
REMIC
III Regular Interest III-LTM8
|
1.300
|
1.950
|
|
M-9
|
REMIC
III Regular Interest III-LTM9
|
2.300
|
3.450
|
|
M-10
|
REMIC
III Regular Interest III-LTM10
|
2.500
|
3.750
|
|
M-11
|
REMIC
III Regular Interest III-LTM11
|
2.500
|
3.750
|
__________
(1) For
the
Interest Accrual Period for each Distribution Date on or prior to the Optional
Termination Date.
(2) For
the
Interest Accrual Period for each Distribution Date after the Optional
Termination Date.
“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate as reflected on the books of the Depository
or on the books of a Depository Participant or on the books of an indirect
participating brokerage firm for which a Depository Participant acts as
agent.
“Certificate
Principal Balance”: With respect to each Class A Certificate, Mezzanine
Certificate or Class P Certificate as of any date of determination, the
Certificate Principal Balance of such Certificate on the Distribution Date
immediately prior to such date of determination plus, with respect to each
Mezzanine Certificate, any increase in the Certificate Principal Balance
of such
Certificate pursuant to Section 4.01 due to the receipt of Subsequent
Recoveries, minus all distributions allocable to principal made thereon on
such
Distribution Date and, in the case of a Mezzanine Certificate, Realized Losses
allocated thereto on such immediately prior Distribution Date (or, in the
case
of any date of determination up to and including the first Distribution Date,
the initial Certificate Principal Balance of such Certificate, as stated
on the
face thereof). With respect to each Class CE Certificate as of any date of
determination, an amount equal to the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate Uncertificated
Balance of the REMIC II Regular Interests over (B) the then aggregate
Certificate Principal Balance of the Class A Certificates, the Mezzanine
Certificates and the Class P Certificates then outstanding.
“Certificate
Register” and “Certificate Registrar”: The register maintained and the registrar
appointed pursuant to Section 5.02.
“Class”:
Collectively, all of the Certificates bearing the same class
designation.
“Class
A
Certificate”: Any one of the Class A-1, Class A-2A, Class A-2B, Class A-2C and
Class A-2D Certificates.
“Class
A
Principal Distribution Amount”: With respect to any Distribution Date, an amount
equal to the sum of (i) the Senior Group I Principal Distribution Amount
and
(ii) the Senior Group II Principal Distribution Amount.
“Class
A-1 Certificate”: Any one of the Class A-1 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-1 and evidencing (i) a Regular Interest
in
REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
A-2A Certificate”: Any one of the Class A-2A Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-2A and evidencing (i)
a
Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
A-2B Certificate”: Any one of the Class A-2B Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-2B and evidencing (i)
a
Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
A-2C Certificate”: Any one of the Class A-2C Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-2C and evidencing (i)
a
Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
A-2D Certificate”: Any one of the Class A-2D Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-2D and evidencing (i)
a
Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
CE
Certificate”: Any one of the Class CE Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-CE and evidencing (i) a Regular Interest
in
REMIC V, (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
CE
Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class CE Certificates, evidencing a Regular
Interest in REMIC III for purposes of the REMIC Provisions.
“Class
IO
Distribution Amount”: As defined in Section 3.20 hereof. For purposes of
clarity, the Class IO Distribution Amount for any Distribution Date shall
equal
the amount payable to the Swap Administrator on such Distribution Date in
excess
of the amount payable on the Class SWAP-IO Interest on such Distribution
Date,
all as further provided in Section 3.20 hereof.
“Class
SWAP-IO Interest”: An uncertificated interest in the Trust Fund evidencing a
Regular Interest in REMIC IV.
“Class
M-1 Certificate”: Any one of the Class M-1 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-M-1 and evidencing (i) a Regular Interest
in REMIC IV, (ii) the right to receive the Net WAC Rate Carryover Amount
and
(iii) the obligation to pay the Class IO Distribution Amount.
“Class
M-1 Principal Distribution Amount”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-1 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the
payment of the Class A 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) 64.70% 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
$7,411,248.26.
“Class
M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-M-2 and evidencing (i) a Regular Interest
in REMIC IV, (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”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-2 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the
payment 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 payment 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) 71.50% 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
$7,411,248.26.
“Class
M-3 Certificate”: Any one of the Class M-3 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-M-3 and evidencing (i) a Regular Interest
in REMIC IV, (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”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-3 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the
payment 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 payment 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 payment 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) 75.50%
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 $7,411,248.26.
“Class
M-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-M-4 and evidencing (i) a Regular Interest
in REMIC IV, (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”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the
payment 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 payment 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 payment 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
payment 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) 79.10% 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
$7,411,248.26.
“Class
M-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-M-5 and evidencing (i) a Regular Interest
in REMIC IV, (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”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the
payment 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 payment 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 payment 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
payment 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 payment 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) 82.50% 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 $7,411,248.26.
“Class
M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-M-6 and evidencing (i) a Regular Interest
in REMIC IV, (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”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-6 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the
payment 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 payment 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 payment 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
payment 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 payment 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 payment of the Class
M-5
Principal Distribution Amount on such Distribution Date) and (vii) the
Certificate Principal Balance of the Class M-6 Certificates immediately prior
to
such Distribution Date over (y) the lesser of (A) the product of (i) 85.70%
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 $7,411,248.26.
“Class
M-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-M-7 and evidencing (i) a Regular Interest
in REMIC IV, (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”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-7 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the
payment 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 payment 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 payment 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
payment 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 payment 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 payment 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
payment of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 88.70% 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
$7,411,248.26.
“Class
M-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-M-8 and evidencing (i) a Regular Interest
in REMIC IV, (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”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-8 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the
payment 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 payment 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 payment 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
payment 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 payment 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 payment 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
payment 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 payment of the Class M-7 Principal Distribution
Amount on such Distribution Date) and (ix) the Certificate Principal Balance
of
the Class M-8 Certificates immediately prior to such Distribution Date over
(y)
the lesser of (A) the product of (i) 91.20% and (ii) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus $7,411,248.26.
“Class
M-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-M-9 and evidencing (i) a Regular Interest
in REMIC IV, (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”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-9 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the
payment 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 payment 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 payment 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
payment 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 payment 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 payment 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
payment 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 payment 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 payment 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) 92.90% and
(ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $7,411,248.26.
“Class
M-10 Certificate”: Any one of the Class M-10 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-M-10 and evidencing
(i) a
Regular Interest in REMIC IV, (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”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-10 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the
payment 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 payment 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 payment 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
payment 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 payment 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 payment 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
payment 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 payment 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 payment 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
payment 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) 94.50% 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
$7,411,248.26.
“Class
M-11 Certificate”: Any one of the Class M-11 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-M-11 and evidencing
(i) a
Regular Interest in REMIC IV, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
M-11 Principal Distribution Amount”: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal
Balance of the Class M-11 Certificates immediately prior to such Distribution
Date and (II) the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account
the
payment 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 payment 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 payment 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
payment 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 payment 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 payment 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
payment 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 payment 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 payment 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
payment 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 payment of the Class M-10 Principal Distribution
Amount on such Distribution Date) and (xii) the Certificate Principal Balance
of
the Class M-11 Certificates immediately prior to such Distribution Date over
(y)
the lesser of (A) the product of (i) 96.50% 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 $7,411,248.26.
“Class
P
Certificate”: Any one of the Class P Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit A-P, representing the right to distributions
as
set forth herein and therein and evidencing a Regular Interest in REMIC VI
for
purposes of the REMIC Provisions.
“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 III for purposes of the REMIC Provisions.
“Class
R
Certificate”: Any one of the Class R Certificates executed, authenticated and
delivered by the Trustee, substantially in the form annexed hereto as Exhibit
A-R and evidencing the ownership of the Class R-I Interest, the Class R-II
Interest, the Class R-III Interest and the Class R-IV Interest.
“Class
R-I Interest”: The uncertificated Residual Interest in REMIC I.
“Class
R-II Interest”: The uncertificated Residual Interest in REMIC II.
“Class
R-III Interest”: The uncertificated Residual Interest in REMIC III.
“Class
R-IV Interest”: The uncertificated Residual Interest in REMIC IV.
“Class
R-V Interest”: The uncertificated Residual Interest in REMIC V.
“Class
R-VI Interest”: The uncertificated Residual Interest in REMIC VI.
“Class
R-VII Interest”: The uncertificated Residual Interest in REMIC VII.
“Class
R-X Certificate”: Any one of the Class R-X Certificates executed by the Trustee
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-R-X and evidencing the ownership of
the
Class R-V Interest, the Class R-VI Interest and the Class R-VII
Interest.
“Closing
Date”: March 29, 2006.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collection
Account”: The account or accounts created and maintained by the Master Servicer
pursuant to Section 3.04(a), which shall be entitled “Ameriquest Mortgage
Company, as Master Servicer for Deutsche Bank National Trust Company, as
Trustee, in trust for the registered holders of Argent Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2006-W3.” The Collection Account
must be an Eligible Account.
“Combined
Loan-to-Value Ratio”: As of any date of determination, and with respect to
second lien Mortgage Loans, the fraction, expressed as a percentage, the
numerator of which is (i) the sum of (a) the outstanding principal balance
of
the related first-lien mortgage loan plus (b) the Stated Principal Balance
of
the related second-lien mortgage loan and the denominator of which is (ii)
the
Value of the related Mortgaged Property.
“Commission”:
The Securities and Exchange Commission.
“Compensating
Interest”: As defined in Section 4.03(e) hereof.
“Corporate
Trust Office”: The principal corporate trust office of the Trustee at which at
any particular time its corporate trust business in connection with this
Agreement shall be administered, which office at the date of the execution
of
this instrument is located at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx
00000-0000, or at such other address as the Trustee may designate from time
to
time by notice to the Certificateholders, the Depositor and the Master
Servicer.
“Corresponding
Certificate”: With respect to each REMIC III Regular Interest as
follows:
|
REMIC
III Regular Interest
|
Class
|
|
REMIC
III Regular Interest III-LTA1
|
A-1
|
|
REMIC
III Regular Interest III-LTA2A
|
A-2A
|
|
REMIC
III Regular Interest III-LTA2B
|
A-2B
|
|
REMIC
III Regular Interest III-LTA2C
|
A-2C
|
|
REMIC
III Regular Interest III-LTA2D
|
A-2D
|
|
REMIC
III Regular Interest III-LTM1
|
M-1
|
|
REMIC
III Regular Interest III-LTM2
|
M-2
|
|
REMIC
III Regular Interest III-LTM3
|
M-3
|
|
REMIC
III Regular Interest III-LTM4
|
M-4
|
|
REMIC
III Regular Interest III-LTM5
|
M-5
|
|
REMIC
III Regular Interest III-LTM6
|
M-6
|
|
REMIC
III Regular Interest III-LTM7
|
M-7
|
|
REMIC
III Regular Interest III-LTM8
|
M-8
|
|
REMIC
III Regular Interest III-LTM9
|
M-9
|
|
REMIC
III Regular Interest III-LTM10
|
M-10
|
|
REMIC
III Regular Interest III-LTM11
|
M-11
|
|
REMIC
III Regular Interest III-LTP
|
P
|
“Credit
Enhancement Percentage”: For any Distribution Date and the Class A Certificates
and any Class of Mezzanine Certificates, the percentage equivalent of a
fraction, calculated after taking into account distribution of the Group
I
Principal Distribution Amount and the Group II Principal Distribution Amount
to
the Certificates then entitled to distributions of principal on such
Distribution Date, the numerator of which is the sum of the aggregate
Certificate Principal Balance of the Classes of Certificates with a lower
distribution priority than such Class, and the denominator of which is the
sum
of (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) and (ii) the amounts on deposit in the Pre-Funding Accounts, exclusive
of investment earnings therein.
“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 (reduced by the aggregate amount of Subsequent Recoveries
received from the Cut-off Date through the last day of the related Due Period)
and the denominator of which is the sum of (i) the aggregate Stated Principal
Balance of the Initial Mortgage Loans as of the Cut-off Date and (ii) the
Original Pre-Funded Amounts.
“Custodian”:
A Custodian, which shall initially be Deutsche Bank National Trust
Company.
“Cut-off
Date”: With respect to any Initial Mortgage Loan, the close of business on March
1, 2006. With respect to any Subsequent Mortgage Loan, the close of business
on
first day of the month in which the related Subsequent Transfer Date occurs.
With respect to all Qualified Substitute Mortgage Loans, their respective
dates
of substitution. References herein to the “Cut-off Date,” when used with respect
to more than one Mortgage Loan, shall be to the respective Cut-off Dates
for
such Mortgage Loans.
“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 5.01(b).
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified
Substitute Mortgage Loan.
“Delinquency
Percentage”: With respect to any Distribution Date, the percentage equivalent of
a fraction, the numerator of which is the aggregate Stated Principal Balance
of
all Mortgage Loans as of the last day of the previous calendar month that,
as of
such last day of the previous calendar month, are 60 or more days delinquent
(measured under the OTS delinquency calculation methodology and with respect
to
modifications, measured as set forth below), are in foreclosure, have been
converted to REO Properties or have been discharged by reason of bankruptcy,
and
the denominator of which is the sum of (i) the aggregate Stated Principal
Balance of the Mortgage Loans and REO Properties as of the last day of the
previous calendar month and (ii) any amounts on deposit in the Pre-Funding
Accounts as of such last calendar day; provided, however, that any Mortgage
Loan
purchased by the Master Servicer or the NIMS Insurer pursuant to Section
3.16
shall not be included in either the numerator or the denominator for purposes
of
calculating the Delinquency Percentage.
“Depositor”:
Argent Securities Inc., a Delaware corporation, or its successor in
interest.
“Depository”:
The Depository Trust Company, or any successor Depository hereafter named.
The
nominee of the initial Depository, for purposes of registering those
Certificates that are to be Book-Entry Certificates, is Cede & Co. 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 and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Exchange
Act.
“Depository
Institution”: Any depository institution or trust company, including the
Trustee, that (a) is incorporated under the laws of the United States of
America
or any State thereof, (b) is subject to supervision and examination by federal
or state banking authorities and (c) has outstanding unsecured commercial
paper
or other short-term unsecured debt obligations that are rated “P-1” by Xxxxx’x,
“F-1” by Fitch and “A-1” by S&P (or comparable ratings if Xxxxx’x, Fitch and
S&P are not the Rating Agencies).
“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 each Distribution Date, the 10th
day of
the calendar month in which such Distribution Date occurs or, if such
10th
day is
not a Business Day, the Business Day immediately preceding such 10th
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 REMIC I other than through an Independent
Contractor; provided, however, that the Trustee (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 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”: Any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for Xxxxxxx Mac, a majority of its board of directors is not selected by
such
governmental unit), (ii) any foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers’ cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including
the tax
imposed by Section 511 of the Code on unrelated business taxable income),
(iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C)
of
the Code, (v) an “electing large partnership” and (vi) any other Person so
designated by the Trustee based upon an Opinion of Counsel that the holding
of
an Ownership Interest in a Residual Certificate by such Person may cause
any
Trust REMIC or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal
tax
imposed under the Code that would not otherwise be imposed but for the Transfer
of an Ownership Interest in a Residual Certificate to such Person. The terms
“United States,” “State” and “international organization” shall have the
meanings set forth in Section 7701 of the Code or successor
provisions.
“Distribution
Account”: The trust account or accounts created and maintained by the Trustee
pursuant to Section 3.04(e), which shall be entitled “Deutsche Bank National
Trust Company, as Trustee, in trust for the registered Holders of Argent
Securities Inc., Asset-Backed Pass-Through Certificates, Series 2006-W3.” The
Distribution Account must be an Eligible Account.
“Distribution
Date”: The 25th
day of
any month, or if such 25th
day is
not a Business Day, the next succeeding Business Day, commencing in April
2006.
“Due
Date”: With respect to each Distribution Date, the first day of the calendar
month in which such Distribution Date occurs, which is the day of the month
on
which the Monthly Payment is due on a Mortgage Loan, exclusive of any days
of
grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the month immediately preceding the month in which such
Distribution Date occurs and ending on the related Due Date.
“Eligible
Account”: Any of (i) an account or accounts maintained with a Depository
Institution or trust company the short-term unsecured debt obligations of
which
are rated “F-1” by Fitch, “P-1” by Xxxxx’x and “A-1+” by S&P (or comparable
ratings if Fitch, Xxxxx’x and S&P 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 or (iii) a trust account
or
accounts maintained with the corporate trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity. Eligible Accounts may bear interest.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Escrow
Account”: The account or accounts created and maintained pursuant to Section
3.04(c).
“Escrow
Payments”: The amounts constituting taxes, and/or fire and hazard insurance
premiums escrowed by the Mortgagor with the mortgagee pursuant to a voluntary
escrow agreement related to any Mortgage Loan.
“Estate
in Real Property”: A fee simple estate or leasehold estate in a parcel of
land.
“Excess
Overcollateralized Amount”: With respect to the Class A Certificates and the
Mezzanine Certificates and any Distribution Date, the excess, if any, of
(i) the
Overcollateralized Amount for such Distribution Date (calculated for this
purpose only after assuming that 100% of the Principal Remittance Amount
on such
Distribution Date has been distributed) over (ii) the Overcollateralization
Target Amount for such Distribution Date.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended.
“Expense
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 (or the Mortgage Rate
for
such Mortgage Loan in the case of any Fixed-Rate Mortgage Loan) as of the
first
day of the month preceding the month in which the Distribution Date occurs
minus
the sum of (i) the Trustee Fee Rate and (ii) the Servicing Fee
Rate.
“Expense
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 thereon as of the first day of the
month
preceding the month in which the Distribution Date occurs minus the sum of
(i)
the Trustee Fee Rate and (ii) the Servicing Fee Rate.
“Extraordinary
Trust Fund Expense”: Any amounts reimbursable to the Trustee, or any director,
officer, employee or agent of the Trustee, from the Trust Fund pursuant to
Section 8.05, any amounts payable from the Distribution Account in respect
of
taxes pursuant to Section 10.01(g)(iii) and any amounts payable by the Trustee
for the recording of the Assignments pursuant to Section 2.01.
“Xxxxxx
Mae”: Xxxxxx Xxx, formally known as the Federal National Mortgage Association,
or any successor thereto.
“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 Seller,
the Depositor or the Master Servicer pursuant to or as contemplated by Section
2.03, Section 3.16(a) or Section 9.01), a determination made by the Master
Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments
or
recoveries which the Master Servicer, in its reasonable good faith judgment,
expects to be finally recoverable in respect thereof have been so recovered.
The
Master Servicer shall maintain records, prepared by a Servicing Officer,
of each
Final Recovery Determination made thereby.
“Final
Stated Maturity Date”: The Distribution Date occurring in May 2036.
“Fitch”:
Fitch Ratings, or its successor in interest.
“Fixed-Rate
Certificates”: None.
“Fixed-Rate
Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage Loan
Schedule as having a fixed Mortgage Rate.
“Fixed
Swap Payment”: With respect to any Distribution Date, an amount equal to the
Fixed Rate Payer Payment Amount, as defined in the Interest Rate Swap
Agreement.
“Floating
Swap Payment”: With respect to any Swap Payment Date, a floating amount equal to
the product of (i) LIBOR (as determined pursuant to the Interest Rate Swap
Agreement for such Swap Payment Date), (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 Swap Payment Date to but excluding the current Swap Payment
Date
(or, for the first Swap Payment Date, the actual number of days elapsed from
the
Closing Date to but excluding the first Swap Payment Date), and the denominator
of which is 360.
“Formula
Rate”: For any Distribution Date and each Class of Adjustable-Rate Certificates,
the lesser of (i) One-Month
LIBOR plus the related Certificate Margin and (ii) the related Maximum Cap
Rate.
“Xxxxxxx
Mac”: Xxxxxxx Mac, formally known as the Federal Home Loan Mortgage Corporation,
or any successor thereto.
“Funding
Period”: The period beginning on the Closing Date and ending on the earlier of
the date on which (a) the amount on deposit in the Pre-Funding Accounts is
reduced to $100,000 or (b) 2:00 p.m. New York City time on April 15,
2006.
“Gross
Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the Index
on
each Adjustment Date in accordance with the terms of the related Mortgage
Note
to determine the Mortgage Rate for such Adjustable-Rate Mortgage
Loan.
“Group
I
Allocation Percentage”: With respect to the Group I Certificates and any
Distribution Date, the percentage equivalent of a fraction, the numerator
of
which is (x) the Group I Principal Remittance Amount for such Distribution
Date
and the denominator of which is (y) the Principal Remittance Amount for such
Distribution Date.
“Group
I
Certificates”: The Class A-1 Certificates.
“Group
I
Interest Coverage Account”: The account established and maintained pursuant to
Section 4.08, which account contains an amount, to be paid by the Depositor
to
the Trustee on the Closing Date, that equals $0.00.
“Group
I
Interest Remittance Amount”: With respect to any Distribution Date, that portion
of the Available Funds for such Distribution Date that represents interest
received or advanced on the Group I Mortgage Loans, minus an
amount
equal to the Group I Net WAC Allocation Percentage of any Net
Swap
Payment or Swap Termination Payment (other than termination payments resulting
from a Swap Provider Trigger Event) paid to the Interest Rate Swap
Provider.
“Group
I
Mortgage Loan”: A Mortgage Loan assigned to Loan Group I. All Group I Mortgage
Loans have a principal balance at origination that conforms to Xxxxxxx Mac
loan
limits.
“Group
I
Net WAC Allocation Percentage”: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which will be (x) the
aggregate principal balance of the Group I 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 any amount remaining on deposit in the Group I Pre-Funding Account
and the denominator of which will be (y) the aggregate 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 any amounts remaining on deposit
in
the Pre-Funding Accounts.
“Group
I
Pre-Funding Account”: The account established and maintained pursuant to Section
4.07.
“Group
I
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the principal portion of each Monthly Payment on the Group I Mortgage
Loans due during the related Due Period, to the extent received on or prior
to
the related Determination Date or advanced prior to such Distribution Date;
(ii)
the Stated Principal Balance of any Group I Mortgage Loan that was purchased
during the related Prepayment Period pursuant to or as contemplated by Section
2.03, Section 3.16(a) or Section 9.01 and the amount of any shortfall deposited
in the Collection Account in connection with the substitution of a Deleted
Mortgage Loan in Loan Group I pursuant to Section 2.03 during the related
Prepayment Period; (iii) the principal portion of all other unscheduled
collections (including, without limitation, Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
Amortization) received during the related Prepayment Period on the Group
I
Mortgage Loans, net of any portion thereof that represents a recovery of
principal for which an Advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date; (iv) with respect
to
the Distribution Date immediately following the end of the Funding Period,
any
amounts remaining in the Group I Pre-Funding Account after giving effect
to the
purchase of any Subsequent Group I Mortgage Loans and (v) the Group I Allocation
Percentage of the amount of any Overcollateralization Increase Amount for
such
Distribution Date; minus
(v) the
Group I Allocation Percentage of the amount of any Overcollateralization
Reduction Amount for such Distribution Date. In no event shall the Group
I
Principal Distribution Amount with respect to any Distribution Date be (x)
less
than zero or (y) greater than the then outstanding aggregate Certificate
Principal Balance of the Class A and Mezzanine Certificates.
“Group
I
Principal Remittance Amount”: With respect to any Distribution Date, the sum of
the amounts described in clauses (i) through (iv) of the definition of Group
I
Principal Distribution Amount.
“Group
II
Allocation Percentage”: With respect to the Group II Certificates and any
Distribution Date, the percentage equivalent of a fraction, the numerator
of
which is (x) the Group II Principal Remittance Amount for such Distribution
Date
and the denominator of which is (y) the Principal Remittance Amount for such
Distribution Date.
“Group
II
Certificates”: The Class A-2A, Class A-2B, Class A-2C and Class A-2D
Certificates.
“Group
II
Interest Coverage Account”: The account established and maintained pursuant to
Section 4.08, which account contains an amount, to be paid by the Depositor
to
the Trustee on the Closing Date, that equals $0.00.
“Group
II
Interest Remittance Amount”: With respect to any Distribution Date, that portion
of the Available Funds for such Distribution Date that represents interest
received or advanced on the Group II Mortgage Loans, minus an
amount
equal to the Group II Net WAC Allocation Percentage of any Net
Swap
Payment or Swap Termination Payment (other than termination payments resulting
from a Swap Provider Trigger Event) paid to the Interest Rate Swap
Provider.
“Group
II
Mortgage Loan”: A Mortgage Loan assigned to Loan Group II, all with a principal
balance at origination that may or may not conform to Xxxxxx Mae or Xxxxxxx
Mac
loan limits.
“Group
II
Net WAC Allocation Percentage”: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which will be (x) the
aggregate principal balance of the Group II 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 any amount remaining on deposit in the Group II Pre-Funding Account
and the denominator of which will be (y) the aggregate 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 any amounts remaining on deposit
in
the Pre-Funding Accounts.
“Group
II
Pre-Funding Account”: The account established and maintained pursuant to Section
4.07.
“Group
II
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the principal portion of each Monthly Payment on the Group II Mortgage
Loans due during the related Due Period, to the extent received on or prior
to
the related Determination Date or advanced prior to such Distribution Date;
(ii)
the Stated Principal Balance of any Group II Mortgage Loan that was purchased
during the related Prepayment Period pursuant to or as contemplated by Section
2.03, Section 3.16(a) or Section 9.01 and the amount of any shortfall deposited
in the Collection Account in connection with the substitution of a Deleted
Mortgage Loan in Loan Group II pursuant to Section 2.03 during the related
Prepayment Period; (iii) the principal portion of all other unscheduled
collections (including, without limitation, Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
Amortization) received during the related Prepayment Period on the Group
II
Mortgage Loans, net of any portion thereof that represents a recovery of
principal for which an Advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date; (iv) with respect
to
the Distribution Date immediately following the end of the Funding Period,
any
amounts remaining in the Group II Pre-Funding Account after giving effect
to the
purchase of any Subsequent Group II Mortgage Loans and (v) the Group II
Allocation Percentage of the amount of any Overcollateralization Increase
Amount
for such Distribution Date; minus
(v) the
Group II Allocation Percentage of the amount of any Overcollateralization
Reduction Amount for such Distribution Date. In no event shall the Group
II
Principal Distribution Amount with respect to any Distribution Date be (x)
less
than zero or (y) greater than the then outstanding aggregate Certificate
Principal Balance of the Class A and Mezzanine Certificates.
“Group
II
Principal Remittance Amount”: With respect to any Distribution Date, the sum of
the amounts described in clauses (i) through (iv) of the definition of Group
II
Principal Distribution Amount.
“Highest
Priority”: As of any date of determination, the Class of Mezzanine Certificates
then outstanding with a Certificate Principal Balance greater than zero,
with
the highest priority for payments pursuant to Section 4.01, in the following
order of decreasing priority: the Class M-1 Certificates, the Class M-2
Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the
Class
M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates,
the
Class M-8 Certificates, the Class M-9 Certificates and the Class M-10
Certificates.
“HOEPA”:
The Home Ownership and Equity Protection Act of 1994.
“Indenture”:
An indenture relating to the issuance of notes secured by all or a portion
of
the Class CE Certificates, the Class P Certificates and/or the Residual
Certificates, which may or may not be guaranteed by the NIMS
Insurer.
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, the Master Servicer, the Seller and their
respective Affiliates, (b) does not have any direct financial interest in
or any
material indirect financial interest in the Depositor, the Seller, the Master
Servicer or any Affiliate thereof, and (c) is not connected with the Depositor,
the Seller, the Master 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, the Seller, the Master 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 Master Servicer or any
Affiliate thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Master Servicer) that would
be an “independent contractor” with respect to REMIC I 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 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 Master Servicer)
if the Trustee has received an Opinion of Counsel to the effect that the
taking
of any action in respect of any REO Property by such Person, subject to any
conditions therein specified, that is otherwise herein contemplated to be
taken
by an Independent Contractor shall 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 each related Adjustment
Date, the average of the interbank offered rates for six-month United States
dollar deposits in the London market as published in The
Wall Street Journal
and as
most recently available as of the first business day 45 days or more prior
to
such Adjustment Date, as specified in the related Mortgage Note.
“Initial
Group I Mortgage Loan”: Any of the Group I Mortgage Loans included in the Trust
Fund as of the Closing Date.
“Initial
Group II Mortgage Loan”: Any of the Group II Mortgage Loans included in the
Trust Fund as of the Closing Date.
“Initial
Mortgage Loan”: Any of the Initial Group I Mortgage Loans or Initial Group II
Mortgage Loans.
“Insurance
Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy
covering a Mortgage Loan to the extent such proceeds are not to be applied
to
the restoration of the related Mortgaged Property or released to the Mortgagor
in accordance with the procedures that the Master 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
Accrual Period”: With respect to any Distribution Date and the Adjustable-Rate
Certificates, the period commencing on the Distribution Date in the month
immediately preceding the month in which such Distribution Date occurs (or,
in
the case of the first Distribution Date, commencing on the Closing Date)
and
ending on the day preceding such Distribution Date. With respect to any
Distribution Date and the Class CE Certificates and the REMIC II Regular
Interests, the one-month period ending on the last day of the calendar month
preceding the month in which such Distribution Date occurs.
“Interest
Carry Forward Amount”: With respect to any Distribution Date and any Class of
Class A Certificates or Mezzanine Certificates, the sum of (i) the amount,
if
any, by which (a) the Interest Distribution Amount for such Class of
Certificates as of the immediately preceding Distribution Date exceeded (b)
the
actual amount distributed on such Class of Certificates in respect of interest
on such immediately preceding Distribution Date and (ii) the amount of any
Interest Carry Forward Amount for such Class of Certificates remaining
undistributed from the previous Distribution Date, plus accrued interest
thereon
calculated at the related Pass-Through Rate for the most recently ended Interest
Accrual Period.
“Interest
Determination Date”: With respect to the Adjustable-Rate Certificates, and
solely for purposes of calculating the Marker Rate, REMIC III Regular Interest
III-LTA1, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest
III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest
III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest
III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest
III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest
III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest
III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest
III-LTM10 and REMIC III Regular Interest III-LTM11 and any Interest Accrual
Period therefor (other than the first Interest Accrual Period), the second
LIBOR
Business Day preceding the commencement of such Interest Accrual
Period.
“Interest
Distribution Amount”: With respect to any Distribution Date and any Class of
Class A Certificates or Mezzanine Certificates and the Class CE Certificates,
the aggregate Accrued Certificate Interest on the Certificates of such Class
for
such Distribution Date.
“Interest
Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross
Border) dated as of March 29, 2006 (together with the schedule thereto, the
Master Agreement) between the Interest Rate Swap Provider and the Trustee,
an
ISDA Credit Support Annex (Bilateral Form-New York Law) as of the same date,
which supplements, forms part of, and is subject to the Master Agreement,
and a
confirmation of the same date, which supplements and forms part of the Master
Agreement, reference #N458340N.
“Interest
Rate Swap Provider”: Deutsche Bank AG, New York Branch or any successor under
the Interest Rate Swap Agreement.
“Late
Collections”: With respect to any Mortgage Loan and any Due Period, all amounts
received subsequent to the Determination Date immediately following such
Due
Period, whether as late payments of Monthly Payments or as Insurance Proceeds,
Liquidation Proceeds, Subsequent Recoveries 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 for such Due Period and not previously recovered.
“LIBOR
Business Day”: Any day on which banks in the City of London and the City of New
York are open and conducting transactions in United States dollars.
“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 REMIC I by
reason of its being purchased, sold or replaced pursuant to or as contemplated
by Section 2.03, Section 3.16(a) or Section 9.01. 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 REMIC
I
by reason of its being purchased pursuant to Section 9.01.
“Liquidation
Proceeds”: The amount (other than Insurance Proceeds or amounts received in
respect of the rental of any REO Property prior to REO Disposition) received
by
the Master 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 through 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 3.13, Section 3.16(a) or Section 9.01.
“Loan
Group”: Loan Group I or Loan Group II, as the context requires.
“Loan
Group I”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group I.
“Loan
Group II”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group II.
“Loan-to-Value
Ratio”: As of any date of determination, the fraction, expressed as a
percentage, the numerator of which is the Stated Principal Balance of the
related Mortgage Loan at such date and the denominator of which is the Value
of
the related Mortgaged Property.
“Loss
Mitigation Action Plan”: The policies and procedures set forth in Exhibit I
hereto relating to the realization on delinquent Mortgage Loans, which are
incorporated by reference into this Agreement and shall be deemed a part
hereof.
“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 Seller 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 Fund against any loss, cost or
liability resulting from the failure to deliver the original Mortgage Note,
in
the form of Exhibit B hereto.
“Marker
Rate”: With respect to the Class CE Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the REMIC III
Remittance Rate for REMIC III Regular Interest II-LTA1, REMIC III Regular
Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular
Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular
Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular
Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular
Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular
Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular
Interest II-LTM9, REMIC III Regular Interest III-LTM10, REMIC III Regular
Interest III-LTM11 and REMIC III Regular Interest III-LTZZ, with the rate
on
each such REMIC III Regular Interest (other than REMIC III Regular Interest
II-LTZZ) subject to the lesser of (i) LIBOR plus the related Certificate
Margin
and (ii) the related Net WAC Pass-Through Rate for the purpose of this
calculation for such Distribution Date and with the rate on REMIC III Regular
Interest II-LTZZ subject to a cap of zero for the purpose of this calculation;
provided, however, that solely for this purpose, calculations of the REMIC
III
Remittance Rate and the related caps with respect to REMIC III Regular
Interest
II-LTA1, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest
III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest
III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest
III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest
III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest
III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest
III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest
III-LTM10 and REMIC III Regular Interest III-LTM11 shall be multiplied
by a
fraction, the numerator of which is the actual number of days in the Interest
Accrual Period and the denominator of which is 30.
“Master
Servicer”: Ameriquest Mortgage Company or any successor master servicer
appointed as herein provided, in its capacity as Master Servicer
hereunder.
“Master
Servicer Event of Default”: One or more of the events described in Section
7.01.
“Master
Servicer Prepayment Charge Payment Amount”: The amounts payable by the Master
Servicer pursuant to Section 2.03(b) in respect of any waived (or, with respect
to subsequent changes of law, any unenforceable) Prepayment
Charges.
“Master
Servicer Remittance Date”: With respect to any Distribution Date, 3:00 p.m. New
York time on the last Business Day preceding such Distribution
Date.
“Master
Servicer Reporting Date”: With respect to any Distribution Date, 3:00 p.m. New
York time on the 18th
day of
the calendar month in which such Distribution Date occurs or, if such
18th
day is
not a Business Day, the Business Day immediately succeeding such 18th
day.
“Master
Servicer Termination Test”: With respect to any Distribution Date, the Master
Servicer Termination Test shall be failed if the Cumulative Loss Percentage
exceeds the level specified below for the applicable period:
|
Months
(following the Closing Date)
|
Cumulative
Loss (%)
|
|
37-48
|
4.75
|
|
49-60
|
6.25
|
|
61-72
|
7.50
|
|
73
and thereafter
|
8.00
|
“Maximum
Cap Rate”: For any Distribution Date with respect to the Group I Certificates, a
per annum rate equal to the sum of (i) the product of (x) the weighted average
of the Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage
Loans, weighted on the basis of the outstanding Stated Principal Balances
of the
Group I Mortgage Loans as of the first day of the month preceding the month
of
such Distribution Date (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) any amount on deposit in the Group I Pre-Funding Account minus an
amount, expressed as a percentage, equal to the Net Swap Payment and Swap
Termination Payment, if any (other than termination payments resulting from
a
Swap Provider Trigger Event), due by the Trust to the Interest Rate Swap
Provider for such Distribution Date, divided by the aggregate Stated Principal
Balance of the Mortgage Loans, multiplied by 12 and (y) a fraction, the
numerator of which is 30 and the denominator of which is the actual number
of
days elapsed in the related Interest Accrual Period and (ii) an amount,
expressed as a percentage, equal to a fraction, the numerator of which is
equal
to the Net Swap Payment made by the Interest Rate Swap Provider and the
denominator of which is equal to the aggregate Stated Principal Balance of
the
Mortgage Loans, multiplied by 12.
For
any
Distribution Date with respect to the Group II Certificates, a per annum
rate
equal to the sum of (i) the product of (x) the weighted average of the Expense
Adjusted Net Maximum Mortgage Rates of the Group II Mortgage Loans, weighted
on
the basis of the outstanding Stated Principal Balances of the Group II Mortgage
Loans as of the first day of the month preceding the month of such Distribution
Date (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) any
amount on deposit in the Group II Pre-Funding Account minus an amount, expressed
as a percentage, equal to the Net Swap Payment and Swap Termination Payment,
if
any (other than termination payments resulting from a Swap Provider Trigger
Event), due by the Trust to the Interest Rate Swap Provider for such
Distribution Date, divided by the aggregate Stated Principal Balance of the
Mortgage Loans, multiplied by 12 and (y) a fraction, the numerator of which
is
30 and the denominator of which is the actual number of days elapsed in the
related Interest Accrual Period and (ii) an amount, expressed as a percentage,
equal to a fraction, the numerator of which is equal to the Net Swap Payment
made by the Interest Rate Swap Provider and the denominator of which is equal
to
the aggregate Stated Principal Balance of the Mortgage Loans, multiplied
by
12.
For
any
Distribution Date with respect to the Mezzanine Certificates, a per annum
rate
equal to the sum of (i) the product of (x) the weighted average (weighted
on the
basis of the results of subtracting from the aggregate Stated Principal Balance
of the applicable Loan Group, the current Certificate Principal Balance of
the
related Class A Certificates) of the weighted average of the Expense Adjusted
Net Maximum Mortgage Rates of the Group I Mortgage Loans and the Group II
Mortgage Loans, in each case, weighted on the basis of the outstanding Stated
Principal Balances of the related Mortgage Loans as of the first day of the
month preceding the month of such Distribution Date (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 (y) a fraction, the numerator of which
is 30
and the denominator of which is the actual number of days elapsed in the
related
Interest Accrual Period and (ii) an amount, expressed as a percentage, equal
to
a fraction, the numerator of which is equal to the Net Swap Payment made
by the
Interest Rate Swap Provider and the denominator of which is equal to the
aggregate Stated Principal Balance of the Mortgage Loans, multiplied by
12.
“Maximum
III-LTZZ Uncertificated Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (i) accrued interest at the REMIC III
Remittance Rate applicable to REMIC III Regular Interest III-LTZZ for such
Distribution Date on a balance equal to the Uncertificated Balance of REMIC
II
Regular Interest III-LTZZ minus the REMIC III Overcollateralization Amount,
in
each case for such Distribution Date, over (ii) the Uncertificated Interest
on
REMIC III Regular Interest III-LTA1, REMIC III Regular Interest III-LTA2A,
REMIC
III Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC
III
Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC
III
Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III
Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III
Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III
Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III
Regular Interest III-LTM10 and REMIC III Regular Interest III-LTM11 for
such
Distribution Date, with the rate on each such REMIC III Regular Interest
subject
to a cap equal to the lesser of (i) LIBOR plus the related Certificate
Margin
and (ii) the related Net WAC Pass-Through Rate; provided, however, that
solely
for this purpose, calculations of the REMIC III Remittance Rate and the
related
caps with respect to REMIC III Regular Interest III-LTA1, REMIC III Regular
Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular
Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular
Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular
Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular
Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular
Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular
Interest III-LTM9, REMIC III Regular Interest III-LTM10 and REMIC III Regular
Interest III-LTM11 shall be multiplied by a fraction, the numerator of
which is
the actual number of days in the Interest Accrual Period and the denominator
of
which is 30.
“Maximum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage
Rate
thereunder.
“Mezzanine
Certificate”: Any one of 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 and Class M-11 Certificates.
“Minimum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage
Rate
thereunder.
“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 and (ii) 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 Master
Servicer pursuant to Section 3.02; and (c) on the assumption that all other
amounts, if any, due under such Mortgage Loan are paid when due.
“Monthly
Statement”: As defined in Section 4.02.
“Xxxxx’x”:
Xxxxx’x Investors Service, Inc., or its successor in interest.
“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien or
second
lien on 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) of this Agreement, as held from time to time
as
a part of REMIC I, the Mortgage Loans so held being identified in the Mortgage
Loan Schedule.
“Mortgage
Loan Purchase Agreement”: The agreement between the Seller and the Depositor,
regarding the transfer of the Mortgage Loans by the Seller to or at the
direction of the Depositor, substantially in the form of Exhibit D annexed
hereto.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I
on such date, separately identifying the Group I Mortgage Loans and the Group
II
Mortgage Loans, attached hereto as Schedule 1 and as supplemented by each
schedule of Subsequent Mortgage Loans attached to the Subsequent Transfer
Instrument. The Mortgage Loan Schedule shall set forth the following information
with respect to each Mortgage Loan:
|
(1)
|
the
Seller’s Mortgage Loan identifying number;
|
|
(2)
|
[reserved];
|
|
(3)
|
the
state and zip code of the Mortgaged Property;
|
|
(4)
|
a
code indicating whether the Mortgaged Property is
owner-occupied;
|
|
(5)
|
the
type of Residential Dwelling constituting the Mortgaged
Property;
|
|
(6)
|
the
original months to maturity;
|
|
(7)
|
the
Loan-to-Value Ratio or Combined Loan-to-Value Ratio at
origination;
|
|
(8)
|
the
Mortgage Rate in effect immediately following the Cut-off Date
(or the
Subsequent Cut-off Date with respect to a Subsequent Mortgage
Loan);
|
|
(9)
|
the
date on which the first Monthly Payment was due on the Mortgage
Loan;
|
|
(10)
|
the
stated maturity date;
|
|
(11)
|
the
amount of the Monthly Payment due on the first Due Date after the
Cut-off
Date (or the Subsequent Cut-off Date with respect to a Subsequent
Mortgage
Loan);
|
|
(12)
|
the
last Due Date on which a Monthly Payment was actually applied to
the
unpaid Stated Principal Balance;
|
|
(13)
|
the
original principal amount of the Mortgage Loan;
|
|
(14)
|
the
Scheduled Principal Balance of the Mortgage Loan as of the close
of
business on the Cut-off Date (or the Subsequent Cut-off Date with
respect
to a Subsequent Mortgage Loan);
|
|
(15)
|
with
respect to the Adjustable-Rate Mortgage Loans, the Gross
Margin;
|
|
(16)
|
a
code indicating the purpose of the Mortgage Loan (i.e.,
purchase, refinance debt consolidation cashout, or refinance debt
consolidation no cashout);
|
|
(17)
|
with
respect to the Adjustable-Rate Mortgage Loans, the Maximum Mortgage
Rate;
|
|
(18)
|
with
respect to the Adjustable-Rate Mortgage Loans, the Minimum Mortgage
Rate;
|
|
(19)
|
the
Mortgage Rate at origination;
|
|
(20)
|
with
respect to the Adjustable-Rate Mortgage Loans, the Periodic Rate
Cap and
the maximum first Adjustment Date Mortgage Rate
adjustment;
|
|
(21)
|
a
code indicating the documentation program (i.e.,
Full Documentation, Limited Documentation or Stated
Income);
|
|
(22)
|
with
respect to the Adjustable-Rate Mortgage Loans, the first Adjustment
Date
immediately following the Cut-off Date (or the Subsequent Cut-off
Date
with respect to a Subsequent Mortgage Loan);
|
|
(23)
|
the
risk grade;
|
|
(24)
|
the
Value of the Mortgaged Property;
|
|
(25)
|
the
sale price of the Mortgaged Property, if applicable;
|
|
(26)
|
the
FICO score of the primary Mortgagor; and
|
|
(27)
|
[reserved].
|
The
Mortgage Loan Schedule shall set forth the following information with respect
to
the Mortgage Loans by Loan Group and in the aggregate as of the Cut-off Date
(or
the Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan):
(1) the
number of Mortgage Loans; (2) the current Stated Principal Balance of the
Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans;
and (4) the weighted average maturity of the Mortgage Loans. The Mortgage
Loan
Schedule shall be amended from time to time by the Depositor in accordance
with
the provisions of this Agreement. With respect to any Qualified Substitute
Mortgage Loan, the Cut-off Date shall refer to the related Cut-off Date for
such
Mortgage Loan, determined in accordance with the definition of Cut-off Date
herein.
“Mortgage
Note”: The original executed note or other evidence of the indebtedness of a
Mortgagor under a Mortgage Loan.
“Mortgage
Pool”: The pool of Mortgage Loans, identified on Schedule 1 from time to time,
and any REO Properties acquired in respect thereof.
“Mortgage
Rate”: With respect to each 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 (i) with respect to each
Fixed-Rate Mortgage Loan shall remain constant at the rate set forth in the
Mortgage Loan Schedule as the Mortgage Rate in effect immediately following
the
Cut-off Date (or the Subsequent Cut-off Date with respect to a Subsequent
Mortgage Loan) and (ii) with respect to each Adjustable-Rate Mortgage Loan,
(A)
as of any date of determination until the first Adjustment Date following
the
Cut-off Date (or the Subsequent Cut-off Date with respect to a Subsequent
Mortgage Loan) shall be the rate set forth in the Mortgage Loan Schedule
as the
Mortgage Rate in effect immediately following the Cut-off Date (or the
Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan) and (B)
as
of any date of determination thereafter shall be the rate as adjusted on
the
most recent Adjustment Date equal to the sum, rounded to the nearest 0.125%
as
provided in the Mortgage Note, of the Index, as most recently available as
of a
date prior to the Adjustment Date as set forth in the related Mortgage Note,
plus the related Gross Margin; provided that the Mortgage Rate on such
Adjustable-Rate Mortgage Loan on any Adjustment Date shall never be more
than
the lesser of (i) the sum of the Mortgage Rate in effect immediately prior
to
the Adjustment Date plus the related Periodic Rate Cap, if any, and (ii)
the
related Maximum Mortgage Rate, and shall never be less than the greater of
(i)
the Mortgage Rate in effect immediately prior to the Adjustment Date less
the
Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. 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 identified in the related Mortgage as
securing a Mortgage Loan, including any REO Property, consisting of an Estate
in
Real Property improved by a Residential Dwelling (excluding for purposes
of
construing the representations or warranties made in the Mortgage Loan Purchase
Agreement, any improvements thereupon not considered by the appraiser in
determining the Value of such Mortgaged Property).
“Mortgagor”:
The obligor on a Mortgage Note.
“Net
Monthly Excess Cashflow”: With respect to any Distribution Date, the sum of (i)
any Overcollateralization Reduction Amount for such Distribution Date and
(ii)
the excess of (x) the Available Funds for such Distribution Date over (y)
the
sum for such Distribution Date of (A) the Senior Interest Distribution
Amount, (B) the Interest Distribution Amounts payable to the Mezzanine
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
Swap
Payment”: In the case of payments made by the Trust, the excess, if any, of (x)
the Fixed Swap Payment over (y) the Floating Swap Payment, and in the case
of
payments made by the Interest Rate Swap Provider, the excess, if any, of
(x) the
Floating Swap Payment over (y) the Fixed Swap Payment. In each case, the
Net
Swap Payment shall not be less than zero.
“Net
WAC
Pass-Through Rate”: For any Distribution Date with respect to the Group I
Certificates, a per annum rate equal to the product of (x) a
fraction, expressed as a percentage, the numerator of which is the sum of
(i)
the amount of interest which accrued on the Group I Mortgage Loans in the
prior
calendar month minus the Trustee Fee, the Servicing Fee and an amount equal
to
the Group I Net WAC Allocation Percentage of any Net Swap Payments or Swap
Termination Payment, if any (other
than Swap Termination Payments resulting from a Swap Provider Trigger
Event),
payable
by the Trust pursuant
to the Interest Rate Swap Agreement and
(ii)
any
amount withdrawn from the Group I Interest Coverage Account for such
Distribution Date and
the
denominator of which is the sum of (i) the aggregate Stated Principal Balance
of
the Group I Mortgage Loans as of the last day of the immediately preceding
Due
Period (or as of the Cut-off Date with respect to the first Distribution
Date),
after giving effect to principal prepayments received during the related
Prepayment Period and (ii) any amount on deposit in the Group I Pre-Funding
Account,
(y) a
fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Interest Accrual Period and
(z) 12.
For federal income tax purposes for any Distribution Date with respect to
the
REMIC IV Regular Interests the ownership of which is represented by the Group
I
Certificates, the economic equivalent of such rate shall be expressed as
the
weighted average (adjusted for the actual number of days elapsed in the related
Interest Accrual Period) of the REMIC III Remittance Rate on REMIC III Regular
Interest III-LT1GRP, weighted on the basis of the Uncertificated Balance
of such
REMIC III Regular Interest.
For
any
Distribution Date with respect to the Group II Certificates, a per annum
rate
equal to the product of (x) a
fraction, expressed as a percentage, the numerator of which is the sum of
(i)
the amount of interest which accrued on the Group II Mortgage Loans in the
prior
calendar month minus the Trustee Fee, the Servicing Fee and an amount equal
to
the Group II Net WAC Allocation Percentage of any Net Swap Payments or Swap
Termination Payment, if any (other
than Swap Termination Payments resulting from a Swap Provider Trigger
Event),
payable
by the Trust pursuant to the Interest Rate Swap Agreement and (ii)
any
amount withdrawn from the Group II Interest Coverage Account for such
Distribution Date and
the
denominator of which is the sum of (i) the aggregate Stated Principal Balance
of
the Group II Mortgage Loans as of the last day of the immediately preceding
Due
Period (or as of the Cut-off Date with respect to the first Distribution
Date),
after giving effect to principal prepayments received during the related
Prepayment Period and (ii) any amount on deposit in the Group I Pre-Funding
Account,
(y) a
fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Interest Accrual Period and
(z) 12.
For federal income tax purposes for any Distribution Date with respect to
the
REMIC IV Regular Interests the ownership of which is represented by the Group
II
Certificates, the economic equivalent of such rate shall be expressed as
the
weighted average (adjusted for the actual number of days elapsed in the related
Interest Accrual Period) of the REMIC III Remittance Rate on REMIC III Regular
Interest III-LT2GRP, weighted on the basis of the Uncertificated Balance
of such
REMIC III Regular Interest.
For
any
Distribution Date with respect to the Mezzanine Certificates, a per annum
rate
equal to the product of (x) the weighted average (weighted on the basis of
the
results of subtracting from the aggregate Stated Principal Balance of each
Loan
Group the current aggregate Certificate Principal Balance of the related
Class A
Certificates) of the Net WAC Pass-Through Rate for the Group I Certificates
and
the Net WAC Pass-Through Rate for the Group II Certificates and (y) a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days elapsed in the related Interest Accrual Period. For federal income
tax
purposes, for any Distribution Date with respect to the REMIC IV Regular
Interests the ownership of which is represented by the Mezzanine Certificates,
the economic equivalent of such rate shall be expressed as the weighted average
(adjusted for the actual number of days elapsed in the related Interest Accrual
Period) of the REMIC III Remittance Rates on (a) REMIC III Regular Interest
III-LT1SUB, subject to a cap and a floor equal to the weighted average of
the
Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans and (b)
REMIC
III Regular Interest III-LT2SUB, subject to a cap and a floor equal to the
weighted average of the Expense Adjusted Net Mortgage Rates of the Group
II
Mortgage Loans, weighted on the basis of the Uncertificated Balance of each
such
REMIC III Regular Interest.
“Net
WAC
Rate Carryover Amount”: With respect to any Class of Class A Certificates and
the Mezzanine Certificates and any Distribution Date, the sum of (A) the
excess,
if any, of (i) the amount of interest such Certificates would have accrued
for
such Distribution Date had the applicable Pass-Through Rate been calculated
at
the related Formula Rate, over (ii) the amount of interest accrued on such
Certificates at the related Net WAC Pass-Through Rate for such Distribution
Date
and (B) the related 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 applicable for such Class in each case for the Interest
Accrual Period for the current Distribution Date.
“Net
WAC
Rate Carryover Reserve Account”: The Net WAC Rate Carryover Reserve Account
established and maintained pursuant to Section 4.11.
“New
Lease”: Any lease of REO Property entered into on behalf of REMIC I, including
any lease renewed or extended on behalf of REMIC I, if REMIC I has the right
to
renegotiate the terms of such lease.
“NIMS
Insurer”: Any insurer that is guaranteeing certain payments under notes secured
by collateral which includes, among other things, all or a portion of the
Class
CE Certificates, the Class P Certificates and/or the Residual
Certificates.
“Nonrecoverable
Advance”: Any 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
Master Servicer, will not or, in the case of a proposed 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.
“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 Master Servicer, shall 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.
“Non-United
States Person”: Any Person other than a United States Person.
“Notional
Amount”: With respect to the Class CE Interest and any Distribution Date, the
aggregate Uncertificated Balance of the REMIC III Regular Interests (other
than
REMIC III Regular Interest III-IO and REMIC III Regular Interest III-LTP),
immediately prior to such Distribution Date. For federal income tax purposes,
the Class CE Certificates will not have a Notional Amount, but will be entitled
to 100% of amounts distributed in respect of the Class CE Interest.
“Offered
Certificate”: Any one of the Class A Certificates and the Mezzanine Certificates
(other than the Private Mezzanine Certificates) issued under this
Agreement.
“Officers’
Certificate”: With respect to the Depositor, 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. With respect to the Master
Servicer, any officer who is authorized to act for the Master Servicer in
matters relating to this Agreement, and whose action is binding upon the
Master
Servicer, initially including those individuals whose names appear on the
list
of authorized officers delivered at the closing.
“One-Month
LIBOR”: With respect to the Adjustable-Rate Certificates, REMIC III Regular
Interest III-LTA1, REMIC III Regular Interest III-LTA2A, REMIC III Regular
Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular
Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular
Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular
Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular
Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular
Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular
Interest III-LTM10 and REMIC III Regular Interest III-LTM11 and any Interest
Accrual Period therefor, the rate determined by the Trustee on the related
Interest Determination Date on the basis of the offered rate for one-month
U.S.
dollar deposits, as such rate appears on Telerate Page 3750 as of 11:00
a.m.
(London time) on such Interest Determination Date; provided that if such
rate
does not appear on Telerate Page 3750, the rate for such date shall be
determined on the basis of the offered rates of the Reference Banks for
one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such
Interest
Determination Date. In such event, the Trustee shall request the principal
London office of each of the Reference Banks to provide a quotation of
its rate.
If on such Interest Determination Date, two or more Reference Banks provide
such
offered quotations, One-Month LIBOR for the related Interest Accrual Period
shall be the arithmetic mean of such offered quotations (rounded upwards,
if
necessary, to the nearest whole multiple of 1/16%). If on such Interest
Determination Date, fewer than two Reference Banks provide such offered
quotations, One-Month LIBOR for the related Interest Accrual Period shall
be the
higher of (i) LIBOR as determined on the previous Interest Determination
Date
and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if,
under the
priorities described above, LIBOR for an Interest Determination Date would
be
based on LIBOR for the previous Interest Determination Date for the third
consecutive Interest Determination Date, the Trustee shall select, after
consultation with the Depositor and the NIMS Insurer, an alternative comparable
index (over which the Trustee has no control), used for determining one-month
Eurodollar lending rates that is calculated and published (or otherwise
made
available) by an independent party.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be
salaried counsel for the Depositor or the Master Servicer acceptable to the
Trustee, if such opinion is delivered to the Trustee, acceptable to the NIMs
Insurer, if such opinion is delivered to the NIMs Insurer, except that any
opinion of counsel relating to (a) the qualification of any Trust 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 aggregate Stated
Principal Balance of the Mortgage Loans (and properties acquired in respect
thereof) remaining in the Trust Fund is reduced to an amount less than 10%
of
the sum of (i) the aggregate Stated Principal Balance of the Mortgage Loans
as
of the Cut-off Date and (ii) the Original Pre-Funded Amounts.
“Original
Group I Pre-Funded Amount”: The amount deposited by the Depositor in the Group I
Pre-Funding Account on the Closing Date, which amount is
$265,182,667.00.
“Original
Group II Pre-Funded Amount”: The amount deposited by the Depositor in the Group
II Pre-Funding Account on the Closing Date, which amount is
$217,067,333.00.
“Original
Pre-Funded Amounts”: The sum of the Original Group I Pre-Funded Amount and the
Original Group II Pre-Funded Amount.
“Originator”:
Argent Mortgage Company, L.L.C.
“Overcollateralization
Deficiency Amount”: With respect to any Distribution Date, the excess, if any,
of (a) the Overcollateralization Target Amount applicable to such Distribution
Date over (b) the Overcollateralized Amount applicable to such Distribution
Date
(calculated for this purpose only, after assuming that 100% of the Principal
Remittance Amount on such Distribution Date has been distributed).
“Overcollateralization
Increase Amount”: With respect to any Distribution Date, the lesser of (a) the
Overcollateralization Deficiency Amount as of such Distribution Date and
(b) the
Net Monthly Excess Cashflow for such Distribution Date.
“Overcollateralization
Reduction Amount”: With respect to any Distribution Date, an amount equal to the
lesser of (a) the Excess Overcollateralized Amount and (b) the Principal
Remittance Amount.
“Overcollateralization
Target Amount”: With respect to any Distribution Date (i) prior to the Stepdown
Date, 1.75% of the sum of (x) the aggregate Stated Principal Balance of the
Initial Mortgage Loans as of the Cut-off Date and (y) the Original Pre-Funded
Amounts, (ii) on or after the Stepdown Date provided a Trigger Event is not
in
effect, the greater of (x) 3.50% 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 (y) $7,411,248.26, or
(iii)
on or after the Stepdown Date and 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
Class A Certificates and the Mezzanine Certificates to zero, the
Overcollateralization Target Amount shall be zero.
“Overcollateralized
Amount”: With respect to any Distribution Date, the excess, if any, of (a) the
sum of (i) the aggregate Stated Principal Balances of the Mortgage Loans
and REO
Properties immediately following such Distribution Date (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 (ii) the amounts on deposit in the
Pre-Funding Accounts as of the last day of the related Due Period, over (b)
the
sum of the aggregate Certificate Principal Balances of the Class A Certificates,
the Mezzanine 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 any Class A or Mezzanine Certificates and any
Distribution Date, the lesser of (x) the related Formula Rate for such
Distribution Date and (y) the related Net WAC Pass-Through Rate for such
Distribution Date.
With
respect to the Class CE Interest and any Distribution Date, a rate per
annum
equal to the percentage equivalent of a fraction, the numerator of which
is (x)
the sum of (i) 100% of the interest on REMIC III Regular Interest II-LTP
and
(ii) interest on the Uncertificated Balance of each REMIC III Regular Interest
listed in clause (y) at a rate equal to the related REMIC III Remittance
Rate
minus the Marker Rate and the denominator of which is (y) the aggregate
Uncertificated Balance of REMIC
III
Regular Interest III-LTAA, REMIC III Regular Interest III-LTA1, REMIC III
Regular Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC
III
Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC
III
Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III
Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4,
REMIC
III Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC
III
Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III
Regular Interest III-LTM9, REMIC III Regular Interest II-LTM10 REMIC III
Regular
Interest III-LTM11 and REMIC III Regular Interest III-LTZZ.
With
respect to the Class SWAP-IO Interest, the Class 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 REMIC III Regular Interest III-IO for such Distribution Date.
With
respect to the Class CE Certificates, 100% of the interest distributable
to the
Class CE Interest, expressed as a per annum rate.
“Percentage
Interest”: With respect to any Class of Certificates (other than the Residual
Certificates), the undivided percentage ownership in such Class evidenced
by
such Certificate, expressed as a percentage, the numerator of which is the
initial Certificate Principal Balance or Notional Amount represented by such
Certificate and the denominator of which is the aggregate initial Certificate
Principal Balance or Notional Amount of all of the Certificates of such Class.
The
Group
I Certificates are issuable only in minimum Percentage Interests corresponding
to minimum initial Certificate Principal Balances of $100,000 and integral
multiples of $1.00 in excess thereof.
The
Group II Certificates and the Mezzanine Certificates (other than the Private
Mezzanine Certificates) are issuable only in minimum Percentage Interests
corresponding to minimum initial Certificate Principal Balances of $100,000
and
integral multiples of $1.00 in excess thereof. The Private Mezzanine
Certificates are issuable only in minimum Percentage Interests corresponding
to
minimum initial Certificate Principal Balances of $100,000 and integral
multiples of $1.00 in excess thereof. The Class P Certificates are issuable
only
in minimum Percentage Interests corresponding to minimum initial Certificate
Principal Balances of $20 and integral multiples thereof. The Class CE
Certificates are issuable only in minimum Percentage Interests corresponding
to
minimum initial Notional Amount of $10,000 and integral multiples of $1.00
in
excess thereof; provided, however, that a single Certificate of such Class
of
Certificates may be issued having a Percentage Interest corresponding to
the
remainder of the aggregate initial Certificate Principal Balance or Notional
Amount of such Class or to an otherwise authorized denomination for such
Class
plus such remainder. With respect to any Residual Certificate, the undivided
percentage ownership in such Class evidenced by such Certificate, as set
forth
on the face of such Certificate. The Residual Certificates are issuable in
Percentage Interests of 20% and multiples thereof.
“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 by the Depositor, the Master Servicer, the NIMS Insurer, the Trustee
or
any of their respective Affiliates:
(i) 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;
(ii) demand
and time deposits in, certificates of deposit of, or bankers’ acceptances (which
shall each have an original maturity of not more than 90 days and, in the
case
of bankers’ acceptances, shall in no event have an original maturity of more
than 365 days or a remaining maturity of more than 30 days) denominated in
United States dollars and issued by, any Depository Institution;
(iii) repurchase
obligations with respect to any security described in clause (i) above entered
into with a Depository Institution (acting as principal);
(iv) 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 each Rating Agency that rates such securities in its
highest long-term unsecured rating categories at the time of such investment
or
contractual commitment providing for such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not
more
than 30 days after the date of acquisition thereof) that is rated by each
Rating
Agency that rates such securities in its highest short-term unsecured debt
rating available at the time of such investment;
(vi) units
of
money market funds, including money market funds advised by the Trustee or
an
Affiliate thereof, that have been rated “Aaa” by Moody’s, “AAA” by Fitch and
“AAAm” by S&P; and
(vii) if
previously confirmed in writing to the Trustee and consented to by the NIMS
Insurer, any other demand, money market or time deposit, or any other
obligation, security or investment, as may be acceptable to the Rating Agencies
as a permitted investment of funds backing securities having ratings equivalent
to its highest initial rating of the Class A Certificates;
provided,
however, 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 Non-United States Person.
“Person”:
Any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or government or
any
agency or political subdivision thereof.
“Plan”:
Any employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject
to
Section 406 of ERISA or Section 4975 of the Code.
“Pre-Funding
Accounts”: The Group I Pre-Funding Account and the Group II Pre-Funding
Account.
“Prepayment
Assumption”: As defined in the Prospectus Supplement.
“Prepayment
Charge”: With respect to any Prepayment Period, any prepayment premium, fee or
charge payable by a Mortgagor in connection with any full and voluntary
Principal Prepayment pursuant to the terms of the related Mortgage Note as
from
time to time held as a part of the Trust Fund, the Prepayment Charges so
held
being identified in the Prepayment Charge Schedule (other than any Master
Servicer Prepayment Charge Payment Amount).
“Prepayment
Charge Schedule”: As of any date, the list of Prepayment Charges included in the
Trust Fund on such date, attached hereto as Schedule 2 (including the prepayment
charge summary attached thereto) and as supplemented by each schedule of
Subsequent Mortgage Loans attached to the Subsequent Transfer Instrument.
The
Prepayment Charge Schedule shall set forth the following information with
respect to each Prepayment Charge:
|
(i)
|
the
Master Servicer’s Mortgage Loan identifying number;
|
|
(ii)
|
a
code indicating the type of Prepayment Charge;
|
|
(iii)
|
the
date on which the first Monthly Payment was due on the related
Mortgage
Loan;
|
|
(iv)
|
the
term of the related Prepayment Charge;
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(v)
|
the
original Stated Principal Balance of the related Mortgage Loan;
and
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(vi)
|
the
Stated Principal Balance of the related Mortgage Loan as of the
Cut-off
Date (or the related Subsequent Cut-off Date with respect to a
Subsequent
Mortgage Loan).
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The
Prepayment Charge Schedule shall be amended from time to time by the Master
Servicer in accordance with the provisions of this Agreement and a copy of
such
amended Prepayment Charge Schedule shall be furnished by the Master Servicer
to
the NIMS Insurer, if any.
“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 of the calendar
month
in which such Distribution Date occurs and the Determination Date 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 for the number of days commencing on
the
first day of the calendar month in which such Distribution Date occurs and
ending on the last date through which interest is collected from the related
Mortgagor. The Master Servicer may withdraw such Prepayment Interest Excess
from
the Collection Account in accordance with Section 3.05(a)(iv).
“Prepayment
Interest Shortfall”: 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 of the related
Prepayment Period and the last day of the calendar month preceding the month
in
which such Distribution Date occurs, an amount equal to interest at the
applicable Net Mortgage Rate on the amount of such Principal Prepayment for
the
number of days commencing on the day after the last date on which interest
is
collected from the related Mortgagor and ending on the last day of the calendar
month preceding such Distribution Date. The obligations of the Master Servicer
in respect of any Prepayment Interest Shortfall are set forth in Section
4.03(e).
“Prepayment
Period”: With respect to any Distribution Date, the period commencing on the day
after the Determination Date in the calendar month preceding the calendar
month
in which such Distribution Date occurs (or, in the case of the first
Distribution Date, commencing on March 1, 2006) and ending on the Determination
Date of the calendar month in which such Distribution Date occurs.
“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, the sum of the (i)
the Group I Principal Remittance Amount and (ii) the Group II Principal
Remittance Amount.
“Private
Mezzanine Certificates”: The Class M-10 and Class M-11
Certificates.
“Prospectus
Supplement”: The Prospectus Supplement, dated March 15, 2006, relating to the
public offering of the Offered Certificates.
“PTCE”:
A
Prohibited Transaction Class Exemption.
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased
pursuant to or as contemplated by Section 2.03, Section 3.16(a) or Section
9.01,
and as confirmed by an Officers’ Certificate from the Master Servicer 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
9.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on such
Stated
Principal Balance at the applicable Net 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 Master 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 Net 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 Master 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 4.01, (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 Sections 3.05(a)(v)
and 3.16(a) 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
Master Servicer, the NIMS Insurer or the Trustee in respect of the breach
or
defect giving rise to the purchase obligation, as well as any costs and damages
incurred by the Trust Fund in connection with any violation by such loan
of any
predatory or abusive lending law.
“Qualified
Substitute Mortgage Loan”: 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, after
application of all scheduled payments of principal and interest due during
or
prior to the month of substitution, not in excess of the Scheduled 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) with respect to any Adjustable-Rate Mortgage
Loan,
have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the
Deleted Mortgage Loan, (iv) with respect to any Adjustable-Rate Mortgage
Loan,
have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the
Deleted Mortgage Loan, (v) with respect to Adjustable-Rate Mortgage Loan,
have a
Gross Margin equal to the Gross Margin of the Deleted Mortgage Loan, (vi)
with
respect to any 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) have the
same
Due Date as the Due Date on the Deleted Mortgage Loan, (ix) have a Loan-to-Value
Ratio or Combined Loan-to-Value Ratio as of the date of substitution equal
to or
lower than the Loan-to-Value Ratio or Combined Loan-to-Value Ratio of the
Deleted Mortgage Loan as of such date, (x) have a risk grading determined
by the
Seller at least equal to the risk grading assigned on the Deleted Mortgage
Loan,
(xi) have been underwritten or reunderwritten by the Seller or an Affiliate
of
the Seller in accordance with the same underwriting criteria and guidelines
as
the Deleted Mortgage Loan, (xii) have a Prepayment Charge provision at least
equal to the Prepayment Charge provision of the Deleted Mortgage Loan, (xiii)
not be more than 59 or more days delinquent or any additional days delinquent
than the Deleted Mortgage Loan and (xiv) conform to each representation and
warranty set forth in Section 6 of the Mortgage Loan Purchase 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 Balances, the Mortgage Rates described in clause (ii) hereof
shall be determined on the basis of weighted average Mortgage Rates, the
terms
described in clause (vii) hereof shall be determined on the basis of weighted
average remaining terms to maturity, the Loan-to-Value Ratios or Combined
Loan-to-Value Ratios described in clause (ix) hereof shall be satisfied as
to
each such mortgage loan, the risk gradings described in clause (x) 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 (xiv) hereof must be satisfied as to each Qualified Substitute Mortgage
Loan or in the aggregate, as the case may be.
“Rating
Agency” or “Rating Agencies”: Xxxxx’x, Fitch 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 each Mortgage Loan as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i)
the
unpaid Stated Principal Balance of such Mortgage Loan as of the commencement
of
the calendar month in which the Final Recovery Determination was made, plus
(ii)
accrued interest from the Due Date as to which interest was last paid by
the
Mortgagor through the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar month during
such period (A) at an annual rate equal to the annual rate at which interest
was
then accruing on such Mortgage Loan and (B) on a principal amount equal to
the
Stated Principal Balance of such Mortgage Loan as of the close of business
on
the Distribution Date during such calendar month, plus (iii) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan pursuant to Section 3.05(a)(v) and Section 3.12(c), minus (iv) the
proceeds, if any, received in respect of such Mortgage Loan during the calendar
month in which such Final Recovery Determination was made, net of amounts
that
are payable therefrom to the Master Servicer with respect to such Mortgage
Loan
pursuant to Section 3.05(a)(ii). If the Master Servicer receives Subsequent
Recoveries with respect to any Mortgage Loan, the amount of Realized Losses
with
respect to that Mortgage Loan shall be reduced to the extent such recoveries
are
applied to principal distributions on any Distribution Date.
With
respect to any REO Property as to which a Final Recovery Determination has
been
made, an amount (not less than zero) equal to (i) the unpaid Stated Principal
Balance of the related Mortgage Loan as of the date of acquisition of such
REO
Property on behalf of REMIC I, plus (ii) accrued interest from the Due Date
as
to which interest was last paid by the Mortgagor in respect of the related
Mortgage Loan through the end of the calendar month immediately preceding
the
calendar month in which such REO Property was acquired, calculated in the
case
of each calendar month during such period (A) at an annual rate equal to
the
annual rate at which interest was then accruing on the related Mortgage Loan
and
(B) on a principal amount equal to the Stated Principal Balance of the related
Mortgage Loan as of the close of business on the Distribution Date during
such
calendar month, plus (iii) 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 Final Recovery
Determination was made, plus (iv) any amounts previously withdrawn from the
Collection Account in respect of the related Mortgage Loan pursuant to Section
3.05(a)(v) and Section 3.12(c), minus (v) the aggregate of all Advances made
by
the Master Servicer in respect of such REO Property or the related Mortgage
Loan
for which the Master Servicer has been or, in connection with such Final
Recovery Determination, shall be reimbursed pursuant to Section 3.13 out
of
rental income, Insurance Proceeds and Liquidation Proceeds received in respect
of such REO Property, minus (vi) the total of all net rental income, Insurance
Proceeds and Liquidation Proceeds received in respect of such REO Property
that
has been, or in connection with such Final Recovery Determination, shall
be
transferred to the Distribution Account pursuant to Section 3.13.
With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the Stated Principal Balance of the Mortgage
Loan outstanding immediately prior to such Deficient Valuation and the Stated
Principal Balance of the Mortgage Loan as reduced by the Deficient
Valuation.
With
respect to each Mortgage Loan which has become the subject of a Debt Service
Reduction, the portion, if any, of the reduction in each affected Monthly
Payment attributable to a reduction in the Mortgage Rate imposed by a court
of
competent jurisdiction. Each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment.
If
the
Master Servicer receives Subsequent Recoveries with respect to any Mortgage
Loan, the amount of the Realized Loss with respect to that Mortgage Loan
shall
be reduced to the extent such recoveries are applied to principal distributions
on any Distribution Date.
“Record
Date”: With respect to each Distribution Date and any Adjustable-Rate
Certificate that is a Book-Entry Certificate, the Business Day immediately
preceding such Distribution Date. With respect to each Distribution Date
and any
other Class of Certificates, including any Definitive Certificates, the last
Business Day of the month immediately preceding the month in which such
Distribution Date occurs.
“Reference
Banks”: Deutsche Bank, Barclays Bank PLC, The Tokyo Mitsubishi Bank and National
Westminster Bank PLC and their successors in interest; provided, however,
that
if any of the foregoing banks are not suitable to serve as a Reference Bank,
then any leading banks selected by the Trustee (after consultation with the
Depositor and the NIMS Insurer, if any) which are engaged in transactions
in
Eurodollar deposits in the international Eurocurrency market (i) with an
established place of business in London, (ii) not controlling, under the
control
of or under common control with the Depositor or any Affiliate thereof and
(iii)
which have been designated as such by the Trustee.
“Refinanced
Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
the related Mortgaged Property.
“Regular
Certificate”: Any Class A Certificate, Mezzanine Certificate, Class P
Certificate or Class CE Certificate.
“Regular
Interest”: A “regular interest” in a REMIC within the meaning of Section
860G(a)(1) of the Code.
“Relief
Act”: The Servicemembers Civil Relief Act or any applicable state law providing
similar relief.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage
Loan, any reduction in the amount of interest collectible on such Mortgage
Loan
for the most recently ended calendar month as a result of the application
of the
Relief Act.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“REMIC
I”: 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 and Prepayment
Charges 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
Mortgage Loan Purchase Agreement (including any security interest created
thereby) to the extent conveyed pursuant to Section 2.01 and (v) the Collection
Account (other than any amounts representing any Master Servicer Prepayment
Charge Payment Amounts), the Distribution Account (other than any amounts
representing any Master Servicer Prepayment Charge Payment Amounts) 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, REMIC I
specifically excludes any Master Servicer Prepayment Charge Payment Amounts,
the
Pre-Funding Accounts, the Interest Coverage Accounts, any Subsequent Mortgage
Loan Interest, the Net WAC Rate Carryover Reserve Account, the Interest Rate
Swap Agreement, the Swap Account, all payments and other collections of
principal and interest due on the Mortgage Loans on or before the Cut-off
Date
and all Prepayment Charges payable in connection with Principal Prepayments
made
before the Cut-off Date.
“REMIC
I
Regular Interests”: Any one of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a Regular
Interest in REMIC 1. Each REMIC I Regular Interest shall accrue interest
at the
REMIC I Remittance 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 I Regular Interests: REMIC I Regular Interest LT1, REMIC I Regular
Interest LT1PF, REMIC I Regular Interest LT2, REMIC I Regular Interest LT2PF
and
REMIC I Regular Interest LTP.
“REMIC
I
Remittance Rate”: With respect to REMIC I Regular Interest I-LT1 and REMIC I
Regular Interest I-LTP, and (i) for the first Distribution Date, the weighted
average of the per annum rates of interest equal to the Mortgage Rates on
the
Group I Initial Mortgage Loans as of the first day of the month preceding
the
month in which the Distribution Date occurs minus the sum of (a) the Servicing
Fee Rate and (b) the Trustee Fee Rate and (ii) thereafter, the weighted average
of the per annum rates of interest equal to the Mortgage Rates on the Group
I
Mortgage Loans as of the first day of the month preceding the month in which
the
Distribution Date occurs minus the sum of (a) the Servicing Fee Rate and
(b) the
Trustee Fee Rate. With respect to REMIC I Regular Interest I-LT2, and (i)
for
the first Distribution Date, the weighted average of the per annum rates
of
interest equal to the Mortgage Rates on the Group II Initial Mortgage Loans
as
of the first day of the month preceding the month in which the Distribution
Date
occurs minus the sum of (a) the Servicing Fee Rate and (b) the Trustee Fee
Rate,
and (ii) thereafter, the weighted average of the per annum rates of interest
equal to the Mortgage Rates on the Group II Mortgage Loans as of the first
day
of the month preceding the month in which the Distribution Date occurs minus
the
sum of (a) the Servicing Fee Rate and (b) the Trustee Fee Rate, if applicable.
With respect to REMIC I Regular Interest I-LT1PF and (i) the first Distribution
Date, 3.01% and (ii) thereafter, the weighted average of the per annum rates
of
interest equal to the Mortgage Rates on the Group I Mortgage Loans as of
the
first day of the month preceding the month in which the Distribution Date
occurs
minus the sum of (a) the Servicing Fee Rate and (b) the Trustee Fee Rate,
if
applicable. With respect to REMIC I Regular Interest I-LT2PF and (i) the
first
Distribution Date, 3.01% and (ii) thereafter, the weighted average of the
per
annum rates of interest equal to the Mortgage Rates on the Group II Mortgage
Loans as of the first day of the month preceding the month in which the
Distribution Date occurs minus the sum of (a) the Servicing Fee Rate and
(b) the
Trustee Fee Rate.
“REMIC
II
Group I Regular Interests”: REMIC
II
Regular Interest I and REMIC II Regular Interest I-1-A through REMIC I Regular
Interest I-49-B as designated in the Preliminary Statement hereto.
“REMIC
II
Group II Regular Interests”: REMIC II Regular Interest II and REMIC I Regular
Interest II-1-A through REMIC II Regular Interest I-49-B as designated in
the
Preliminary Statement hereto.
“REMIC
II
Regular Interest”: Any of the separate non-certificated beneficial ownership
interests in REMIC II issued hereunder and designated as a Regular Interest
in
REMIC II. Each REMIC II Regular Interest shall accrue interest at the related
REMIC II Remittance 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 Balance as set forth
in the
Preliminary Statement hereto. The designations for the respective REMIC I
Regular Interests are set forth in the Preliminary Statement hereto. The
REMIC I
Regular Interests consist of the REMIC II Group I Regular Interests, the
REMIC
II Group II Regular Interests and REMIC II Regular Interest P.
“REMIC
II
Remittance Rate”: With respect to REMIC II Regular Interest I and REMIC II
Regular Interest P, a per annum rate equal to the weighted average of the
Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans. With respect
to each REMIC II Group I Regular Interest ending with the designation “A”, a per
annum rate equal to the weighted average of the Expense Adjusted Net Mortgage
Rates of the Group I Mortgage Loans multiplied by 2, subject to a maximum
rate
of 10.360%. With respect to each REMIC II Group I 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 Expense Adjusted
Net
Mortgage Rates of the Group I Mortgage Loans over (ii) 10.360% and (y) 0.00%.
With respect to REMIC II Regular Interest II, a per annum rate equal to the
weighted average of the Expense Adjusted Net Mortgage Rates of the Group
II
Mortgage Loans With respect to each REMIC II Group II Regular Interest ending
with the designation “A”, a per annum rate equal to the weighted average of the
Expense Adjusted Net Mortgage Rates of the Group II Mortgage Loans multiplied
by
2, subject to a maximum rate of 10.360%. With respect to each REMIC II Group
II
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 Expense Adjusted Net Mortgage Rates of the Group II Mortgage Loans over
(ii)
10.360% and (y) 0.00%.
“REMIC
II”: The segregated pool of assets described in the Preliminary
Statement.
“REMIC
III Interest Loss Allocation Amount”: With respect to any Distribution Date, an
amount (subject to adjustment based on the actual number of days elapsed
in the
respective Interest Accrual Periods for the indicated Regular Interests for
such
Distribution Date) equal to (a) the product of (i) 50% of the aggregate Stated
Principal Balance of the Mortgage Loans and REO Properties then outstanding
and
(ii) the REMIC III Remittance Rate for REMIC III Regular Interest III-LTAA
minus
the Marker Rate, divided by (b) 12.
“REMIC
III Marker Allocation Percentage”: 50% of any amount payable or loss
attributable from the Mortgage Loans, which shall be allocated to REMIC
III
Regular Interest III-LTAA, REMIC III Regular Interest III-LTA1, REMIC III
Regular Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC
III
Regular Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC
III
Regular Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III
Regular Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III
Regular Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III
Regular Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III
Regular Interest III-LTM9, REMIC III Regular Interest III-LTM10, REMIC
III
Regular Interest III-LTM11, REMIC III Regular Interest III-LTZZ and REMIC
III
Regular Interest III-LTP.
“REMIC
III Overcollateralization Target Amount”: 0.50% of the Overcollateralization
Target Amount.
“REMIC
III Overcollateralized Amount”: With respect to any date of determination, (i)
0.50% of the aggregate Uncertificated Balance of the REMIC II Regular Interests
minus (ii) the aggregate Uncertificated Balance of REMIC III Regular Interest
III-LTA1, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest
III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest
III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest
III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest
III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest
III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest
III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest
III-LTM10, REMIC III Regular Interest III-LTM11, REMIC III Regular Interest
III-LTZZ and REMIC III Regular Interest III-LTP in each case as of such
date of
determination.
“REMIC
III Principal Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to the product of (i) 50% of the aggregate Stated Principal
Balance
of the Mortgage Loans and REO Properties then outstanding and (ii) one
minus a
fraction, the numerator of which is two times the aggregate REMIC III Regular
Interest III-LTA1, REMIC III Regular Interest III-LTA2A, REMIC III Regular
Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular
Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular
Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular
Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular
Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular
Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular
Interest III-LTM10 and REMIC III Regular Interest III-LTM11 and the denominator
of which is the aggregate REMIC III Regular Interest III-LTA1, REMIC III
Regular
Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular
Interest III-LTA2C, REMIC III Regular Interest III-LTM1, REMIC III Regular
Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular
Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular
Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular
Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular
Interest III-LTM10, REMIC III Regular Interest III-LTM11 and REMIC III
Regular
Interest III-LTZZ.
“REMIC
III Regular Interest”: Any of the separate non-certificated beneficial ownership
interests in REMIC III issued hereunder and designated as a “regular interest”
in REMIC III. Each REMIC III Regular Interest shall accrue interest at the
related REMIC III Remittance Rate in effect from time to time, and shall
be
entitled to distributions of principal (other than REMIC III Regular Interest
III-IO), subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Balance as set forth in the Preliminary
Statement hereto. The following is a list of each of the REMIC II Regular
Interests: REMIC II Regular Interest II-LTAA, REMIC III Regular Interest
III-LTA1, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest
III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest
III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular Interest
III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular Interest
III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular Interest
III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular Interest
III-LTM9, REMIC III Regular Interest III-LTM10, REMIC III Regular Interest
III-LTM11, REMIC III Regular Interest III-LTZZ, REMIC III Regular Interest
III-LTP, REMIC III Regular Interest III-LTXX, REMIC III Regular Interest
III-LT1SUB, REMIC III Regular Interest III-LT1GRP, REMIC III Regular Interest
III-LT2SUB, REMIC III Regular Interest III-LT2GRP and REMIC III Regular Interest
III-IO.
“REMIC
III Regular Interest”: Any of the separate non-certificated beneficial ownership
interests in REMIC III issued hereunder and designated as a “regular interest”
in REMIC III. Each REMIC III Regular Interest shall accrue interest at
the
related REMIC III Remittance Rate in effect from time to time, and shall
be
entitled to distributions of principal (other than REMIC III Regular Interest
III-IO), subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Balance as set forth in the Preliminary
Statement hereto. The following is a list of each of the REMIC II Regular
Interests: REMIC II Regular Interest II-LTAA, REMIC III Regular Interest
III-LTA1, REMIC III Regular Interest III-LTA2A, REMIC III Regular Interest
III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC III Regular Interest
III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC III Regular Interest
III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III Regular Interest
III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III Regular Interest
III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III Regular Interest
III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III Regular Interest
III-LTM10, REMIC III Regular Interest III-LTM11, REMIC III Regular Interest
III-LTZZ, REMIC III Regular Interest III-LTP, REMIC III Regular Interest
III-LTXX, REMIC III Regular Interest III-LT1SUB, REMIC III Regular Interest
III-LT1GRP, REMIC III Regular Interest III-LT2SUB, REMIC III Regular Interest
III-LT2GRP and REMIC III Regular Interest III-IO.
“REMIC
III Remittance Rate”: With respect to REMIC III Regular Interest III-LTAA, REMIC
III Regular Interest III-LTA1, REMIC III Regular Interest III-LTA2A, REMIC
III
Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC
III
Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC
III
Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III
Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III
Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III
Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III
Regular Interest III-LTM10, REMIC III Regular Interest III-LTM11, REMIC
III
Regular Interest III-LTZZ, REMIC III Regular Interest III-LT1SUB, REMIC
III
Regular Interest III-LT2SUB and REMIC III Regular Interest III-LTXX, a
per annum
rate (but not less than zero) equal to the weighted average of: (x) with
respect
to REMIC II Regular Interest I, REMIC II Regular Interest II and each REMIC
II
Regular Interest ending with the designation “B”, the weighted average of the
REMIC II Remittance Rates for such REMIC II Regular Interests, weighted
on the
basis of the Uncertificated Balances of such REMIC II Regular Interests
for each
such Distribution Date and (y) with respect to REMIC II 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 I Regular Interest
listed
below, weighted on the basis of the Uncertificated Balances of each such
REMIC
II Regular Interest for each such Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
|
1
|
I-1-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
2
|
I-2-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-2-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
|
REMIC
II Remittance Rate
|
|
|
3
|
I-3-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-3-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
and I-2-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
and II-2-A
|
REMIC
II Remittance Rate
|
|
|
4
|
I-4-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-4-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-3-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-3-A
|
REMIC
II Remittance Rate
|
|
|
5
|
I-5-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-5-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-4-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-4-A
|
REMIC
II Remittance Rate
|
|
|
6
|
I-6-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-6-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-5-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-5-A
|
REMIC
II Remittance Rate
|
|
|
7
|
I-7-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-7-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-6-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-6-A
|
REMIC
II Remittance Rate
|
|
|
8
|
I-8-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-8-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-7-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-7-A
|
REMIC
II Remittance Rate
|
|
|
9
|
I-9-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-9-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-8-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-8-A
|
REMIC
II Remittance Rate
|
|
|
10
|
I-10-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-10-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-9-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-9-A
|
REMIC
II Remittance Rate
|
|
|
11
|
I-11-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-11-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-10-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-10-A
|
REMIC
II Remittance Rate
|
|
|
12
|
I-12-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-12-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-11-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-11-A
|
REMIC
II Remittance Rate
|
|
|
13
|
I-13-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-13-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-12-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-12-A
|
REMIC
II Remittance Rate
|
|
|
14
|
I-14-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-14-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-13-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-13-A
|
REMIC
II Remittance Rate
|
|
|
15
|
I-15-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-15-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-14-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-14-A
|
REMIC
II Remittance Rate
|
|
|
16
|
I-16-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-16-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-15-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-15-A
|
REMIC
II Remittance Rate
|
|
|
17
|
I-17-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-17-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-16-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-16-A
|
REMIC
II Remittance Rate
|
|
|
18
|
I-18-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-18-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-17-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-17-A
|
REMIC
II Remittance Rate
|
|
|
19
|
I-19-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-19-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-18-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-18-A
|
REMIC
II Remittance Rate
|
|
|
20
|
I-20-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-20-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-19-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-19-A
|
REMIC
II Remittance Rate
|
|
|
21
|
I-21-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-21-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-20-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-20-A
|
REMIC
II Remittance Rate
|
|
|
22
|
I-22-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-22-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-21-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-21-A
|
REMIC
II Remittance Rate
|
|
|
23
|
I-23-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-23-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-22-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-22-A
|
REMIC
II Remittance Rate
|
|
|
24
|
I-24-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-24-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-23-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-23-A
|
REMIC
II Remittance Rate
|
|
|
25
|
I-25-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-25-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-24-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-24-A
|
REMIC
II Remittance Rate
|
|
|
26
|
I-26-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-26-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-25-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-25-A
|
REMIC
II Remittance Rate
|
|
|
27
|
I-27-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-27-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-26-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-26-A
|
REMIC
II Remittance Rate
|
|
|
28
|
I-28-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-28-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-27-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-27-A
|
REMIC
II Remittance Rate
|
|
|
29
|
I-29-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-29-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-28-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-28-A
|
REMIC
II Remittance Rate
|
|
|
30
|
I-30-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-30-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-29-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-29-A
|
REMIC
II Remittance Rate
|
|
|
31
|
I-31-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-31-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-30-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-30-A
|
REMIC
II Remittance Rate
|
|
|
32
|
I-32-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-32-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-31-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-31-A
|
REMIC
II Remittance Rate
|
|
|
33
|
I-33-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-33-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-32-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-32-A
|
REMIC
II Remittance Rate
|
|
|
34
|
I-34-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-34-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-33-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-33-A
|
REMIC
II Remittance Rate
|
|
|
35
|
I-35-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-35-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-34-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-34-A
|
REMIC
II Remittance Rate
|
|
|
36
|
I-36-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-36-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-35-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-35-A
|
REMIC
II Remittance Rate
|
|
|
37
|
I-37-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-37-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-36-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-36-A
|
REMIC
II Remittance Rate
|
|
|
38
|
I-38-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-38-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-37-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-37-A
|
REMIC
II Remittance Rate
|
|
|
39
|
I-39-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-39-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-38-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-38-A
|
REMIC
II Remittance Rate
|
|
|
40
|
I-40-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-40-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-39-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-39-A
|
REMIC
II Remittance Rate
|
|
|
41
|
I-41-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-41-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-40-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-40-A
|
REMIC
II Remittance Rate
|
|
|
42
|
I-42-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-42-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-41-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-41-A
|
REMIC
II Remittance Rate
|
|
|
43
|
I-43-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-43-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-42-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-42-A
|
REMIC
II Remittance Rate
|
|
|
44
|
I-44-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-44-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-43-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-43-A
|
REMIC
II Remittance Rate
|
|
|
45
|
I-45-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-41-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-44-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-39-A
|
REMIC
II Remittance Rate
|
|
|
46
|
I-46-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-46-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-45-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-45-A
|
REMIC
II Remittance Rate
|
|
|
47
|
I-47-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-47-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-46-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-46-A
|
REMIC
II Remittance Rate
|
|
|
48
|
I-48-A
and I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-48-A
and II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-47-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-47-A
|
REMIC
II Remittance Rate
|
|
|
49
|
I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
|
I-1-A
through I-49-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-49-A
|
REMIC
II Remittance Rate
|
|
|
thereafter
|
I-1-A
through I-49-A
|
REMIC
II Remittance Rate
|
|
II-1-A
through II-49-A
|
REMIC
II Remittance Rate
|
With
respect to REMIC III Regular Interest III-LT1GRP, a per annum rate (but not
less
than zero) equal to the weighted average of (x) with respect to REMIC II
Regular
Interest I and each REMIC II Group I Regular Interests ending with the
designation “B”, the weighted average of the REMIC II Remittance Rates for such
REMIC II Regular Interests, weighted on the basis of the Uncertificated Balances
of each such REMIC II Regular Interest for each such Distribution Date and
(y)
with respect to REMIC II Group I Regular Interests ending with the designation
“A”, for each Distribution Date listed below, the weighted average of the rates
listed below for such REMIC II Regular Interests listed below, weighted on
the
basis of the Uncertificated Balances of each such REMIC II Regular Interest
for
each such Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
|
1
|
I-1-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
2
|
I-2-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
|
REMIC
II Remittance Rate
|
|
|
3
|
I-3-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
and I-2-A
|
REMIC
II Remittance Rate
|
|
|
4
|
I-4-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-3-A
|
REMIC
II Remittance Rate
|
|
|
5
|
I-5-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-4-A
|
REMIC
II Remittance Rate
|
|
|
6
|
I-6-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-5-A
|
REMIC
II Remittance Rate
|
|
|
7
|
I-7-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-6-A
|
REMIC
II Remittance Rate
|
|
|
8
|
I-8-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-7-A
|
REMIC
II Remittance Rate
|
|
|
9
|
I-9-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-8-A
|
REMIC
II Remittance Rate
|
|
|
10
|
I-10-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-9-A
|
REMIC
II Remittance Rate
|
|
|
11
|
I-11-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-10-A
|
REMIC
II Remittance Rate
|
|
|
12
|
I-12-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-11-A
|
REMIC
II Remittance Rate
|
|
|
13
|
I-13-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-12-A
|
REMIC
II Remittance Rate
|
|
|
14
|
I-14-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-13-A
|
REMIC
II Remittance Rate
|
|
|
15
|
I-15-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-14-A
|
REMIC
II Remittance Rate
|
|
|
16
|
I-16-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-15-A
|
REMIC
II Remittance Rate
|
|
|
17
|
I-17-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-16-A
|
REMIC
II Remittance Rate
|
|
|
18
|
I-18-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-17-A
|
REMIC
II Remittance Rate
|
|
|
19
|
I-19-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-18-A
|
REMIC
II Remittance Rate
|
|
|
20
|
I-20-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-19-A
|
REMIC
II Remittance Rate
|
|
|
21
|
I-21-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-20-A
|
REMIC
II Remittance Rate
|
|
|
22
|
I-22-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-21-A
|
REMIC
II Remittance Rate
|
|
|
23
|
I-23-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-22-A
|
REMIC
II Remittance Rate
|
|
|
24
|
I-24-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-23-A
|
REMIC
II Remittance Rate
|
|
|
25
|
I-25-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-24-A
|
REMIC
II Remittance Rate
|
|
|
26
|
I-26-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-25-A
|
REMIC
II Remittance Rate
|
|
|
27
|
I-27-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-26-A
|
REMIC
II Remittance Rate
|
|
|
28
|
I-28-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-27-A
|
REMIC
II Remittance Rate
|
|
|
29
|
I-29-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-28-A
|
REMIC
II Remittance Rate
|
|
|
30
|
I-30-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-29-A
|
REMIC
II Remittance Rate
|
|
|
31
|
I-31-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-30-A
|
REMIC
II Remittance Rate
|
|
|
32
|
I-32-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-31-A
|
REMIC
II Remittance Rate
|
|
|
33
|
I-33-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-32-A
|
REMIC
II Remittance Rate
|
|
|
34
|
I-34-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-33-A
|
REMIC
II Remittance Rate
|
|
|
35
|
I-35-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-34-A
|
REMIC
II Remittance Rate
|
|
|
36
|
I-36-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-35-A
|
REMIC
II Remittance Rate
|
|
|
37
|
I-37-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-36-A
|
REMIC
II Remittance Rate
|
|
|
38
|
I-38-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-37-A
|
REMIC
II Remittance Rate
|
|
|
39
|
I-39-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-38-A
|
REMIC
II Remittance Rate
|
|
|
40
|
I-40-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-39-A
|
REMIC
II Remittance Rate
|
|
|
41
|
I-41-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-40-A
|
REMIC
II Remittance Rate
|
|
|
42
|
I-42-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-41-A
|
REMIC
II Remittance Rate
|
|
|
43
|
I-43-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-42-A
|
REMIC
II Remittance Rate
|
|
|
44
|
I-44-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-43-A
|
REMIC
II Remittance Rate
|
|
|
45
|
I-45-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-44-A
|
REMIC
II Remittance Rate
|
|
|
46
|
I-46-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-45-A
|
REMIC
II Remittance Rate
|
|
|
47
|
I-47-A
through I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-46-A
|
REMIC
II Remittance Rate
|
|
|
48
|
I-48-A
and I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-47-A
|
REMIC
II Remittance Rate
|
|
|
49
|
I-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
I-1-A
through I-48-A
|
REMIC
II Remittance Rate
|
|
|
thereafter
|
I-1-A
through I-49-A
|
REMIC
II Remittance Rate
|
With
respect to REMIC III Regular Interest III-LT2GRP, a per annum rate (but not
less
than zero) equal to the weighted average of (x) with respect to REMIC II
Regular
Interest II and each REMIC II Group II Regular Interests ending with the
designation “B”, the weighted average of the REMIC II Remittance Rates for such
REMIC II Regular Interests, weighted on the basis of the Uncertificated Balances
of each such REMIC II Regular Interest for each such Distribution Date and
(y)
with respect to REMIC II Group II Regular Interests ending with the designation
“A”, for each Distribution Date listed below, the weighted average of the rates
listed below for such REMIC II Regular Interests listed below, weighted on
the
basis of the Uncertificated Balances of each such REMIC II Regular Interest
for
each such Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
|
1
|
II-1-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
2
|
II-2-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
|
REMIC
II Remittance Rate
|
|
|
3
|
II-3-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
and II-2-A
|
REMIC
II Remittance Rate
|
|
|
4
|
II-4-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-3-A
|
REMIC
II Remittance Rate
|
|
|
5
|
II-5-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-4-A
|
REMIC
II Remittance Rate
|
|
|
6
|
II-6-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-5-A
|
REMIC
II Remittance Rate
|
|
|
7
|
II-7-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-6-A
|
REMIC
II Remittance Rate
|
|
|
8
|
II-8-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-7-A
|
REMIC
II Remittance Rate
|
|
|
9
|
II-9-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-8-A
|
REMIC
II Remittance Rate
|
|
|
10
|
II-10-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-9-A
|
REMIC
II Remittance Rate
|
|
|
11
|
II-11-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-10-A
|
REMIC
II Remittance Rate
|
|
|
12
|
II-12-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-11-A
|
REMIC
II Remittance Rate
|
|
|
13
|
II-13-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-12-A
|
REMIC
II Remittance Rate
|
|
|
14
|
II-14-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-13-A
|
REMIC
II Remittance Rate
|
|
|
15
|
II-15-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-14-A
|
REMIC
II Remittance Rate
|
|
|
16
|
II-16-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-15-A
|
REMIC
II Remittance Rate
|
|
|
17
|
II-17-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-16-A
|
REMIC
II Remittance Rate
|
|
|
18
|
II-18-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-17-A
|
REMIC
II Remittance Rate
|
|
|
19
|
II-19-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-18-A
|
REMIC
II Remittance Rate
|
|
|
20
|
II-20-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-19-A
|
REMIC
II Remittance Rate
|
|
|
21
|
II-21-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-20-A
|
REMIC
II Remittance Rate
|
|
|
22
|
II-22-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-21-A
|
REMIC
II Remittance Rate
|
|
|
23
|
II-23-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-22-A
|
REMIC
II Remittance Rate
|
|
|
24
|
II-24-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-23-A
|
REMIC
II Remittance Rate
|
|
|
25
|
II-25-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-24-A
|
REMIC
II Remittance Rate
|
|
|
26
|
II-26-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-25-A
|
REMIC
II Remittance Rate
|
|
|
27
|
II-27-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-26-A
|
REMIC
II Remittance Rate
|
|
|
28
|
II-28-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-27-A
|
REMIC
II Remittance Rate
|
|
|
29
|
II-29-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-28-A
|
REMIC
II Remittance Rate
|
|
|
30
|
II-30-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-29-A
|
REMIC
II Remittance Rate
|
|
|
31
|
II-31-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-30-A
|
REMIC
II Remittance Rate
|
|
|
32
|
II-32-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-31-A
|
REMIC
II Remittance Rate
|
|
|
33
|
II-33-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-32-A
|
REMIC
II Remittance Rate
|
|
|
34
|
II-34-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-33-A
|
REMIC
II Remittance Rate
|
|
|
35
|
II-35-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-34-A
|
REMIC
II Remittance Rate
|
|
|
36
|
II-36-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-35-A
|
REMIC
II Remittance Rate
|
|
|
37
|
II-37-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-36-A
|
REMIC
II Remittance Rate
|
|
|
38
|
II-38-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-37-A
|
REMIC
II Remittance Rate
|
|
|
39
|
II-39-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-38-A
|
REMIC
II Remittance Rate
|
|
|
40
|
II-40-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-39-A
|
REMIC
II Remittance Rate
|
|
|
41
|
II-41-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-40-A
|
REMIC
II Remittance Rate
|
|
|
42
|
II-42-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-41-A
|
REMIC
II Remittance Rate
|
|
|
43
|
II-43-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-42-A
|
REMIC
II Remittance Rate
|
|
|
44
|
II-44-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-43-A
|
REMIC
II Remittance Rate
|
|
|
45
|
II-45-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-44-A
|
REMIC
II Remittance Rate
|
|
|
46
|
II-46-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-45-A
|
REMIC
II Remittance Rate
|
|
|
47
|
II-47-A
through II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-46-A
|
REMIC
II Remittance Rate
|
|
|
48
|
II-48-A
and II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-47-A
|
REMIC
II Remittance Rate
|
|
|
49
|
II-49-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II
Remittance
Rate
|
|
II-1-A
through II-48-A
|
REMIC
II Remittance Rate
|
|
|
thereafter
|
II-1-A
through II-49-A
|
REMIC
II Remittance Rate
|
With
respect to REMIC III Regular Interest III-IO, and (i) the first Distribution
Date through the 49th
Distribution Date, the excess of (x) the weighted average of the REMIC II
Remittance Rates for REMIC II Regular Interests including the designation
“A”,
over (y) 2 multiplied by Swap LIBOR and (ii) thereafter, 0.00%. With respect
to
REMIC III Regular Interest III-LTP, a per annum rate equal to the weighted
average of the Expense Adjusted Net Mortgage Rates of the Group I Mortgage
Loans.
“REMIC
III Sub WAC Allocation Percentage”: 50% of any amount payable from or loss
attributable to the Mortgage Loans, which shall be allocated to REMIC III
Regular Interest III-LT1SUB, REMIC III Regular Interest III-LT1GRP, REMIC
III
Regular Interest III-LT2SUB, REMIC III Regular Interest III-LT2GRP and REMIC
III
Regular Interest II-LTXX.
“REMIC
III Subordinated Balance Ratio”: The ratio among the Uncertificated Balances of
each REMIC III Regular Interest ending with the designation “SUB,” equal to the
ratio between, with respect to each such REMIC III Regular Interest, the
excess
of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the
related Loan Group over (y) the current Certificate Principal Balance of
Class A
Certificates in the related Loan Group.
“REMIC
IV”: The segregated pool of assets consisting of all of the REMIC III Regular
Interests conveyed in trust to the Trustee, for the benefit of the Holders
of
the Regular Certificates (other than the Class CE Certificates and Class
P
Certificates), the Class CE Interest, Class P Interest, the Class SWAP-IO
Interest and the Class R Certificate (in respect of the Class R-IV Interest),
pursuant to Article II hereunder, and all amounts deposited therein, with
respect to which a separate REMIC election is to be made.
“REMIC
IV
Certificate”: Any Regular Certificate (other than the Class CE Certificates and
Class P Certificates) or Class R Certificate.
“REMIC
IV
Regular Interest”: Any of the Regular Interests in REMIC IV the ownership of
which is represented by the Certificates (other than the Class CE Certificates
and Class P Certificates), the Class CE Interest, Class P Interest and the
Class
SWAP-IO Interest.
“REMIC
V”: The segregated pool of assets consisting of the Class CE Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the Class CE
Certificates and the Class R-X Certificate (in respect of the Class R-V
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
VI”: 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 Certificate (in respect of the Class R-VI
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
VII”: The segregated pool of assets consisting of the Class SWAP-IO Interest
conveyed in trust to the Trustee, for the benefit of the Holders of REMIC
VII
Regular Interest SWAP-IO and the Class R-X Certificate (in respect of the
Class
R-VII 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
the
Code and related provisions, and proposed, temporary and final regulations
and
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.
“REMIC
Regular Interest”: Any REMIC I Regular Interest, REMIC II Regular Interest,
REMIC III Regular Interest, Class CE Interest, Class P Interest or SWAP-IO
Interest.
“REMIC
Remittance Rate”: The REMIC I Remittance Rate, the REMIC II Remittance Rate or
the REMIC III Remittance Rate.
“Remittance
Report”: A report in form and substance that is acceptable to the Trustee and
the NIMS Insurer on a magnetic disk or tape prepared by the Master Servicer
pursuant to Section 4.03 with such additions, deletions and modifications
as
agreed to by the Trustee and the Master Servicer.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code as being included in the
term
“rents from real property.”
“REO
Account”: Each of the accounts maintained by the Master Servicer in respect of
an REO Property pursuant to Section 3.13, which account may be the Collection
Account subject to Section 3.13.
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of
REMIC I.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of REMIC I, 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 9.01 that is allocable to such
REO
Property) or otherwise, net of any portion of such amounts (i) payable pursuant
to Section 3.13(c) in respect of the proper operation, management and
maintenance of such REO Property or (ii) payable or reimbursable to the Master
Servicer pursuant to Section 3.13(d) 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 Master Servicer on behalf of
REMIC I through foreclosure or deed-in-lieu of foreclosure, as described
in
Section 3.13.
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
“Reserve
Interest Rate”: With respect to any Interest Determination Date, the rate per
annum that the Trustee determines to be either (i) the arithmetic mean (rounded
upwards if necessary to the nearest whole multiple of 1/16%) of the one-month
U.S. dollar lending rates which New York City banks selected by the Trustee
are
quoting on the relevant Interest Determination Date to the principal London
offices of leading banks in the London interbank market or (ii) in the event
that the Trustee can determine no such arithmetic mean, the lowest one-month
U.S. dollar lending rate which New York City banks selected by the Trustee
are
quoting on such Interest Determination Date to leading European
banks.
“Residential
Dwelling”: Any one of the following: (i) an attached or detached one-family
dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family
dwelling unit in a condominium project or (iv) a detached or attached one-family
dwelling in a planned unit development, none of which is a co-operative,
mobile
or manufactured home (unless such mobile or manufactured home is defined
as real
property under applicable state law).
“Residual
Certificate”: Any one of the Class R or Class R-X Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the Trustee, any director, any vice
president, any assistant vice president, any associate, any assistant secretary,
any trust officer or any other officer of the Trustee, customarily performing
functions similar to those performed by any of the above designated officers
and, with respect to a particular matter, to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject.
“Scheduled
Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off
Date (or the related Subsequent Cut-off Date with respect to a Subsequent
Mortgage Loan), the outstanding Stated Principal Balance of such Mortgage
Loan
as of such date, net of the principal portion of all unpaid Monthly Payments,
if
any, due on or before such date; (b) as of any Due Date subsequent to the
Cut-off Date up to and including the Due Date in the calendar month in which
a
Liquidation Event occurs with respect to such Mortgage Loan, the Scheduled
Principal Balance of such Mortgage Loan as of the Cut-off Date, minus the
sum of
(i) the principal portion of each Monthly Payment due on or before such Due
Date
but subsequent to the Cut-off Date, whether or not received, (ii) all Principal
Prepayments received before such Due Date but after the Cut-off Date, (iii)
the
principal portion of all Liquidation Proceeds and Insurance Proceeds received
before such Due Date but after the Cut-off Date, net of any portion thereof
that
represents principal due (without regard to any acceleration of payments
under
the related Mortgage and Mortgage Note) on a Due Date occurring on or before
the
date on which such proceeds were received and (iv) any Realized Loss incurred
with respect thereto as a result of a Deficient Valuation occurring before
such
Due Date, but only to the extent such Realized Loss represents a reduction
in
the portion of principal of such Mortgage Loan not yet due (without regard
to
any acceleration of payments under the related Mortgage and Mortgage Note)
as of
the date of such Deficient Valuation; and (c) as of any Due Date subsequent
to
the occurrence of a Liquidation Event with respect to such Mortgage Loan,
zero.
With respect to any REO Property: (a) as of any Due Date subsequent to the
date
of its acquisition on behalf of the Trust Fund up to and including the Due
Date
in the calendar month in which a Liquidation Event occurs with respect to
such
REO Property, an amount (not less than zero) equal to the Scheduled Principal
Balance of the related Mortgage Loan as of the Due Date in the calendar month
in
which such REO Property was acquired, minus the aggregate amount of REO
Principal Amortization, if any, in respect of such REO Property for all
previously ended calendar months; and (b) as of any Due Date subsequent to
the
occurrence of a Liquidation Event with respect to such REO Property,
zero.
“Seller”:
Ameriquest Mortgage Company, or its successor in interest, in its capacity
as
seller under the Mortgage Loan Purchase Agreement.
“Senior
Group I Principal Distribution Amount”: With respect to any Distribution Date,
an amount, not less than zero, equal to the excess of (x) the aggregate
Certificate Principal Balance of the Group I Certificates immediately prior
to
such Distribution Date over (y) the lesser of (A) the product of (i) 56.90%
and
(ii) the aggregate Stated Principal Balance of the Group I 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
Group I 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
$4,075,345.03.
“Senior
Group II Principal Distribution Amount”: With respect to any Distribution Date,
an amount, not less than zero, equal to the excess of (x) the aggregate
Certificate Principal Balance of the Group II Certificates immediately prior
to
such Distribution Date over (y) the lesser of (A) the product of (i) 56.90%
and
(ii) the aggregate Stated Principal Balance of the Group II 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
Group II 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
$3,335,903.23.
“Senior
Interest Distribution Amount”: With respect to any Distribution Date and any
Class A Certificate, an amount equal to the sum of (i) the Interest Distribution
Amount for such Distribution Date for such Class A Certificate, (ii) the
Interest Carry Forward Amount, if any, for such Class A Certificate and (iii)
the Swap Interest Shortfall Amount.
“Servicing
Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the
Master Servicer in connection with a default, delinquency or other unanticipated
event by the Master 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,
(iii) the management (including reasonable fees in connection therewith)
and
liquidation of any REO Property and (iv) the performance of its obligations
under Section 3.01, Section 3.04(d), Section 3.08, Section 3.12 and Section
3.13. The Master 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 Master Servicer, would not be ultimately recoverable from
related Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan
or REO
Property as provided herein.
“Servicing
Criteria”: As set forth in Exhibit M hereto.
“Servicing
Fee”: With respect to each Mortgage Loan and for any calendar month, an amount
equal to one month’s interest (or in the event of any payment of interest which
accompanies a Principal Prepayment in full made by the Mortgagor during such
calendar month, interest for the number of days covered by such payment of
interest) at the applicable Servicing Fee Rate on the same principal amount
on
which interest on such Mortgage Loan accrues for such calendar month. A portion
of such Servicing Fee may be retained by any Sub-Servicer as its servicing
compensation.
“Servicing
Fee Rate”: 0.50% per annum.
“Servicing
Officer”: Any employee of the Master Servicer involved in, or responsible for,
the administration and servicing of the Mortgage Loans, whose name and specimen
signature appear on a list of Servicing Officers furnished by the Master
Servicer to the Trustee and the Depositor on the Closing Date, as such list
may
from time to time be amended.
“Servicing
Standard”: The standards set forth in the first paragraph of Section
3.01.
“Single
Certificate”: With respect to any Class of Certificates (other than the Class P
Certificates and the Residual Certificates), a hypothetical Certificate of
such
Class evidencing a Percentage Interest for such Class corresponding to an
initial Certificate Principal Balance or Notional Amount of $1,000. With
respect
to the Class P Certificates and the Residual Certificates, a hypothetical
Certificate of such Class evidencing a 20% Percentage Interest in such
Class.
“S&P”:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc., or its successor in interest.
“Startup
Day”: With respect to each Trust REMIC, the day designated as such pursuant to
Section 10.01(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 (or the related Subsequent Cut-off Date with respect
to a
Subsequent Mortgage Loan), 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 Master 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 applied by the Master Servicer as recoveries of principal in accordance
with the provisions of Section 3.12, 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 Prepayment 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 REMIC I, minus the sum of (i) if such REO Property
was
acquired before the Distribution Date in any calendar month, the principal
portion of the Monthly Payment due on the Due Date in the calendar month
of
acquisition, to the extent advanced by the Master Servicer and distributed
pursuant to Section 4.01 on or before such date of determination, and (ii)
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.
“Stayed
Funds”: If the Master Servicer is the subject of a proceeding under the
Bankruptcy Code and the making of a Remittance (as defined in Section 7.02(b))
is prohibited by Section 362 of the Bankruptcy Code, funds that are in the
custody of the Master Servicer, a trustee in bankruptcy or a federal bankruptcy
court and should have been the subject of such Remittance absent such
prohibition.
“Stepdown
Date”: The earlier to occur of (i) the first Distribution Date on which the
aggregate Certificate Principal Balance of the Class A Certificates has been
reduced to zero and (ii) the later to occur of (a) the Distribution Date
occurring in April 2009 and (b) the first Distribution Date on which the
Credit
Enhancement Percentage for the Class A Certificates (calculated for this
purpose
only after taking into account distributions of principal on the Mortgage
Loans
but prior to any distribution of the Group I Principal Distribution Amount
and
the Group II Principal Distribution Amount to the Certificates then entitled
to
distributions of principal on such Distribution Date) is equal to or greater
than 43.10%.
“Sub-Servicer”:
Any Person with which the Master Servicer has entered into a Sub-Servicing
Agreement and which meets the qualifications of a Sub-Servicer pursuant to
Section 6.06.
“Sub-Servicing
Account”: An account established by a Sub-Servicer which meets the requirements
set forth in Section 6.11 and is otherwise acceptable to the Master
Servicer.
“Sub-Servicing
Agreement”: The written contract between the Master Servicer and a Sub-Servicer
relating to servicing and administration of certain Mortgage Loans as provided
in Section 6.06.
“Subsequent
Cut-off Date”: With respect to those Subsequent Mortgage Loans sold to the Trust
Fund pursuant to a Subsequent Transfer Instrument, the later of (x) the first
day of the month in which the related Subsequent Transfer Date occurs and
(y)
the date of origination of such Subsequent Mortgage Loan.
“Subsequent
Group I Mortgage Loan”: A Subsequent Mortgage Loan to be included in Loan Group
I.
“Subsequent
Group II Mortgage Loan”: A Subsequent Mortgage Loan to be included in Loan Group
II.
“Subsequent
Mortgage Loan”: A Mortgage Loan sold by the Depositor to the Trust Fund pursuant
to Section 2.09, such Mortgage Loan being identified on the Mortgage Loan
Schedule attached to a Subsequent Transfer Instrument.
“Subsequent
Mortgage Loan Interest”: Any amount constituting (i) a monthly payment of
interest received or advanced at the Net Mortgage Rate with respect to a
Subsequent Group I Mortgage Loan during the Due Periods relating to the first
three Distribution Dates in excess of 0.00% per annum and (ii) a monthly
payment
of interest received or advanced at the Net Mortgage Rate with respect to
a
Subsequent Group II Mortgage Loan during the Due Periods relating to the
first
three Distribution Dates in excess of 0.00% per annum. The Subsequent Mortgage
Loan Interest shall be distributable to the Class CE Certificates. The
Subsequent Mortgage Loan Interest shall not be an asset of any Trust
REMIC.
“Subsequent
Mortgage Loan Purchase Agreement”: The agreement between the Depositor and the
Seller regarding the transfer of the Subsequent Mortgage Loans by the Seller
to
the Depositor.
“Subsequent
Recoveries”: As of any Distribution Date, unexpected amounts received by the
Master Servicer (net of any related expenses permitted to be reimbursed pursuant
to Section 3.04) specifically related to a Mortgage Loan that was the subject
of
a liquidation or an REO Disposition prior to the related Prepayment Period
that
resulted in a Realized Loss.
“Subsequent
Transfer Date”: With respect to each Subsequent Transfer Instrument, the date on
which the related Subsequent Mortgage Loans are sold to the Trust
Fund.
“Subsequent
Transfer Instrument”: Each subsequent transfer instrument, dated as of a
Subsequent Transfer Date, executed by the Trustee and the Depositor
substantially in the form of Exhibit L, by which Subsequent Mortgage Loans
are
sold to the Trust Fund.
“Substitution
Shortfall Amount”: As defined in Section 2.03(d).
“Swap
Administration Agreement”: As defined in Section 4.10(b).
“Swap
Account”: The account or accounts created and maintained pursuant to Section
4.10. The Swap Account must be an Eligible Account.
“Swap
Administrator”: Deutsche Bank National Trust Company, a national banking
association, or its successor in interest, or any successor Swap Administrator
appointed pursuant to the Swap Administration Agreement.
“Swap
Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
of Certificates resulting from the application of the Net WAC Pass-Through
Rate
due to a discrepancy between the Uncertificated Notional Amount of the Class
SWAP-IO Interest and the scheduled notional amount pursuant to the Swap
Administration Agreement.
“Swap
LIBOR”:
A per annum rate equal to the floating rate payable by the Interest Rate
Swap
Provider under the Interest Rate Swap Agreement.
“Swap
Payment Date”: A Payment Date as defined in the Interest Rate Swap
Agreement.
“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 Interest Rate Swap Provider is a Defaulting Party (as defined in the
Interest Rate Swap Agreement), (ii) a Termination Event under the related
Swap
Agreement with respect to which the Interest Rate Swap Provider is the sole
Affected Party (as defined in the Interest Rate Swap Agreement) or (iii)
an
Additional Termination Event under the related Swap Agreement with respect
to
which the Interest Rate Swap Provider is the sole Affected Party.
“Swap
Termination Payment”: The payment due under the Interest Rate Swap Agreement
upon the early termination of the Interest Rate Swap Agreement.
“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 REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on
behalf of each REMIC in the Trust Fund due to its classification as a REMIC
under the REMIC Provisions, 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.
“Telerate
Page 3750”: The display designated as page “3750” on the Moneyline Telerate (or
such other page as may replace page 3750 on that report for the purpose of
displaying London interbank offered rates of major banks).
“Termination
Price”: As defined in Section 9.01.
“Terminator”:
As defined in Section 9.01.
“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form
of
assignment of any Ownership Interest in a Certificate.
“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a
Certificate.
“Transferor”:
Any Person who is disposing by Transfer of any Ownership Interest in a
Certificate.
“Trigger
Event”: A Trigger Event is in effect with respect to a Distribution Date on and
after the Stepdown Date if:
(a) the
Delinquency Percentage for the Mortgage Loans exceeds the applicable percentages
of the Credit Enhancement Percentage for the prior Distribution Date as set
forth below for the most senior Class of Certificates then
outstanding:
|
Class
|
Percentage
|
|
A
|
37.12%
|
|
M-1
|
45.32%
|
|
M-2
|
56.14%
|
|
M-3
|
65.30%
|
|
M-4
|
76.55%
|
|
M-5
|
91.42%
|
|
M-6
|
111.88%
|
|
M-7
|
141.58%
|
|
M-8
|
181.80%
|
|
M-9
|
225.33%
|
|
M-10
|
290.88%
|
|
M-11
|
457.09%
|
or
(b) the
Cumulative 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
|
1.35%
for the first month plus an additional 1/12th
of
1.65% for each month thereafter
|
|
April
2009 through March 2010
|
3.00%
for the first month plus an additional 1/12th
of
1.70% for each month thereafter
|
|
April
2010 through March 2011
|
4.70%
for the first month plus an additional 1/12th
of
1.35% for each month thereafter
|
|
April
2011 through March 2012
|
6.05%
for the first month plus an additional 1/12th
of
0.70% for each month thereafter
|
|
April
2012 and thereafter
|
6.75%
|
“Trust
Fund”: Collectively, all of the assets of each Trust REMIC, any Master Servicer
Prepayment Charge Payment Amounts, the Pre-Funding Accounts, the Interest
Coverage Accounts, any Subsequent Mortgage Loan Interest, the Net WAC Rate
Carryover Reserve Account, distributions made to the Trustee by the Swap
Administrator under the Swap Administration Agreement and the Swap
Account.
“Trust
REMIC”: Each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI and
REMIC VII.
“Trustee”:
Deutsche Bank National Trust Company, a national banking association, or
its
successor in interest, or any successor Trustee appointed as herein
provided.
“Trustee
Fee”: The amount payable to the Trustee on each Distribution Date pursuant to
Section 8.05 as compensation for all services rendered by it and in the exercise
and performance of any of the powers and duties of the Trustee hereunder,
which
amount shall equal the Trustee Fee Rate accrued for one month multiplied
by the
sum of (i) the aggregate Scheduled Principal Balance of the Mortgage Loans
and
any REO Properties as of the Due Date in the prior month (or, in the case
of the
initial Distribution Date, as of the Cut-off Date), calculated on the basis
of a
360-day year consisting of twelve 30-day months and (ii) any amounts on deposit
in the Pre-Funding Accounts.
“Trustee
Fee Rate”: 0.0017% per annum.
“Uncertificated
Balance”: The amount of any REMIC Regular Interest (other than REMIC II Regular
Interest III-IO) outstanding as of any date of determination. As of the Closing
Date, the Uncertificated Balance of each REMIC Regular Interest (other than
REMIC III Regular Interest III-IO) shall equal the amount set forth in the
Preliminary Statement hereto as its initial uncertificated balance. On each
Distribution Date, the Uncertificated Balance of each REMIC Regular Interest
(other than REMIC III Regular Interest III-IO) shall be reduced by all
distributions of principal made on such REMIC Regular Interest on such
Distribution Date pursuant to Section 4.01 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 4.04. The Uncertificated Balance of REMIC III
Regular Interest III-LTZZ shall be increased by interest deferrals as provided
in Section 4.01(a)(1). The Uncertificated Balance of each REMIC Regular Interest
shall never be less than zero.
“Uncertificated
Interest”: With respect to any REMIC Regular Interest for any Distribution Date,
one month’s interest at the REMIC Remittance Rate applicable to such REMIC
Regular Interest for such Distribution Date, accrued on the Uncertificated
Balance or Uncertificated Notional Amount thereof immediately prior to such
Distribution Date. Uncertificated Interest in respect of any REMIC Regular
Interest shall accrue on the basis of a 360-day year consisting of twelve
30-day
months. Uncertificated Interest with respect to each Distribution Date, as
to
any REMIC Regular Interest, shall be reduced by an amount equal to the sum
of
(a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution
Date to the extent not covered by payments pursuant to Section 4.03(e) and
(b)
the aggregate amount of any Relief Act Interest Shortfall, if any, allocated,
in
each case, to such REMIC Regular Interest pursuant to Section 1.02. In addition,
Uncertificated Interest with respect to each Distribution Date, as to any
REMIC
Regular Interest shall be reduced by Realized Losses, if any, allocated to
such
REMIC Regular Interest pursuant to Section 1.02 and Section 4.04.
“Uncertificated
Notional Amount”: With respect to REMIC III Regular Interest III-IO and each
Distribution Date listed below, the aggregate Uncertificated Principal Balance
of the REMIC II Regular Interests ending with the designation “A” listed
below:
|
Distribution
Date
|
REMIC
I Regular Interests
|
|
1
|
I-1-A
through I-49-A and II-1-A through II-49-A
|
|
2
|
I-2-A
through I-49-A and II-2-A through II-49-A
|
|
3
|
I-3-A
through I-49-A and II-3-A through II-49-A
|
|
4
|
I-4-A
through I-49-A and II-4-A through II-49-A
|
|
5
|
I-5-A
through I-49-A and II-5-A through II-49-A
|
|
6
|
I-6-A
through I-49-A and II-6-A through II-49-A
|
|
7
|
I-7-A
through I-49-A and II-7-A through II-49-A
|
|
8
|
I-8-A
through I-49-A and II-8-A through II-49-A
|
|
9
|
I-9-A
through I-49-A and II-9-A through II-49-A
|
|
10
|
I-10-A
through I-49-A and II-10-A through II-49-A
|
|
11
|
I-11-A
through I-49-A and II-11-A through II-49-A
|
|
12
|
I-12-A
through I-49-A and II-12-A through II-49-A
|
|
13
|
I-13-A
through I-49-A and II-13-A through II-49-A
|
|
14
|
I-14-A
through I-49-A and II-14-A through II-49-A
|
|
15
|
I-15-A
through I-49-A and II-15-A through II-49-A
|
|
16
|
I-16-A
through I-49-A and II-16-A through II-49-A
|
|
17
|
I-17-A
through I-49-A and II-17-A through II-49-A
|
|
18
|
I-18-A
through I-49-A and II-18-A through II-49-A
|
|
19
|
I-19-A
through I-49-A and II-19-A through II-49-A
|
|
20
|
I-20-A
through I-49-A and II-20-A through II-49-A
|
|
21
|
I-21-A
through I-49-A and II-21-A through II-49-A
|
|
22
|
I-22-A
through I-49-A and II-22-A through II-49-A
|
|
23
|
I-23-A
through I-49-A and II-23-A through II-49-A
|
|
24
|
I-24-A
through I-49-A and II-24-A through II-49-A
|
|
25
|
I-25-A
through I-49-A and II-25-A through II-49-A
|
|
26
|
I-26-A
through I-49-A and II-26-A through II-49-A
|
|
27
|
I-27-A
through I-49-A and II-27-A through II-49-A
|
|
28
|
I-28-A
through I-49-A and II-28-A through II-49-A
|
|
29
|
I-29-A
through I-49-A and II-29-A through II-49-A
|
|
30
|
I-30-A
through I-49-A and II-30-A through II-49-A
|
|
31
|
I-31-A
through I-49-A and II-31-A through II-49-A
|
|
32
|
I-32-A
through I-49-A and II-32-A through II-49-A
|
|
33
|
I-33-A
through I-49-A and II-33-A through II-49-A
|
|
34
|
I-34-A
through I-49-A and II-34-A through II-49-A
|
|
35
|
I-35-A
through I-49-A and II-35-A through II-49-A
|
|
36
|
I-36-A
through I-49-A and II-36-A through II-49-A
|
|
37
|
I-37-A
through I-49-A and II-37-A through II-49-A
|
|
38
|
I-38-A
through I-49-A and II-38-A through II-49-A
|
|
39
|
I-39-A
through I-49-A and II-39-A through II-49-A
|
|
40
|
I-40-A
through I-49-A and II-40-A through II-49-A
|
|
41
|
I-41-A
through I-49-A and II-41-A through II-49-A
|
|
42
|
I-42-A
through I-49-A and II-42-A through II-49-A
|
|
43
|
I-43-A
through I-49-A and II-43-A through II-49-A
|
|
44
|
I-44-A
through I-49-A and II-44-A through II-49-A
|
|
45
|
I-45-A
through I-49-A and II-45-A through II-49-A
|
|
46
|
I-46-A
through I-49-A and II-46-A through II-49-A
|
|
47
|
I-47-A
through I-49-A and II-47-A through II-49-A
|
|
48
|
I-48-A
through I-49-A and II-48-A through II-49-A
|
|
49
|
I-49-A
and II-49-A
|
|
thereafter
|
$0.00
|
With
respect to the Class SWAP-IO Interest and any Distribution Date, an amount
equal
to the Uncertificated Notional Amount of the REMIC III Regular Interest
III-IO.
“Underwriters”:
Each of UBS Securities LLC and X.X. Xxxxxx Securities Inc.
“Underwriters’
Exemption”: As defined in the Prospectus Supplement.
“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 3.08.
“United
States Person”: A citizen or resident of the United States, a corporation,
partnership or other entity 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 regulations); provided that,
solely for purposes 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 whose income is subject to United States federal
income tax regardless of its source, 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 the authority to control
all
substantial decisions of the trust. To the extent prescribed in regulations
by
the Secretary of the Treasury, a trust which was in existence on August 20,
1996
(other than a trust treated as owned by the grantor under subpart E of part
I of
subchapter J of chapter 1 of the Code), and which was treated as a United
States
person on August 20, 1996 may elect to continue to be treated as a United
States
person notwithstanding the previous sentence. The term “United States” shall
have the meaning set forth in Section 7701 of the Code.
“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 the Financial Institutions Reform, Recovery and Enforcement
Act
of 1989, and (ii) the purchase price paid for the related Mortgaged Property
by
the Mortgagor with the proceeds of the Mortgage Loan, provided, however,
in the
case of a Refinanced Mortgage Loan, such value of the Mortgaged Property
is
based solely upon the value determined by an appraisal made for the originator
of such Refinanced Mortgage Loan at the time of origination of such Refinanced
Mortgage Loan by an appraiser who met the minimum requirements of the Financial
Institutions Reform, Recovery and Enforcement Act of 1989 or, subject to
the
Originator’s underwriting guidelines, an insured automated valuation
model.
“Voting
Rights”: The portion of the voting rights of all of the Certificates which is
allocated to any Certificate. With respect to any date of determination,
98% of
all Voting Rights shall be allocated among the Holders of the Class A
Certificates, the Mezzanine Certificates and the Class CE Certificates in
proportion to the then outstanding Certificate Principal Balances of their
respective Certificates, 1% of all Voting Rights shall be allocated to the
Holders of the Class P Certificates and 1% of all Voting Rights shall be
allocated among the Holders of the Residual Certificates. The Voting Rights
allocated to each Class of Certificate shall be allocated among Holders of
each
such Class in accordance with their respective Percentage Interests as of
the
most recent Record Date.
| SECTION 1.02. |
Allocation
of Certain Interest Shortfalls.
|
For
purposes of calculating the amount of Accrued Certificate Interest and the
amount of the Interest Distribution Amount for the Class A Certificates,
the
Mezzanine Certificates and the Class CE Certificates for any Distribution
Date,
the aggregate amount of any Prepayment Interest Shortfalls (to the extent
not
covered by payments by the Master Servicer pursuant to Section 4.03(e)) and
any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
for any
Distribution Date shall be allocated first, to reduce the interest accrued
on
the Class CE Certificates, based on, and to the extent of, one month’s interest
at the applicable Pass-Through Rate on the Notional Amount of such Certificates,
and thereafter, among the Class A Certificates and the Mezzanine Certificates
on
a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rates on the respective Certificate Principal Balances
of each such Certificate.
For
purposes of calculating the amount of Uncertificated Interest for the REMIC
I
Regular Interests for any Distribution Date, the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by
the
Master Servicer pursuant to Section 4.03(e)) and Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall
be
allocated first, (a) with respect to the Group I Mortgage Loans, to REMIC
I
Regular Interest I-LT1 and REMIC I Regular Interest I-LT1PF, in each case
to the
extent of one month’s interest at the then applicable respective REMIC I
Remittance Rate on the respective Uncertificated Balance of each such REMIC
I
Regular Interest; provided, however, with respect to the first three
Distribution Dates, such amounts relating to the Initial Group I Mortgage
Loans
shall be allocated to REMIC I Regular Interest I-LT1 and such amounts relating
to the Subsequent Group I Mortgage Loans shall be allocated to REMIC I Regular
Interest I-LT1PF and (b) with respect to the Group II Mortgage Loans, to
REMIC I
Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF, in each case
to the
extent of one month’s interest at the then applicable respective REMIC I
Remittance Rate on the respective Uncertificated Balance of each such REMIC
I
Regular Interest; provided, however, with respect to the first three
Distribution Dates, such amounts relating to the Initial Group II Mortgage
Loans
shall be allocated to REMIC I Regular Interest I-LT2 and such amounts relating
to the Subsequent Group II Mortgage Loans shall be allocated to REMIC I Regular
Interest I-LT2PF.
For
purposes of calculating the amount of Uncertificated Interest for the REMIC
II
Group I Regular Interests for any Distribution Date, the aggregate amount
of any
Prepayment Interest Shortfalls (to the extent not covered by payments by
the
Master Servicer pursuant to Section 4.03(e)) and any Relief Act Interest
Shortfalls incurred in respect of Loan Group I shall be allocated
first,
to REMIC II Regular Interest I and to the REMIC II Group I 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
REMIC II Remittance Rates on the respective Uncertificated Principal Balances
of
each such REMIC II Regular Interest, and then, to REMIC II Group I 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 REMIC II Remittance
Rates on the respective Uncertificated Principal Balances of each such REMIC
II
Regular Interest. For purposes of calculating the amount of Uncertificated
Interest for the REMIC II Group II Regular Interests for any Distribution
Date,
the aggregate amount of any Prepayment Interest Shortfalls (to the extent
not
covered by payments by the Master Servicer pursuant to Section 4.03(e)) and
any
Relief Act Interest Shortfalls incurred in respect of Loan Group II shall
be
allocated first, to REMIC II Regular Interest II and to the REMIC II Group
II
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
REMIC II Remittance Rates on the respective Uncertificated Principal Balances
of
each such REMIC II Regular Interest , and then, to REMIC II Group II 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 REMIC II Remittance
Rates on the respective Uncertificated Principal Balances of each such REMIC
II
Regular Interest.
For
purposes of calculating the amount of Uncertificated Interest for the REMIC
III
Regular Interests for any Distribution Date:
(i) The
REMIC
III Marker Allocation Percentage of the aggregate amount of any Prepayment
Interest Shortfalls (to the extent not covered by payments by the Master
Servicer pursuant to Section 4.03(e)) and the REMIC III Marker Allocation
Percentage of any Relief Act Interest Shortfalls incurred in respect of
the
Mortgage Loans for any Distribution Date shall be allocated among REMIC
III
Regular Interest III-LTA1, REMIC III Regular Interest III-LTA2A, REMIC
III
Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC
III
Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC
III
Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III
Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III
Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III
Regular Interest III-LTM8, REMIC III Regular Interest III-LTM9, REMIC III
Regular Interest III-LTM10, REMIC III Regular Interest III-LTM11 and REMIC
III
Regular Interest LTZZ, on a pro
rata
basis,
based on, and to the extent of, one month’s interest at the then applicable
respective REMIC III Remittance Rates on the respective Uncertificated
Balances
of each such REMIC III Regular Interest; and
(ii) The
REMIC
III Sub WAC Allocation Percentage of the aggregate amount of any Prepayment
Interest Shortfalls (to the extent not covered by payments by the Master
Servicer pursuant to Section 4.03(e)) and the REMIC III Sub WAC Allocation
Percentage of any Relief Act Interest Shortfalls incurred in respect of the
Mortgage Loans for any Distribution Date shall be allocated to Uncertificated
Interest payable to REMIC III Regular Interest III-LT1SUB, REMIC III Regular
Interest III-LT1GRP, REMIC III Regular Interest III-LT2SUB, REMIC III Regular
Interest III-LT2GRP and REMIC III Regular Interest III-LTXX, on a pro
rata
basis,
based on, and to the extent of, one month’s interest at the then applicable
respective REMIC III Remittance Rates on the respective Uncertificated Balances
of each such REMIC III Regular Interest.
| SECTION 1.03. |
Rights
of the NIMS Insurer.
|
Each
of
the rights of the NIMS Insurer set forth in this Agreement shall exist so
long
as (i) the NIMS Insurer has undertaken to guarantee certain payments of notes
issued pursuant to an Indenture and (ii) any series of notes issued pursuant
to
one or more Indentures remain outstanding or the NIMS Insurer is owed amounts
in
respect of its guarantee of payment on such notes; provided, however, the
NIMS
Insurer shall not have any rights hereunder (except pursuant to Section 11.01
in
the case of clause (ii) below) during the period of time, if any, that (i)
the
NIMS Insurer has not undertaken to guarantee certain payments of notes issued
pursuant to the Indenture or (ii) any default has occurred and is continuing
under the insurance policy issued by the NIMS Insurer with respect to such
notes.
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 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 the Mortgage Loans identified on the Mortgage Loan
Schedule, the rights of the Depositor under the Mortgage Loan Purchase
Agreement, all other assets included or to be included in REMIC I, payments
made
to the Trustee by the Swap Administrator under the Swap Administration Agreement
and the Swap Account. Such assignment includes all interest and principal
received by the Depositor or the Master Servicer on or with respect to the
Mortgage Loans (other than payments of principal and interest due on such
Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers
to the Trustee the Original Pre-Funded Amounts, the required deposit to the
Interest Coverage Accounts and an executed copy of the Mortgage Loan Purchase
Agreement, and the Trustee, on behalf of the Certificateholders, acknowledges
receipt of the same.
In
connection with such transfer and assignment, the Depositor does hereby deliver
to, and deposit with, the Trustee the following documents or instruments
with
respect to each Initial Mortgage Loan so transferred and assigned, and the
Depositor shall deliver or cause to be delivered to the Custodian the following
documents or instruments (a “Mortgage File”):
(i) the
original Mortgage Note, endorsed in blank, without recourse, or in the following
form: “Pay to the order of Deutsche Bank National Trust Company, as Trustee
under the applicable agreement, without recourse,” with all prior and
intervening endorsements showing a complete chain of endorsement from the
originator to the Person so endorsing to the Trustee, or with respect to
any
lost Mortgage Note, an original Lost Note Affidavit; 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 2.00% of the Pool Balance as of the Cut-off
Date;
(ii) the
original Mortgage, with evidence of recording thereon, and a copy, certified
by
the appropriate recording office, of the recorded power of attorney, if the
Mortgage was executed pursuant to a power of attorney, with evidence of
recording thereon;
(iii) an
original Assignment assigned in blank, without recourse;
(iv) the
original recorded intervening Assignment or Assignments showing a complete
chain
of assignment from the originator to the Person assigning the Mortgage to
the
Trustee as contemplated by the immediately preceding clause (iii) or the
original unrecorded intervening Assignments;
(v) the
original or copies of each assumption, modification, written assurance or
substitution agreement, if any; and
(vi) the
original lender’s title insurance policy or an attorney’s opinion of title or
similar guarantee of title acceptable to mortgage lenders generally in the
jurisdiction where the Mortgaged Property is
located, together with all endorsements or riders which were issued with
or
subsequent to the issuance of such policy, or in the event such original
title
policy is unavailable, a written commitment or uniform binder or preliminary
report of title issued by the title insurance or escrow
company.
If
any of
the documents referred to in Sections 2.01(ii), (iii) or (iv) above has as
of
the Closing Date (or the related Subsequent Transfer Date, with respect to
the
Subsequent Mortgage Loans) been submitted for recording but either (x) has
not
been returned from the applicable public recording office or (y) has been
lost
or such public recording office has retained the original of such document,
the
obligations of the Depositor to deliver such documents shall be deemed to
be
satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian
on
behalf of the Trustee, 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 Trustee, or to the appropriate 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
was not delivered pursuant to Section 2.01(vi) above, the Depositor shall
deliver or cause to be delivered to the Trustee, or to the appropriate Custodian
on behalf of the Trustee, promptly after receipt thereof, the original lender’s
title insurance policy. The Depositor shall deliver or cause to be delivered
to
the Trustee, or to the appropriate Custodian on behalf of the Trustee, promptly
upon receipt thereof any other original 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.
The
Master Servicer (in its capacity as Seller) shall promptly (and in no event
later than thirty (30) Business Days, subject to extension upon a mutual
agreement between the Master Servicer and the Trustee, following the later
of
(i) the Closing Date, (ii) the date on which the Seller receives the Assignment
from the Custodian and (iii) the date of receipt by the Master Servicer of
the
recording information for a Mortgage) submit or cause to be submitted for
recording, at no expense to the Trust Fund or the Trustee, in the appropriate
public office for real property records, each Assignment referred to in Sections
2.01(iii) and (iv) above and shall execute each original Assignment referred
to
in Section 2.01(iii) above in the following form: “Deutsche Bank National Trust
Company, as Trustee under the applicable agreement.” In the event that any such
Assignment is lost or returned unrecorded because of a defect therein, the
Master Servicer (in its capacity as Seller) shall promptly prepare or cause
to
be prepared a substitute Assignment or cure or cause to be cured such defect,
as
the case may be, and thereafter cause each such Assignment to be duly
recorded.
Notwithstanding
the foregoing, however, 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 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 further, however, each Assignment shall be submitted for recording
by
the Seller in the manner described above, at no expense to the Trust Fund
or the
Trustee, upon the earliest to occur of: (i) reasonable direction by Holders
of
Certificates entitled to at least 25% of the Voting Rights or the NIMS Insurer,
(ii) failure of the Master Servicer Termination Test, (iii) the occurrence
of a
bankruptcy or insolvency relating to the Seller, (iv) the occurrence of a
servicing transfer as described in Section 7.02 hereof and (v) if the Seller
is
not the Master Servicer and with respect to any one Assignment or Mortgage,
the
occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor
under the related Mortgage. Notwithstanding the foregoing, if the Master
Servicer is unable to pay the cost of recording the Assignments, such expense
shall be paid by the Trustee and shall be reimbursable to the Trustee as
an
Extraordinary Trust Fund Expense.
All
original documents relating to the Mortgage Loans that are not delivered
to the
Trustee, or to the appropriate Custodian on behalf of the Trustee, are and
shall
be held by or on behalf of the Seller, the Depositor or the Master Servicer,
as
the case may be, in trust for the benefit of the Trustee on behalf of the
Certificateholders. In the event that any such original document is required
pursuant to the terms of this Section to be a part of a Mortgage File, such
document shall be delivered promptly to the Trustee, or to the appropriate
Custodian on behalf of the Trustee. Any such original document delivered
to or
held by the Depositor that is not required pursuant to the terms of this
Section
to be a part of a Mortgage File, shall be delivered promptly to the Master
Servicer.
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
HOEPA or any other applicable predatory or abusive lending laws.
| SECTION 2.02. |
Acceptance
of REMIC I by the Trustee.
|
Subject
to the provisions of Section 2.01 and subject to any exceptions noted on
the
exception report described in the next paragraph below, the Trustee acknowledges
receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement,
receipt by the respective Custodian as the duly appointed agent of the Trustee)
of the documents referred to in Section 2.01 (other than such documents
described in Section 2.01(v)) above and all interests and all other assets
included in the definition of “REMIC I” under clauses (i), (iii), (iv) and (v)
(to the extent of amounts deposited into the Distribution Account) and declares
that it, or such Custodian as its agent, holds and shall hold such documents
and
the other documents delivered to it constituting a Mortgage File, and that
it
holds or shall hold all such assets and such other assets included in the
definition of “REMIC I” in trust for the exclusive use and benefit of all
present and future Certificateholders.
On
or
prior to the Closing Date, the Trustee agrees, for the benefit of the
Certificateholders, to execute and deliver (or cause the Custodian to execute
and deliver) to the Depositor and the NIMS Insurer an acknowledgment of receipt
of the Mortgage Note (with any exceptions noted), substantially in the form
attached as Exhibit C-3 hereto.
The
Trustee agrees, for the benefit of the Certificateholders, to review (or
cause a
Custodian on its behalf to review) each Mortgage Note within 45 days of the
Closing Date and to certify in substantially the form attached hereto as
Exhibit
C-1 (or cause the Custodian to certify in the form of the Initial Certification
attached to the Custodial Agreement) 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 constituting
part of
such Mortgage File (other than such documents described in Section 2.01(v))
required to be delivered to it pursuant to this Agreement are in its possession,
(ii) such documents have been reviewed by it or such Custodian and are not
mutilated, torn or defaced unless initialed by the related borrower and relate
to such Mortgage Loan, (iii) based on its or the Custodian’s examination and
only as to the foregoing, the information set forth in the Mortgage Loan
Schedule that corresponds to items (1) through (3), (6), (9), (10), (13),
(15)
and (19) of the definition of “Mortgage Loan Schedule” accurately reflects
information set forth in the Mortgage File. It is herein acknowledged that,
in
conducting such review, the Trustee or such Custodian was under no 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 Mortgage File should include any of the documents
specified in clause (v) of Section 2.01.
Prior
to
the first anniversary date of this Agreement the Trustee shall deliver to
the
Depositor, the Master Servicer and the NIMS Insurer a final certification
in the
form annexed hereto as Exhibit C-2 (or shall cause the Custodian to deliver
to
the Trustee, the Depositor, the Master Servicer and the NIMS Insurer a final
certification in the form attached to the Custodial Agreement) evidencing
the
completeness of the Mortgage Files, with any applicable exceptions noted
thereon, with respect to all of the Mortgage Loans. Upon the request of the
Master Servicer, any exception report related to the final certification
shall
be provided in an electronic computer readable format as mutually agreed
upon by
the Master Servicer and the Trustee.
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 any Custodian finds
any
document or documents constituting a part of a Mortgage File to be missing,
mutilated, torn or defaced or does not conform to the requirements identified
above, at the conclusion of its review the Trustee (or a Custodian on behalf
of
the Trustee) shall so notify the Depositor, the NIMS Insurer and the Master
Servicer. In addition, upon the discovery by the Depositor, the NIMS Insurer,
the Master Servicer or the Trustee of a breach of any of the representations
and
warranties made by the Seller in the Mortgage Loan Purchase Agreement in
respect
of any Mortgage Loan which materially adversely affects such Mortgage Loan
or
the interests of the related Certificateholders in such Mortgage Loan, the
party
discovering such breach shall give prompt written notice to the other
parties.
The
Trustee (or a Custodian on behalf of the Trustee) shall, at the written request
and expense of any Certificateholder, Certificate Owner, provide a written
report to such Certificateholder, Certificate Owner, of all Mortgage Files
released to the Master Servicer for servicing purposes.
| SECTION 2.03. |
Repurchase
or Substitution of Mortgage Loans by the Seller or the Depositor;
Payment
of Prepayment Charge Payment
Amounts.
|
(a) Upon
discovery or receipt of notice (including notice under Section 2.02) of any
materially defective document in, or that a document is missing from, the
Mortgage File or of the breach by the Seller of any representation, warranty
or
covenant under the Mortgage Loan Purchase Agreement 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 promptly notify
the Seller, the NIMS Insurer and the Master Servicer of such defect, missing
document or breach and request that the Seller deliver such missing document
or
cure such defect or breach within 90 days from the date the Seller had knowledge
or was notified of such missing document, defect or breach, and if the Seller
does not deliver such missing document or cure such defect or breach in all
material respects during such period, the Master Servicer (or, in accordance
with Section 6.06(b), the Trustee) shall enforce the obligations of the Seller
under the Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan
from
REMIC I at the Purchase Price within 90 days after the date on which the
Seller
was notified (subject to Section 2.03(d)) of such missing document, defect
or
breach, if and to the extent that the Seller is obligated to do so under
the
Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased
Mortgage Loan shall be deposited in the Collection Account, and the Trustee,
upon receipt of written certification from the Master Servicer of such deposit,
shall release to the Seller the related Mortgage File and shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as the Seller shall furnish to it and as shall be necessary to
vest in
the Seller any Mortgage Loan released pursuant hereto, and the Trustee shall
not
have any further responsibility with regard to such Mortgage File. In lieu
of
repurchasing any such Mortgage Loan as provided above, if so provided in
the
Mortgage Loan Purchase Agreement, the Seller may cause such Mortgage Loan
to be
removed from REMIC I (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(c). It is understood
and
agreed that the obligation of the Seller to cure or to repurchase (or to
substitute for) any Mortgage Loan as to which a document is missing, a material
defect in a document exists or as to which such a breach has occurred and
is
continuing shall constitute the sole remedy respecting such omission, defect
or
breach available to the Trustee on behalf of the
Certificateholders.
(b) (i) Promptly
upon the earlier of discovery by the Master Servicer or receipt of notice
by the
Master Servicer of the breach of any representation, warranty or covenant
of the
Master Servicer set forth in Section 2.05, which materially and adversely
affects the interests of the Certificateholders in any Mortgage Loan, the
Master
Servicer shall cure such breach in all material respects.
(ii) Notwithstanding
the provisions of Section 2.03(b)(i) above,
(A) on
the
later of (x) the Master Servicer Remittance Date next following the earlier
of
discovery by the Master Servicer or receipt of notice by the Master Servicer
of
the breach of the representation made by the Master Servicer in Section
2.05(vii), which breach materially and adversely affects the interests of
the
Holders of the Class P Certificates to any Prepayment Charge and (y) the
Master
Servicer Remittance Date next following the Prepayment Period relating to
such a
breach, the Master Servicer shall deposit into the Collection Account the
amount
of the scheduled Prepayment Charge, less any amount collected and deposited
by
the Master Servicer into the Collection Account in respect of such Prepayment
Charge; and
(B) on
the
later of (x) the Master Servicer Remittance Date next following the earlier
of
discovery by the Master Servicer or receipt of notice by the Master Servicer
of
the breach of the covenant made by the Master Servicer in Section 2.05(viii),
which breach materially and adversely affects the interests of the Holders
of
the Class P Certificates to any Prepayment Charge and (y) the Master Servicer
Remittance Date next following the Prepayment Period relating to such a breach,
the Master Servicer shall deposit into the Collection Account, as a Master
Servicer Prepayment Charge Payment Amount, the amount of the waived Prepayment
Charge, but only to the extent required under Section 2.03(b)(iii)
below.
(iii) If
with
respect to any Prepayment Period,
(A) the
dollar amount of Prepayment Charges that are the subject of breaches by the
Master Servicer of the covenant made by the Master Servicer in Section
2.05(viii), which breaches materially and adversely affect the interests
of the
Holders of the Class P Certificates to such Prepayment Charges,
exceeds
(B) 5%
of the
total dollar amount of Prepayment Charges payable by Mortgagors in connection
with Principal Prepayments on the related Mortgage Loans that occurred during
such Prepayment Period,
then
the
amount required to be paid by the Master Servicer pursuant to Section
2.03(b)(ii)(B) above shall be limited to an amount, that when added to the
amount of Prepayment Charges actually collected by the Master Servicer in
respect of Prepayment Charges relating to Principal Prepayments on the related
Mortgage Loans that occurred during such Prepayment Period, shall yield a
sum
equal to 95% of the total dollar amount of Prepayment Charges (exclusive
of (A)
Prepayment Charges not enforced or collected upon because (i) the enforceability
thereof shall have been limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’ rights generally or
(ii) the collectability thereof shall have been limited due to acceleration
in
connection with a foreclosure or other involuntary payment and (B) Prepayment
Charges waived by the Master Servicer when such waiver does not breach the
covenant set forth in Section 2.05(viii)) payable by Mortgagors in connection
with Principal Prepayments on the related Mortgage Loans that occurred during
such Prepayment Period.
(c) Any
substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage
Loans
made pursuant to Section 2.03(a), in the case of the Seller, or Section 2.03(b),
in the case of the Depositor, must be effected prior to the date which is
two
years after the Startup Day for REMIC I.
As
to any
Deleted Mortgage Loan for which the Seller or the Depositor substitutes a
Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected
by the Seller or the Depositor, as the case may be, delivering to the Trustee
(or a Custodian on behalf of the Trustee), for such Qualified Substitute
Mortgage Loan or Loans, the Mortgage Note, the Mortgage, 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 Shortfall
Amount (as described below), if any, in connection with such substitution.
The
Trustee (or a Custodian on behalf of the Trustee) shall acknowledge receipt
for
such Qualified Substitute Mortgage Loan or Loans and, within ten Business
Days
thereafter, review such documents as specified in Section 2.02 and deliver
to
the Depositor, the NIMS Insurer, the Trustee and the Master Servicer, with
respect to such Qualified Substitute Mortgage Loan or Loans, a certification
substantially in the form attached hereto as Exhibit C-1, with any applicable
exceptions noted thereon. Within one year of the date of substitution, the
Trustee shall deliver to the Depositor, the NIMS Insurer and the Master Servicer
a certification substantially in the form of Exhibit C-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 REMIC I and shall
be
retained by the Depositor or the Seller, as the case may be. For the month
of
substitution, distributions to Certificateholders shall reflect the Monthly
Payment due on such Deleted Mortgage Loan on or before the Due Date in the
month
of substitution, and the Depositor or the Seller, as the case may be, shall
thereafter be entitled to retain all amounts subsequently received in respect
of
such Deleted Mortgage Loan. The Depositor shall give or cause to be given
written notice to the Certificateholders, the NIMS Insurer that such
substitution has taken place, shall amend the Mortgage Loan Schedule and,
if
applicable, the Prepayment Charge Schedule, to reflect the removal of such
Deleted Mortgage Loan from the terms of this Agreement and the substitution
of
the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy
of such
amended Mortgage Loan Schedule to the Trustee and the NIMS Insurer. Upon
such
substitution, 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, in the case of a substitution effected by the Seller,
the
Mortgage Loan Purchase Agreement, including all applicable representations
and
warranties thereof.
For
any
month in which the Depositor or the Seller substitutes one or more Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer shall determine the amount (the “Substitution Shortfall Amount”), if
any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans
exceeds the aggregate of, as to each such Qualified Substitute Mortgage Loan,
the Scheduled Principal Balance thereof as of the date of substitution, together
with one month’s interest on such Scheduled Principal Balance at the applicable
Net Mortgage Rate. On the date of such substitution, the Depositor or the
Seller, as the case may be, shall deliver or cause to be delivered to the
Master
Servicer for deposit in the Collection Account an amount equal to the
Substitution Shortfall Amount, if any, and the Trustee, upon receipt of the
related Qualified Substitute Mortgage Loan or Loans and certification by
the
Master Servicer of such deposit, shall release to the Depositor or the Seller,
as the case may be, the related Mortgage File or Files and shall execute
and
deliver such instruments of transfer or assignment, in each case without
recourse, as the Depositor or the Seller, as the case may be, shall deliver
to
it and as shall be necessary to vest therein any Deleted Mortgage Loan released
pursuant hereto.
In
addition, the Depositor or the Seller, as the case may be, shall obtain at
its
own expense and deliver to the Trustee and the NIMS Insurer an Opinion of
Counsel to the effect that such substitution shall not cause (a) any federal
tax
to be imposed on any Trust REMIC, including without limitation, any federal
tax
imposed on “prohibited transactions” under Section 860F(a)(1) of the Code or on
“contributions after the startup date” under Section 860G(d)(1) of the Code, or
(b) any Trust REMIC to fail to qualify as a REMIC at any time that any
Certificate is outstanding.
(d) Upon
discovery by the Depositor, the NIMS Insurer, the Seller, the Master Servicer
or
the Trustee that any Mortgage Loan does not constitute a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, the party discovering
such
fact shall within two Business Days give written notice thereof to the other
parties. In connection therewith, the Seller or the Depositor shall repurchase
or, subject to the limitations set forth in Section 2.03(c), 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
by
the Seller. Any such repurchase or substitution shall be made in the same
manner
as set forth in Section 2.03(a). The Trustee shall reconvey to the Depositor
or
the Seller, 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.
| SECTION 2.04. |
[Reserved].
|
| SECTION 2.05. |
Representations,
Warranties and Covenants of the Master
Servicer.
|
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
Depositor that as of the Closing Date or as of such date specifically provided
herein:
(i) The
Master Servicer is a corporation duly organized, validly existing and in
good
standing under the laws of the State of Delaware and is duly authorized and
qualified to transact any and all business contemplated by this Agreement
to be
conducted by the Master 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
Master Servicer has the full corporate power and authority to service each
Mortgage Loan, and to execute, deliver and perform, and to enter into and
consummate the transactions contemplated by this Agreement and has duly
authorized by all necessary corporate action on the part of the Master Servicer
the execution, delivery and performance of this Agreement; and this Agreement,
assuming the due authorization, execution and delivery thereof by the Depositor
and the Trustee, constitutes a legal, valid and binding obligation of the
Master
Servicer, enforceable against the Master Servicer in accordance with its
terms,
except to the extent that (a) the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating
to creditors’ rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought;
(iii) The
execution and delivery of this Agreement by the Master Servicer, the servicing
of the Mortgage Loans by the Master Servicer hereunder, the consummation
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
the charter or 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, (x) the ability of the Master Servicer to
perform its obligations under this Agreement or (y) the business, operations,
financial condition, properties or assets of the Master Servicer taken as
a
whole;
(iv) The
Master Servicer is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx
Mac in
good standing and is a HUD approved mortgagee pursuant to Section 203 and
Section 211 of the National Housing Act;
(v) Except
as
disclosed in the Prospectus Supplement, 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 service the Mortgage Loans or to perform any of its other
obligations hereunder in accordance with the terms hereof;
(vi) 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;
(vii) The
information set forth in the Prepayment Charge Schedule attached hereto as
Schedule 2 (including the prepayment charge summary attached thereto) is
complete, true and correct in all material respects at the date or dates
respecting which such information is furnished and each Prepayment Charge
is
permissible and enforceable in accordance with its terms (except to the extent
that (i) the enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors’ rights
generally and (ii) the collectability thereof may be limited due to acceleration
in connection with a foreclosure or other involuntary payment;
(viii) The
Master Servicer shall not waive any Prepayment Charge or part of a Prepayment
Charge unless, (i) the enforceability thereof shall have been limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating
to creditors’ rights generally or (ii) the collectability thereof shall have
been limited due to acceleration in connection with a foreclosure or other
involuntary payment or (iii) in the Master Servicer’s reasonable judgment as
described in Section 3.01 hereof, (x) such waiver relates to a default or
a
reasonably foreseeable default, (y) such waiver would maximize recovery of
total
proceeds taking into account the value of such Prepayment Charge and related
Mortgage Loan and (z) doing so is standard and customary in servicing similar
Mortgage Loans (including any waiver of a Prepayment Charge in connection
with a
refinancing of a Mortgage Loan that is related to a default or a reasonably
foreseeable default). In no event shall the Master Servicer waive a Prepayment
Charge in connection with a refinancing of a Mortgage Loan that is not related
to a default or a reasonably foreseeable default;
(ix) The
information set forth in the “monthly tape” provided to the Trustee or any of
its affiliates is true and correct in all material respects;
(x) With
respect to each Mortgage Loan, the Assignment is in recordable form; (except
that the name of the assignee and the recording information with respect
to such
Mortgage Loan is blank) and each Mortgage Loan was originated in the name
of the
Master Servicer or an affiliate thereof;
(xi) The
Master Servicer has fully furnished and shall 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 on a monthly basis; and
(xii) The
Master Servicer shall transmit full-file credit reporting data for each Mortgage
Loan pursuant to Xxxxxx Mae Guide Announcement 95-19 and for each Mortgage
Loan,
the Master Servicer shall report one of the following statuses each month
as
follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off.
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 a Custodian, as the case may be, and shall inure to the benefit
of
the Trustee, the Depositor and the Certificateholders. Upon discovery by
any of
the Depositor, the NIMS Insurer, 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, 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 NIMS Insurer and the Trustee.
Subject to Section 7.01, the obligation of the Master Servicer set forth
in
Section 2.03(b) to cure breaches (or in the case of the representations,
warranties and covenants set forth in Section 2.05(vii) and Section 2.05(viii)
above, to otherwise remedy such breaches pursuant to Section 2.03(b)) shall
constitute the sole remedies against the Master Servicer available to the
Certificateholders, the Depositor or the Trustee on behalf of the
Certificateholders respecting a breach of the representations, warranties
and
covenants contained in this Section 2.05. The preceding sentence shall not,
however, limit any remedies available to the Certificateholders, the Depositor
or the Trustee on behalf of the Certificateholders (other than in the case
of
the representations, warranties and covenants set forth in Section 2.05(vii)
and
Section 2.05(viii) above) pursuant to the Mortgage Loan Purchase Agreement
signed by the Master Servicer in its capacity as Seller, respecting a breach
of
the representations, warranties and covenants of the Master Servicer in its
capacity as Seller contained in the Mortgage Loan Purchase
Agreement.
| SECTION 2.06. |
Issuance
of the REMIC I Regular Interests and the Class R-I
Interest.
|
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 Section 2.01 and
Section 2.02, together with the assignment to it of all other assets included
in
REMIC I, the receipt of which is hereby acknowledged. Concurrently with such
assignment and delivery and in exchange therefor, the Trustee, pursuant to
the
written request of the Depositor executed by an officer of the Depositor,
has
executed, authenticated and delivered to or upon the order of the Depositor,
the
Class R-I Interest in authorized denominations. The interests evidenced by
the
Class R-I Interest, together with the REMIC I Regular Interests, constitute
the
entire beneficial ownership interest in REMIC I. The rights of the Class
R
Certificateholders and REMIC II (as holder of the REMIC I Regular Interests)
to
receive distributions from the proceeds of REMIC I in respect of the Class
R-I
Interest and the REMIC I Regular Interests, respectively, and all ownership
interests evidenced or constituted by the Class R-I Interest and the REMIC
I
Regular Interests, shall be as set forth in this Agreement.
| SECTION 2.07. |
Conveyance
of the REMIC I Regular Interests; Acceptance of REMIC II, REMIC
III, REMIC
IV, REMIC V, REMIC VI and REMIC
VII.
|
(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 I for the benefit of the Holders of
the
REMIC I Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-I Interest). The Trustee acknowledges
receipt of the assets described in the definition of REMIC I and declares
that
it holds and shall hold the same in trust for the exclusive use and benefit
of
the Holders of the REMIC I Regular Interests and the Class R Certificates
(in
respect of the Class R-I Interest). The interests evidenced by the Class
R-I
Interest, together with the REMIC I Regular Interests, constitute the entire
beneficial ownership interest in REMIC I.
(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
I Regular Interests (which are uncertificated) for the benefit of the Holders
of
the REMIC II Regular Interests and the Class R Certificates (in respect of
the
Class R-II Interest). The Trustee acknowledges receipt of the REMIC I Regular
Interests and declares that it holds and shall hold the same in trust for
the
exclusive use and benefit of the Holders of the REMIC II Regular Interests
and
the Class R Certificates (in respect of the Class R-II Interest). The interests
evidenced by the Class R-II Interest, together with the REMIC II Regular
Interests, constitute the entire beneficial ownership interest in REMIC
II.
(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
II Regular Interests (which are uncertificated) for the benefit of the Holders
of the REMIC III Regular Interests and the Class R Certificates (in respect
of
the Class R-III Interest). The Trustee acknowledges receipt of the REMIC
II
Regular Interests and declares that it holds and shall hold the same in trust
for the exclusive use and benefit of the Holders of the REMIC III Regular
Interests and the Class R Certificates (in respect of the Class R-III Interest).
The interests evidenced by the Class R-III Interest, together with the REMIC
III
Regular Interests, constitute the entire beneficial ownership interest in
REMIC
III.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
REMIC
III Regular Interests (which are uncertificated) for the benefit of the Holders
of the REMIC IV Regular Interests and the Class R Certificates (in respect
of
the Class R-IV Interest). The Trustee acknowledges receipt of the REMIC III
Regular Interests and declares that it holds and shall hold the same in trust
for the exclusive use and benefit of the Holders of the REMIC IV Regular
Interests and the Class R Certificates (in respect of the Class R-IV Interest).
The interests evidenced by the Class R-V Interest, together with the Regular
Certificates (other than the Class CE Certificates and Class P Certificates),
the Class CE Interest, Class P Interest and Class SWAP-IO Interest, constitute
the entire beneficial ownership interest in REMIC IV.
(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
CE Interest (which is uncertificated) for the benefit of the Holders of the
Class CE Certificates and the Class R Certificates (in respect of the Class
R-V
Interest). The Trustee acknowledges receipt of the Class CE Interest and
declares that it holds and shall hold the same in trust for the exclusive
use
and benefit of the Holders of the Class CE Certificates and the Class R
Certificates (in respect of the Class R-V Interest). The interests evidenced
by
the Class R-V Interest, together with the Class CE Certificates, constitute
the
entire beneficial ownership interest in REMIC V.
(f) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
Class
P Interest (which is uncertificated) for the benefit of the Holders of the
Class
P Certificates and the Class R Certificates (in respect of the Class R-VI
Interest). The Trustee acknowledges receipt of the Class P Interest and declares
that it holds and shall hold the same in trust for the exclusive use and
benefit
of the Holders of the Class P Certificates and the Class R Certificates (in
respect of the Class R-VI Interest). The interests evidenced by the Class
R-VI
Interest, together with the Class P Certificates, constitute the entire
beneficial ownership interest in REMIC VI.
(g) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the
Class
SWAP-IO Interest (which is uncertificated) for the benefit of the Holders
of
REMIC VII Regular Interest SWAP-IO and the Class R Certificates (in respect
of
the Class R-VII Interest). The Trustee acknowledges receipt of the Class
SWAP-IO
Interest and declares that it holds and shall hold the same in trust for
the
exclusive use and benefit of the Holders of the REMIC VII Regular Interest
SWAP-IO and the Class R Certificates (in respect of the Class R-VII Interest).
The interests evidenced by the Class R-VII Interest, together with REMIC
VII
Regular Interest SWAP-IO, constitute the entire beneficial ownership interest
in
REMIC VII.
| SECTION 2.08. |
Issuance
of Class R Certificates and Class R-X
Certificates.
|
(a) The
Trustee acknowledges the assignment to it of the REMIC I Regular Interests
and,
concurrently therewith and in exchange therefor, pursuant to the written
request
of the Depositor executed by an officer of the Depositor, the Trustee has
executed, authenticated and delivered to or upon the order of the Depositor,
the
Class R Certificates in authorized denominations. The interests evidenced
by the
Class R Certificates, together with the REMIC I Regular Interests, the REMIC
II
Regular Interests, the REMIC III Regular Interests, the Regular Certificates
(other than the Class CE Certificates and the Class P Certificates), the
Class
CE Interest, the Class P Interest and the SWAP-IO Interest constitute the
entire
beneficial ownership interest in REMIC I, REMIC II, REMIC III and REMIC
IV.
(b) The
Trustee acknowledges the assignment to it of the Class CE Interest, the Class
P
Interest and the
SWAP-IO
Interest and, concurrently therewith and in exchange therefor, pursuant to
the
written request of the Depositor executed by an officer of the Depositor,
the
Trustee has executed, authenticated and delivered to or upon the order of
the
Depositor, the Class R-X Certificates in authorized denominations. The interests
evidenced by the Class R-X Certificates, together with the Class CE Certificates
and the Class P Certificates constitute the entire beneficial ownership interest
in REMIC V, REMIC VI and REMIC VII.
SECTION
2.09 Conveyance
of the Subsequent Mortgage Loans.
(a) Subject
to the conditions set forth in paragraph (b) below, in consideration of the
Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the
Depositor of all or a portion of the balance of funds in the Pre-Funding
Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer,
assign, set over and convey without recourse to the Trustee for the benefit
of
the Trust Fund but subject to the other terms and provisions of this Agreement
all of the right, title and interest of the Depositor in and to (i) the
Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached
to
the related Subsequent Transfer Instrument delivered by the Depositor on
such
Subsequent Transfer Date, (ii) principal due and interest accruing on the
Subsequent Mortgage Loans after the related Subsequent Cut-off Date and (iii)
all items with respect to such Subsequent Mortgage Loans to be delivered
pursuant to Section 2.01 and the other items in the related Mortgage Files;
provided, however, that the Depositor reserves and retains all right, title
and
interest in and to principal due and interest accruing on the Subsequent
Mortgage Loans on or prior to the related Subsequent Cut-off Date. The transfer
and delivery to the Trustee for deposit in the Mortgage Pool by the Depositor
of
the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached
to the related Subsequent Transfer Agreement shall be absolute and is intended
by the Depositor, the Master Servicer, the Trustee and the Certificateholders
to
constitute and to be treated as a sale of the Subsequent Mortgage Loans by
the
Depositor to the Trust Fund. The related Mortgage File for each Subsequent
Mortgage Loan shall be delivered to the Trustee or the Custodian at least
three
Business Days prior to the related Subsequent Transfer Date.
The
purchase price paid by the Trustee from amounts released from the Group I
Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall
be
one-hundred percent (100%) of the aggregate Stated Principal Balance of the
Subsequent Mortgage Loans so transferred (as identified on the Mortgage Loan
Schedule provided by the Depositor). This Agreement shall constitute a
fixed-price purchase contract in accordance with Section 860G(a)(3)(A)(ii)
of
the Code.
(b) The
Depositor shall transfer and deliver to the Trustee for deposit in the Trust
Fund the Subsequent Mortgage Loans and the other property and rights related
thereto as described in paragraph (a) above, and the Trustee shall release
funds
from the Group I Pre-Funding Account or the Group II Pre-Funding Account,
as
applicable, only upon the satisfaction of each of the following conditions
on or
prior to the related Subsequent Transfer Date:
(i) the
Depositor shall have provided the Trustee and the NIMS Insurer with a timely
Addition Notice;
(ii) the
Depositor shall have delivered to the Trustee and the NIMS Insurer a duly
executed Subsequent Transfer Instrument, which shall include a Mortgage Loan
Schedule listing the Subsequent Mortgage Loans, and the Seller shall have
been
directed by the Master Servicer to deliver a computer file containing such
Mortgage Loan Schedule to the Trustee and each Rating Agency at least three
Business Days prior to the related Subsequent Transfer Date;
(iii) as
of
each Subsequent Transfer Date, as evidenced by delivery of the Subsequent
Transfer Instrument, substantially in the form of Exhibit L, neither the
Depositor nor the Seller shall be insolvent nor shall it have been rendered
insolvent by such transfer nor shall it be aware of any pending
insolvency;
(iv) such
sale
and transfer shall not result in a material adverse tax consequence to the
Trust
Fund or the Certificateholders;
(v) the
Funding Period shall not have terminated;
(vi) the
Depositor shall not have selected the Subsequent Mortgage Loans in a manner
that
it believed to be adverse to the interests of the
Certificateholders;
(vii) the
Depositor shall have delivered to the Trustee and the NIMS Insurer a Subsequent
Transfer Instrument confirming the satisfaction of the conditions precedent
specified in this Section 2.09 and, pursuant to the Subsequent Transfer
Instrument, assigned to the Trustee without recourse for the benefit of the
Certificateholders all the right, title and interest of the Depositor, in,
to
and under the Subsequent Mortgage Loan Purchase Agreement, to the extent
of the
Subsequent Mortgage Loans;
(viii) the
Depositor shall have delivered to the Trustee, the Underwriters and the NIMS
Insurer an Opinion of Counsel addressed to the Trustee, the Underwriters
and the
Rating Agencies with respect to the transfer of the Subsequent Mortgage Loans
substantially in the form of the Opinion of Counsel delivered to the Trustee
on
the Closing Date regarding the true sale of the Mortgage Loans; and
(ix) the
Depositor shall have delivered to the Trustee the consent of the NIMS Insurer
to
the transfer of such Subsequent Mortgage Loans.
(c) The
obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any
Subsequent Transfer Date is subject to the satisfaction of the conditions
set
forth in paragraph (d) below and the accuracy of the following representations
and warranties with respect to such Subsequent Mortgage Loan determined as
of
the related Subsequent Cut-off Date: (i) the Subsequent Mortgage Loan may
not be
30 or more days delinquent as of the related Subsequent Cut-off Date; (ii)
the
remaining term to stated maturity of the Subsequent Mortgage Loan shall not
be
less than 170 months and shall not exceed 360 months from its first payment
date; (iii) the Subsequent Mortgage Loan may not provide for negative
amortization; (iv) the Subsequent Mortgage Loan shall not have a Loan-to-Value
Ratio greater than 100.00%; (v) the Subsequent Mortgage Loans shall have,
as of
the Subsequent Cut-off Date, a weighted average term since origination not
in
excess of 5 months; (vi) no Subsequent Mortgage Loan shall have a Mortgage
Rate
less than 6.000% or greater than 12.750%; (vii) the Subsequent Mortgage Loan
shall have been serviced by the Master Servicer since origination or purchase
by
the Originator in accordance with its standard servicing practices; (viii)
the
Subsequent Mortgage Loan must have a first payment date occurring on or before
May 1, 2006; (ix) the Subsequent Mortgage Loan shall have a Stated Principal
Balance no greater than $959,259 and (x) the Subsequent Mortgage Loan shall
have
been underwritten in accordance with the criteria set forth under the section
“The Originator—Underwriting Standards of the Originator” in the Prospectus
Supplement.
(d) Following
the purchase of the Subsequent Group I Mortgage Loans, the Group I Mortgage
Loans (including the related Subsequent Group I Mortgage Loans) shall, as
of the
related Subsequent Cut-off Date: (i) have a weighted average original term
to
stated maturity of not more than 360 months from the first payment date thereon;
(ii) have a weighted average Mortgage Rate of not less than 8.393% and not
more
than 8.493%; (iii) have a weighted average Loan-to-Value Ratio of not more
than
82.45%, (iv) have no Mortgage Loan with a Stated Principal Balance in excess
of
Xxxxxxx Mac loan limits, (v) consist of Mortgage Loans with Prepayment Charges
representing no less than approximately 62.64% of the Group I Mortgage Loans,
(vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group I,
have a
weighted average Gross Margin of not less than 5.998%, (vii) have a weighted
average FICO score of not less than 612, (viii) will have no more than 12.19%
of
the Group I Mortgage Loans with a FICO score of less than 540, in each case,
measured by aggregate Stated Principal Balance of the Group I Mortgage Loans
as
of the Cut-off Date or Subsequent Cut-off Date, as applicable.
Following
the purchase of the Subsequent Group II Mortgage Loans, the Group II Mortgage
Loans (including the related Subsequent Group II Mortgage Loans) shall, as
of
the related Subsequent Cut-off Date: (i) have a weighted average original
term
to stated maturity of not more than 360 months from the first payment date
thereon; (ii) have a weighted average Mortgage Rate of not less than 8.269%
and
not more than 8.369%; (iii) have a weighted average Loan-to-Value Ratio of
not
more than 82.45%; (iv) have no Mortgage Loan with a Stated Principal Balance
in
excess of $959,259; (v) consist of Mortgage Loans with Prepayment Charges
representing no less than approximately 70.06% of the Group II Mortgage Loans;
(vi) with respect to the Adjustable-Rate Mortgage Loans in Loan Group II,
have a
weighted average Gross Margin of not less than 5.998%, (vii) have a weighted
average FICO score of not less than 625, (viii) will have no more than 7.49%
of
the Group II Mortgage Loans with a FICO score of less than 540, in each case,
measured by aggregate Stated Principal Balance of the Group II Mortgage Loans
as
of the related Cut-off Date or Subsequent Cut-off Date, as
applicable.
(e) Notwithstanding
the foregoing, any Subsequent Mortgage Loan may be rejected by the NIMS Insurer
or any Rating Agency if the inclusion of any such Subsequent Mortgage Loan
would
adversely affect the ratings of any class of Certificates or the Notes issued
pursuant to the Indenture (without regard to any policy issued by the NIMs
Insurer). At least one Business Day prior to the related Subsequent Transfer
Date, the Depositor shall obtain confirmation from each Rating Agency which
Subsequent Mortgage Loans, if any, shall not be included in the transfer
on the
related Subsequent Transfer Date and deliver such confirmation to the Trustee
and the Master Servicer; provided, however, that the Master Servicer shall
have
delivered to each Rating Agency at least three Business Days prior to such
Subsequent Transfer Date a computer file reasonably acceptable to each Rating
Agency describing the characteristics specified in paragraphs (c) and (d)
above.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
| SECTION 3.01. |
Master
Servicer to Act as Master Servicer.
|
The
Master Servicer shall service and administer the Mortgage Loans on behalf
of the
Trustee and in the best interests of and for the benefit of the
Certificateholders (as determined by the Master Servicer in its reasonable
judgment) in accordance with (i) the terms of the respective Mortgage Loans
and
any insurance policies related thereto, (ii) all Applicable Regulations,
(iii)
the terms of this Agreement, (iv) the Loss Mitigation Action Plan, if
applicable, and (v) to the extent consistent with the preceding requirements,
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:
(i) any
relationship that the Master Servicer, any Sub-Servicer or any Affiliate
of the
Master Servicer or any Sub-Servicer may have with the related
Mortgagor;
(ii) the
ownership of any Certificate by the Master Servicer or any Affiliate of the
Master Servicer;
(iii) the
Master Servicer’s obligation to make Advances or Servicing Advances;
or
(iv) the
Master Servicer’s or any Sub-Servicer’s right to receive compensation for its
services hereunder or with respect to any particular transaction (the “Servicing
Standard”).
Subject
only to the above-described servicing standards and the terms of this Agreement
and of the respective Mortgage Loans, the Master Servicer shall have full
power
and authority, acting alone or through Sub-Servicers as provided in Section
6.06, 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 Master Servicer in its own
name or
in the name of a Sub-Servicer is hereby authorized and empowered by the Trustee,
in accordance with the servicing standards set forth above, (i) to execute
and
deliver, on behalf of the Certificateholders and the Trustee, any and all
instruments of satisfaction or cancellation, or of partial or full release
or
discharge, or of forbearance, or of modification and all other comparable
instruments, with respect to the Mortgage Loans and the Mortgaged Properties,
(ii) to institute foreclosure proceedings or obtain a deed-in-lieu of
foreclosure to convert the ownership of such properties, and to hold or cause
to
be held title to such properties, in the name of the Trust Fund, on behalf
of
the Trustee and the Certificateholders, (iii) to market, sell and transfer
title
of REO Properties held in the name of the Trust Fund to third party purchasers
upon terms and conditions the Master Servicer deems reasonable under the
Servicing Standard, (iv) to bring or respond to civil actions or complaints
(in
its own name or that of the Trust Fund or the Trustee on behalf of the Trust
Fund) related to any Mortgage Loan, Mortgaged Property or REO Property held
by
the Trust Fund and (v) to execute any other document necessary or appropriate
to
enable the Master Servicer to carry out its servicing and administrative
duties
hereunder consistent with the Servicing Standard.
At
the
written request of the Master Servicer, the Trustee shall execute and furnish
to
the Master Servicer such documents as are necessary or appropriate to enable
the
Master Servicer to carry out its servicing and administrative duties hereunder.
By execution of this Agreement, the Trustee, on behalf of the Trust Fund,
hereby
grants to the Master Servicer a power of attorney to execute any and all
documents necessary to carry out any and all servicing duties described in
this
Agreement (including the taking of and transferring title of REO Properties
to
third parties held in the name of the Trustee for the benefit of the Trust)
and
expressly confirms that this paragraph along with the face page and a copy
of
the signature page (duly executed) to this Agreement shall constitute the
power
of attorney for evidentiary and/or recording purposes. The Trustee shall
not be
liable for the actions of the Master Servicer or any Sub-Servicers under
such
powers of attorney.
Subject
to Section 3.04(d) hereof, in accordance with the Servicing Standard, the
Master
Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the timely payment of taxes on the Mortgaged Properties,
which advances shall be Servicing Advances reimbursable in the first instance
from related collections from the Mortgagors pursuant to Section 3.04(d),
and
further as provided in Section 3.05(a). Any cost incurred by the Master Servicer
or by Sub-Servicers in effecting the timely payment of taxes on a Mortgaged
Property shall not, for the purpose of calculating distributions to
Certificateholders, be added to the unpaid Stated Principal Balance of the
related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
so
permit.
Consistent
with the terms of this Agreement, the Master Servicer may waive, modify or
vary
any term of any Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant indulgence to any Mortgagor
if such waiver, modification, postponement or indulgence is in conformity
with
the Servicing Standard; provided, however, that:
(A) the
Master Servicer shall not make future advances (except as provided in Section
4.03);
(B) the
Master Servicer shall not permit any modification with respect to any Mortgage
Loan that would change the Mortgage Rate, defer or forgive the payment of
any
principal or interest payments, reduce the outstanding Stated Principal Balance
(except for reductions resulting from actual payments of principal) or extend
the final maturity date on such Mortgage Loan (unless as provided in Section
3.02, (i) the Mortgagor is in default with respect to the Mortgage Loan or
(ii)
such default is, in the judgment of the Master Servicer, reasonably
foreseeable); and
(C) the
Master Servicer shall not consent to (i) partial releases of Mortgages, (ii)
alterations, (iii) removal, demolition or division of properties subject
to
Mortgages, (iv) modification or (v) second mortgage subordination agreements
with respect to any Mortgage Loan that would: (i) affect adversely the status
of
any Trust REMIC as a REMIC, (ii) cause any Trust REMIC to be subject to a
tax on
“prohibited transactions” or “contributions” pursuant to the REMIC Provisions,
or (iii) both (x) effect an exchange or reissuance of such Mortgage Loan
under
Section 1001 of the Code (or Treasury regulations promulgated thereunder)
and
(y) cause any Trust REMIC constituting part of the Trust Fund to fail to
qualify
as a REMIC under the Code or the imposition of any tax on “prohibited
transactions” or “contributions” after the Startup Day under the REMIC
Provisions.
To
the
extent consistent with the terms of this Agreement, including Section 2.03
and
Section 2.05, the Master Servicer may waive (or permit a Sub-Servicer to
waive)
a Prepayment Charge only under the following circumstances: (i) such waiver
is
standard and customary in servicing similar Mortgage Loans and (ii) such
waiver
relates to a default or a reasonably foreseeable default and would, in the
reasonable judgment of the Master Servicer, maximize recovery of total proceeds
taking into account the value of such Prepayment Charge and the related Mortgage
Loan.
The
Master Servicer may delegate its responsibilities under this Agreement;
provided, however, that no such delegation shall release the Master Servicer
from the responsibilities or liabilities arising under this Agreement. All
references to Master Servicer in this Agreement shall be deemed to include
any
Sub-Servicer duly appointed by the Master Servicer pursuant to this
Agreement.
| SECTION 3.02. |
Collection
of Certain Mortgage Loan Payments.
|
The
Master Servicer shall make reasonable efforts to collect all payments called
for
under the terms and provisions of the Mortgage Loans, and shall, to the extent
such procedures shall be consistent with this Agreement and the terms and
provisions of any applicable insurance policies, follow such collection
procedures as it would follow with respect to mortgage loans comparable to
the
Mortgage Loans and held for its own account. Consistent with the foregoing,
the
Master Servicer may in its discretion (i) waive any late payment charge or,
if
applicable, penalty interest, (ii) waive any provision of any Mortgage Loan
requiring the related Mortgagor to submit to mandatory arbitration with respect
to disputes arising thereunder or (iii) extend the due dates for the Monthly
Payments due on a Mortgage Note for a period of not greater than 180 days;
provided that any extension pursuant to clause (iii) above shall not affect
the
amortization schedule of any Mortgage Loan for purposes of any computation
hereunder. The NIMS Insurer’s prior written consent shall be required for any
modification, waiver or amendment if the aggregate number of outstanding
Mortgage Loans which have been modified, waived or amended exceeds 5% of
the
number of Mortgage Loans as of the Cut-off Date. In the event of any such
arrangement pursuant to clause (iii) above, the Master 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 Master Servicer, such default is reasonably foreseeable,
the
Master Servicer, consistent with the Servicing Standard, may also waive,
modify
or vary any term of such Mortgage Loan (including modifications that would
change the Mortgage Rate, forgive the payment of principal or interest or
extend
the final maturity date of such Mortgage Loan), accept payment from the related
Mortgagor of an amount less than the Stated Principal Balance in final
satisfaction of such Mortgage Loan, or consent to the postponement of strict
compliance with any such term or otherwise grant indulgence to any Mortgagor
(any and all such waivers, modifications, variances, forgiveness of principal
or
interest, postponements, or indulgences collectively referred to herein as
“forbearance”), provided, however, that in determining which course of action
permitted by this sentence it shall pursue, the Master Servicer shall adhere
to
the Loss Mitigation Action Plan. The Master Servicer’s analysis supporting any
forbearance and the conclusion that any forbearance meets the standards of
Section 3.01 and the Loss Mitigation Action Plan shall be reflected in writing
in the Mortgage File.
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 Master
Servicer in a manner not consistent with the terms of the related Mortgage
Note
and this Agreement, the Master Servicer, upon discovery or receipt of notice
thereof, immediately shall deliver to the Trustee 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 Depositor
and
any successor master servicer in respect of any such liability. Such indemnities
shall survive the termination or discharge of this Agreement.
| SECTION 3.03. |
[Reserved].
|
| SECTION 3.04. |
Collection
Account, Escrow Account and Distribution
Account.
|
(a) Collection
Account.
On
behalf of the Trust Fund, the Master Servicer shall segregate and hold all
funds
collected and received pursuant to each Mortgage Loan separate and apart
from
any of its own funds and general assets and shall establish and maintain
in the
name of the Trustee one or more accounts (such account or accounts, the
“Collection Account”) in accordance with this Section 3.04, held in trust for
the benefit of the Trustee and the Certificateholders.
(b) Deposits
to the Collection Account.
On
behalf of the Trust Fund, the Master 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 one Business Day after the Master Servicer’s receipt thereof,
and shall thereafter deposit in the Collection Account, in no event more
than
two Business Days after the deposit of such funds into the clearing account,
as
and when received or as otherwise required hereunder, and retain therein,
the
following payments and collections received or made by it subsequent to the
Cut-off Date with respect to the Mortgage Loans, or payments (other than
Principal Prepayments) received by it on or prior to the Cut-off Date but
allocable to a Due Period subsequent thereto:
(i) all
payments on account of principal, including Principal Prepayments, on the
Mortgage Loans and REO Properties;
(ii) all
payments on account of interest on the Mortgage Loans and REO Properties
adjusted to the Net Mortgage Rate;
(iii) all
Insurance Proceeds and Liquidation Proceeds (other than proceeds to be held
in
the Escrow Account and applied to the restoration or repair of the Mortgaged
Property or released to the Mortgagor in accordance with the Servicing
Standard), Subsequent Recoveries and any amounts received in respect of the
rental of any REO Property prior to REO Disposition;
(iv) all
proceeds related to the purchase, substitution or repurchase of any Mortgage
Loan or REO Property in accordance with Section 2.03;
(v) any
amounts required to be deposited by the Master Servicer pursuant to Section
3.09
in connection with the deductible clause in any blanket hazard insurance
policy,
such deposit being made from the Master Servicer’s own funds, without
reimbursement therefor;
(vi) any
amounts required to be deposited by the Master Servicer pursuant to Section
3.06
in connection with any losses realized on Permitted Investments with respect
to
funds held in the Collection Account;
(vii) all
amounts required to be deposited in connection with shortfalls in principal
amount of Qualified Substitute Mortgage Loans pursuant to Section 2.03 (for
purposes of this clause (vii), the Cut-off Date with respect to any Qualified
Substitute Mortgage Loan shall be deemed to be the date of
substitution);
(viii) any
amounts required to be deposited by the Master Servicer pursuant to Section
4.03(b); and
(ix) all
Prepayment Charges collected by the Master Servicer, all Prepayment Charges
payable by the Master Servicer pursuant to Section 2.03(b)(ii)(A) and all
Master
Servicer Prepayment Charge Payment Amounts payable by the Master Servicer
pursuant to Section 2.03(b)(ii)(B) as limited by Section
2.03(b)(iii).
The
foregoing requirements for deposit to the Collection Account shall be exclusive,
it being understood and agreed that, without limiting the generality of the
foregoing, payments in the nature of late payment charges, assumption fees,
insufficient funds charges, modification fees and other ancillary fees (but
not
Prepayment Charges) need not be deposited by the Master Servicer in the
Collection Account and shall upon collection, belong to the Master Servicer
as
additional compensation for its servicing activities. In the event the Master
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.
(c) Escrow
Account.
The
Master Servicer shall segregate and hold all funds collected and received
pursuant to each Mortgage Loan which constitute Escrow Payments separate
and
apart from any of its own funds and general assets and shall establish and
maintain in the name of the Trustee one or more accounts (such account or
accounts, the “Escrow Account”) held in trust for the benefit of the
Certificateholders and the Trustee.
(d) Deposits
to the Escrow Account.
The
Master 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 one Business
Day after the Master Servicer’s receipt thereof, and shall thereafter deposit in
the Escrow Account, in no event more than two Business Days after the deposit
of
such funds into the clearing account, as and when received or as otherwise
required hereunder, and retain therein:
(i) all
Escrow Payments collected on account of the Mortgage Loans, for the purpose
of
effecting timely payment of any such items as required under the terms of
this
Agreement; and
(ii) all
Insurance Proceeds which are to be applied to the restoration or repair of
any
Mortgaged Property.
(e) Distribution
Account.
On
behalf of the Trust Fund, the Trustee shall segregate and hold all funds
collected and received pursuant to this Agreement separate and apart from
any of
its own funds and general assets and shall establish and maintain in the
name of
the Trust Fund one or more segregated accounts (such account or accounts,
the
“Distribution Account”), held in trust for the benefit of the
Certificateholders.
(f) Trustee
Deposits to the Distribution Account.
Upon
receipt, the Trustee shall deposit or cause to be deposited into the
Distribution Account all payments of any nature received from the Master
Servicer in accordance with this Agreement. The Trustee shall deposit in
the
Distribution Account any amounts required to be deposited pursuant to Section
3.06 in connection with losses realized on Permitted Investments with respect
to
funds held in the Distribution Account. Furthermore, promptly upon receipt
of
any Stayed Funds, whether from the Master Servicer, a trustee in bankruptcy,
or
federal bankruptcy court or other source, the Trustee shall deposit such
funds
in the Distribution Account, subject to withdrawal thereof pursuant to Section
7.02(b) or as otherwise permitted hereunder.
(g) Master
Servicer Transfer of Funds to the Distribution Account.
On
behalf of the Trust Fund, the Master Servicer shall deliver to the Trustee
in
immediately available funds for deposit in the Distribution Account by 3:00
p.m.
(New York time) on the Master Servicer Remittance Date, (i) that portion
of
Available Funds (calculated without regard to the references in clause (2)
of
the definition thereof to amounts that may be withdrawn from the Distribution
Account) for the related Distribution Date then on deposit in the Collection
Account, (ii) without duplication, the amount of all Prepayment Charges
collected by the Master Servicer, all Prepayment Charges payable by the Master
Servicer pursuant to Section 2.03(b)(ii)(A) and all Master Servicer Prepayment
Charge Payment Amounts payable by the Master Servicer pursuant to Section
2.03(b)(ii)(B), subject to Section 2.03(b)(iii) (in each case to the extent
not
related to Principal Prepayments occurring after the related Prepayment Period)
and (iii) any amounts reimbursable to an Advancing Person pursuant to Section
3.23 and the terms of the related Advance Facility.
In
addition, the Master Servicer shall deliver to the Trustee from time to time
as
required by this Agreement, for deposit and the Trustee shall so deposit,
in the
Distribution Account:
(i) any
Advances, as required pursuant to Section 4.03;
(ii) any
amounts required to be deposited pursuant to Section 3.13 in connection with
any
REO Property;
(iii) any
amounts to be paid in connection with a purchase of Mortgage Loans and REO
Properties pursuant to Section 3.16 and Section 9.01;
(iv) any
Compensating Interest as required pursuant to Section 4.03(e);
(v) any
Stayed Funds, as soon as permitted by the federal bankruptcy court having
jurisdiction in such matters;
(vi) any
amounts required to be paid by the Master Servicer pursuant to Section 3.06
in
connection with any losses realized on Permitted Investments with respect
to
funds held in the Collection Account; and
(vii) any
amounts required to be paid to the Trustee from the assets of the Trust Fund
on
deposit in the Collection Account pursuant to this Agreement, including but
not
limited to amounts required to be paid to the Trustee pursuant to Section
7.02
and Section 8.05.
Funds
held in the Collection Account pursuant to Section 3.04(b) may at any time
be
delivered by the Master Servicer to the Trustee for deposit into the
Distribution Account and for all purposes of this Agreement shall be deemed
to
be a part of the Collection Account until the Business Day prior to the
Distribution Date; provided, however, that the Trustee shall have the sole
authority to withdraw any funds held pursuant to this paragraph. In the event
the Master Servicer shall deliver to the Trustee for deposit in the Distribution
Account any amount not required to be deposited therein, it may at any time
request that the Trustee withdraw such amount from the Distribution Account
and
remit to it any such amount, any provision herein to the contrary
notwithstanding.
(h) Investment
of Account Funds.
Funds
on deposit in the Collection Account, the Distribution Account, any REO Account
and any Escrow Account may be invested in Permitted Investments in accordance
with the provisions set forth in Section 3.06. Any investment earnings or
interest paid on funds deposited in the Collection Account, any REO Account
and
any Escrow Account (subject to Section 3.05(b)) shall accrue to the benefit
of
the Master Servicer and the Master Servicer shall be entitled to retain and
withdraw such interest from each such account on a daily basis. Any investment
earnings or interest paid on funds deposited in the Distribution Account,
shall
accrue to the benefit of the Trustee and the Trustee shall be entitled to
retain
and withdraw such interest from each such account on a daily basis.
Funds
on
deposit in the Pre-Funding Accounts, the Interest Coverage Accounts and the
Net
WAC Rate Carryover Reserve Account may be invested in Permitted Investments
in
accordance with Section 3.06, subject to any limitations set forth in Section
4.07 (with respect to the Pre-Funding Accounts), Section 4.08 (with respect
to
the Interest Coverage Accounts) and Section 4.12 (with respect to the Net
WAC
Rate Carryover Reserve Account) and any investment earnings or interest paid
shall accrue to the benefit of the party designated in such
section.
(i) Creation,
Location and Subsequent Transfers of Accounts.
Each
account created pursuant to this Agreement must be an Eligible Account. On
or
prior to the Closing Date, the Master Servicer and the Trustee shall give
notice, to each other, the NIMS Insurer and the Depositor of the location
of any
account created by it pursuant to this Agreement. From time to time, the
Master
Servicer and the Trustee may each transfer any account created by it to a
different depository institution provided that upon such transfer the written
notice is provided to all other parties listed in the preceding
sentence.
(j) In
order
to comply with laws, rules and regulations applicable to banking institutions,
including those relating to the funding of terrorist activities and money
laundering, the Trustee is required to obtain, verify and record certain
information relating to individuals and entities which maintain a business
relationship with the Trustee. Accordingly, each of the parties agrees to
provide to the Trustee upon its request from time to time such party’s complete
name, address, tax identification number and such other identifying information
together with copies of such party’s constituting documentation, securities
disclosure documentation or such other identifying documentation as may be
available for such party.
| SECTION 3.05. |
Permitted
Withdrawals From the Collection Account, Escrow Account and Distribution
Account.
|
(a) Collection
Account.
The
Master Servicer may, from time to time, withdraw from the Collection Account
for
the following purposes or as described in Section 4.03:
(i) to
remit
to the Trustee for deposit in the Distribution Account the amounts required
to
be so remitted pursuant to Section 3.04(g) or permitted to be so remitted
pursuant to the last paragraph of Section 3.04(g);
(ii) subject
to Section 3.12(c), to reimburse itself for (a) any unpaid Servicing Fees,
(b)
any unreimbursed Servicing Advances and (c) any unreimbursed Advances, the
Master Servicer’s right to reimburse itself pursuant to this subclause (ii)
being limited to any Late Collections, Liquidation Proceeds, Subsequent
Recoveries and Insurance Proceeds received on the related Mortgage Loan and
any
amounts received in respect of the rental of the related REO Property prior
to
an REO Disposition that represent payments of principal and/or interest
respecting which any such advance was made;
(iii) to
reimburse itself for (a) any unpaid Servicing Fees to the extent not recoverable
under Section 3.05(a)(ii) and (b) any unpaid Advances or Servicing Advances
that
have been deemed Nonrecoverable Advances or Nonrecoverable Servicing
Advances;
(iv) to
pay to
itself any Prepayment Interest Excess;
(v) to
reimburse itself for any amounts paid pursuant to Section 3.12(b) (and not
otherwise previously reimbursed);
(vi) to
pay to
itself as servicing compensation any interest earned on funds in the Collection
Account;
(vii) subject
to Section 4.03(b), to reimburse the Master Servicer in respect of any
unreimbursed Advances to the extent of funds held in the Collection Account
for
future distribution that were not included in Available Funds for the preceding
Distribution Date;
(viii) to
reimburse the Master Servicer or the Depositor for expenses incurred by or
reimbursable to the Master Servicer or the Depositor, as the case may be,
pursuant to Section 6.03;
(ix) to
remit
to the Trustee any amounts that the Trustee is permitted to be paid or
reimbursed from the assets of the Trust Fund pursuant to the terms of this
Agreement, including the terms of Section 7.02(a) and Section 8.05 of this
Agreement;
(x) to
reimburse the NIMS Insurer, the Master Servicer (if the Master Servicer is
not
an Affiliate of the Seller) or the Trustee, as the case may be, for enforcement
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;
(xi) to
pay to
the Master Servicer, the Depositor 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(a) all amounts received thereon
subsequent to the date of purchase or substitution, as the case may
be;
(xii) to
transfer funds in the Collection Account maintained at a particular depository
to the Collection Account maintained at a different depository, pursuant
to
Section 3.04(i); and
(xiii) to
clear
and terminate the Collection Account upon the termination of this
Agreement.
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 shall be remitted to
the
Trustee, 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 Master Servicer shall, on or before 3:00 p.m. New
York time on such Business Day, withdraw from the Collection Account any
and all
amounts payable or reimbursable to the Depositor, the Master Servicer, the
Trustee or any Sub-Servicer pursuant to Section 3.05 and shall pay such amounts
to the Persons entitled thereto.
The
foregoing requirements for withdrawal from the Collection Account shall be
exclusive. In the event the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited therein, it may at any time
withdraw such amount from the Collection Account, any provision herein to
the
contrary notwithstanding.
The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of justifying any withdrawal from
the
Collection Account, to the extent held by or on behalf of it, pursuant to
subclauses (ii), (iii), (iv), (v), (vi), (vii), (viii) and (xi) above. The
Master Servicer shall provide written notification to the Trustee and the
NIMS
Insurer on or prior to the next succeeding Master Servicer Reporting Date,
upon
making any withdrawals from the Collection Account pursuant to subclause
(viii)
above.
(b) Escrow
Account.
The
Master Servicer may, from time to time, withdraw from the Escrow Account
for the
following purposes:
(i) to
effect
payments of ground rents, taxes, hazard insurance premiums and comparable
items;
(ii) to
reimburse the Master Servicer for any Servicing Advance made by the Master
Servicer with respect to a related Mortgage Loan but only from amounts received
on the related Mortgage Loan which represent late payments or Late Collections
of Escrow Payments thereunder;
(iii) to
refund
to the Mortgagor any funds as may be determined to be overages;
(iv) for
transfer to the Collection Account in accordance with the terms of this
Agreement;
(v) for
application to restoration or repair of the Mortgaged Property;
(vi) to
pay to
the Master Servicer, or to the Mortgagor to the extent required by the related
Mortgage Loan or Applicable Regulations, any interest paid on the funds
deposited in the Escrow Account;
(vii) to
clear
and terminate the Escrow Account on the termination of this Agreement;
and
(viii) to
transfer to the Collection Account any Insurance Proceeds.
In
the
event the Master Servicer shall deposit in an Escrow Account any amount not
required to be deposited therein, it may at any time withdraw such amount
from
such Escrow Account, any provision herein to the contrary notwithstanding.
As
part of its servicing duties, the Master Servicer shall pay to the Mortgagor
interest on funds in the Escrow Account, to the extent required by the related
Mortgage Loan or Applicable Regulations, and to the extent that interest
earned
on funds in the Escrow Account is insufficient, shall pay such interest from
its
own funds, without any reimbursement therefor. The Master Servicer may pay
to
itself any excess interest on funds in the Escrow Account, to the extent
such
action is in conformity with the Servicing Standard, is permitted by law
and
such amounts are not required to be paid to Mortgagors or used for any of
the
other purposes set forth above.
(c) Distribution
Account.
The
Trustee shall, from time to time, make withdrawals from the Distribution
Account, for any of the following purposes:
(i) to
make
distributions to the Swap Account in accordance with Section 4.10;
(ii) to
make
distributions to Certificateholders in accordance with Section
4.01;
(iii) to
pay to
itself amounts to which it is entitled pursuant to Section 8.05;
(iv) to
pay
itself any interest income earned on funds deposited in the Distribution
Account
pursuant to Section 3.06;
(v) to
reimburse itself pursuant to Section 7.01 and Section 7.02(b);
(vi) to
pay
any amounts in respect of taxes pursuant to Section 10.01(g)(iii);
(vii) to
reimburse the NIMS Insurer for Net Swap Payments paid by the NIMS Insurer
to the
Interest Rate Swap Provider pursuant to Section 4.10 (only to the extent
the
Trustee’s failure to make distributions in accordance with Section 3.05(c)(i) is
not due to insufficient funds in the Distribution Account); and
(viii) to
clear
and terminate the Distribution Account pursuant to Section 9.01.
| SECTION 3.06. |
Investment
of Funds in the Collection Account, the Escrow Account, the REO
Account
and the Distribution Account.
|
(a) The
Master Servicer may direct any depository institution maintaining the Collection
Account, the Escrow Account (subject to Section 3.05(b)), and the REO Account
and the Trustee may direct any depository institution maintaining the
Distribution Account (for purposes of this Section 3.06, each an “Investment
Account”), to invest the funds in such Investment Account in one or more
Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately
preceding the date on which such funds are required to be withdrawn from
such
account pursuant to this Agreement, if a Person other than the Trustee is
the
obligor thereon, and (ii) no later than the date on which such funds are
required to be withdrawn from such Investment Account pursuant to this
Agreement, if the Trustee 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 Trustee (in its capacity
as such) or in the name of a nominee of the Trustee. The Trustee shall be
entitled to sole possession (except with respect to investment direction
of
funds held in the Collection Account, the Escrow Account, and the REO Account)
over each such investment and (except with respect to the income on funds
held
in the Collection Account, the Escrow Account and the REO Account) the income
thereon, and any certificate or other instrument evidencing any such investment
shall be delivered directly to the Trustee or its agent, together with any
document of transfer necessary to transfer title to such investment to the
Trustee or its nominee. In the event amounts on deposit in an Investment
Account
are at any time invested in a Permitted Investment payable on demand, the
Trustee shall:
(i) 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
(ii) demand
payment of all amounts due thereunder promptly upon determination by a
Responsible Officer of the Trustee that such Permitted Investment would not
constitute a Permitted Investment in respect of funds thereafter on deposit
in
the Investment Account.
(b) All
income in the nature of interest from the investment of funds in the Collection
Account, the Escrow Account (subject to Section 3.05(b)) and the REO Account
shall be for the benefit of the Master Servicer as compensation for the Master
Servicer’s services pursuant to this Agreement. The Master Servicer shall
deposit in the Collection Account, the Escrow Account, and the REO Account
, as
applicable, from its own funds the amount of any loss incurred in respect
of any
such Permitted Investment made with funds in such account immediately upon
realization of such loss.
(c) All
income in the nature of interest or earnings from the investment of funds
in the
Distribution Account shall be for the benefit of the Trustee as compensation
for
the Trustee’s services pursuant to this Agreement. The Trustee shall deposit in
the Distribution Account from its own funds the amount of any loss incurred
on
Permitted Investments in the Distribution Account.
(d) Funds
on
deposit in the Net WAC Rate Carryover Reserve Account may be invested in
Permitted Investments in accordance with Section 4.11 and any investment
earnings or interest paid shall accrue to the benefit of the party designated
in
such section and the party so designated shall deposit in the related account
from its own funds the amount of any loss incurred on Permitted Investments
in
such account.
(e) Except
as
otherwise expressly provided in this Agreement, if any default occurs in
the
making of a payment due under any Permitted Investment, or if a default occurs
in any other performance required under any Permitted Investment, the Trustee
may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request
of the
NIMS Insurer or 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.
(f) The
Trustee or its Affiliates are permitted to receive compensation that could
be
deemed to be in the Trustee’s economic self-interest for (i) serving as
investment adviser, administrator, shareholder, servicing agent, custodian
or
sub-custodian with respect to certain of the Permitted Investments, (ii)
using
Affiliates to effect transactions in certain Permitted Investments and (iii)
effecting transactions in certain Permitted Investments. Such compensation
shall
not be considered an amount that is reimbursable or payable pursuant to Section
3.05.
| SECTION 3.07. |
Payment
of Taxes, Insurance and Other
Charges.
|
With
respect to each Mortgage Loan, the Master Servicer shall maintain accurate
records reflecting the status of ground rents, taxes and other charges which
are
or may become a lien upon the Mortgaged Property and the status of fire and
hazard insurance coverage and, as to those Mortgage Loans subject to a voluntary
escrow agreement, shall obtain, from time to time, all bills for the payment
of
such charges (including renewal premiums) and shall effect payment thereof
prior
to the applicable penalty or termination date and at a time appropriate for
securing maximum discounts allowable, employing for such purpose deposits
of the
Mortgagor in the Escrow Account which shall have been estimated and accumulated
by the Master Servicer in amounts sufficient for such purposes, as allowed
under
the terms of the Mortgage or Applicable Regulations. The Master Servicer
assumes
full responsibility for the timely payment of all such bills and shall effect
timely payments of all such bills irrespective of the Mortgagor’s faithful
performance in the payment of same or the making of the Escrow Payments and
shall make Servicing Advances from its own funds to effect such payments.
To the
extent that the Mortgage does not provide for Escrow Payments, the Master
Servicer shall use reasonable efforts consistent with the Servicing Standard
to
determine that any such payments are made by the Mortgagor at the time they
first become due and shall ensure that the Mortgaged Property is not lost
to a
tax lien as a result of nonpayment and that such Mortgaged Property is not
left
uninsured.
| SECTION 3.08. |
Maintenance
of Hazard Insurance.
|
The
Master Servicer shall cause to be maintained for each Mortgage Loan fire
insurance with extended coverage on the related Mortgaged Property in an
amount
which is at least equal to the least of (i) the current Stated Principal
Balance
of such Mortgage Loan, (ii) the amount necessary to fully compensate for
any
damage or loss to the improvements that are a part of such property on a
replacement cost basis and (iii) the maximum insurable value of the improvements
which are a part of such Mortgaged Property, 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 Master Servicer
shall also cause to be maintained fire insurance with extended coverage on
each
REO Property in an amount which is at least equal to the lesser of (i) the
maximum insurable value of the improvements which are a part of such property
and (ii) the outstanding Stated Principal Balance of the related Mortgage
Loan,
plus accrued interest at the Mortgage Rate and related Servicing Advances
(each
measured at the time it became an REO Property). The Master Servicer shall
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 Master 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 Master 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 3.05, if received in respect of a Mortgage
Loan,
or in the REO Account, subject to withdrawal pursuant to Section 3.13, if
received in respect of an REO Property. Any cost incurred by the Master Servicer
in maintaining any such insurance shall not, for the purpose of calculating
distributions to Certificateholders, be added to the unpaid Stated Principal
Balance of the related Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan so permit. It is understood and agreed that no earthquake or
other
additional insurance is to be required of any Mortgagor other than pursuant
to
such applicable laws and regulations as shall at any time be in force and
as
shall require 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
Master
Servicer shall cause to be maintained a flood insurance policy in respect
thereof. Such flood insurance shall be in an amount equal to the lesser of
(i)
the unpaid Stated Principal Balance of the related Mortgage Loan; (ii) the
maximum amount of such insurance available for the related Mortgaged Property
under the national flood insurance program (assuming that the area in which
such
Mortgaged Property is located is participating in such program); and (iii)
the
maximum insurable value of the improvements which are part of the related
Mortgaged Property.
| SECTION 3.09. |
Maintenance
of Mortgage Blanket Insurance.
|
In
the
event that the Master Servicer shall obtain and maintain a blanket policy
with
an insurer having a General Policy Rating of “A:V” or better in Best’s Key
Rating Guide (or such other rating that is comparable to such rating) 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 Section 3.08, it being understood and agreed that such policy may contain
a
deductible clause, in which case the Master 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 Section 3.08,
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 Master Servicer agrees to prepare and present, on behalf of itself,
the Trustee and the Certificateholders, claims under any such blanket policy
in
a timely fashion in accordance with the terms of such policy.
| SECTION 3.10. |
Fidelity
Bond; Errors and Omissions
Insurance.
|
The
Master Servicer shall keep in force during the term of this Agreement a policy
or policies of insurance covering errors and omissions for failure in the
performance of the Master Servicer’s obligations under this Agreement, which
policy or policies shall be in such form and amount that would meet the
requirements of Xxxxxx Xxx or Xxxxxxx Mac if it were the purchaser of the
Mortgage Loans, unless the Master Servicer has obtained a waiver of such
requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall also
maintain a fidelity bond in the form and amount that would meet the requirements
of Xxxxxx Mae or Xxxxxxx Mac, unless the Master Servicer has obtained a waiver
of such requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer
shall
provide the Trustee and the NIMS Insurer (upon reasonable request) with copies
of any such insurance policies and fidelity bond. The Master Servicer shall
be
deemed to have complied with this provision if an Affiliate of the Master
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 Master Servicer. Any such errors and omissions
policy
and fidelity bond shall by its terms not be cancelable without thirty days’
prior written notice to the Trustee. The Master Servicer shall also cause
each
Sub-Servicer to maintain a policy of insurance covering errors and omissions
and
a fidelity bond which would meet such requirements.
| SECTION 3.11. |
Enforcement
of Due-On-Sale Clauses; Assumption
Agreements.
|
The
Master Servicer shall, 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
Master Servicer shall not exercise any such rights if prohibited by law from
doing so. If the Master 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
Master
Servicer is authorized to 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 Master Servicer is also authorized to enter into a
substitution of liability agreement with such person, pursuant to which the
original Mortgagor is released from liability and such person is substituted
as
the Mortgagor and becomes liable under the Mortgage Note, provided that no
such
substitution shall be effective unless such person satisfies the underwriting
criteria of the Master Servicer. In connection with any assumption or
substitution, the Master 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 Master 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, or a new policy
meeting
the requirements of this Section is obtained. Any fee collected by the Master
Servicer in respect of an assumption or substitution of liability agreement
shall be retained by the Master 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 or otherwise permitted under Section 3.01.
The
Master Servicer shall notify the Trustee and any respective Custodian that
any
such substitution or assumption agreement has been completed by forwarding
to
the Trustee or to such Custodian, as the case may be, 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 Master
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 Master Servicer may be restricted by law from preventing, for any reason
whatever. For purposes of this Section 3.11, 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 3.12. |
Realization
Upon Defaulted Mortgage Loans.
|
(a) The
Master Servicer shall, consistent with the Servicing Standard and the Loss
Mitigation Action Plan, 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 3.02. The Master Servicer
shall be responsible for all costs and expenses incurred by it in any such
proceedings; provided, however, that such costs and expenses shall be
recoverable as Servicing Advances by the Master Servicer as contemplated
in
Section 3.05 and Section 3.13. The foregoing is subject to the provision
that:
(i) in any case in which Mortgaged Property shall have suffered damage from
an
Uninsured Cause, the Master 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 shall increase the proceeds of liquidation
of
the related Mortgage Loan after reimbursement to itself for such expenses
and
(ii) with respect to any second lien Mortgage Loan, if, after such Mortgage
Loan
becomes 180 days or more delinquent and the Master Servicer, after making
a
Final Recovery Determination, determines that a net recovery that would
eliminate or reduce a Realized Loss by more than an immaterial amount is
not
possible through foreclosure, such Mortgage Loan may be charged off and such
Mortgage Loan shall be treated as a Liquidated Mortgage Loan giving rise
to a
Realized Loss.
(b) Notwithstanding
the foregoing provisions of this Section 3.12 or any other provision of this
Agreement, with respect to any Mortgage Loan as to which the Master 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 Master Servicer
shall not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
Property as a result of or in lieu of foreclosure or otherwise or (ii) otherwise
acquire possession of, or take any other action with respect to, such Mortgaged
Property, if, as a result of any such action, the Trustee, the Trust Fund
or the
Certificateholders would be considered to hold title to, to be a
“mortgagee-in-possession” of, or to be an “owner” or “operator” of such
Mortgaged Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to
time,
or any comparable law, unless the Master 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:
(i) 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
(ii) 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.
Notwithstanding
the foregoing, if such environmental audit reveals, or if the Master Servicer
has actual knowledge or notice, that such Mortgaged Property contains such
toxic
or hazardous wastes or substances, the Master Servicer shall not foreclose
or
accept a deed in lieu of foreclosure without the prior written consent of
the
NIMS Insurer.
The
cost
of the environmental audit report contemplated by this Section 3.12 shall
be
advanced by the Master Servicer, subject to the Master Servicer’s right to be
reimbursed therefor from the Collection Account as provided in Section
3.05(a)(v), 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
Master 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 Master Servicer
shall
take such action as it deems to be in the best economic interest of the Trust
Fund; provided, however, that the Master Servicer shall not proceed with
foreclosure or acceptance of a deed in lieu of foreclosure if the estimated
costs of the environmental clean up, as estimated in the environmental audit
report, together with the Advances made by the Master Servicer and the estimated
costs of foreclosure or acceptance of a deed in lieu of foreclosure exceeds
the
estimated value of the Mortgaged Property. The cost of any such compliance,
containment, cleanup or remediation shall be advanced by the Master Servicer,
subject to the Master Servicer’s right to be reimbursed therefor from the
Collection Account as provided in Section 3.05(a)(v), 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) Proceeds
received in connection with any Final Recovery Determination, as well as
any
recovery resulting from a partial collection of Insurance Proceeds, Subsequent
Recoveries or Liquidation Proceeds, in respect of any Mortgage Loan, shall
be
applied in the following order of priority: first,
to
reimburse the Master Servicer or any Sub-Servicer for any related unreimbursed
Servicing Advances and Advances, pursuant to Section 3.05(a)(ii); 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 shall be
allocated by the Master 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 Master Servicer
or
any Sub-Servicer pursuant to Section 3.05(a)(ii).
| SECTION 3.13. |
Title,
Management and Disposition of REO
Property.
|
(a) The
deed
or certificate of sale of any REO Property shall be taken in the name of
the
Trustee, or its nominee, in trust for the benefit of the Certificateholders.
Pursuant to the power of attorney granted in Section 3.01, the Master Servicer
is hereby authorized to transfer the title of any REO Property taken in the
name
of the Trustee to a third party purchaser pursuant to this Section 3.13 without
further documentation of its authority as attorney-in-fact for the Trustee
on
behalf of the Trust. The Master Servicer, on behalf of the Trust Fund (and
on
behalf of the Trustee for the benefit of the Certificateholders), shall either
sell any REO Property before the close of the third taxable year after 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 three-year grace period would otherwise
expire, an extension of the three-year grace period, unless the Master Servicer
shall have delivered to the Trustee, the NIMS Insurer and the Depositor an
Opinion of Counsel, addressed to the Trustee, the NIMS Insurer and the
Depositor, to the effect that the holding by the Trust Fund of such REO Property
subsequent to three years after its acquisition shall not result in the
imposition on any Trust REMIC 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 Master Servicer shall manage, conserve, protect and operate each REO
Property for the benefit of the Certificateholders and 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
Master 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
Master Servicer shall be permitted to allow the Collection Account to serve
as
the REO Account, subject to separate ledgers for each REO Property. The Master
Servicer shall be entitled to retain or withdraw any interest income paid
on
funds deposited in the REO Account.
(c) The
Master Servicer shall have full power and authority, subject only to the
specific requirements and prohibitions of this Agreement (including the Loss
Mitigation Action Plan), to do any and all things in connection with any
REO
Property as are consistent with the manner in which the Master Servicer manages
and operates similar property owned by the Master Servicer or any of its
Affiliates, all on such terms and for such period as the Master Servicer
deems
to be in the best interests of Certificateholders and appropriate to effect
the
prompt disposition and sale of the REO Property. In connection therewith,
the
Master 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 one Business
Day after the Master Servicer’s receipt thereof, and shall thereafter deposit in
the REO Account, in no event more than two Business Days 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:
(i) all
insurance premiums due and payable in respect of such REO Property;
(ii) all
real
estate taxes and assessments in respect of such REO Property that may result
in
the imposition of a lien thereon; and
(iii) all
costs
and expenses necessary to maintain such REO Property.
To
the
extent that amounts on deposit in the REO Account with respect to an REO
Property are insufficient for the purposes set forth in clauses (i) through
(iii) above with respect to such REO Property, the Master Servicer shall
advance
from its own funds such amount as is necessary for such purposes if, but
only
if, the Master Servicer would make such advances if the Master Servicer owned
the REO Property and if in the Master Servicer’s judgment, the payment of such
amounts shall be recoverable from the rental or sale of the REO
Property.
Notwithstanding
the Master Servicer’s obligation to the Certificateholders to manage and operate
(including the collection of rents from existing tenants and management of
any
leases acquired with the REO property to the extent applicable) the REO Property
from the date of acquisition until the date of sale, neither the Master Servicer
nor the Trustee shall knowingly:
(i) authorize
the Trust Fund to enter into, renew or extend any New Lease with respect
to any
REO Property, if the New Lease by its terms shall give rise to any income
that
does not constitute Rents from Real Property;
(ii) authorize
any amount to be received or accrued under any New Lease other than amounts
that
shall constitute Rents from Real Property;
(iii) authorize
any construction on any REO Property, other than the completion of a building
or
other improvement thereon, and then only if more than ten percent of the
construction of such building or other improvement was completed before default
on the related Mortgage Loan became imminent, all within the meaning of Section
856(e)(4)(B) of the Code; or
(iv) authorize
any Person to Directly Operate any REO Property on any date more than 90
days
after its date of acquisition by the Trust Fund;
unless,
in any such case, the Master Servicer has obtained an Opinion of Counsel,
provided to the Trustee and the NIMS Insurer, to the effect that such action
shall not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code at any time that it
is held
by the Trust Fund, and (B) the Master Servicer has received written notice
from
the Trustee that it has received written consent from the NIMS Insurer (which
consent shall not be unreasonably withheld) that the specific action may
be
taken.
The
Master 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 Master
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 3.13(c) relating to any such contract or to
actions taken through any such Independent Contractor shall be deemed to
relieve
the Master 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
Master 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
Master 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 Master Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to
limit
or modify such indemnification. The Master Servicer shall be solely liable
for
all fees owed by it to any such Independent Contractor, irrespective of whether
the Master Servicer’s compensation pursuant to Section 3.18 is sufficient to pay
such fees. The Master Servicer shall not engage an Independent Contractor
to
engage in any activities that the Master Servicer would not be permitted
to
engage in itself in accordance with the other provisions of this Agreement
(including the Loss Mitigation Action Plan).
(d) In
addition to the withdrawals permitted under Section 3.13(c), the Master Servicer
may from time to time make withdrawals from the REO Account for any REO
Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in
respect
of the related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer
for unreimbursed Servicing Advances and Advances made in respect of such
REO
Property or the related Mortgage Loan. On the Master Servicer Remittance
Date,
the Master Servicer shall withdraw from each REO Account maintained by it
and
deposit into the Distribution Account in accordance with Section 3.04(g)(ii),
for distribution on the related Distribution Date in accordance with Section
4.01, the income from the related REO Property received during the prior
calendar month, net of any withdrawals made pursuant to Section 3.13(c) or
this
Section 3.13(d).
(e) Subject
to the time constraints set forth in Section 3.13(a) (including the constraint
that the Master Servicer hold and manage each REO Property “solely for the
purpose of its prompt disposition”) each REO disposition shall be carried out by
the Master Servicer at such price and upon such terms and conditions as shall
be
in conformity with the requirements of the Loss Mitigation Action Plan and
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 Master Servicer or any Sub-Servicer as provided above,
shall be deposited in the Distribution Account in accordance with Section
3.04(g)(ii) on the Master 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).
| SECTION 3.14. |
[Reserved].
|
| SECTION 3.15. |
Reports
of Foreclosure and Abandonment of Mortgaged
Properties.
|
The
Master 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 3.16. |
Optional
Purchase of Defaulted Mortgage
Loans.
|
(a)
(i) The
NIMS Insurer may, at its option, purchase a Mortgage Loan which has become
90 or
more days delinquent or for which the Master Servicer has accepted a deed
in
lieu of foreclosure. Prior to purchase pursuant to this Section 3.16(a)(i),
the
Master Servicer shall be required to continue to make Advances pursuant to
Section 4.03. The NIMS Insurer shall not use any procedure in selecting Mortgage
Loans to be repurchased which is materially adverse to the interests of the
Certificateholders. The NIMS Insurer shall purchase such delinquent Mortgage
Loan at a price equal to the Purchase Price of such Mortgage Loan. Any such
purchase of a Mortgage Loan pursuant to this Section 3.16(a)(i) shall be
accomplished by remittance to the Master Servicer for deposit in the Collection
Account of the amount of the Purchase Price. The Trustee shall effectuate
the
conveyance of such delinquent Mortgage Loan to the NIMS Insurer to the extent
necessary, as requested, and the Trustee shall promptly deliver all
documentation to the NIMS Insurer.
(i) During
the first full calendar month (but excluding the last Business Day thereof)
following a Mortgage Loan or related REO Property becoming 90 days or more
delinquent, the Master Servicer shall have the option, but not the obligation
to
purchase from the Trust Fund any such Mortgage Loan or related REO Property
that
is then still 90 days or more delinquent, which the Master Servicer determines
in good faith shall otherwise become subject to foreclosure proceedings
(evidence of such determination to be delivered in writing to the Trustee
prior
to purchase), at a price equal to the Purchase Price. The Purchase Price
for any
Mortgage Loan or related REO Property purchased hereunder shall be deposited
in
the Collection Account, and the Trustee, upon written certification of such
deposit, shall release or cause to be released to the Master Servicer the
related Mortgage File and the Trustee shall execute and deliver such instruments
of transfer or assignment, in each case without recourse, as the Master Servicer
shall furnish and as shall be necessary to vest in the Master Servicer title
to
any Mortgage Loan or related REO Property released pursuant hereto.
(b) If
with
respect to any delinquent Mortgage Loan or related REO Property, the option
of
the Master Servicer set forth in the preceding paragraph shall have arisen
but
the Master Servicer shall have failed to exercise such option on or before
the
Business Day preceding the last Business Day of the calendar month following
the
calendar month during which such Mortgage Loan or related REO Property first
became 90 days or more delinquent, then such option shall automatically expire;
provided, however, that if any such Mortgage Loan or related REO Property
shall
cease to be 90 days or more delinquent but then subsequently shall again
become
90 days or more delinquent, then the Master Servicer shall be entitled to
another repurchase option with respect to such Mortgage Loan or REO Property
as
provided in the preceding paragraph.
| 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 Master Servicer
of a
notification that payment in full shall be escrowed in a manner customary
for
such purposes, the Master Servicer shall promptly notify the Trustee and
any
related Custodian by a certification in the form of Exhibit E or such other
form
supplied by the Master Servicer provided that it does not differ from the
substantive content of Exhibit E (which certification shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Collection Account
pursuant to Section 3.04(b) have been or shall be so deposited) of a Servicing
Officer and shall request delivery to it of the Mortgage File. Upon receipt
of
such certification and request, the Trustee or such Custodian, as the case
may
be, shall promptly release (and in no event more than three (3) Business
Days
thereafter) the related Mortgage File to the Master Servicer. No expenses
incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Collection Account or the Distribution
Account.
(b) From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any insurance policy
relating to the Mortgage Loans, the Trustee and any related Custodian shall,
upon request of the Master Servicer and delivery to the Trustee or such
Custodian, as the case may be, of a Request for Release in the form of Exhibit
E
or such other form supplied by the Master Servicer provided that it does
not
differ from the substantive content of Exhibit E, release the related Mortgage
File to the Master Servicer, and the Trustee shall, at the direction of the
Master Servicer, execute such documents as shall be necessary to the prosecution
of any such proceedings and the Master Servicer shall retain such Mortgage
File
in trust for the benefit of the Certificateholders. Such Request for Release
shall obligate the Master Servicer to return each and every document previously
requested from the Mortgage File to the Trustee or to such Custodian when
the
need therefor by the Master 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 Master Servicer has delivered to 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, upon request, a copy
of the
Request for Release shall be released by the Trustee or such Custodian to
the
Master Servicer.
(c) Upon
written certification of a Servicing Officer, the Trustee shall execute and
deliver to the Master 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 shall 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.
(d) The
Trustee and the Master Servicer may mutually agree on policies and procedures
(commercially reasonable in nature) to allow the submission of any and all
requests for the release of a Mortgage File electronically with a digital
signature or other identifier to designate the Servicing Officer of the Master
Servicer requesting such collateral.
| SECTION 3.18. |
Servicing
Compensation.
|
As
compensation for the activities of the Master Servicer hereunder, the Master
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 4.03(e). In addition, the Master Servicer shall be entitled
to recover unpaid Servicing Fees out of Insurance Proceeds, Subsequent
Recoveries or Liquidation Proceeds to the extent permitted by Section
3.05(a)(ii), out of general funds in the Collection Account to the extent
permitted by Section 3.05(a) and out of amounts derived from the operation
and
sale of an REO Property to the extent permitted by Section 3.13. 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 Master Servicer’s responsibilities
and obligations under this Agreement.
Additional
servicing compensation in the form of assumption fees, late payment charges,
insufficient funds fees, reconveyance fees and other similar fees and charges
(other than Prepayment Charges) shall be retained by the Master Servicer
only to
the extent such amounts, fees or charges are received by the Master Servicer.
The Master Servicer shall also be entitled pursuant to Section 3.05(a)(vi)
to
withdraw from the Collection Account, pursuant to Section 3.04(h) to withdraw
from any Escrow Account and pursuant to Section 3.13(b) to withdraw from
any REO
Account, as additional servicing compensation, interest or other income earned
on deposits therein, subject to Section 3.06. The Master 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
3.08, Section 3.09 and Section 3.10, to the extent such premiums are not
paid by
the related Mortgagors or by a Sub-Servicer, servicing compensation of each
Sub-Servicer, and to the extent provided in Section 8.05, the fees and expenses
of the Trustee) and shall not be entitled to reimbursement therefor except
as
specifically provided herein.
| SECTION 3.19. |
Statement
as to Compliance.
|
The
Master Servicer will deliver to the Trustee, not later than March 20th
of each
calendar year beginning in 2007, an Officers’ Certificate (an “Annual Statement
of Compliance”) stating, as to each signatory thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year and
of
performance under this Agreement has been made under such officers’ supervision
and (ii) to the best of such officers’ knowledge, based on such review, the
Master Servicer has fulfilled all of its obligations under this Agreement
in all
material respects throughout such year, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status of cure provisions
thereof. Such Annual Statement of Compliance shall contain no restrictions
or
limitations on its use. The Master Servicer shall deliver a similar Annual
Statement of Compliance by any Sub-Servicer to which the Master Servicer
has
delegated any servicing responsibilities with respect to the Mortgage Loans,
to
the Trustee as described above as and when required with respect to the Master
Servicer.
The
Master Servicer shall indemnify and hold harmless the Trustee and its officers,
directors and Affiliates from and against any actual losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs,
judgments and other costs and expenses that the Trustee may sustain based
upon a
breach of the Master Servicer’s obligations under this Section
3.19.
| SECTION 3.20. |
Assessments
of Compliance and Attestation
Reports.
|
The
Master Servicer shall service and administer the Mortgage Loans in accordance
with all applicable requirements of the Servicing Criteria (as set forth
in
Exhibit M hereto). Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act
and
Item 1122 of Regulation AB, the Master Servicer shall deliver to the Trustee
on
or before March 20th
of each
calendar year beginning in 2007, a report regarding the Master Servicer’s
assessment of compliance (an “Assessment of Compliance”) with the Servicing
Criteria during the preceding calendar year. The Assessment of Compliance
shall
contain the following:
(a) A
statement by such officer of its responsibility for assessing compliance
with
the Servicing Criteria applicable to the Master Servicer;
(b) A
statement by such officer that such officer used the Servicing Criteria,
and
which will also be attached to the Assessment of Compliance, to assess
compliance with the Servicing Criteria applicable to the Master
Servicer;
(c) An
assessment by such officer of the Master Servicer’s compliance with the
applicable Servicing Criteria for the period consisting of the preceding
calendar year, including disclosure of any material instance of noncompliance
with respect thereto during such period, which assessment shall be based
on the
activities it performs with respect to asset-backed securities transactions
taken as a whole involving the Master Servicer, that are backed by the same
asset type as the Mortgage Loans;
(d) A
statement that a registered public accounting firm has issued an Attestation
Report on the Master Servicer’s Assessment of Compliance for the period
consisting of the preceding calendar year; and
(e) A
statement as to which of the Servicing Criteria, if any, are not applicable
to
the Master Servicer, which statement shall be based on the activities it
performs with respect to asset-backed securities transactions taken as a
whole
involving the Master Servicer, that are backed by the same asset type as
the
Mortgage Loans.
Such
report at a minimum shall address each of the Servicing Criteria specified
on
Exhibit M hereto which are indicated as applicable to the Master
Servicer.
On
or
before March 20th
of each
calendar year beginning in 2007, the Master Servicer shall furnish to the
Trustee a report (an “Attestation Report”) by a registered public accounting
firm that attests to, and reports on, the Assessment of Compliance made by
the
Master Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act
and
Item 1122(b) of Regulation AB, which Attestation Report must be made in
accordance with standards for attestation reports issued or adopted by the
Public Company Accounting Oversight Board.
The
Master Servicer shall cause any Sub-Servicer, and each subcontractor determined
by the Master Servicer to be “participating in the servicing function” within
the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and
the
Depositor an Assessment of Compliance and Attestation Report as and when
provided above.
Such
Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address
each of the Servicing Criteria specified on Exhibit M hereto which are indicated
as applicable to any “primary servicer.” Notwithstanding the foregoing, as to
any subcontractor, an Assessment of Compliance is not required to be delivered
unless it is required as part of a Form 10-K with respect to the Trust
Fund.
The
Master Servicer shall deliver any Assessment of Compliance or Attestation
Report
by March 20th
of such
year.
Failure
of the Master Servicer to timely comply with this Section 3.20 shall be deemed
a
Master Servicer Event of Termination, and the Trustee may, in addition to
whatever rights the Trustee may have under this Agreement and at law or equity
or to damages, including injunctive relief and specific performance, upon
notice
immediately terminate all the rights and obligations of the Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Master Servicer for the same. This paragraph shall
supersede any other provision in this Agreement or any other agreement to
the
contrary.
The
Trustee shall also provide an Assessment of Compliance and Attestation Report,
as and when provided above, which shall address each of the Servicing Criteria
specified on Exhibit M hereto which are indicated as applicable to the
“trustee”.
| SECTION 3.21. |
Access
to Certain Documentation.
|
The
Master Servicer shall provide to the Office of Thrift Supervision, the FDIC,
and
any other federal or state banking or insurance regulatory authority that
may
exercise authority over any Certificateholder or Certificate Owner, 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
Master
Servicer designated by it. In addition, access to the documentation regarding
the Mortgage Loans shall be provided to any Certificateholder or Certificate
Owner, the Trustee, the NIMS Insurer and to any Person identified to the
Master
Servicer as a prospective transferee of a Certificate, upon reasonable request
during normal business hours at the offices of the Master Servicer designated
by
it at the expense of the Person requesting such access. In each case, access
to
any documentation regarding the Mortgage Loans may be conditioned upon the
requesting party’s acknowledgment in writing of a confidentiality agreement
regarding any information that is required to remain confidential under the
Xxxxx-Xxxxx-Xxxxxx Act of 1999.
| SECTION 3.22. |
[Reserved].
|
| SECTION 3.23. |
Advance
Facility.
|
(a) The
Master Servicer and/or the Trustee on behalf of the Trust Fund, in either
case,
with the consent of the NIMS Insurer and the Master Servicer in the case
of the
Trustee, is hereby authorized to enter into a facility (an “Advance Facility”)
with any Person (an “Advancing Person”) (1) under which the Master Servicer
sells, assigns or pledges to the Advancing person the Master Servicer’s rights
under this Agreement to be reimbursed for any Advances and/or Servicing Advances
or (2) which provides that the 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 Master Servicer’s obligation to
fund such Advances and/or Servicing Advances. If the Master Servicer enters
into
such an Advance Facility pursuant to this Section 3.23, upon reasonable request
of the Advancing Person, the Trustee shall execute a letter of acknowledgment,
confirming its receipt of notice of the existence of such Advance Facility.
To
the extent that an Advancing Person funds any Advance or any Servicing Advance
or is assigned the right to be reimbursed for any Advance or Servicing Advance
and provides the Trustee with notice acknowledged by the Master Servicer
that
such Advancing Person is entitled to reimbursement directly from the Trustee
pursuant to the terms of the Advance Facility, such Advancing Person shall
be
entitled to receive reimbursement pursuant to this Agreement for such amount
to
the extent provided in Section 3.23(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 Trustee, rather than the Master Servicer, and include
the
Master Servicer’s acknowledgment thereto or proof of an Event of Default under
the Advance Facility. The Trustee 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 3.23. 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
Master
Servicer or a Sub-Servicer pursuant to Section 6.06 hereof and shall not
be
deemed to be a Sub-Servicer under this Agreement. If the terms of a facility
proposed to be entered into with an Advancing Person by the Trust Fund would
not
materially and adversely affect the interests of any Certificateholder, then
the
NIMS Insurer shall not withhold its consent to the Trust Fund’s entering such
facility.
(b) If,
pursuant to the terms of the Advance Facility, an Advancing Person is entitled
to reimbursement directly from the Trustee, then the Master Servicer shall
not
reimburse itself therefor under Section 3.05(a)(ii), Section 3.05(a)(iii)
or
Section 3.05(a)(v) prior to the remittance to the Trust Fund, but instead
the
Master Servicer shall include such amounts in the applicable remittance to
the
Trustee made pursuant to Section 3.04(g) to the extent of amounts on deposit
in
the Collection Account on the related Master Servicer Remittance Date. The
Trustee is hereby authorized to pay to the Advancing Person reimbursements
for
Advances and Servicing Advances from the Distribution Account, to the extent
permitted under the terms of the Advance Facility, to the same extent the
Master
Servicer would have been permitted to reimburse itself for such Advances
and/or
Servicing Advances in accordance with Section 3.05(a)(ii), Section 3.05(a)(iii)
or Section 3.05(a)(v), as the case may be, had the Master Servicer itself
funded
such Advance or Servicing Advance. The Trustee is hereby authorized to pay
directly to the Advancing Person such portion of the Servicing Fee as the
parties to any Advance Facility agree to in writing delivered to the Trustee.
An
Advance Facility may provide that the Master Servicer will otherwise cause
the
remittance of Advance and/or Servicing Advance reimbursement amounts to the
Advancing Person, in which case the foregoing sentences in this Section 3.23(b)
shall not apply.
(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) In
the
event the Master Servicer is terminated pursuant to Section 7.01, the Advancing
Person shall succeed to the terminated Master Servicer’s right of reimbursement
set forth in Section 7.02(c) to the extent of such Advancing Person’s financing
of or receipt of assignment or pledge of the right to be reimbursed for Advances
or Servicing Advances hereunder then remaining unreimbursed.
(e) None
of
the Trust Fund, any party to this Agreement or any other Person shall have
any
right or claim (including without limitation any right of offset or recoupment)
to any amounts allocable under this Agreement to the reimbursement of Advances
or Servicing Advances that have been assigned, conveyed or pledged to an
Advancing Person, or that relate to Advances or Servicing Advances that were
funded by an Advancing Person.
(f) Any
amendment to this Section 3.23 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 3.23, including amendments to add provisions
relating to a successor master servicer, may be entered into by the Trustee
and
the Master Servicer without the consent of any Certificateholder but with
the
consent of the NIMS Insurer and written confirmation from each Rating Agency
that the amendment shall not result in the reduction or withdrawal of the
then-current ratings of any outstanding Class of Certificates or any other
notes
secured by collateral which includes all or a portion of the Class CE
Certificates, the Class P Certificates and/or the Residual Certificates,
notwithstanding anything to the contrary in this Agreement.
ARTICLE
IV
PAYMENTS
TO CERTIFICATEHOLDERS
| SECTION 4.01. |
Distributions.
|
(a) (1)(I) On
each
Distribution Date, the following amounts, in the following order of priority,
shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular
Interests and distributed to the holders of the Class R Certificates (in
respect
of the Class R-I Interest), as the case may be:
(i) With
respect to the Group I Mortgage Loans:
(1) to
the
Holders of REMIC Regular Interest I-LT1, REMIC I Regular Interest I-LT1PF
and
REMIC I Regular Interest I-LTP in an amount equal to (A) the Uncertificated
Interest for each REMIC I Regular Interest for such Distribution Date, plus
(B)
any amounts in respect thereof remaining unpaid from previous Distribution
Dates;
(2) to
the
Holders of REMIC I Regular Interest I-LTP, 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; and
(3) to
the
Holders of REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LT1PF,
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) to
the
Holders of REMIC I Regular Interest I-LT1, until the Uncertificated Balance
of
REMIC I Regular Interest I-LT1 is reduced to zero;
(b) to
the
Holders of REMIC I Regular Interest I-LT1PF, until the Uncertificated Balance
of
REMIC I Regular Interest I-LT1PF is reduced to zero; and
(c) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-I Interest);
provided,
however, that for the first three Distribution Dates, such amounts relating
to
the Initial Group I Mortgage Loans shall be allocated to REMIC I Regular
Interest I-LT1 and such amounts relating to the Subsequent Group I Mortgage
Loans shall be allocated to REMIC I Regular Interest I-LT1PF.
(ii) With
respect to the Group II Mortgage Loans:
(1) to
the
Holders of REMIC Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF
in
an amount equal to (A) the Uncertificated Interest for each REMIC I Regular
Interest for such Distribution Date, plus (B) any amounts in respect thereof
remaining unpaid from previous Distribution Dates; and
(2) to
the
Holders of REMIC I Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF,
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) to
the
Holders of REMIC I Regular Interest I-LT2, until the Uncertificated Balance
of
REMIC I Regular Interest I-LT2 is reduced to zero;
(b) to
the
Holders of REMIC I Regular Interest I-LT2PF, until the Uncertificated Balance
of
REMIC I Regular Interest I-LT2PF is reduced to zero; and
(c) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-I Interest);
provided,
however, that for the first three Distribution Dates, such amounts relating
to
the Initial Group II Mortgage Loans shall be allocated to REMIC I Regular
Interest I-LT2 and such amounts relating to the Subsequent Group II Mortgage
Loans shall be allocated to REMIC I Regular Interest I-LT2PF.
On
each
Distribution Date, all amounts representing Prepayment Charges in respect
of the
Mortgage Loans received during the related Prepayment Period shall be
distributed by REMIC I to the Holders of the REMIC I Regular Interest P.
The
payment of the foregoing amounts to the Holders of the REMIC I Regular Interest
P shall not reduce the Uncertificated Balance thereof.
(II) On
each
Distribution Date, the following amounts, in the following order of priority,
shall be distributed by REMIC I to REMIC II on account of the REMIC II Regular
Interests and distributed to the Holders of the Class R Certificates (in
respect
of the Class R-II Interest), as the case may be:
(i) With
respect to the Group I Mortgage Loans:
(1) to
Holders of REMIC II Regular Interest I, and each of REMIC II Regular Interest
I-1-A through I-49-B, pro
rata,
in an
amount equal to (A) Uncertificated Interest for such REMIC II 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
(i)(1) above, payments of principal shall be allocated as follows: first,
to
REMIC II Regular interests I-1-A through I-49-B starting with the lowest
numerical denomination until the Uncertificated Balance of each such REMIC
II
Regular Interest is reduced to zero, provided that, for REMIC II Regular
Interests with the same numerical denomination, such payments of principal
shall
be allocated pro
rata
between
such REMIC II Regular Interests, and second, to the extent of the product
of (a)
any Overcollateralization Reduction Amounts multiplied by (b) a fraction,
the
numerator of which is the aggregate Scheduled Principal Balance of the Group
I
Mortgage Loans and the denominator of which is the aggregate Scheduled Principal
Balance of the Mortgage Loans, to REMIC II Regular Interest I until the
Uncertificated Balance of such REMIC II Regular Interest is reduced to zero,
then to REMIC II Regular Interests I-1-A through I-49-B starting with the
lowest
numerical denomination until the Uncertificated Balance of each such REMIC
II
Regular Interest is reduced to zero; and
(3) to
the
Holders of REMIC II Regular Interest P (A) all amounts representing Prepayment
Charges in respect of the Mortgage Loans received during the related Prepayment
Period 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.
(ii) With
respect to the Group II Mortgage Loans:
(1) to
Holders of REMIC II Regular Interest II and each of REMIC II Regular Interest
II-1-A through II-49-B, pro
rata,
in an
amount equal to (A) Uncertificated Interest for such REMIC II 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
(ii)(1) above, payments of principal shall be allocated as follows: first,
to
REMIC II Regular interests II-1-A through II-49-B starting with the lowest
numerical denomination until the Uncertificated Balance of each such REMIC
II
Regular Interest is reduced to zero, provided that, for REMIC II Regular
Interests with the same numerical denomination, such payments of principal
shall
be allocated pro
rata
between
such REMIC II Regular Interests, and second, to the extent of the product
of (a)
any Overcollateralization Reduction Amounts multiplied by (b) a fraction,
the
numerator of which is the aggregate Scheduled Principal Balance of the Group
I
Mortgage Loans and the denominator of which is the aggregate Scheduled Principal
Balance of the Mortgage Loans, to REMIC II Regular Interest II until the
Uncertificated Balance of such REMIC II Regular Interest is reduced to zero,
then to REMIC II Regular Interests II-1-A through II-49-B starting with the
lowest numerical denomination until the Uncertificated Balance of each such
REMIC II Regular Interest is reduced to zero.
On
each
Distribution Date, all amounts representing Prepayment Charges in respect
of the
Mortgage Loans received during the related Prepayment Period shall be
distributed by REMIC II to the Holders of REMIC II Regular Interest P. The
payment of the foregoing amounts to the Holders of REMIC II Regular Interest
P
shall not reduce the Uncertificated Balance thereof.
(III) On
each
Distribution Date, the following amounts, in the following order of priority,
shall be distributed by REMIC II to REMIC III on account of the REMIC III
Regular Interests and distributed to the Holders of the Class R Certificates
(in
respect of the Class R-III Interest), as the case may be:
(i) first,
to
the Holders of REMIC III Regular Interest IO, in an amount equal to (A)
Uncertificated Interest for such REMIC III Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates and second, to the extent of the REMIC III
Marker
Allocation Percentage of the Available Funds remaining after the distributions
pursuant to clause (i), to the Holders of REMIC III Regular Interest LTAA,
REMIC
III Regular Interest II-LTA1, REMIC III Regular Interest III-LTA2A, REMIC
III
Regular Interest III-LTA2B, REMIC III Regular Interest III-LTA2C, REMIC
III
Regular Interest III-LTA2D, REMIC III Regular Interest III-LTM1, REMIC
III
Regular Interest III-LTM2, REMIC III Regular Interest III-LTM3, REMIC III
Regular Interest III-LTM4, REMIC III Regular Interest III-LTM5, REMIC III
Regular Interest III-LTM6, REMIC III Regular Interest III-LTM7, REMIC III
Regular Interest III-LTM8, REMIC III Regular Interest II-LTM9, REMIC III
Regular
Interest III-LTM10, REMIC III Regular Interest III-LTM11 and REMIC III
Regular
Interest III-LTZZ, pro
rata,
in an
amount equal to (A) the Uncertificated Interest for such Distribution Date,
plus
(B) any amounts in respect thereof remaining unpaid from previous Distribution
Dates. Amounts payable as Uncertificated Interest in respect of REMIC II
Regular
Interest LTZZ shall be reduced and deferred when the REMIC III
Overcollateralized Amount is less than the REMIC III Overcollateralization
Target Amount, by the lesser of (x) the amount of such difference and (y)
the
Maximum LTZZ Uncertificated Interest Deferral Amount and such amount shall
be
payable to the Holders of REMIC III Regular Interest II-LTA1, REMIC III
Regular
Interest III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular
Interest III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular
Interest III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular
Interest III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular
Interest III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular
Interest III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular
Interest II-LTM9, REMIC III Regular Interest III-LTM10 and REMIC III Regular
Interest III-LTM11 in the same proportion as the Overcollateralization
Increase
Amount is allocated to the Corresponding Certificates and the Uncertificated
Principal Balance of the REMIC III Regular Interest LTZZ shall be increased
by
such amount;
(ii) to
the
extent of the REMIC III Sub WAC Allocation Percentage of the Interest Funds
remaining after the distribution pursuant to clause (i)(A) and (B), to the
Holders of REMIC III Regular Interest LT1SUB, REMIC III Regular Interest
LT1GRP,
REMIC III Regular Interest LT2SUB, REMIC III Regular Interest LT2GRP and
REMIC
III Regular Interest LTXX, pro
rata,
in an
amount equal to (A) the Uncertificated Interest for such Distribution Date,
plus
(B) any amounts in respect thereof remaining unpaid from previous Distribution
Dates;
(iii) to
the
Holders of REMIC III Regular Interests, in an amount equal to the remainder
of
the REMIC III Marker Allocation Percentage of the Available Funds for such
Distribution Date after the distributions made pursuant to clause (i) and
(ii)
above, allocated as follows:
(1) 98.00%
of
such remainder (other than amounts payable under clause (3) below), to the
Holders of REMIC III Regular Interest LTAA and REMIC III Regular Interest
LTP,
until the Uncertificated Balance of such REMIC III Regular Interest is reduced
to zero, provided, however, that REMIC III 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 III Regular Interest LTP, until $100 has been distributed pursuant
to this
clause;
(2) 2.00%
of
such remainder (other than amounts payable under clause (3) below) first,
to the
Holders of REMIC III Regular Interest II-LTA1, REMIC III Regular Interest
III-LTA2A, REMIC III Regular Interest III-LTA2B, REMIC III Regular Interest
III-LTA2C, REMIC III Regular Interest III-LTA2D, REMIC III Regular Interest
III-LTM1, REMIC III Regular Interest III-LTM2, REMIC III Regular Interest
III-LTM3, REMIC III Regular Interest III-LTM4, REMIC III Regular Interest
III-LTM5, REMIC III Regular Interest III-LTM6, REMIC III Regular Interest
III-LTM7, REMIC III Regular Interest III-LTM8, REMIC III Regular Interest
II-LTM9, REMIC III Regular Interest III-LTM10 and REMIC III Regular Interest
III-LTM11, 1.00% and in the same proportion as principal payments are allocated
to the Corresponding Certificates, until the Uncertificated Balances of
such
REMIC III Regular Interests are reduced to zero and second, to the Holders
of
REMIC III Regular Interest LTZZ, until the Uncertificated Balance of such
REMIC
III Regular Interest is reduced to zero; and
(3) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-III Interest);
provided,
however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
attributable to an Overcollateralization Reduction Amount shall be allocated
to
the Holders of (x) REMIC III Regular Interest LTAA and REMIC III Regular
Interest LTP, in that order and (y) REMIC III Regular Interest LTZZ,
respectively; provided that REMIC III 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 III Regular Interest LTP, until $100 has been distributed pursuant
to this
clause; and
(iv) to
the
Holders of REMIC III Regular Interests, in an amount equal to the remainder
of
the REMIC III Sub WAC Allocation Percentage of the REMIC Available Funds
for
such Distribution Date after the distributions made pursuant to clause (i)
and
(ii) above such that distributions of interest are deemed to be made to REMIC
III Regular Interest LT1SUB, REMIC III Regular Interest LT1GRP, REMIC III
Regular Interest LT2SUB, REMIC III Regular Interest LT2GRP and REMIC III
Regular
Interest LTXX, pro rata, in an amount equal to (A) the Uncertificated Interest
for each such REMIC III Regular Interest for such Distribution Date, plus
(B)
any amounts in respect thereof remaining unpaid from previous Distribution
Dates
and such that distributions of principal shall be deemed to be made to the
REMIC
III Regular Interests first,
so as
to keep the Uncertificated Balance of each REMIC III Regular Interest ending
with the designation “GRP” equal to 0.01% of the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group; second,
to each
REMIC III Regular Interest ending with the designation “SUB,” so that the
Uncertificated Balance of each such REMIC III Regular Interest is equal to
0.01%
of the excess of (x) the aggregate Stated Principal Balance of the Mortgage
Loans in the related Loan Group over (y) the current Certificate Principal
Balance of the Class A Certificate in the related Loan Group (except that
if any
such excess is a larger number than in the preceding distribution period,
the
least amount of principal shall be distributed to such REMIC III Regular
Interests such that the REMIC III Subordinated Balance Ratio is maintained);
and
third,
any
remaining principal to REMIC III Regular Interest LTXX.
On
each
Distribution Date, 100% of the amounts distributed on REMIC III Regular Interest
III-IO shall be deemed distributed by REMIC III to REMIC IV in respect of
the
Class SWAP-IO Interest. On each Distribution Date, 100% of the amounts
distributed on the Class SWAP-IO Interest shall be deemed distributed by
REMIC
IV to REMIC VII in respect of REMIC VII Regular Interest SWAP IO. Such amounts
shall be deemed distributed by REMIC IV to the Swap Administrator for deposit
into the Swap Account.
Notwithstanding
the priorities and amounts of distribution of funds pursuant to this Section
4.01(a)(1), actual distributions of Available Funds shall be made only in
accordance with Section 4.01(a)(2), (3) and (4).
(2)(I) On
each
Distribution Date, the Trustee shall withdraw from the Distribution Account
an
amount equal to the Group I Interest Remittance Amount and distribute to
the
Certificateholders the following amounts, in the following order of
priority:
(i) to
the
Holders of the Group I Certificates, the Senior Interest Distribution Amount
related to such Certificates; and
(ii) concurrently,
to the Holders of each Class of Group II Certificates, on a pro
rata
basis
based on the entitlement of each such Class, the Senior Interest Distribution
Amount for each such Class remaining undistributed after the distribution
of the
Group II Interest Remittance Amount as set forth in Section 4.01(a)(2)(II)(i)
below.
(II) On
each
Distribution Date, the Trustee shall withdraw from the Distribution Account
an
amount equal to the Group II Interest Remittance Amount and distribute to
the
Certificateholders the following amounts, in the following order of
priority:
(i) concurrently,
to the Holders of each Class of Group II Certificates, on a pro
rata
basis
based on the entitlement of each such Class, the Senior Interest Distribution
Amount related to such Certificates; and
(ii) to
the
Holders of the Group I Certificates, the Senior Interest Distribution Amount
for
such Class remaining undistributed after the distribution of the Group I
Interest Remittance Amount as set forth in Section 4.01(a)(2)(I)(i)
above.
(III) On
each
Distribution Date, following the distributions made pursuant to Section
4.01(a)(2)(I) and (II) above, the Trustee shall withdraw from the Distribution
Account an amount equal to any remaining Group I Interest Remittance Amount
and
Group II Interest Remittance Amount and distribute such amount sequentially
to
the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7,
Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order,
in
an amount equal to the Interest Distribution Amount for each such
Class.
(3)(I) On
each
Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event
is in effect, the Group I Principal Distribution Amount shall be distributed
in
the following order of priority:
(i) to
the
Holders of the Group I Certificates, until the Certificate Principal Balance
of
such Class has been reduced to zero; and
(ii) to
the
Holders of the Group II Certificates (allocated among the Classes of Group
II
Certificates in the priority described in Section 4.01(a)(5) below), after
taking into account the distribution of the Group II Principal Distribution
Amount as described in Section 4.01(a)(3)(II) below, until the Certificate
Principal Balances of such Classes have been reduced to zero.
(II) On
each
Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event
is in effect, the Group II Principal Distribution Amount shall be distributed
in
the following order of priority:
(i) to
the
Holders of the Group II Certificates (allocated among the Classes of Group
II
Certificates in the priority described in Section 4.01(a)(5) below), until
the
Certificate Principal Balances of such Classes have been reduced to zero;
and
(ii) to
the
Holders of the Group I Certificates, after taking into account the distribution
of the Group I Principal Distribution Amount as described in Section
4.01(a)(3)(I) above, until the Certificate Principal Balance of such Class
has
been reduced to zero.
(III) On
each
Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event
is in effect, the Trustee shall withdraw from the Distribution Account an
amount
equal to the sum of the Group I Principal Distribution Amount and the Group
II
Principal Distribution Amount remaining undistributed for such Distribution
Date
and shall distribute such amount sequentially to the Class X-0, Xxxxx X-0,
Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class
M-10 and Class M-11 Certificates, in that order, in each case, until the
Certificate Principal Balance of such Class has been reduced to
zero.
(IV) On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
Event is not in effect, the Group I Principal Distribution Amount shall be
distributed in the following order of priority:
(i) to
the
Holders of the Group I Certificates, the Senior Group I Principal Distribution
Amount, until the Certificate Principal Balance of such Class has been reduced
to zero; and
(ii) to
the
Holders of the Group II Certificates (allocated among the Classes of Group
II
Certificates in the priority described in Section 4.01(a)(5) below), after
taking into account the distribution of the Group II Principal Distribution
Amount as described in Section 4.01(a)(3)(V)(i) below, up to an amount equal
to
the Senior Group II Principal Distribution Amount remaining undistributed,
until
the Certificate Principal Balances of such Classes have been reduced to
zero.
(V) On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
Event is not in effect, the Group II Principal Distribution Amount shall
be
distributed in the following order of priority:
(i) to
the
Holders of the Group II Certificates (allocated among the Classes of Group
II
Certificates in the priority described in Section 4.01(a)(5) below), the
Senior
Group II Principal Distribution Amount, until the Certificate Principal Balances
of such Classes have been reduced to zero; and
(ii) to
the
Holders of the Group I Certificates, after taking into account the distribution
of the Group I Principal Distribution Amount as described in Section
4.01(a)(3)(IV)(i) above, up to an amount equal to the Senior Group I Principal
Distribution Amount remaining undistributed, until the Certificate Principal
Balance of such Class has been reduced to zero.
(VI) On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
Event is not in effect, the sum of the Group I Principal Distribution Amount
and
the Group II Principal Distribution Amount remaining undistributed for such
Distribution Date shall be distributed in the following order of
priority:
(i) 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;
(ii) 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;
(iii) 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;
(iv) 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;
(v) 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;
(vi) 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;
(vii) 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;
(viii) 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;
(viii) 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;
(ix) 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; and
(x) to
the
Holders of the Class M-11 Certificates, the Class M-11 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero.
(4) 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 the
Overcollateralization Increase Amount, applied as part of the Group I Principal
Distribution Amount or the Group II Principal Distribution Amount, as
applicable, to reduce the Certificate Principal Balance of such Certificates
until the aggregate Certificate Principal Balance of such Certificates is
reduced to zero;
(ii) sequentially,
to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
Certificates, in that order, in each case up to the Interest Carry Forward
Amount for each such Class of Mezzanine Certificates for such Distribution
Date;
(iii) sequentially,
to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
Certificates, in that order, in each case up to the Allocated Realized Loss
Amount for each such Class of Mezzanine Certificates for such Distribution
Date;
(iv) to
the
Net WAC Rate Carryover Reserve Account, the amount required by Section 4.11(b),
without taking into account amounts received under the Interest Rate Swap
Agreement;
(v) to
the
Interest Rate Swap Provider, any Swap Termination Payment due to a Swap Provider
Trigger Event, owed to the Interest Rate Swap Provider pursuant to the Interest
Rate Swap Agreement;
(vi) to
the
Holders of the Class CE Certificates, (a) the Interest Distribution Amount
and
any Overcollateralization Reduction Amount for such Distribution Date and
(b) on
any Distribution Date on which the Certificate Principal Balances of the
Class A
Certificates and the Mezzanine Certificates have been reduced to zero, any
remaining amounts in reduction of the Certificate Principal Balance of the
Class
CE Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; and
(vii) to
the
Holders of the Class R Certificates, any remaining amounts; provided that
if
such Distribution Date is the Distribution Date immediately following the
expiration of the latest Prepayment Charge term as identified on the Mortgage
Loan Schedule or any Distribution Date thereafter, then any such remaining
amounts shall be distributed first, to the Holders of the Class P Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;
and
second, to the Holders of the Class R Certificates.
(5) With
respect to the Group II Certificates, all principal distributions will be
distributed sequentially, to the Class A-2A, Class A-2B, Class A-2C and Class
A-2D Certificates, in that order, until their respective Certificate Principal
Balances have been reduced to zero.
Notwithstanding
the foregoing, if the aggregate Certificate Principal Balance of the Group
II
Certificates exceeds the aggregate Stated Principal Balance of the Group
II
Mortgage Loans plus amounts on deposit in the related Pre-Funding Reserve
Account, principal distributions to the Classes of Group II Certificates
will be
allocated concurrently, on a pro rata basis.
(b) 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 3.05 and included in the Available Funds for such Distribution
Date
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 4.04.
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
4.04, and so on. Holders of such Certificates shall 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.
(c) On
each
Distribution Date, after making the distributions of the Available Funds
as set
forth above, the Trustee shall first,
withdraw from the Net WAC Rate Carryover Reserve Account all net income from
the
investment of funds in the Net WAC Rate Carryover Reserve Account and distribute
such amount to the Holders of the Class CE Certificates, and second,
withdraw from the Net WAC Rate Carryover Reserve Account, to the extent of
amounts remaining on deposit therein, the amount of any Net WAC Rate Carryover
Amount for such Distribution Date and distribute such amount as
follows:
first,
concurrently, to each Class of Class A Certificates, the related Net WAC
Rate
Carryover Amount, on a pro
rata
basis
based on such respective Net WAC Rate Carryover Amounts; and
second,
sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
Certificates, in that order, the related Net WAC Rate Carryover
Amount.
On
each
Distribution Date, the Trustee shall withdraw any amounts then on deposit
in the
Distribution Account that represent Prepayment Charges collected by the Master
Servicer, Prepayment Charges payable by the Master Servicer pursuant to Section
2.03(b)(ii)(A) and Master Servicer Prepayment Charge Payment Amounts payable
by
the Master Servicer pursuant to Section 2.03(b)(ii)(B), subject to Section
2.03(b)(iii), in each case to the extent not related to Principal Prepayments
occurring after the related Prepayment Period, and the Trustee shall distribute
such amounts to the Holders of the Class P Certificates. Such distributions
shall not be applied to reduce the Certificate Principal Balance of the Class
P
Certificates.
(d) All
distributions made with respect to each Class of Certificates on each
Distribution Date shall be allocated pro
rata
among
the outstanding Certificates in such Class based on their respective Percentage
Interests. Payments in respect of each Class of Certificates on each
Distribution Date shall be made to the Holders of the respective Class of
record
on the related Record Date (except as otherwise provided in Section 4.01(g)
or
Section 9.01 respecting the final distribution on such Class), based on the
aggregate Percentage Interest represented by their respective Certificates,
and
shall be made by wire transfer of immediately available funds to the account
of
any such Holder at a bank or other entity having appropriate facilities
therefor, if such Holder shall have so notified the Trustee in writing at
least
five Business Days prior to the Record Date immediately prior to such
Distribution Date, or otherwise by check mailed by first class mail to the
address of such Holder appearing in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
maintained for such purpose pursuant to Section 8.12 or such other location
specified in the notice to Certificateholders of such final
distribution.
Each
distribution with respect to a Book-Entry Certificate shall be paid to the
Depository, as Holder thereof, and the Depository shall be responsible for
crediting 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. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(e) The
rights of the Certificateholders to receive distributions in respect of the
Certificates, and all interests of the Certificateholders in such distributions,
shall be as set forth in this Agreement. Neither the Holders of any Class
of
Certificates nor the Trustee nor the Master Servicer shall in any way be
responsible or liable to the Holders of any other Class of Certificates in
respect of amounts properly previously distributed on the
Certificates.
(f) On
each
Distribution Date, after making the distributions of the Available Funds,
Net
Monthly Excess Cashflow and amounts on deposit in the Net WAC Rate Carryover
Reserve Account as set forth above, the Trustee shall distribute the amount
on
deposit in the Swap Account as follows:
first,
to the
Interest Rate Swap Provider, any Net Swap Payment owed to the Interest Rate
Swap
Provider pursuant to the Interest Rate Swap Agreement for such Distribution
Date;
second,
to the
Interest Rate Swap Provider, any Swap Termination Payment owed to the Interest
Rate Swap Provider not due to a Swap Provider Trigger Event pursuant to the
Interest Rate Swap Agreement;
third,
concurrently, to each Class of Class A Certificates, the related Senior Interest
Distribution Amount remaining undistributed after the distributions of the
Group
I Interest Remittance Amount and the Group II Interest Remittance Amount,
on a
pro
rata
basis
based on such respective remaining Senior Interest Distribution
Amount;
fourth,
sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
Certificates, in that order, the related Interest Distribution Amount and
Interest Carry Forward Amount, to the extent remaining undistributed after
the
distributions of the Group I Interest Remittance Amount, the Group II Interest
Remittance Amount and the Net Monthly Excess Cashflow;
fifth,
concurrently, to each Class of Class A Certificates, the related Net WAC
Rate
Carryover Amount remaining unpaid after distributions from the Net WAC Rate
Carryover Reserve Account, on a pro
rata
basis
based on such respective remaining Net WAC Rate Carryover Amounts;
sixth,
sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
Certificates, in that order, the related Net WAC Rate Carryover Amount remaining
unpaid after distributions from the Net WAC Rate Carryover Reserve
Account;
seventh,
to the
Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, in an amount necessary to maintain
the
applicable Overcollateralization Target Amount equal to the difference between
(x) the Overcollateralization Increase Amount (for the purpose of this section
only, without giving effect to clause (B) of the definition of
“Overcollateralization Increase Amount”) and (y) the amount distributed pursuant
to Section 4.01(a)(4)(i) of this Agreement; and
eighth,
sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class
M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11 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.
(g) Except
as
otherwise provided in Section 9.01, whenever the Trustee expects that the
final
distribution with respect to any Class of Certificates shall be made on the
next
Distribution Date, the Trustee shall, no later than five (5) days after the
related Determination Date, mail to each Holder on such date of such Class
of
Certificates a notice to the effect that:
(i) the
Trustee expects that the final distribution with respect to such Class of
Certificates shall be made on such Distribution Date, but only upon presentation
and surrender of such Certificates at the office of the Trustee therein
specified or its agent; and
(ii) no
interest shall accrue on such Certificates from and after the end of the
related
Interest Accrual Period.
Any
funds
not distributed to any Holder or Holders of Certificates of such Class on
such
Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held in trust by
the
Trustee and credited to the account of the appropriate non-tendering Holder
or
Holders. If any Certificates as to which notice has been given pursuant to
this
Section 4.01(g) shall not have been surrendered for cancellation within six
months after the time specified in such notice, the Trustee shall mail a
second
notice to the remaining non-tendering Certificateholders to surrender their
Certificates for cancellation in order to receive the final distribution
with
respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Trustee
shall, directly or through an agent, mail a final notice to remaining
non-tendering Certificateholders concerning surrender of their Certificates
but
shall continue to hold any remaining funds for the benefit of non-tendering
Certificateholders. The costs and expenses of maintaining the funds in trust
and
of contacting such Certificateholders shall be paid out of the assets remaining
in such trust fund. If within one year after the final notice any such
Certificates shall not have been surrendered for cancellation, the Trustee
shall
pay to the Underwriters all remaining amounts, and all rights of non-tendering
Certificateholders in or to such amounts shall thereupon cease. No interest
shall accrue or be payable to any Certificateholder on any amount held in
trust
by the Trustee as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section
4.01(g).
(h) Notwithstanding
anything to the contrary herein, (i) in no event shall the Certificate Principal
Balance of a Class A Certificate or a Mezzanine Certificate be reduced more
than
once in respect of any particular amount both (a) allocated to such Certificate
in respect of Realized Losses pursuant to Section 4.04 and (b) distributed
to
the Holder of such Certificate in reduction of the Certificate Principal
Balance
thereof pursuant to this Section 4.01 from Net Monthly Excess Cashflow and
(ii)
in no event shall the Uncertificated Balance of a REMIC Regular Interest
be
reduced more than once in respect of any particular amount both (a) allocated
to
such REMIC Regular Interest in respect of Realized Losses pursuant to Section
4.04 and (b) distributed on such REMIC Regular Interest in reduction of the
Uncertificated Balance thereof pursuant to this Section 4.01.
(i) It
is the
intention of all of the parties hereto that the Class CE 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. If the Trustee determines that the Residual Certificates
are
entitled to any distributions, the Trustee, prior to any such distribution
to
any Residual Certificate, shall notify the Depositor of such impending
distribution. 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 their acceptance of their
Certificates, and the Master Servicer hereby agree and no further consent
shall
be necessary (other than the consent of the NIMS Insurer), notwithstanding
anything to the contrary in Section 11.01 of the Pooling and Servicing
Agreement.
| SECTION 4.02. |
Statements
to Certificateholders.
|
On
each
Distribution Date, the Trustee shall prepare and make available to each Holder
of the Regular Certificates, the Interest Rate Swap Provider and the NIMS
Insurer, a statement (the “Monthly Statement”) as to the distributions made on
such Distribution Date setting forth:
(i) the
amount of the distribution made on such Distribution Date to the Holders
of the
Certificates of each Class allocable to principal, and the amount of
distribution made on such Distribution Date to the Holders of the Class P
Certificates allocable to Prepayment Charges or Master Servicer Prepayment
Charge Payment Amounts;
(ii) the
amount of the distribution made on such Distribution Date to the Holders
of the
Certificates of each Class allocable to interest;
(iii) the
aggregate Servicing Fee received by the Master Servicer during the related
Due
Period, the Trustee Fee paid to the Trustee on such Distribution Date and
such
other customary information as the Trustee deems necessary or desirable,
or
which a Certificateholder reasonably requests, to enable Certificateholders
to
prepare their tax returns;
(iv) the
aggregate amount of Advances for such Distribution Date (including the general
purpose of such Advance, in the aggregate, so long as such information is
provided to the Trustee by the Master Servicer) and the aggregate amount
of
unreimbursed Advances and the aggregate amount of Advances reimbursed to
the
Master Servicer from amounts on deposit in the Collection Account;
(v) the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Properties
as of the close of business on such Distribution Date;
(vi) 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 Due Date and the number and aggregate Stated Principal Balance of
all
Subsequent Mortgage Loans added during the related Due Period;
(vii) the
number and aggregate unpaid Stated Principal Balance of Mortgage Loans (a)
delinquent 30-59 days, (b) delinquent 60-89 days, (c) delinquent 90 or more
days, in each case, as of the last day of the preceding calendar month, (d)
as
to which foreclosure proceedings have been commenced and (e) with respect
to
which the related Mortgagor has filed for protection under applicable bankruptcy
laws, with respect to whom bankruptcy proceedings are pending or with respect
to
whom bankruptcy protection is in force;
(viii) with
respect to any Mortgage Loan that became an REO Property during the preceding
calendar month, the loan number of such Mortgage Loan, the unpaid Stated
Principal Balance and the Stated Principal Balance of such Mortgage Loan
as of
the date it became an REO Property;
(ix) the
book
value and the Stated Principal Balance of any REO Property as of the close
of
business on the last Business Day of the calendar month preceding the
Distribution Date;
(x) the
aggregate amount of Principal Prepayments made during the related Prepayment
Period;
(xi) the
aggregate amount of Realized Losses incurred during the related Prepayment
Period (or, in the case of Bankruptcy Losses allocable to interest, during
the
related Due Period), separately identifying whether such Realized Losses
constituted Bankruptcy Losses and the aggregate amount of Realized Losses
incurred since the Closing Date and the aggregate amount of Subsequent
Recoveries received during the related Prepayment Period and the aggregate
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
and
the reason for such expense as identified to the Trustee, identifying to
whom
such amount was paid;
(xiii) the
aggregate Certificate Principal Balance of each Class of Certificates, after
giving effect to the distributions, and allocations of Realized Losses, made
on
such Distribution Date, separately identifying any reduction thereof due
to
allocations of Realized Losses;
(xiv) the
Certificate Factor for each such Class of Certificates applicable to such
Distribution Date;
(xv) the
Interest Distribution Amount in respect of the Class A Certificates, the
Mezzanine Certificates and the Class CE Certificates for such Distribution
Date
and the Interest Carry Forward Amount, if any, with respect to the Class
A
Certificates and the Mezzanine Certificates on such Distribution Date, and
in
the case of the Adjustable-Rate Certificates and the Class CE Certificates,
separately identifying any reduction thereof due to allocations of Realized
Losses, Prepayment Interest Shortfalls and Relief Act Interest
Shortfalls;
(xvi) the
aggregate amount of any Prepayment Interest Shortfall for such Distribution
Date, to the extent not covered by payments by the Master Servicer pursuant
to
Section 4.03(e) or allocated to the Class CE Certificates;
(xvii) the
aggregate amount of Relief Act Interest Shortfalls for such Distribution
Date;
(xviii) the
Net
Monthly Excess Cashflow, the Overcollateralized Amount, Overcollateralization
Target Amount and the Credit Enhancement Percentage for such Distribution
Date;
(xix) the
Overcollateralization Increase Amount, if any, for such Distribution
Date;
(xx) the
Overcollateralization Reduction Amount, if any, for such Distribution
Date;
(xxi) with
respect to any Mortgage Loan as to which foreclosure proceedings have been
concluded, the loan number and unpaid Stated Principal Balance of such Mortgage
Loan as of the date of such conclusion of foreclosure proceedings;
(xxii) with
respect to Mortgage Loans as to which a Final Liquidation has occurred, the
number of Mortgage Loans, the unpaid Stated Principal Balance of such Mortgage
Loans as of the date of such Final Liquidation and the amount of proceeds
(including Liquidation Proceeds and Insurance Proceeds) collected in respect
of
such Mortgage Loans;
(xxiii) the
respective Pass-Through Rates applicable to the Class A Certificates, the
Mezzanine Certificates and the Class CE Certificates for such Distribution
Date
and the Pass-Through Rate applicable to the Adjustable-Rate Certificates
for the
immediately succeeding Distribution Date;
(xxiv) the
amount on deposit in the Net WAC Rate Carryover Reserve Account as of the
Determination Date;
(xxv) whether
a
Trigger Event is in effect;
(xxvi) the
Net
WAC Rate Carryover Amount for the Class A Certificates and the Mezzanine
Certificates, if any, for such Distribution Date, the amount remaining unpaid
after reimbursements therefor on such Distribution Date;
(xxvii) the
amount of any Net Swap Payments or Swap Termination Payments;
(xxviii)
for the
distribution occurring on the Distribution Date immediately following the
end of
the Funding Period, the final balance withdrawn from the Pre-Funding Accounts
pursuant to Section 4.07 that was not used to purchase Subsequent Mortgage
Loans
and that is being distributed to the related Class A Certificateholders as
a
mandatory prepayment of principal, if any, on such Distribution
Date;
(xxix) all
amounts received on the Mortgage Loans during the related Due Period and
the
related Prepayment Period and any amounts received from any other source
used to
make distributions on the Certificates, separately identifying the source
thereof;
(xxx) the
amount on deposit in the Collection Account as of the end of the related
Due
Period, the amount on deposit in the Distribution Account and any other account
maintained for the benefit of the certificateholders as of the last Business
Day
of the immediately preceding calendar month, and any material account activity
during such preceding month (which has not been otherwise reported);
and
(xxxi) the
aggregate principal balance of each Class of Certificates issued by the Trust
Fund as of such Distribution Date after giving effect to all distributions
and
allocations made on such Distribution Date, separately identifying any reduction
in the Certificate Principal Balance due to the allocation of any Realized
Loss;
With
respect to the items described in (v), (vi), (vii), (viii), (x), (xi) and
(xxii)
above, the Trustee shall set forth such information with respect to each
Loan
Group and with respect to the Mortgage Pool.
The
Trustee shall make such Monthly Statement (and, at its option, any additional
files containing the same information in an alternative format) available
each
month to the Certificateholders, the NIMS Insurer, the Master Servicer and
the
Rating Agencies via the Trustee’s internet website. The Trustee’s internet
website shall initially be located at xxxxx://xxx.xxx.xx.xxx/xxxx. Assistance
in
using the website can be obtained by calling the Trustee’s investor relations
desk at (000) 000-0000. Parties that are unable to use the above distribution
options are entitled to have a paper copy mailed to them via first class
mail by
calling the investor relations desk and indicating such. The Trustee shall
have
the right to change the way such Monthly Statements are distributed in order
to
make such distribution more convenient and/or more accessible to the above
parties and the Trustee shall provide timely and adequate notification to
all
above parties regarding any such changes.
In
the
case of information furnished pursuant to subclauses (i) through (iii) above,
the amounts shall be expressed as a dollar amount per Single Certificate
of the
relevant Class.
Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall
furnish to the NIMS Insurer and each Person who at any time during the calendar
year was a Holder of a Regular Certificate a statement containing the
information set forth in subclauses (i) through (iii) above, aggregated for
such
calendar year or applicable portion thereof during which such person was
a
Certificateholder. Such obligation of the Trustee shall be deemed to have
been
satisfied to the extent that substantially comparable information shall be
provided by the Trustee pursuant to any requirements of the Code as from
time to
time are in force.
Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall
furnish to the NIMS Insurer and each Person who at any time during the calendar
year was a Holder of a Residual Certificate a statement setting forth the
amount, if any, actually distributed with respect to the Residual Certificates,
as appropriate, aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the
Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be prepared by the Trustee and furnished to
such
Holders pursuant to the rules and regulations of the Code as are in force
from
time to time.
The
Trustee shall, upon request, furnish to each Certificateholder or Certificate
Owner and the NIMS Insurer, during the term of this Agreement, such periodic,
special, or other reports or information, whether or not provided for herein,
as
shall be reasonable with respect to the Certificateholder or Certificate
Owner,
or otherwise with respect to the purposes of this Agreement, all such reports
or
information to be provided at the expense of the Certificateholder or
Certificate Owner in accordance with such reasonable and explicit instructions
and directions as the Certificateholder or Certificate Owner may provide.
For
purposes of this Section 4.02, the Trustee’s duties are limited to the extent
that the Trustee receives timely reports as required from the Master
Servicer.
On
each
Distribution Date the Trustee shall provide Bloomberg Financial Markets,
L.P.
(“Bloomberg”) CUSIP level factors for each Class of Certificates as of such
Distribution Date, using a format and media mutually acceptable to the Trustee
and Bloomberg.
| SECTION 4.03. |
Remittance
Reports and Other Reports to the Trustee; Advances; Payments in
Respect of
Prepayment Interest Shortfalls.
|
(a) On
the
Master Servicer Reporting Date, the Master Servicer shall deliver to the
Trustee
and the NIMS Insurer by telecopy (or by such other means as the Master Servicer,
the Trustee and the NIMS Insurer may agree from time to time) a Remittance
Report with respect to the related Distribution Date. Such Remittance Report
shall include (i) the amount of Advances to be made by the Master Servicer
in
respect of the related Distribution Date, the aggregate amount of Advances
outstanding after giving effect to such Advances, and the aggregate amount
of
Nonrecoverable Advances in respect of such Distribution Date and (ii) such
other
information with respect to the Mortgage Loans as the Trustee may reasonably
require to perform the calculations necessary to make the distributions
contemplated by Section 4.01 and to prepare the Monthly Statements to
Certificateholders contemplated by Section 4.02. The Trustee shall not be
responsible to recompute, recalculate or verify any information provided
to it
by the Master Servicer.
Not
later
than fifteen days after each Distribution Date, the Master Servicer shall
forward to the Trustee, the NIMS Insurer and the Depositor a statement prepared
by the Master Servicer setting forth the status of the Collection Account
as of
the close of business on 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
3.04(b) and each category of withdrawal specified in Section 3.05. Such
statement may be in the form of the then current Xxxxxx Xxx 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 Stated 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 Trustee to any
Certificateholder and to any Person identified to the Trustee as a prospective
transferee of a Certificate, upon request at the expense of the requesting
party, provided such statement is delivered by the Master Servicer to the
Trustee.
(b) The
amount of Advances to be made by the Master Servicer for any Distribution
Date
shall equal, subject to Section 4.03(d), the sum of (i) the aggregate amount
of
Monthly Payments (with each interest portion thereof net of the related
Servicing Fee), due on the related Due Date in respect of the Mortgage Loans,
which Monthly Payments were delinquent as of the close of business on the
related Determination Date and (ii) with respect to each REO Property, which
REO
Property was acquired during or prior to the related Prepayment Period and
as to
which such REO Property an REO Disposition did not occur during the related
Prepayment Period, an amount equal to the excess, if any, of the Monthly
Payments (with each interest portion thereof net of the related Servicing
Fee)
that would have been due on the related Due Date in respect of the related
Mortgage Loans, over the net income from such REO Property transferred to
the
Distribution Account pursuant to Section 3.13 for distribution on such
Distribution Date.
On
or
before 3:00 p.m. New York time on the Master Servicer Remittance Date, the
Master Servicer shall remit in immediately available funds to the Trustee
for
deposit in the Distribution Account an amount equal to the aggregate amount
of
Advances, if any, to be made in respect of the Mortgage Loans and REO Properties
for the related Distribution Date either (i) from its own funds or (ii) from
the
Collection Account, to the extent of funds held therein for future distribution
(in which case, it 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 Master 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 Master Servicer
with
respect to the Mortgage Loans and REO Properties. Any amounts held for future
distribution used by the Master Servicer to make an Advance as permitted
in the
preceding sentence or withdrawn by the Master Servicer as permitted in Section
3.05(a)(vii) in reimbursement of Advances previously made shall be appropriately
reflected in the Master Servicer’s records and replaced by the Master Servicer
by deposit in the Collection Account on or before any future Master Servicer
Remittance Date to the extent that the Available Funds for the related
Distribution Date (determined without regard to Advances to be made on the
Master Servicer Remittance Date) shall be less than the total amount that
would
be distributed to the Classes of Certificateholders pursuant to Section 4.01
on
such Distribution Date if such amounts held for future distributions had
not
been so used to make Advances. The Trustee shall provide notice to the Master
Servicer and the NIMS Insurer by telecopy by the close of business on any
Master
Servicer Remittance Date in the event that the amount remitted by the Master
Servicer to the Trustee on such date is less than the Advances required to
be
made by the Master Servicer for the related Distribution Date.
(c) The
obligation of the Master 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 or REO Property, shall continue until
a
Final Recovery Determination in connection therewith or the removal thereof
from
REMIC I pursuant to any applicable provision of this Agreement, except as
otherwise provided in this Section.
(d) Notwithstanding
anything herein to the contrary, no Advance or Servicing Advance shall be
required to be made hereunder by the Master Servicer if such Advance or
Servicing Advance would, if made, constitute a Nonrecoverable Advance or
Nonrecoverable Servicing Advance. The determination by the Master Servicer
that
it has made a Nonrecoverable Advance or a Nonrecoverable Servicing Advance
or
that any proposed Advance or Servicing Advance, if made, would constitute
a
Nonrecoverable Advance or Nonrecoverable Servicing Advance, respectively,
shall
be evidenced by an Officers’ Certificate of the Master Servicer delivered to the
Trustee and the NIMS Insurer.
(e) The
Master Servicer shall deliver to the Trustee for deposit into the Distribution
Account on or before 3:00 p.m. New York time on the Master Servicer Remittance
Date from its own funds an amount (“Compensating Interest”) equal to the lesser
of (i) the aggregate of the Prepayment Interest Shortfalls for the related
Distribution Date resulting solely from Principal Prepayments during the
related
Prepayment Period and (ii) the amount of its aggregate Servicing Fee for
the
most recently ended calendar month. The Master Servicer shall not have the
right
to reimbursement for any amounts remitted to the Trustee in respect of
Prepayment Interest Shortfalls. Such amounts so remitted shall be included
in
the Available Funds and distributed therewith on the next Distribution Date.
The
Master Servicer shall not be obligated to pay any amounts with respect to
Relief
Act Interest Shortfalls.
(f) At
the
request of a Holder of a Class CE, Class P or Residual Certificate, the Master
Servicer shall forward to such Holder any statements or reports provided
to the
Trustee by the Master Servicer pursuant to this Section 4.03 and other loan
level information relating to the Mortgage Loans as reasonably requested
by such
Holder, provided, that such requesting Holder (i) enters into an agreement
with
the Master Servicer, at the satisfaction of the Master Servicer, regarding
certain procedures with respect to the release of such information and (ii)
agrees to cover all expenses in connection with such request.
| SECTION 4.04. |
Allocation
of Realized Losses.
|
(a) On
or
before each Determination Date, the Master Servicer shall determine as to
each
Mortgage Loan and REO Property: (i) the total amount of Realized Losses,
if any,
incurred in connection with any Final Recovery Determinations made during
the
related Prepayment Period; (ii) whether and the extent to which such Realized
Losses constituted Bankruptcy Losses; and (iii) the respective portions of
such
Realized Losses allocable to interest and allocable to principal. On or before
each Determination Date, the Master Servicer shall also determine as to each
Mortgage Loan: (A) the total amount of Realized Losses, if any, incurred
in
connection with any Deficient Valuations made during the related Prepayment
Period; and (B) the total amount of Realized Losses, if any, incurred in
connection with Debt Service Reductions in respect of Monthly Payments due
during the related Due Period. The information described in the two preceding
sentences that is to be supplied by the Master Servicer shall be evidenced
by an
Officers’ Certificate delivered to the Trustee by the Master Servicer on the
Master Servicer Reporting Date immediately following the end of (x) in the
case
of Bankruptcy Losses allocable to interest, the Due Period during which any
such
Realized Loss was incurred, and (y) in the case of all other Realized Losses,
the Prepayment Period during which any such Realized Loss was
incurred.
(b) All
Realized Losses on the Mortgage Loans shall be allocated by the Trustee on
each
Distribution Date as follows: first,
in
reduction of interest accrued on and otherwise distributable to the Class
CE
Certificates to the extent of Net Monthly Excess Cashflow used to pay principal
on the Class A Certificates and the Mezzanine Certificates under clause (i)
of
Section 4.01 hereof; second,
in
reduction of interest accrued on and otherwise distributable to the Class
CE
Certificates to the extent of Net Monthly Excess Cashflow available for
distribution pursuant to clauses (ii) through (vi) of Section 4.01(a)(4)
hereof;
and third,
in
reduction of the Certificate Principal Balance of the Class CE Certificates
(determined after taking into account all distributions made on the Certificates
on such Distribution Date), until the Certificate Principal Balance thereof
has
been reduced to zero. If on any Distribution Date, after all distributions
are
made by the Trustee pursuant to Section 4.01 hereof, the aggregate Certificate
Principal Balance of the Class A Certificates, the Mezzanine Certificates
and
the Class P Certificates exceeds the sum of the Stated Principal Balance
of the
Mortgage Loans as of the last day of the related Due Period (after taking
into
account prepayments during the related Prepayment Period), the amount of
such
excess shall be allocated, sequentially, to the Class M-11, Class M-10, Class
M-9, Class M-8, Class M-7, Class M-6, Class M-5, Class M-4, Class M-3, Class
M-2
and Class M-1 Certificates, in that order, in each case 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.
Any
such
allocation to a Class of Mezzanine Certificates on any Distribution Date
shall
be made by reducing the Certificate Principal Balance thereof (after the
actual
distributions to be made on such Distribution Date pursuant to Section 4.01
hereof) by the amount so allocated; any allocation of Realized Losses to
a Class
CE Certificate shall be made by reducing the amount otherwise payable in
respect
thereof pursuant to Section 4.01(a)(4)(v). No allocations of any Realized
Losses
shall be made to the Certificate Principal Balances of the Class A Certificates
or the Class P Certificates.
As
used
herein, an allocation of a Realized Loss on a “pro
rata
basis”
among two or more specified Classes of Certificates means an allocation on
a
pro
rata
basis,
among the various Classes so specified, to each such Class of Certificates
on
the basis of their then outstanding Certificate Principal Balances prior
to
giving effect to distributions to be made on such Distribution Date. All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder shall be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby.
(c) All
Realized Losses on the Group I Mortgage Loans shall be allocated by the Trustee
on each Distribution Date to the REMIC I Regular Interest LT1 and REMIC I
Regular Interest LT1PF until the Uncertificated Principal Balance of each
such
REMIC I Regular Interest has been reduced to zero; provided however, with
respect to the first three Distribution Dates, all Realized Losses on the
Initial Group I Mortgage Loans shall be allocated to REMIC I Regular Interest
LT1 until the Uncertificated Principal Balance of each such REMIC I Regular
Interest has been reduced to zero, and all Realized Losses on the Subsequent
Group I Mortgage Loans shall be allocated to REMIC I Regular Interest LT1PF
until the Uncertificated Principal Balance thereof has been reduced to zero.
All
Realized Losses on the Group II Mortgage Loans shall be allocated by the
Trustee
on each Distribution Date to the REMIC I Regular Interest LT2 and REMIC I
Regular Interest LT2PF until the Uncertificated Principal Balance of each
such
REMIC I Regular Interest has been reduced to zero; provided however, with
respect to the first three Distribution Dates, all Realized Losses on the
Initial Group II Mortgage Loans shall be allocated to REMIC I Regular Interest
LT2 until the Uncertificated Principal Balance of each such REMIC I Regular
Interest has been reduced to zero, and all Realized Losses on the Subsequent
Group II Mortgage Loans shall be allocated to REMIC I Regular Interest LT2PF
until the Uncertificated Principal Balance thereof has been reduced to
zero.
All
Realized Losses on the Group I Loans shall be allocated on each Distribution
Date
to REMIC
II Regular Interest I until the Uncertificated Balance of such REMIC II Regular
Interest has been reduced to zero and second, to REMIC II Regular Interest
I-1-A
through REMIC II Regular Interest I-49-B, starting with the lowest numerical
denomination until such REMIC II Regular Interest has been reduced to zero,
provided that, for REMIC II Regular Interests with the same numerical
denomination, such Realized Losses shall be allocated pro
rata
between
such REMIC II Regular Interests. All Realized Losses on the Group II Loans
shall
be allocated on each Distribution Date first, to REMIC II Regular Interest
II
until the Uncertificated Balance of such REMIC II Regular Interest has been
reduced to zero and second, to REMIC II Regular Interest II-1-A through REMIC
II
Regular Interest II-49-B, starting with the lowest numerical denomination
until
such REMIC II Regular Interest has been reduced to zero, provided that, for
REMIC II Regular Interests with the same numerical denomination, such Realized
Losses shall be allocated pro
rata
between
such REMIC II Regular Interests.
The
REMIC
III Marker Allocation Percentage of all Realized Losses on the Mortgage Loans
shall be allocated by the Trustee on each Distribution Date to the following
REMIC III Regular Interests in the specified percentages, as follows: first,
to
Uncertificated Interest payable to the REMIC III Regular Interest III-LTAA
and
REMIC III Regular Interest III-LTZZ up to an aggregate amount equal to the
REMIC
II Interest Loss Allocation Amount, 98% and 2%, respectively; second, to
the
Uncertificated Balances of the REMIC III Regular Interest III-LTAA and REMIC
III
Regular Interest III-LTZZ up to an aggregate amount equal to the REMIC II
Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the
Uncertificated Balances of REMIC III Regular Interest III-LTAA, REMIC III
Regular Interest III-LTM11 and REMIC III Regular Interest III-LTZZ, 98%,
1% and
1%, respectively, until the Uncertificated Balance of REMIC III Regular Interest
III-LTM10 has been reduced to zero; fourth, to the Uncertificated Balances
of
REMIC III Regular Interest III-LTAA, REMIC III Regular Interest III-LTM10
and
REMIC III Regular Interest III-LTZZ, 98%, 1% and 1%, respectively, until
the
Uncertificated Balance of REMIC III Regular Interest III-LTM10 has been reduced
to zero; fifth, to the Uncertificated Balances of REMIC III Regular Interest
III-LTAA, REMIC III Regular Interest III-LTM9 and REMIC III Regular Interest
III-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of
REMIC III Regular Interest III-LTM9 has been reduced to zero; sixth, to the
Uncertificated Balances of REMIC III Regular Interest III-LTAA, REMIC III
Regular Interest III-LTM8 and REMIC III Regular Interest III-LTZZ, 98%, 1%
and
1%, respectively, until the Uncertificated Balance of REMIC III Regular Interest
III-LTM8 has been reduced to zero; seventh, to the Uncertificated Balances
of
REMIC III Regular Interest III-LTAA, REMIC III Regular Interest III-LTM7
and
REMIC III Regular Interest III-LTZZ, 98%, 1% and 1%, respectively, until
the
Uncertificated Balance of REMIC III Regular Interest III-LTM7 has been reduced
to zero; eighth, to the Uncertificated Balances of REMIC III Regular Interest
III-LTAA, REMIC III Regular Interest III-LTM6 and REMIC III Regular Interest
III-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of
REMIC III Regular Interest III-LTM6 has been reduced to zero; ninth, to the
Uncertificated Balances of REMIC III Regular Interest III-LTAA, REMIC III
Regular Interest III-LTM5 and REMIC III Regular Interest III-LTZZ, 98%, 1%
and
1%, respectively, until the Uncertificated Balance of REMIC III Regular Interest
III-LTM5 has been reduced to zero; tenth, to the Uncertificated Balances
of
REMIC III Regular Interest III-LTAA, REMIC III Regular Interest III-LTM4
and
REMIC III Regular Interest III-LTZZ, 98%, 1% and 1%, respectively, until
the
Uncertificated Balance of REMIC III Regular Interest III-LTM4 has been reduced
to zero; eleventh, to the Uncertificated Balances of REMIC III Regular Interest
III-LTAA, REMIC III Regular Interest III-LTM3 and REMIC III Regular Interest
III-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of
REMIC III Regular Interest III-LTM3 has been reduced to zero; twelfth, to
the
Uncertificated Balances of REMIC III Regular Interest III-LTAA, REMIC III
Regular Interest III-LTM2 and REMIC III Regular Interest III-LTZZ, 98%, 1%
and
1%, respectively, until the Uncertificated Balance of REMIC III Regular Interest
III-LTM2 has been reduced to zero; and thirteenth, to the Uncertificated
Balances of REMIC III Regular Interest III-LTAA, REMIC III Regular Interest
III-LTM1 and REMIC III Regular Interest III-LTZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Balance of REMIC III Regular Interest III-LTM1 has
been
reduced to zero.
The
REMIC
III Sub WAC Allocation Percentage of all Realized Losses shall be applied
after
all distributions have been made on each Distribution Date first, so as to
keep
the Uncertificated Balance of each REMIC III Regular Interest ending with
the
designation “GRP” equal to 0.01% of the aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan Group; second, to each REMIC III Regular
Interest ending with the designation “SUB,” so that the Uncertificated Balance
of each such REMIC III Regular Interest is equal to 0.01% of the excess of
(x)
the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan
Group over (y) the current Certificate Principal Balance of the Class A
Certificate in the related Loan Group (except that if any such excess is
a
larger number than in the preceding distribution period, the least amount
of
Realized Losses shall be applied to such REMIC III Regular Interests such
that
the REMIC III Subordinated Balance Ratio is maintained); and third, any
remaining Realized Losses shall be allocated to REMIC III Regular Interest
II-LTXX.
All
Realized Losses shall be allocated on each Distribution Date in the same
manner
and priority as such Realized Losses are allocated to the Corresponding
Certificates.
| SECTION 4.05. |
Compliance
with Withholding Requirements.
|
Notwithstanding
any other provision of this Agreement, the Trustee shall comply with all
federal
withholding requirements respecting payments to Certificateholders of interest
or original issue discount that the Trustee reasonably believes are applicable
under the Code. The consent of Certificateholders shall not be required for
such
withholding. In the event the Trustee does withhold any amount from interest
or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Trustee shall indicate
the
amount withheld to such Certificateholders.
| SECTION 4.06. |
Commission
Reporting.
|
(a) (i) The
Trustee and the Master Servicer shall reasonably cooperate with the Depositor
in
connection with the Trust Fund’s satisfying the reporting requirements under the
Exchange Act.
(ii) Within
15
days after each Distribution Date, the Trustee shall, pursuant to Rule 13a-17
or
Rule 15d-17 of the Exchange Act, file with the Commission via the Electronic
Data Gathering and Retrieval System (“XXXXX”), a report on Form 10-D
(“Distribution Report”), signed by the Depositor, that includes a copy of the
Monthly Statement to be furnished by the Trustee to the Certificateholders
for
such Distribution Date pursuant to Section 4.02 and such other information
required to be reported by the Trust on Form 10-D, provided, however, that
such
information is provided to the Trustee in XXXXX-compatible form at the email
address set forth in Section 11.05 (with a copy to the Depositor) on or prior
to
the related Distribution Date prior to the applicable filing deadline. The
Trustee will compile the information provided by the Depositor, Master Servicer
and any other parties in the Form 10-D and provide such completed Form 10-D
to
the Depositor to review and verify the completed Form 10-D. The Depositor
shall
sign the completed Form 10-D and deliver such signed Form 10-D to the Trustee
by
no later than two Business Days prior to the applicable filing date. The
Trustee
shall not be responsible for determining what information is required to
be
filed on Form 10-D (unless such information is specific to the Trustee, in
which
case the Trustee will be responsible for making such determination). The
Trustee
shall have no liability for any loss, expense, damage or claim arising out
of or
with respect to any failure to properly prepare or timely file such Form
10-D,
where such failure results from the Trustee’s failure to receive, on a timely
basis as required by this paragraph, any required information from any other
party hereto needed to prepare, arrange for execution or file such Form 10-D.
Any disclosure in addition to the Monthly Statement that is required to be
included on Form 10-D shall be approved by the Depositor and provided to
the
Trustee as described in clause (a)(v) below.
(iii) For
so
long as the Trust is subject to the Exchange Act reporting requirements,
no
later than 12:00 noon on the second Business Day after the occurrence of
an
event requiring disclosure on Form 8-K (each such event, a “Reportable Event”)
(i) the parties set forth in Exhibit N shall be required pursuant to Section
4.06(a)(v) below to provide to the Trustee and the Depositor, to the extent
known, in XXXXX-compatible form, or in such other form as otherwise agreed
upon
by the Trustee and the Depositor and such party, the form and substance of
any
disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K (“Form 8-K Disclosure Information”), if
applicable, 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 Trustee in connection with
including any Form 8-K Disclosure Information on Form 8-K pursuant to this
Section 4.06(a)(iii). Within four (4) Business Days after the occurrence
of a
Reportable Event, the Depositor shall prepare and the Trustee shall file
on
behalf of the Trust any 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 Form 8-K Disclosure Information shall be approved by
the
Depositor.
No
later
than the end of business New York City time on the third Business Day after
the
Reportable Event, a senior officer of the Depositor shall sign the Form 8-K
and
deliver an electronic or fax copy of such signed Form 8-K in XXXXX-compatible
form (with an original executed hard copy to follow by overnight mail) to
the
Trustee. The Trustee shall not be responsible for determining what information
is required to be filed on a Form 8-K in connection with the transactions
contemplated by this Agreement (unless such information is specific to the
Trustee, in which case the Trustee will be responsible for making such a
determination) or what events shall cause a Form 8-K to be required to be
filed
(unless such event is specific to the Trustee, in which case the Trustee
will be
responsible for causing such Form 8-K to be filed). The Trustee shall have
no
liability for any loss, expense, damage, claim arising out of or with respect
to
any failure to properly prepare or timely file such Form 8-K, where such
failure
results from the Trustee’s failure to receive, on a timely basis as required by
this paragraph, any Form 8-K from the Depositor.
(iv) Prior
to
January 30 of the first year in which the Trustee is able to do so in accordance
with applicable law, the Trustee shall, pursuant to Rule 12h-3 of the Exchange
Act, file a Form 15 Suspension Notice with respect to the Trust Fund, if
applicable. Prior to (x) March 15, 2007 and (y) unless and until a Form 15
Suspension Notice shall have been filed, prior to March 20th
of each
year thereafter, the Master Servicer shall provide the Trustee with the
Assessment of Compliance and Attestation Report to be delivered by the Master
Servicer pursuant to Section 3.20 (including with respect to any Sub-Servicer
or
subcontractor, if required to be filed). Prior to (x) March 31, 2007 and
(y)
unless and until a Form 15 Suspension Notice shall have been filed, March
31st
of each
year thereafter, the Trustee shall, subject to subsection (d) below, file
a Form
10-K, in substance as required by applicable law or applicable Commission
staff’s interpretations and conforming to industry standards, with respect to
the Trust Fund. Such Form 10-K shall include the Assessment of Compliance,
the
Attestation Report and other documentation provided by the Master Servicer
pursuant to Sections 3.19 and 3.20 (including with respect to any Sub-Servicer
or subcontractor, if required to be filed) and the Assessment of Compliance
and
the Attestation Report with respect to the Trustee, and the Form 10-K
certification in the form attached hereto as Exhibit J-1 (the “Certification”)
signed by the senior officer of the Depositor in charge of securitization;
provided that the Trustee shall have received no later than March 1st
(other
than the Assessment of Compliance, the Attestation Report and the Certification,
no later than March 20th)
of each
calendar year prior to the filing deadline for the Form 10-K all information,
data and exhibits required to be provided or filed with such Form 10-K and
required to be provided to the Trustee as described in clause (c)(v) below
in
XXXXX-compatible form at the email address set forth in Section 11.05. If
they
are not so timely delivered, the Trustee shall file an amended Form 10-K
including such documents as exhibits reasonably promptly after they are
delivered to the Trustee. The Trustee will compile the information provided
by
the Depositor and the Master Servicer in the Form 10-K and provide such
completed Form 10-K to the Depositor to review and verify the completed Form
10-K. The Depositor shall sign the Form 10-K and deliver the signed Form
10-K,
together with the Certification, to the Trustee by no later than March
20th
(or if
such day is not a Business Day, the preceding Business Day). The Trustee
shall
not be responsible for determining what information is required to be filed
on a
Form 10-K in connection with the transactions contemplated by this Agreement
(other than any items specifically set forth in this Agreement or unless
such
information is specific to the Trustee, in which case the Trustee will be
responsible for making such determination). The Trustee shall have no liability
for any loss, expense, damage or claim arising out of or with respect to
any
failure to properly prepare or timely file such Form 10-K, where such failure
results from the Trustee’s failure to receive, on a timely basis as required by
this paragraph, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 10-K.
(v) As
to
each item of information required to be included in any Form 10-D, Form 8-K
or
Form 10-K, the Trustee’s obligation to include or provide the information in the
applicable report is subject to receipt from the entity that is indicated
in
Exhibit N as the responsible party for providing that information, if other
than
the Trustee, as and when required as described above. Each of the Master
Servicer, the Depositor and the Trustee hereby agree to notify and provide
to
the other parties all information that is required to be included in any
Form
10-D, Form 8-K or Form 10-K, with respect to which that entity is indicated
in
Exhibit N as the responsible party for providing that information by no later
than the times set forth in (iv) above. The Master 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 1117
and
1119 of Regulation AB. The Trustee will provide electronic or paper copies
of
all Form 10-D, 8-K and 10-K filings free of charge to any Certificateholder
upon
request.
(vi) The
Trustee shall sign a certification (in the form attached hereto as
Exhibit J-2) for the benefit of the Depositor and its officers, directors
and Affiliates regarding certain aspects in respect of items 1 through 3
of the
Certification (provided, however, that the Trustee shall not undertake an
analysis of the Attestation Report attached as an exhibit to the Form 10-K).
The
Trustee's certification shall be delivered to the Depositor by no later than
March 18th
of each
year (or if such day is not a Business Day, the immediately preceding Business
Day) and the Depositor shall deliver the Certification to the Trustee for
filing
no later than March 20th
of each
year (or if such day is not a Business Day, the immediately preceding Business
Day).
In
addition, the Trustee shall indemnify and hold harmless the Depositor and
the
Master Servicer 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 the Trustee’s failure to timely file any Form 10-D, Form 8-K or Form
10-K as required by this Agreement and/or any untrue statement of a material
fact or omission to state a material fact required to be stated or necessary
to
make the statements made not misleading contained in any information provided
by
the Trustee (other than the Attestation Report for the Trustee). The Master
Servicer shall indemnify and hold harmless the Trustee 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 the Depositor’s or the
Master Servicer’s failure to timely deliver any information required hereunder
and/or any untrue statement of a material fact or omission to state a material
fact required to be stated or necessary to make the statements made not
misleading contained in any information provided by the Depositor or the
Master
Servicer. If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Master Servicer or the Depositor on the
one
hand or the Trustee on the other, then the other party, in connection with
its
respective obligations to indemnify hereunder, agrees that it shall contribute
to the amount paid or payable by the other party 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 of the Master Servicer or the
Depositor on the one hand and the Trustee on the other.
Upon
any
filing with the Securities and Exchange Commission, the Trustee shall promptly
deliver to the Depositor a copy of any such executed report, statement or
information.
| SECTION 4.07. |
Pre-Funding
Accounts.
|
(a) No
later
than the Closing Date, the Trustee shall establish and maintain two segregated
non-interest bearing trust accounts that are each Eligible Accounts, which
shall
be titled (i) “Group I Pre-Funding Account, Deutsche Bank National Trust
Company, as Trustee for the registered holders of Argent Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2006-W3” (the “Group I
Pre-Funding Account”) and (ii) “Group II Pre-Funding Account, Deutsche Bank
National Trust Company, as Trustee for the registered holders of Argent
Securities Inc., Asset-Backed Pass-Through Certificates, Series 2006-W3” (the
“Group II Pre-Funding Account”). The Trustee shall, promptly upon receipt,
deposit in the applicable Pre-Funding Account and retain therein the Original
Group I Pre-Funded Amount or the Original Group II Pre-Funding Account, as
applicable, remitted on the Closing Date to the Trustee by the Depositor.
Funds
deposited in the Pre-Funding Accounts shall be held in trust by the Trustee
for
the Certificateholders for the uses and purposes set forth herein.
(b) The
Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted
Investments of the kind described in clauses (i), (v) or (vi) of the definition
of Permitted Investments, as specified in a written direction from the Master
Servicer, with a maturity date no later than the second Business Day preceding
each Distribution Date. For federal income tax purposes, the holder of the
largest Percentage Interest of the Residual Certificates shall be the owner
of
the Pre-Funding Accounts and shall report all items of income, deduction,
gain
or loss arising therefrom. The Master Servicer shall deposit in the applicable
Pre-Funding Account the amount of any net loss incurred in respect of any
such
Permitted Investment immediately upon realization of such loss without any
right
of reimbursement therefor. The Pre-Funding Accounts shall not be assets of
any
Trust REMIC.
(c) Amounts
on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee
as
follows:
(i) on
any
Subsequent Transfer Date, the Trustee shall withdraw from the related
Pre-Funding Account an amount equal to 100% of the Stated Principal Balances
of
the Subsequent Mortgage Loans transferred and assigned to the Trustee for
deposit in the Mortgage Pool on such Subsequent Transfer Date and pay such
amount to or upon the order of the Depositor upon satisfaction of the conditions
set forth in Section 2.09 with respect to such transfer and
assignment;
(ii) if
the
amount on deposit in the related Pre-Funding Account has not been reduced
to
zero during the Funding Period, on the day of the termination of the Funding
Period, the Trustee shall deposit into the Distribution Account any amounts
remaining in the Pre-Funding Account to be held uninvested;
(iii) to
withdraw any amount not required to be deposited in the Pre-Funding Accounts
or
deposited therein in error;
(iv) to
distribute to the Interest Coverage Account any income and gain realized
from
the investment of funds in the Pre-Funding Accounts; and
(v) to
clear
and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the
day
immediately following the end of the Funding Period and (B) the termination
of
this Agreement, with any amounts remaining on deposit therein being paid
to the
Holders of the Certificates then entitled to distributions in respect of
principal.
| SECTION 4.08. |
Interest
Coverage Accounts.
|
(a) If
amounts are required to be deposited in the Interest Coverage Accounts, no
later
than the Closing Date, the Trustee shall establish and maintain a segregated
non-interest bearing trust account that is an Eligible Account, which shall
be
titled (i) “Group I Interest Coverage Account, Deutsche Bank National Trust
Company, as Trustee for the registered holders of Argent Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2006-W3” (the “Group I Interest
Coverage Account”) and (ii) “Group II Interest Coverage Account, Deutsche Bank
National Trust Company, as Trustee for the registered holders of Argent
Securities Inc., Asset-Backed Pass-Through Certificates, Series 2006-W3” (the
“Group II Interest Coverage Account”). The Trustee shall, promptly upon receipt,
deposit in each Interest Coverage Account and retain therein the related
Interest Coverage Amount, remitted on the Closing Date to the Trustee by
the
Depositor. Funds deposited in the Interest Coverage Accounts shall be held
in
trust by the Trustee for the Certificateholders for the uses and purposes
set
forth herein.
(b) The
Trustee shall invest funds deposited in the Interest Coverage Accounts in
Permitted Investments of the kind described in clauses (i), (v) or (vi) of
the
definition of Permitted Investments, as specified in a written direction
from
the Master Servicer, with a maturity date no later than the second Business
Day
preceding each Distribution Date. For federal income tax purposes, the holder
of
the largest Percentage Interest of the Residual Certificates shall be the
owner
of the Interest Coverage Accounts and shall report all items of income,
deduction, gain or loss arising therefrom. At no time shall either Interest
Coverage Account be an asset of any Trust REMIC. All income and gain realized
from investment of funds deposited in the Interest Coverage Accounts shall
be
for the sole and exclusive benefit of the Master Servicer and shall be remitted
by the Trustee to the Master Servicer on the first Business Day following
each
Distribution Date. The Master Servicer shall deposit in the Interest Coverage
Accounts the amount of any net loss incurred in respect of any such Permitted
Investment immediately upon realization of such loss.
(c) On
each
Distribution Date during the Funding Period and on the last day of the Funding
Period, the Trustee shall withdraw from the related Interest Coverage Account
and deposit in the Distribution Account an amount equal to 30 days’ interest on
the excess, if any, of the related Original Pre-Funded Amount, over the
aggregate Stated Principal Balance of related Subsequent Mortgage Loans that
both (i) had a Due Date during the Due Period relating to such Distribution
Date
and (ii) had a Subsequent Cut-off Date prior to the first day of the month
in
which such Distribution Date occurs, at a per annum rate equal to the weighted
average Pass-Through Rate of the related Adjustable-Rate Certificates for
such
Distribution Date, with the Pass-Through Rate on the related Adjustable-Rate
Certificates, solely for the purposes of the foregoing calculation, multiplied
by a fraction, the numerator of which is the actual number of days in the
Interest Accrual Period for such Class for such Distribution Date, and the
denominator of which is 30. Such withdrawal and deposit shall be treated
as a
contribution of cash by the Master Servicer to REMIC I. Immediately following
any such withdrawal and deposit, and immediately following the conveyance
of any
Subsequent Mortgage Loans to the Trust on any Subsequent Transfer Date, the
Trustee shall withdraw from the Interest Coverage Accounts and remit to the
Master Servicer or its designee an amount equal to the excess, if any, of
the
amount remaining in such Interest Coverage Account over the amount that would
be
required to be withdrawn therefrom (assuming sufficient funds therein) pursuant
to the second preceding sentence on each subsequent Distribution Date, if
any,
that shall occur during the Funding Period or that shall be the last day
of the
Funding Period, if no Subsequent Mortgage Loans were acquired by the Trust
Fund
after the end of the Prepayment Period relating to the current Distribution
Date
(assuming that One-Month LIBOR remains constant at the level of One-Month
LIBOR
applicable to the calculation of the Pass-Through Rate for the Adjustable-Rate
Certificates for the current Distribution Date).
(d) Upon
the
earlier of (i) the Distribution Date immediately following the end of the
Funding Period, (ii) the reduction of the aggregate Certificate Principal
Balance of the Adjustable-Rate Certificates to zero or (iii) the termination
of
this Agreement in accordance with Section 9.01, any amount remaining on deposit
in the Interest Coverage Accounts after distributions pursuant to paragraph
(c)
above shall be withdrawn by the Trustee and paid to the Depositor or its
designee.
| SECTION 4.09. |
[Reserved].
|
| SECTION 4.10. |
Swap
Account.
|
(a) No
later
than the Closing Date, the Trustee shall establish and maintain with itself,
as
agent for the Trustee, a separate, segregated trust account titled, “Swap
Account, Deutsche Bank National Trust Company, as Trustee, in trust for the
Interest Rate Swap Provider and the registered holders of Argent Securities
Inc., Asset-Backed Pass-Through Certificates, Series 2006-W3.” Such account
shall be an Eligible Account and amounts therein shall be held
uninvested.
(b) On
each
Distribution Date, prior to any distribution to any Certificate, the Trustee
shall deposit into the Swap Account pursuant to 3.05(c)(i): (i) the amount
of
any Net Swap Payment or Swap Termination Payment owed to the Interest Rate
Swap
Provider (after taking into account any upfront payment received by the Interest
Rate Swap Provider from the counterparty to a replacement similar agreement)
from funds collected and received with respect to the Mortgage Loans prior
to
the determination of Available Funds and (ii) amounts received by the Trustee
from the Swap Administrator, for distribution in accordance with subsection
(e)
below, pursuant to the Swap Administration Agreement, dated as of the Closing
Date (the “Swap Administration Agreement”), among Deutsche Bank National Trust
Company in its capacity as Trustee, Deutsche Bank National Trust Company
in its
capacity as Swap Administrator and Ameriquest Mortgage Company. For federal
income tax purposes, any amounts paid to the Interest Rate Swap Provider
on each
Distribution Date shall first be deemed paid to the Interest Rate Swap Provider
in respect of the Class SWAP-IO Interest to the extent of the amount
distributable on such Class SWAP-IO Interest on such Distribution Date, and
any
remaining amount shall be deemed paid to the Interest Rate Swap Provider
in
respect of a Class IO Distribution Amount (as defined below).
If
the
Trustee fails to pay any Net Swap Payment owed to the Interest Rate Swap
Provider and such failure to pay is not related to insufficient funds in
the
Distribution Account and such failure to pay would, pursuant to the terms
of the
Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed
to the
Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the Trustee
and
after consultation with the Trustee, pay such Net Swap Payment owed to the
Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the
Trustee
pursuant to Section 3.05(c).
(c) For
federal income tax purposes, the Swap Account shall be owned by the majority
Holder of the Class CE Certificates.
(d) The
Trustee shall treat the Holders of Certificates (other than the Class P,
Class
CE, Class R and Class R-X Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class CE Certificates.
Pursuant to each such notional principal contract, all Holders of Certificates
(other than the Class P, Class CE, 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 CE Certificates an aggregate amount equal to the excess, if any, of
(i)
the amount payable on such Distribution Date on the REMIC III 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 amount of interest otherwise payable to such
Certificates, 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
CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover
Amounts to the Holders of the Certificates (other than the Class CE, 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 CE, Class
P and
Class R 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 III and as having been paid by such Holders to
the
Swap Administrator pursuant to the notional principal contract. Thus, each
Certificate (other than the Class P Certificates, Class R Certificates and
Class
R-X Certificates) shall be treated as representing not only ownership of
Regular
Interests in REMIC III, but also ownership of an interest in, and obligations
with respect to, a notional principal contract.
(e) 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
and the
Swap Account be disregarded as entities separate from the Holder of the Class
CE
Certificates unless and until the date when either (a) there is more than
one
Class CE Certificateholder or (b) any Class of Certificates in addition to
the
Class CE Certificates is recharacterized as an equity interest in the Net
WAC
Rate Carryover Reserve Account or the Swap 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 and the Swap Account be treated as assets
of a
grantor trust.
(f) In
connection with paragraph 7(i) of the ISDA Credit Support Annex (as defined
in
the definition of Interest Rate Swap Agreement herein), upon the Interest
Rate
Swap Provider’s failure to post collateral with the Trustee, the Trustee (to the
extent it has actual knowledge) shall provide, no later than the next Business
Day after the date such collateral was required to be posted, to the Interest
Rate Swap Provider a written notice of such failure.
| SECTION 4.11. |
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
For
federal income tax purposes, each holder of a Class A or Mezzanine Certificate
is deemed to own an undivided beneficial ownership interest in a REMIC regular
interest and the right to receive payments from either the Net WAC Rate
Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate
Carryover Amount or the obligation to make payments to the Swap Account.
For
federal income tax purposes, the Trustee will account for payments to each
Class
A and Mezzanine Certificates as follows: each Class A and Class M Certificate
will be treated as receiving their entire payment from REMIC IV (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 Net Swap Payment), 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 Class A or Mezzanine Certificate. Resecuritization of any Class A or
Mezzanine Certificate in a REMIC will be permissible only if the Trustee
hereunder is the trustee in such resecuritization.
The
REMIC
regular interest corresponding to a Class A or Mezzanine 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 Pass-Through Rate computed for this purpose by limiting the Base
Calculation Amount of the Interest Rate Swap Agreement to the aggregate
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 Class A or Mezzanine Certificate
may
exceed the actual amount of distributions on the Class A or Mezzanine
Certificate.
| SECTION 4.12. |
Net
WAC Rate Carryover Reserve Account.
|
(a) No
later
than the Closing Date, the Trustee shall establish and maintain with itself,
as
agent for the Trustee, a separate, segregated trust account titled, “Net WAC
Rate Carryover Reserve Account, Deutsche Bank National Trust Company, as
Trustee, in trust for the registered Holders of Argent Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2006-W3.” The Trustee shall
deposit into the Net WAC Rate Carryover Reserve Account any payments received
by
it pursuant to Section 4.01(a)(4)(iv).
(b) On
each
Distribution Date as to which there is a Net WAC Rate Carryover Amount payable
to the Class A Certificates or the Mezzanine Certificates, the Trustee has
been
directed by the Class CE Certificateholders to, and therefore shall, deposit
into the Net WAC Rate Carryover Reserve Account the amount of such Net WAC
Rate
Carryover Amount rather than distributing such amounts to the Class CE
Certificateholders. On each such Distribution Date, the Trustee shall hold
all
such amounts for the benefit of the Holders of the Class A Certificates and
the
Mezzanine Certificates, and shall distribute such amounts to the Holders
of the
Class A Certificates and the Mezzanine Certificates in the amounts and
priorities set forth in Section 4.01(a).
(c) For
federal and state income tax purposes, the Class CE Certificateholders shall
be
deemed to be the owners of the Net WAC Rate Carryover Reserve Account and
all
amounts deposited into the Net WAC Rate Carryover Reserve Account shall be
treated as amounts distributed by REMIC IV to the Holders of the Class CE
Interest and from the Class CE Interest to the Class CE Certificates. Upon
the
termination of the Trust, or the payment in full of the Class A Certificates
and
the Mezzanine Certificates, all amounts remaining on deposit in the Net WAC
Rate
Carryover Reserve Account shall be released by the Trust and distributed
to the
Class CE Certificateholders or their designees. The Net WAC Rate Carryover
Reserve Account shall be part of the Trust but not part of any REMIC and
any
payments to the Holders of the Class A Certificates or the Mezzanine
Certificates of Net WAC Rate Carryover Amounts shall not be payments with
respect to a “regular interest” in a REMIC within the meaning of Code Section
860(G)(a)(1).
(d) By
accepting a Class CE Certificate, each Class CE Certificateholder hereby
agrees
to direct the Trustee, and the Trustee hereby is directed, to deposit into
the
Net WAC Rate Carryover Reserve Account the amounts described above on each
Distribution Date as to which there is any Net WAC Rate Carryover Amount
rather
than distributing such amounts to the Class CE Certificateholders. By accepting
a Class CE Certificate, each Class CE Certificateholder further agrees that
such
direction is given for good and valuable consideration, the receipt and
sufficiency of which is acknowledged by such acceptance.
(e) At
the
written direction of the Holders of a majority in Percentage Interest in
the
Class CE Certificates, the Trustee shall direct any depository institution
maintaining the Net WAC Rate Carryover Reserve Account to invest the funds
in
such account in one or more Permitted Investments bearing interest or sold
at a
discount, and maturing, unless payable on demand, (i) no later than the Business
Day immediately preceding the date on which such funds are required to be
withdrawn from such account pursuant to this Agreement, if a Person other
than
the Trustee or an Affiliate manages or advises such investment, and (ii)
no
later than the date on which such funds are required to be withdrawn from
such
account pursuant to this Agreement, if the Trustee or an Affiliate manages
or
advises such investment. If no investment direction of the Holders of a majority
in Percentage Interest in the Class CE Certificates with respect to the Net
WAC
Rate Carryover Reserve Account is received by the Trustee, the Trustee shall
invest the funds in the Deutsche Bank Institutional Cash Management Fund
541 so
long as it is a Permitted Investment. Interest earned on such investment
shall
be deposited into the Net WAC Rate Carryover Reserve Account.
ARTICLE
V
THE
CERTIFICATES
| SECTION 5.01. |
The
Certificates.
|
(a) The
Certificates in the aggregate shall represent the entire beneficial ownership
interest in the Mortgage Loans and all other assets included in REMIC I.
At the
Closing Date, the aggregate Certificate Principal Balance of the Certificates
shall equal the aggregate Stated Principal Balance of the Mortgage
Loans.
The
Certificates shall be substantially in the forms annexed hereto as Exhibits
A-1
through A-R-X. The Certificates of each Class shall be issuable in registered
form only, in denominations of authorized Percentage Interests as described
in
the definition thereof. Each Certificate shall share ratably in all rights
of
the related Class.
Upon
original issue, the Certificates shall be executed and delivered by the Trustee
and the Trustee shall cause the Certificates to be authenticated by the
Certificate Registrar to or upon the order of the Depositor. The Certificates
shall be executed and attested by manual or facsimile signature on behalf
of the
Trustee by an authorized signatory. Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the
Trustee shall bind the Trustee notwithstanding that such individuals or any
of
them have ceased to hold such offices prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided herein
executed by the Certificate Registrar by manual signature, and such certificate
of authentication 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.
(b) The
Class
A Certificates and the Mezzanine Certificates shall initially be issued as
one
or more Certificates held by the Book-Entry Custodian or, if appointed to
hold
such Certificates as provided below, the Depository, and registered in the
name
of the Depository or its nominee and, except as provided below, registration
of
such Certificates may not be transferred by the Trustee except to another
Depository that agrees to hold such Certificates for the respective Certificate
Owners with Ownership Interests therein. The Certificate Owners shall hold
their
respective Ownership Interests in and to such Certificates through the
book-entry facilities of the Depository and, except as provided below, shall
not
be entitled to definitive, fully registered Certificates (“Definitive
Certificates”) in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established
by the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall only transfer the Ownership Interests in
the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository’s normal
procedures. The Trustee is hereby initially appointed as the Book-Entry
Custodian and hereby agrees to act as such in accordance herewith and in
accordance with the agreement that it has with the Depository authorizing
it to
act as such. The Book-Entry Custodian may, and if it is no longer qualified
to
act as such, the Book-Entry Custodian shall, appoint, by a written
instrument delivered to the Depositor, the Master Servicer, the Trustee (if
the
Trustee is not the Book-Entry Custodian) and any other transfer agent (including
the Depository or any successor Depository), to act as Book-Entry Custodian
under such conditions as the predecessor Book-Entry Custodian and the Depository
or any successor Depository may prescribe, provided that the predecessor
Book-Entry Custodian shall not be relieved of any of its duties or
responsibilities by reason of any such appointment of other than the
Depository. If the Trustee resigns or is removed in accordance with the terms
hereof, if it so elects, the Depository shall immediately succeed to its
predecessor’s duties as Book-Entry Custodian. The Depositor shall have the right
to inspect, and to obtain copies of, any Certificates held as Book-Entry
Certificates by the Book-Entry Custodian.
The
Trustee, the Master Servicer and the Depositor may for all purposes (including
the making of payments due on the Book-Entry Certificates) deal with the
Depository as the authorized representative of the Certificate Owners with
respect to the Book-Entry Certificates for the purposes of exercising the
rights
of Certificateholders hereunder. The rights of Certificate Owners with respect
to the Book-Entry Certificates shall be limited to those established by law
and
agreements between such Certificate Owners and the Depository Participants
and
brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of the Book-Entry
Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate Owners.
The
Trustee may establish a reasonable record date in connection with solicitations
of consents from or voting by Certificateholders and shall give notice to
the
Depository of such record date.
If
(i)(A)
the Depositor advises the Trustee in writing that the Depository is no longer
willing or able to properly discharge its responsibilities as Depository,
and
(B) the Depositor is unable to locate a qualified successor or (ii) after
the
occurrence of a Master Servicer Event of Default, Certificate Owners
representing in the aggregate not less than 51% of the Ownership Interests
of
the Book-Entry Certificates advise the Trustee through the Depository, in
writing, that the continuation of a book-entry system through the Depository
is
no longer in the best interests of the Certificate Owners, the Trustee shall
notify all Certificate Owners, through the Depository, of the occurrence
of any
such event and of the availability of Definitive Certificates to Certificate
Owners requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Book-Entry Custodian or the Depository, as applicable,
accompanied by registration instructions from the Depository for registration
of
transfer, the Trustee shall issue the Definitive Certificates. Such Definitive
Certificates shall be issued in minimum denominations of $100,000 in the
case of
the Class A and Mezzanine Certificates, except that any beneficial ownership
that was represented by a Book-Entry Certificate in an amount less than $100,000
immediately prior to the issuance of a Definitive Certificate shall be issued
in
a minimum denomination equal to the amount represented by such Book-Entry
Certificate. None of the Depositor, the Master Servicer or the Trustee shall
be
liable for any delay in the delivery of such instructions and may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Certificates all references herein to obligations
imposed
upon or to be performed by the Depository shall be deemed to be imposed upon
and
performed by the Trustee, to the extent applicable with respect to such
Definitive Certificates, and the Trustee shall recognize the Holders of the
Definitive Certificates as Certificateholders hereunder.
| SECTION 5.02. |
Registration
of Transfer and Exchange of
Certificates.
|
(a) The
Trustee shall cause to be kept at one of the offices or agencies to be appointed
by the Trustee in accordance with the provisions of Section 8.12 a Certificate
Register for the Certificates in which, subject to such reasonable regulations
as it may prescribe, the Trustee shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee shall initially serve as Certificate Registrar for the purpose
of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The Certificate Registrar may appoint, by a written instrument
delivered to the Master Servicer and the Depositor, any other bank or trust
company to act as Certificate Registrar under such conditions as the predecessor
Certificate Registrar may prescribe, provided that the predecessor Certificate
Registrar shall not be relieved of any of its duties or responsibilities
hereunder by reason of such appointment. If the Trustee shall at any time
not be
the Certificate Registrar, the Trustee shall have and maintain the right
to
inspect the Certificate Register or to obtain a copy thereof at all reasonable
times, and to rely conclusively upon a certificate of the Certificate Registrar
as to the information set forth in the Certificate Register.
(b) No
transfer of any Private Mezzanine Certificate, Class CE Certificate, Class
P
Certificate or Residual Certificate shall be made unless that transfer is
made
pursuant to an effective registration statement under the Securities Act
of
1933, as amended (the “1933 Act”), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In
the
event that such a transfer of a Private Mezzanine Certificate, Class CE
Certificate, Class P Certificate or Residual Certificate is to be made without
registration or qualification (other than 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 CE, 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 Certificate from the issuer under
the
Indenture or the indenture trustee under the Indenture to the Depositor or
an
Affiliate of the Depositor), the Trustee and the Certificate Registrar shall
each require receipt of: (i) if such transfer is purportedly being made in
reliance upon Rule 144A under the 1933 Act, written certifications from the
Certificateholder desiring to effect the transfer and from such
Certificateholder’s prospective transferee, substantially in the forms attached
hereto as Exhibit F-1; and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
(which Opinion of Counsel shall not be an expense of the Depositor, the Trustee,
the Master Servicer, in its capacity as such, or the Trust Fund), together
with
copies of the written certification(s) of the Certificateholder desiring
to
effect the transfer and/or such Certificateholder’s prospective transferee upon
which such Opinion of Counsel is based, if any. None of the Depositor, the
Certificate Registrar or the Trustee is obligated to register or qualify
the
Private Mezzanine Certificates, the Class CE Certificates, the Class P
Certificates or the Residual Certificates under the 1933 Act or any other
securities laws or to take any action not otherwise required under this
Agreement to permit the transfer of such Certificates without registration
or
qualification. If a transfer of an Ownership Interest in the Private Mezzanine
Certificates is to be made without registration under the 1933 Act (other
than
in connection with the initial transfer of any such Certificate by the Depositor
to an affiliate of the Depositor), then the Certificate Registrar shall refuse
to register such transfer unless it receives (and upon receipt, may conclusively
rely upon) a certificate from the Certificateholder desiring to effect such
transfer and a certificate from such Certificateholder’s prospective transferee
(which in the case of the Book-Entry Certificates, the Certificateholder
and the
Certificateholder’s prospective transferee shall be deemed to have represented
such certification), to the effect that, among other things, the transfer
is
being made to a qualified institutional buyer as defined in Rule 144A under
the
Securities Act in accordance with Rule 144A. Any Certificateholder desiring
to
effect the transfer of a Private Mezzanine Certificate, Class CE Certificate,
Class P Certificate or Residual Certificate shall, and does hereby agree
to,
indemnify the Trustee, the Depositor, the Certificate Registrar and the Master
Servicer 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 in this Section
5.02(b) shall be required in connection with the transfer, on the Closing
Date,
of any Class R Certificate by the Depositor to an “accredited investor” within
the meaning of Rule 501(d) of the 1933 Act.
(c) No
transfer of a Certificate or any interest therein shall be made to any Plan,
any
Person acting, directly or indirectly, on behalf of a Plan or any Person
acquiring such Certificates with “Plan Assets,” within the meaning of the
Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan
Assets”), of a Plan, as certified by such transferee in the form of Exhibit G
(or, in the case of a Book-Entry Certificate, such transferee shall be deemed
to
represent that it is not a Plan or acquiring with Plan Assets of a Plan),
unless
the Trustee is provided with an Opinion of Counsel for the benefit of the
Trust
Fund, the Depositor, the Trustee, the NIMS Insurer and the Master Servicer
and
on which they may rely, which shall be to the effect that the purchase and
holding of such Certificates is permissible under applicable law, shall not
constitute or result in any non-exempt prohibited transaction under ERISA
or
Section 4975 of the Code and shall not subject the Depositor, the Master
Servicer, the NIMS Insurer, 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
NIMS
Insurer, the Trustee or the Trust Fund. Neither an Opinion of Counsel nor
any
certification shall 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 Certificate to the issuer under the Indenture or the
indenture trustee under the Indenture or (iii) a transfer of any such
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
such transferee shall be deemed to have represented that it is not purchasing
with Plan Assets of a Plan) and the Trustee shall be entitled to conclusively
rely upon a representation (which, upon the request of the Trustee, shall
be a
written representation) from the Depositor of the status of such transferee
as
an affiliate of the Depositor.
If
any
Certificate or any interest therein is acquired or held in violation of the
provisions of the preceding paragraphs, the next preceding permitted beneficial
owner shall 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 preceding
paragraph shall indemnify and hold harmless the Depositor, the Master Servicer,
the Trustee, the NIMS Insurer, and the Trust Fund from and against any and
all
liabilities, claims, costs or expenses incurred by those parties as a result
of
that acquisition or holding.
(d)
(i) 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
authorized the Certificate Registrar or its designee under clause (iii)(A)
below
to deliver payments to a Person other than such Person and to negotiate the
terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of Transfer and to do all other things necessary in connection
with
any such sale. The rights of each Person acquiring any Ownership Interest
in a
Residual Certificate are expressly subject to the following
provisions:
(A) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Certificate
Registrar of any change or impending change in its status as a Permitted
Transferee.
(B) In
connection with any proposed Transfer of any Ownership Interest in a Residual
Certificate, the Certificate Registrar shall require delivery to it and shall
not register the Transfer of any Residual Certificate until its receipt of
an
affidavit and agreement (a “Transfer Affidavit and Agreement”), in the form
attached hereto as Exhibit F-2 from the proposed Transferee, in form and
substance satisfactory to the Certificate Registrar, representing and
warranting, among other things, that such Transferee is a Permitted Transferee,
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 that is not a Permitted Transferee, that for so long as it retains
its
Ownership Interest in a Residual Certificate, it shall endeavor to remain
a
Permitted Transferee, and that it has reviewed the provisions of this Section
5.02(d) and agrees to be bound by them.
(C) Notwithstanding
the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
under clause (B) above, if a Responsible Officer of the Certificate Registrar
who is assigned to this transaction has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
in a Residual Certificate to such proposed Transferee shall be
effected.
(D) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (x) to require a Transfer Affidavit and Agreement from any other
Person to whom such Person attempts to transfer its Ownership Interest in
a
Residual Certificate and (y) not to transfer its Ownership Interest unless
it
provides a Transferor Affidavit (in the form attached hereto as Exhibit F-2),
to
the Certificate Registrar stating that, among other things, it has no actual
knowledge that such other Person is not a Permitted Transferee.
(E) Each
Person holding or acquiring an Ownership Interest in a Residual Certificate,
by
purchasing an Ownership Interest in such Certificate, agrees to give the
Certificate Registrar written notice that it is a “pass-through interest holder”
within the meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring an Ownership Interest in a Residual Certificate,
if
it is, or is holding an Ownership Interest in a Residual Certificate on behalf
of, a “pass-through interest holder.”
(ii) The
Certificate Registrar shall register the Transfer of any Residual Certificate
only if it shall have received the Transfer Affidavit and Agreement and all
of
such other documents as shall have been reasonably required by the Certificate
Registrar as a condition to such registration. In addition, no Transfer of
a
Residual Certificate shall be made unless the Certificate Registrar shall
have
received a representation letter from the Transferee of such Certificate
to the
effect that such Transferee is a Permitted Transferee.
(iii)(A) If
any
purported Transferee shall become a Holder of a Residual Certificate in
violation of the provisions of this Section 5.02(d), then the last preceding
Permitted Transferee shall be restored, to the extent permitted by law, to
all
rights as Holder thereof retroactive to the date of registration of such
Transfer of such Residual Certificate. The Certificate Registrar 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 5.02(d) or for
making
any payments due on such Certificate to the Holder thereof or for taking
any
other action with respect to such Holder under the provisions of this
Agreement.
(B) If
any
purported Transferee shall become a Holder of a Residual Certificate in
violation of the restrictions in this Section 5.02(d) and to the extent that
the
retroactive restoration of the rights of the Holder of such Residual Certificate
as described in clause (iii)(A) above shall be invalid, illegal or
unenforceable, then the Certificate Registrar shall have the right, without
notice to the Holder or any prior Holder of such Residual Certificate, to
sell
such Residual Certificate to a purchaser selected by the Certificate Registrar
on such terms as the Certificate Registrar may choose. Such purported Transferee
shall promptly endorse and deliver each Residual Certificate in accordance
with
the instructions of the Certificate Registrar. Such purchaser may be the
Certificate Registrar itself or any Affiliate of the Certificate Registrar.
The
proceeds of such sale, net of the commissions (which may include commissions
payable to the Certificate Registrar or its Affiliates), expenses and taxes
due,
if any, shall be remitted by the Certificate Registrar to such purported
Transferee. The terms and conditions of any sale under this clause (iii)(B)
shall be determined in the sole discretion of the Certificate Registrar,
and the
Certificate Registrar shall not be liable to any Person having an Ownership
Interest in a Residual Certificate as a result of its exercise of such
discretion.
(iv) The
Trustee shall make available to the Internal Revenue Service and those Persons
specified by the REMIC Provisions all information necessary to compute any
tax
imposed (A) as a result of the Transfer of an Ownership Interest in a Residual
Certificate to any Person who is a Disqualified Organization, including the
information described in Treasury regulations sections 1.860D-1(b)(5) and
1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual
Certificate and (B) as a result of any regulated investment company, real
estate
investment trust, common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership Interest in
a
Residual Certificate having as among its record Holders at any time any Person
which is a Disqualified Organization. Reasonable compensation for providing
such
information may be accepted by the Trustee.
(v) The
provisions of this Section 5.02(d) set forth prior to this subsection (v)
may be
modified, added to or eliminated, provided that there shall have been delivered
to the Trustee at the expense of the party seeking to modify, add to or
eliminate any such provision the following:
(A) written
notification from each Rating Agency to the effect that the modification,
addition to or elimination of such provisions shall not cause such Rating
Agency
to downgrade its then-current ratings of any Class of Certificates;
and
(B) an
Opinion of Counsel, in form and substance satisfactory to the Trustee, to
the
effect that such modification of, addition to or elimination of such provisions
shall not cause any Trust REMIC to cease to qualify as a REMIC and shall
not
cause any Trust REMIC, as the case may be, to be subject to an entity-level
tax
caused by the Transfer of any Residual Certificate to a Person that is not
a
Permitted Transferee or (y) a Person other than the prospective transferee
to be
subject to a REMIC-tax caused by the Transfer of a Residual Certificate to
a
Person that is not a Permitted Transferee.
The
Trustee shall forward to the NIMS Insurer a copy of the items delivered to
it
pursuant to (A) and (B) above.
(e) Subject
to the preceding subsections, upon surrender for registration of transfer
of any
Certificate at any office or agency of the Trustee maintained for such purpose
pursuant to Section 8.12, the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver, in the name of the designated
Transferee or Transferees, one or more new Certificates of the same Class
of a
like aggregate Percentage Interest.
(f) At
the
option of the Holder thereof, any Certificate may be exchanged for other
Certificates of the same Class with authorized denominations and a like
aggregate Percentage Interest, upon surrender of such Certificate to be
exchanged at any office or agency of the Trustee maintained for such purpose
pursuant to Section 8.12. Whenever any Certificates are so surrendered for
exchange the Trustee, shall execute and cause the Certificate Registrar to
authenticate and deliver the Certificates which the Certificateholder making
the
exchange is entitled to receive. Every Certificate presented or surrendered
for
transfer or exchange shall (if so required by the Trustee) be duly endorsed
by,
or be accompanied by a written instrument of transfer in the form satisfactory
to the Trustee and the Certificate Registrar duly executed by, the Holder
thereof or his attorney duly authorized in writing. In addition, (i) with
respect to each Class R Certificate, the Holder thereof may exchange, in
the
manner described above, the Class R Certificate for four separate Certificates,
each representing such Holder’s respective Percentage Interest in the Class R-I
Interest, the Class R-II Interest, the Class R-III Interest and the Class
R-IV
Interest, respectively, in each case 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, the Class
R-X
Certificate for four separate Certificates, each representing such Holder’s
respective Percentage Interest in the Class R-V Interest, the Class R-VI
Interest and the Class R-VII Interest, respectively, in each case that was
evidenced by the Class R-X Certificate being exchanged.
(g) No
service charge to the Certificateholders shall be made for any transfer or
exchange of Certificates, but the Trustee 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.
(h) All
Certificates surrendered for transfer and exchange shall be canceled and
destroyed by the Certificate Registrar in accordance with its customary
procedures.
(i) The
Trustee shall cause the Certificate Registrar (unless the Trustee is acting
as
Certificate Registrar) to provide notice to the Trustee of each transfer
of a
Certificate and to provide the Trustee with an updated copy of the Certificate
Register on the first Business Day in March and August of each year, commencing
in March 2006.
(j) Any
attempted or purported transfer of any Certificate in violation of the
provisions of Section 5.02(c) hereof shall be void ab
initio
and such
Certificate shall be considered to have been held continuously by the prior
permitted Holder.
| SECTION 5.03. |
Mutilated,
Destroyed, Lost or Stolen
Certificates.
|
If
(i)
any mutilated Certificate is surrendered to the Trustee or the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence
to
their satisfaction of the destruction, loss or theft of any Certificate,
and
(ii) there is delivered to the Trustee, the NIMS Insurer 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 actual knowledge by the Trustee or
the
Certificate Registrar that such Certificate has been acquired by a bona fide
purchaser or the Trustee shall execute and deliver, in exchange for or in
lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of the same Class and of like denomination and Percentage Interest. Upon
the
issuance of any new Certificate under this Section, the Trustee 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 Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the applicable REMIC created hereunder,
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
Depositor, the Master Servicer, the Trustee, the NIMS Insurer, the Certificate
Registrar and any agent of any of them may treat the Person 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 Trustee,
the
Certificate Registrar, the NIMS Insurer or any agent of any of them shall
be
affected by notice to the contrary.
| SECTION 5.05. |
Certain
Available Information.
|
On
or
prior to the date of the first sale of any Private Mezzanine Certificate,
Class
CE Certificate, Class P Certificate or Residual Certificate to an Independent
third party, the Depositor shall provide to the Trustee ten copies of any
private placement memorandum or other disclosure document used by the Depositor
in connection with the offer and sale of the Private Mezzanine Certificates,
the
Class CE Certificates, the Class P Certificates or the Residual Certificates.
In
addition, if any such private placement memorandum or disclosure document
is
revised, amended or supplemented at any time following the delivery thereof
to
the Trustee, the Depositor promptly shall inform the Trustee of such event
and
shall deliver to the Trustee ten copies of the private placement memorandum
or
disclosure document, as revised, amended or supplemented. The Trustee shall
maintain at its Corporate Trust Office and shall make available free of charge
during normal business hours for review by any Holder of a Certificate and/or
Certificate Owner or any Person identified to the Trustee as a prospective
transferee of a Certificate, originals or copies of the following items:
(i) in
the case of a Holder, Certificate Owner or prospective transferee of a Private
Mezzanine Certificate, a Class CE Certificate, a Class P Certificate or a
Residual Certificate, the private placement memorandum or other disclosure
document relating to such Certificate, if any, in the form most recently
provided to the Trustee; and (ii) in all cases, (A) this Agreement and any
amendments hereof entered into pursuant to Section 11.01, (B) all monthly
statements required to be delivered to Certificateholders of the relevant
Class
pursuant to Section 4.02 since the Closing Date, and all other notices, reports,
statements and written communications delivered to the Certificateholders
of the
relevant Class pursuant to this Agreement since the Closing Date, (C) all
certifications delivered by a Responsible Officer of the Trustee since the
Closing Date pursuant to Section 10.01(h), (D) any and all Officers’
Certificates delivered to the Trustee by the Master Servicer since the Closing
Date to evidence the Master Servicer’s determination that any Advance or
Servicing Advance was, or if made, would be a Nonrecoverable Advance or
Nonrecoverable Servicing Advance, respectively, and (E) any and all Officers’
Certificates delivered to the Trustee by the Master Servicer since the Closing
Date pursuant to Section 4.04(a). Copies and mailing of any and all of the
foregoing items shall be available from the Trustee upon request at the expense
of the person requesting the same.
ARTICLE
VI
THE
DEPOSITOR AND THE MASTER SERVICER
| SECTION 6.01. |
Liability
of the Depositor and the Master
Servicer.
|
The
Depositor and the Master Servicer each shall be liable in accordance herewith
only to the extent of the obligations specifically imposed by this Agreement
and
undertaken hereunder by the Depositor and the Master Servicer
herein.
| SECTION 6.02. |
Merger
or Consolidation of the Depositor or the Master
Servicer.
|
Subject
to the following paragraph, the Depositor shall keep in full effect its
existence, rights and franchises as a corporation under the laws of the
jurisdiction of its incorporation. Subject to the following paragraph, the
Master Servicer shall keep in full effect its existence, rights and franchises
as a corporation under the laws of the jurisdiction of its incorporation
and its
qualification as an approved conventional seller/servicer for Xxxxxx Xxx
or
Xxxxxxx Mac in good standing. The Depositor and the Master Servicer each
shall
obtain and preserve its qualification to do business as a foreign corporation
in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates
or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The
Depositor or the Master Servicer may be merged or consolidated with or into
any
Person, or transfer all or substantially all of its assets to any Person,
in
which case any Person resulting from any merger or consolidation to which
the
Depositor or the Master Servicer shall be a party, or any Person succeeding
to
the business of the Depositor or the Master Servicer, shall be the successor
of
the Depositor or the Master Servicer, 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 or surviving Person to the Master Servicer shall
be
qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac;
and
provided further that the Rating Agencies’ ratings of the Class A Certificates
and the Mezzanine Certificates in effect immediately prior to such merger
or
consolidation shall not be qualified, reduced or withdrawn as a result thereof
(as evidenced by a letter to such effect from the Rating Agencies).
| SECTION 6.03. |
Limitation
on Liability of the Depositor, the Master Servicer and
Others.
|
None
of
the Depositor, the NIMS Insurer, the Master Servicer or any of the directors,
officers, employees or agents of the Depositor or the Master Servicer shall
be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant
to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the NIMS Insurer, the Master Servicer
or any such person against any breach of warranties, representations or
covenants made herein, or against any specific liability imposed on the Master
Servicer pursuant hereto, or against any liability which would otherwise
be
imposed by reason of willful misfeasance, bad faith or negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Depositor, the NIMS Insurer, the Master Servicer or
the
Trustee and any director, officer, employee or agent of the Depositor, the
NIMS
Insurer, the Master Servicer or the Trustee may rely in good faith on any
document of any kind which, prima
facie,
is
properly executed and submitted by any Person respecting any matters arising
hereunder.
The
Depositor, the NIMS Insurer, the Master Servicer and any director, officer,
employee or agent of the Depositor, the NIMS Insurer, or the Master Servicer
shall be indemnified and held harmless by the Trust Fund against 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
relating to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) or, in the case of the Depositor and the Master Servicer, any
loss,
liability or expense incurred by reason of willful misfeasance, bad faith
or
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. None of the Depositor, the
NIMS
Insurer or the Master Servicer shall be under any obligation to appear in,
prosecute or defend any legal action unless such action is related to its
respective duties under this Agreement and, in its opinion, does not involve
it
in any expense or liability; provided, however, that each of the Depositor,
the
NIMS Insurer and the Master Servicer may in its discretion undertake any
such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, unless the Depositor or the
Master
Servicer acts without the consent of the Holders of Certificates entitled
to at
least 51% of the Voting Rights (which consent shall not be necessary in the
case
of litigation or other legal action by either to enforce their respective
rights
or defend themselves hereunder), the legal expenses and costs of such action
and
any liability resulting therefrom (except any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder) shall be expenses, costs and liabilities
of
the Trust Fund, and the Depositor, the NIMS Insurer and the Master Servicer
shall be entitled to be reimbursed therefor from the Collection Account as
and
to the extent provided in Section 3.05, any such right of reimbursement being
prior to the rights of the Certificateholders to receive any amount in the
Collection Account.
| SECTION 6.04. |
Limitation
on Resignation of the Master
Servicer.
|
The
Master Servicer shall not resign from the obligations and duties hereby imposed
on it except (i) upon determination that its duties hereunder are no longer
permissible under applicable law or (ii) with the written consent of the
Trustee, the NIMS Insurer and written confirmation from each Rating Agency
(which confirmation shall be furnished to the Depositor, the NIMS Insurer
and
the Trustee) that such resignation shall not cause such Rating Agency to
reduce
the then current rating of the Class A Certificates or the Mezzanine
Certificates. Any such determination pursuant to clause (i) of the preceding
sentence, permitting the resignation of the Master Servicer, shall be evidenced
by an Opinion of Counsel to such effect obtained at the expense of the Master
Servicer and delivered to the Trustee and the NIMS Insurer. No resignation
of
the Master Servicer shall become effective until the Trustee or a successor
servicer acceptable to the NIMS Insurer shall have assumed the Master 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 Master Servicer shall not assign or transfer
any
of its rights, benefits or privileges hereunder to any other Person, nor
delegate to or subcontract with, nor authorize or appoint any other Person
to
perform any of the duties, covenants or obligations to be performed by the
Master Servicer hereunder. If, pursuant to any provision hereof, the duties
of
the Master Servicer are transferred to a successor master servicer, the entire
amount of the Servicing Fee and other compensation payable to the Master
Servicer pursuant hereto shall thereafter be payable to such successor master
servicer.
| SECTION 6.05. |
Rights
of the Depositor in Respect of the Master
Servicer.
|
The
Master Servicer shall afford (and any Sub-Servicing Agreement shall provide
that
each Sub-Servicer shall afford) the Depositor, the NIMS Insurer and the
Trustee, upon reasonable notice, during normal business hours, access to
all
records maintained by the Master Servicer (and any such Sub-Servicer) in
respect
of the Master Servicer’s rights and obligations hereunder and access to officers
of the Master Servicer (and those of any such Sub-Servicer) responsible for
such
obligations. Upon request, the Master Servicer shall furnish to the Depositor,
the NIMS Insurer and the Trustee its (and any such Sub-Servicer’s) most recent
financial statements and such other information relating to the Master
Servicer’s capacity to perform its obligations under this Agreement that it
possesses. To the extent such information is not otherwise available to the
public, the Depositor, the NIMS Insurer and the Trustee shall not disseminate
any information obtained pursuant to the preceding two sentences without
the
Master Servicer’s (or any such Sub-Servicer’s) written consent, except as
required pursuant to this Agreement or to the extent that it is appropriate
to
do so (i) in working with legal counsel, auditors, taxing authorities or
other
governmental agencies, rating agencies or reinsurers or (ii) pursuant to
any
law, rule, regulation, order, judgment, writ, injunction or decree of any
court
or governmental authority having jurisdiction over the Depositor, the Trustee
or
the Trust Fund, and in either case, the Depositor, the NIMS Insurer or the
Trustee, as the case may be, shall use its best efforts to assure the
confidentiality of any such disseminated non-public information. The Depositor
may, but is not obligated to, enforce the obligations of the Master Servicer
under this Agreement and may, but is not obligated to, perform, or cause
a
designee to perform, any defaulted obligation of the Master Servicer under
this
Agreement or exercise the rights of the Master Servicer under this Agreement;
provided that the Master Servicer shall not be relieved of any of its
obligations under this Agreement by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Master Servicer and is not obligated
to
supervise the performance of the Master Servicer under this Agreement or
otherwise.
| SECTION 6.06. |
Sub-Servicing
Agreements Between the Master Servicer and
Sub-Servicers.
|
(a) The
Master Servicer may enter into Sub-Servicing Agreements (provided that such
agreements would not result in a withdrawal or a downgrade by any Rating
Agency
of the ratings on any Class of Certificates and the NIMS Insurer shall have
consented to such Sub-Servicing Agreement) with Sub-Servicers, for the servicing
and administration of the Mortgage Loans.
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, (ii) an
institution approved as a mortgage loan originator by the Federal Housing
Administration or an institution the deposit accounts in which are insured
by
the FDIC and (iii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer.
Each
Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming
to the provisions set forth in Section 6.11 and provide for servicing of
the
Mortgage Loans consistent with the terms of this Agreement. The Master Servicer
shall examine each Sub-Servicing Agreement and shall be familiar with the
terms
thereof. The terms of any Sub-Servicing Agreement shall not be inconsistent
with
any of the provisions of this Agreement. The Master 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 6.11, provisions relating to insurance in Section 3.10 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 Master Servicer, are conclusively deemed to be inconsistent
with this Agreement and therefore prohibited. The Master Servicer shall deliver
to the Trustee and the NIMS Insurer copies of all Sub-Servicing Agreements,
and
any amendments or modifications thereof, promptly upon the Master Servicer’s
execution and delivery of such instruments.
(b) As
part
of its servicing activities hereunder, the Master 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 and of the Seller under the Mortgage
Loan Purchase Agreement, including, without limitation, any obligation to
make
advances in respect of delinquent payments as required by a Sub-Servicing
Agreement, or to purchase a Mortgage Loan on account of missing or defective
documentation or on account of a breach of a representation, warranty or
covenant, as described in Section 2.03(a). 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 Master Servicer,
in
its good faith business judgment, would require were it the owner of the
related
Mortgage Loans. The Master 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. Enforcement of the Mortgage
Loan Purchase Agreement against the Seller shall be effected by the Master
Servicer to the extent it is not the Seller, and otherwise by the Trustee,
in
accordance with the foregoing provisions of this paragraph.
| SECTION 6.07. |
Successor
Sub-Servicers.
|
The
Master Servicer, with the consent of the NIMS Insurer, 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 Master Servicer without any act or
deed
on the part of such Sub-Servicer or the Master Servicer, and the Master 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 6.06.
Any
Sub-Servicing Agreement shall include the provision that such agreement may
be
immediately terminated by the Trustee without fee, in accordance with the
terms
of this Agreement, in the event that the Master Servicer shall, for any reason,
no longer be the Master Servicer (including termination due to a Master Servicer
Event of Default).
| SECTION 6.08. |
Liability
of the Master Servicer.
|
Notwithstanding
any Sub-Servicing Agreement, any of the provisions of this Agreement relating
to
agreements or arrangements between the Master Servicer and a Sub-Servicer
or
reference to actions taken through a Sub-Servicer or otherwise, the Master
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 Master Servicer
alone were servicing and administering the Mortgage Loans. The Master Servicer
shall be entitled to enter into any agreement with a Sub-Servicer for
indemnification of the Master Servicer by such Sub-Servicer and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.
| SECTION 6.09. |
No
Contractual Relationship Between Sub-Servicers and the NIMS Insurer,
the
Trustee or Certificateholders.
|
Any
Sub-Servicing Agreement that may be entered into and any transactions or
services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
as such shall be deemed to be between the Sub-Servicer and the Master Servicer
alone, and the NIMS Insurer, the Trustee and 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
6.10. The Master Servicer shall be solely liable for all fees owed by it
to any
Sub-Servicer, irrespective of whether the Master Servicer’s compensation
pursuant to this Agreement is sufficient to pay such fees.
| SECTION 6.10. |
Assumption
or Termination of Sub-Servicing Agreements by
Trustee.
|
In
the
event the Master Servicer shall for any reason no longer be the master servicer
(including termination due to a Master Servicer Event of Default), the Trustee
or its designee shall thereupon assume (or cause its designee or the successor
master servicer for the Trustee appointed pursuant to Section 7.02 to assume)
all of the rights and obligations of the Master Servicer under each
Sub-Servicing Agreement that the Master Servicer may have entered into, unless
the Trustee elects to terminate any Sub-Servicing Agreement in accordance
with
its terms as provided in Section 6.07. Upon such assumption, the Trustee,
its
designee or the successor servicer for the Trustee appointed pursuant to
Section
7.02 shall be deemed, subject to Section 6.07, to have assumed all of the
Master
Servicer’s interest therein and to have replaced the Master 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 Master
Servicer shall not thereby be relieved of any liability or obligations under
any
Sub-Servicing Agreement and (ii) none of the Trustee, its designee or any
successor Master Servicer shall be deemed to have assumed any liability or
obligation of the Master Servicer that arose before it ceased to be the Master
Servicer.
The
Master Servicer at its expense shall, upon request of the Trustee, deliver
to
the assuming party all documents and records relating to each Sub-Servicing
Agreement and the Mortgage Loans then being serviced and an accounting of
amounts collected and held by or on behalf of it, and otherwise use its best
efforts to effect the orderly and efficient transfer of the Sub-Servicing
Agreements to the assuming party.
| SECTION 6.11. |
Sub-Servicing
Accounts.
|
In
those
cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
Sub-Servicing Agreement, the Sub-Servicer shall be required to establish
and
maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
Sub-Servicing Account shall be an Eligible Account. The Sub-Servicer shall
deposit 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 one Business Day after the Sub-Servicer’s receipt thereof,
all proceeds of Mortgage Loans received by the Sub-Servicer less its servicing
compensation to the extent permitted by the Sub-Servicing Agreement, and
shall
thereafter deposit such amounts in the Sub-Servicing Account, in no event
more
than two Business Days after the deposit of such funds into the clearing
account. The Sub-Servicer shall thereafter deposit such proceeds in the
Collection Account or remit such proceeds to the Master 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
Master Servicer shall be deemed to have received payments on the Mortgage
Loans
when the Sub-Servicer receives such payments.
ARTICLE
VII
DEFAULT
| SECTION 7.01. |
Master
Servicer Events of Default.
|
“Master
Servicer Event of Default,” wherever used herein, means any one of the following
events:
(i) any
failure by the Master Servicer to remit to the Trustee for distribution to
the
Certificateholders any payment (other than an Advance required to be made
from
its own funds on any Master Servicer Remittance Date pursuant to Section
4.03)
required to be made under the terms of the Certificates and this Agreement
which
continues unremedied for a period of one Business Day after the date upon
which
written notice of such failure, requiring the same to be remedied, shall
have
been given to the Master Servicer by the Depositor or the Trustee (in which
case
notice shall be provided by telecopy), or to the Master Servicer, the Depositor
and the Trustee by the NIMS Insurer or the Holders of Certificates entitled
to
at least 25% of the Voting Rights; or
(ii) any
failure on the part of the Master Servicer duly to observe or perform in
any
material respect any of the covenants or agreements on the part of the Master
Servicer contained in the Certificates or in this Agreement (or, if the Master
Servicer is the Seller, the failure of the Seller to repurchase a Mortgage
Loan
as to which a breach has been established that requires a repurchase pursuant
to
the terms of Section 7 of the Mortgage Loan Purchase Agreement) which continues
unremedied for a period of 45 days after the earlier of (i) the date on which
written notice of such failure, requiring the same to be remedied, shall
have
been given to the Master Servicer by the Depositor or the Trustee, or to
the
Master Servicer, the Depositor and the Trustee by the NIMS Insurer or the
Holders of Certificates entitled to at least 25% of the Voting Rights and
(ii)
actual knowledge of such failure by a Servicing Officer of the Master Servicer;
or
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
in
the premises in an involuntary case under any present or future federal or
state
bankruptcy, insolvency or similar law or the appointment of a conservator
or
receiver or liquidator in any insolvency, readjustment of debt, marshaling
of
assets and liabilities or similar proceeding, or for the winding-up or
liquidation of its affairs, shall have been entered against the Master Servicer
and if such proceeding is being contested by the Master Servicer in good
faith,
such decree or order shall have remained in force undischarged or unstayed
for a
period of 60 days or results in the entry of an order for relief or any such
adjudication or appointment; or
(iv) the
Master Servicer shall consent 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 of
or relating to all or substantially all of its property; or
(v) the
Master Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the benefit
of its
creditors, or voluntarily suspend payment of its obligations; or
(vi) any
failure by the Master Servicer of the Master Servicer Termination Test;
or
(vii) any
failure of the Master Servicer to make any Advance on any Master Servicer
Remittance Date required to be made from its own funds pursuant to Section
4.03
which continues unremedied until 3:00 p.m. New York time on the Business
Day
immediately following the Master Servicer Remittance Date.
If
a
Master Servicer Event of Default described in clauses (i) through (vi) of
this
Section shall occur, then, and in each and every such case, so long as such
Master Servicer Event of Default shall not have been remedied, the Depositor,
the NIMS Insurer or the Trustee may, at the written direction of the Holders
of
Certificates entitled to at least 51% of Voting Rights, or at the direction
of
the NIMS Insurer, the Trustee shall, by notice in writing to the Master Servicer
and the Depositor, terminate all of the rights and obligations of the Master
Servicer in its capacity as Master Servicer under this Agreement, to the
extent
permitted by law, and in and to the Mortgage Loans and the proceeds thereof.
If
a Master Servicer Event of Default described in clause (vii) hereof shall
occur,
the Trustee shall, by notice in writing to the Master Servicer and the
Depositor, terminate all of the rights and obligations of the Master Servicer
in
its capacity as Master Servicer under this Agreement and in and to the Mortgage
Loans and the proceeds thereof and the Trustee as successor Master Servicer
or a
successor Master Servicer appointed in accordance with Section 7.02, shall
immediately make such Advance(which Advance shall be part of Available Funds
for
such Distribution Date) and assume, pursuant to Section 7.02, the duties
of a
successor Master Servicer. On or after the receipt by the Master Servicer
of
such written notice, all authority and power of the Master Servicer under
this
Agreement, whether with respect to the Certificates (other than as a Holder
of
any Certificate) or the Mortgage Loans or otherwise, shall pass to and be
vested
in the Trustee pursuant to and under this Section and, without limitation,
the
Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise,
to
execute and deliver on behalf of and at the expense of the Master Servicer,
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, at its sole cost and expense, promptly (and in any event no later
than
ten Business Days subsequent to such notice) to provide the Trustee with
all
documents and records requested by it to enable it to assume the Master
Servicer’s functions under this Agreement, and to cooperate with the Trustee in
effecting the termination of the Master Servicer’s responsibilities and rights
under this Agreement, including, without limitation, the transfer within
one
Business Day to the Trustee for administration by it of all cash amounts
which
at the time shall be or should have been credited by the Master Servicer
to the
Collection Account held by or on behalf of the Master Servicer, the Distribution
Account or any REO Account or Escrow Account held by or on behalf of the
Master
Servicer or thereafter be received with respect to the Mortgage Loans or
any REO
Property serviced by the Master Servicer (provided, however, that the Master
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 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). For purposes of this Section
7.01,
the Trustee shall not be deemed to have knowledge of a Master Servicer Event
of
Default unless a Responsible Officer of the Trustee assigned to and working
in
the Trustee’s Corporate Trust Office has actual knowledge thereof or unless
written notice is received by the Trustee of any such event and such notice
references the Certificates, REMIC I or this Agreement.
The
Trustee shall be entitled to be reimbursed by the Master Servicer (or by
the
Trust Fund if the Master Servicer is unable to fulfill its obligations
hereunder) for all costs associated with the transfer of servicing from the
predecessor servicer, including without limitation, any costs or expenses
associated with the complete transfer of all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee to service the Mortgage Loans properly and
effectively.
| SECTION 7.02. |
Trustee
to Act; Appointment of Successor.
|
(a) On
and
after the time the Master Servicer receives a notice of termination, the
Trustee
shall be the successor in all respects to the Master Servicer in its capacity
as
Master 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 and arising thereafter placed on the Master
Servicer (except for any representations or warranties of the Master Servicer
under this Agreement, the responsibilities, duties and liabilities contained
in
Section 2.03(c) and its obligation to deposit amounts in respect of losses
pursuant to Section 3.06) by the terms and provisions hereof including, without
limitation, the Master Servicer’s obligations to make Advances pursuant to
Section 4.03; provided, however, that if the Trustee is prohibited by law
or
regulation from obligating itself to make advances regarding delinquent mortgage
loans, then the Trustee shall not be obligated to make Advances pursuant
to
Section 4.03; and provided further, that any failure to perform such duties
or
responsibilities caused by the Master Servicer’s failure to provide information
required by Section 7.01 shall not be considered a default by the Trustee
as
successor to the Master Servicer hereunder; provided, however, it is understood
and acknowledged by the parties that there shall be a period of transition
(not
to exceed 90 days) before the servicing transfer is fully effected. As
compensation therefor, effective from and after the time the Master Servicer
receives a notice of termination or immediately upon assumption of the
obligations to make Advances, the Trustee shall be entitled to the Servicing
Fee
and all funds relating to the Mortgage Loans to which the Master Servicer
would
have been entitled if it had continued to act hereunder (other than amounts
which were due or would become due to the Master Servicer prior to its
termination or resignation). Notwithstanding the above and subject to the
next
paragraph, the Trustee may, if it shall be unwilling to so act, or shall,
if it
is unable to so act or if it is prohibited by law from making advances regarding
delinquent mortgage loans, or if the Holders of Certificates entitled to
at
least 51% of the Voting Rights or the NIMS Insurer so request in writing
to the
Trustee promptly appoint or petition a court of competent jurisdiction to
appoint, an established mortgage loan servicing institution acceptable to
each
Rating Agency (with confirmation from the Rating Agencies that such appointment
shall not result in the reduction or withdrawal of the rating of any outstanding
Class of Certificates) and acceptable to the NIMS Insurer and having a net
worth
of not less than $15,000,000 as the successor to the Master Servicer under
this
Agreement in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer under this Agreement. No appointment
of a
successor to the Master Servicer under this Agreement shall be effective
until
the assumption by the successor of all of the Master Servicer’s
responsibilities, duties and liabilities hereunder. In connection with such
appointment and assumption described herein, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the Master Servicer as
such
hereunder. The Depositor, the Trustee and such successor shall take such
action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. Pending appointment of a successor to the Master Servicer under
this
Agreement, the Trustee shall act in such capacity as hereinabove
provided.
Upon
removal or resignation of the Master Servicer, the Trustee, with the cooperation
of the Depositor, (x) shall solicit bids for a successor Master Servicer
as
described below and (y) pending the appointment of a successor Master Servicer
as a result of soliciting such bids, shall serve as Master Servicer of the
Mortgage Loans serviced by such predecessor Master Servicer. The Trustee
shall
solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth above (including the Trustee or any affiliate thereof)
(including that such mortgage loan servicing institution shall be acceptable
to
each Rating Agency and the NIMS Insurer). Such public announcement shall
specify
that the successor Master Servicer shall be entitled to the servicing
compensation agreed upon between the Trustee, the successor Master Servicer
and
the Depositor; provided, however, that no such fee shall exceed the Servicing
Fee. Within thirty days after any such public announcement, the Trustee,
with
the cooperation of the Depositor, shall negotiate in good faith and effect
the
sale, transfer and assignment of the servicing rights and responsibilities
hereunder to the qualified party submitting the highest satisfactory bid
as to
the price they shall pay to obtain such servicing. The Trustee upon receipt
of
the purchase price shall pay such purchase price to the Master Servicer being
so
removed, after deducting from any sum received by the Trustee from the successor
to the Master Servicer in respect of such sale, transfer and assignment all
costs and expenses of any public announcement and of any sale, transfer and
assignment of the servicing rights and responsibilities reasonably incurred
hereunder. After such deductions, the remainder of such sum shall be paid
by the
Trustee to the Master Servicer at the time of such sale.
(b) If
the
Master Servicer fails to remit to the Trustee for distribution to the
Certificateholders any payment required to be made under the terms of the
Certificates and this Agreement (for purposes of this Section 7.02(b), a
“Remittance”) because the Master Servicer is the subject of a proceeding under
the federal Bankruptcy Code and the making of such Remittance is prohibited
by
Section 362 of the federal Bankruptcy Code, the Trustee shall upon notice
of
such prohibition, regardless of whether it has received a notice of termination
under Section 7.01, advance the amount of such Remittance by depositing such
amount in the Distribution Account on the related Distribution Date. The
Trustee
shall be obligated to make such advance only if (i) such advance, in the
good
faith judgment of the Trustee can reasonably be expected to be ultimately
recoverable from Stayed Funds and (ii) the Trustee is not prohibited by law
from
making such advance or obligating itself to do so. Upon remittance of the
Stayed
Funds to the Trustee or the deposit thereof in the Distribution Account by
the
Master Servicer, a trustee in bankruptcy or a federal bankruptcy court, the
Trustee may recover the amount so advanced, without interest, by withdrawing
such amount from the Distribution Account; however, nothing in this Agreement
shall be deemed to affect the Trustee’s rights to recover from the Master
Servicer’s own funds interest on the amount of any such advance. If the Trustee
at any time makes an advance under this Subsection which it later determines
in
its good faith judgment shall not be ultimately recoverable from the Stayed
Funds with respect to which such advance was made, the Trustee shall be entitled
to reimburse itself for such advance, without interest, by withdrawing from
the
Distribution Account, out of amounts on deposit therein, an amount equal
to the
portion of such advance attributable to the Stayed Funds.
(c) If
the
Master Servicer is terminated pursuant to Section 7.01, then the successor
Master Servicer shall not be permitted to reimburse itself directly for Advances
or Servicing Advances under Section 3.05(a)(ii), Section 3.05(a)(iii), Section
3.05(a)(v) or Section 3.05(a)(vii) if the Master Servicer has not been fully
reimbursed for its Advances and Servicing Advances, but instead the successor
Master Servicer shall include such amounts in the applicable remittance to
the
Trustee made pursuant to Section 3.04(g) to the extent of amounts on deposit
in
the Collection Account on the related Master Servicer Remittance Date. The
Trustee is hereby authorized to pay to the terminated Master Servicer (or
the
related Advancing Person in accordance with Section 3.23) and the successor
Master Servicer, as applicable, reimbursements for Advances and Servicing
Advances from the Distribution Account to the same extent each such Master
Servicer would have been permitted to reimburse itself for such Advances
and/or
Servicing Advances in accordance with Section 3.05(a)(ii), Section 3.05(a)(iii),
Section 3.05(a)(v) or Section 3.05(a)(vii), as the case may be. 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. At such
time as the Master Servicer (or related Advancing Person) has been reimbursed
for all Advances and Servicing Advances made by it, the successor Master
Servicer shall no longer be required to remit in accordance with the first
sentence of this Section 7.02(c) and shall then be permitted to reimburse
itself
directly for Advances and Servicing Advances in accordance with Section
3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or Section
3.05(a)(vii).
| SECTION 7.03. |
Notification
to Certificateholders.
|
(a) Upon
any
termination of the Master Servicer pursuant to Section 7.01 above or any
appointment of a successor to the Master Servicer pursuant to Section 7.02
above, the Trustee shall give prompt written notice thereof to
Certificateholders and the NIMS Insurer at their respective addresses appearing
in the Certificate Register.
(b) Not
later
than the later of 60 days after the occurrence of any event, which constitutes
or which, with notice or lapse of time or both, would constitute a Master
Servicer Event of Default or five days after a Responsible Officer of the
Trustee becomes aware of the occurrence of such an event, the Trustee shall
transmit by mail to the NIMS Insurer and to all Holders of Certificates notice
of each such occurrence, unless such default or Master Servicer Event of
Default
shall have been cured or waived.
| SECTION 7.04. |
Waiver
of Master Servicer Events of
Default.
|
The
Holders representing at least 66% of the Voting Rights (with the consent
of the
NIMS Insurer) evidenced by all Classes of Certificates affected by any default
or Master Servicer Event of Default hereunder may waive such default or Master
Servicer Event of Default; provided,
however,
that a
default or Master Servicer Event of Default under clause (i) or (vii) of
Section
7.01 may be waived only by all of the Holders of the Regular Certificates
(with
the consent of the NIMS Insurer). Upon any such waiver of a default or Master
Servicer Event of Default, such default or Master Servicer Event of Default
shall cease to exist and shall be deemed to have been remedied for every
purpose
hereunder. No such waiver shall extend to any subsequent or other default
or
Master Servicer Event of Default or impair any right consequent thereon except
to the extent expressly so waived.
ARTICLE
VIII
CONCERNING
THE TRUSTEE
| SECTION 8.01. |
Duties
of Trustee.
|
The
Trustee, prior to the occurrence of a Master Servicer Event of Default and
after
the curing of all Master Servicer Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically
set
forth in this Agreement. During a Master Servicer Event of Default, the Trustee
shall exercise such of the rights and powers vested in it by this Agreement,
and
use the same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of such person’s
own affairs. Any permissive right of the Trustee enumerated in this Agreement
shall not be construed as a duty.
The
Trustee, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee
which
are specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they conform on their
face to
the requirements of this Agreement. If any such instrument is found not to
conform on its face to the requirements of this Agreement in a material manner,
the Trustee shall take such action as it deems appropriate to have the
instrument corrected, and if the instrument is not corrected to its respective
satisfaction, such dissatisfied party shall provide notice thereof to the
Certificateholders and the NIMS Insurer.
No
provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act
or its
own misconduct; provided, however, that:
(i) Prior
to
the occurrence of a Master Servicer Event of Default, and after the curing
of
all such Master Servicer Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the
performance of such duties and obligations as are specifically set forth
in this
Agreement, no implied covenants or obligations shall be read into this Agreement
against the Trustee and, in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the statements and
the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee that conform to the requirements of this
Agreement;
(ii) The
Trustee shall not be personally liable for an error of judgment made in good
faith by a Responsible Officer or Responsible Officers of the Trustee unless
it
shall be proved that the Trustee was negligent in ascertaining the pertinent
facts; and
(iii) The
Trustee shall not be personally liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with the
direction of the NIMS Insurer or the Holders of Certificates entitled to
at
least 25% of the Voting Rights relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred upon it, under this Agreement.
The
Trustee shall not be required to expend or risk its own funds or otherwise
incur
financial liability in the performance of any of its duties hereunder, or
in the
exercise of any of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or adequate indemnity against
such
risk or liability is not reasonably assured to it, and none of the provisions
contained in this Agreement shall in any event require it 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.
|
(a) Except
as
otherwise provided in Section 8.01:
(i) The
Trustee may request and rely upon and shall be protected in acting or refraining
from acting upon any resolution, Officers’ Certificate, certificate of auditors
or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document reasonably
believed by it to be genuine and to have been signed or presented by the
proper
party or parties;
(ii) The
Trustee may consult with counsel and any Opinion of Counsel shall be full
and
complete authorization and protection in respect of any action taken or suffered
or omitted by it hereunder in good faith and in accordance with such Opinion
of
Counsel;
(iii) The
Trustee shall not be under any obligation to exercise any of the trusts 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 or the NIMS Insurer, pursuant to the provisions
of
this Agreement, unless such Certificateholders or the NIMS Insurer, as
applicable, shall have offered to the Trustee security or indemnity reasonably
satisfactory to it against the costs, expenses and liabilities which may
be
incurred therein or thereby; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of a Master Servicer Event
of
Default (which has not been cured or waived), to exercise such of the rights
and
powers vested in it by this Agreement, and to use the same degree of care
and
skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs;
(iv) The
Trustee shall not be personally liable for any action taken, suffered or
omitted
by it in good faith and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement;
(v) Prior
to
the occurrence of a Master Servicer Event of Default hereunder and after
the
curing of all Master Servicer Events of Default which may have occurred,
the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond or other paper or document,
unless requested in writing to do so by the NIMS Insurer or the Holders of
Certificates entitled to at least 25% of the Voting Rights; provided, however,
that if the payment within a reasonable time to the Trustee of the costs,
expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee not reasonably assured to
the
Trustee by such Certificateholders, the Trustee may require reasonable indemnity
against such expense, or liability from such Certificateholders or the NIMS
Insurer as a condition to taking any such action;
(vi) The
Trustee may execute any of the trusts or powers hereunder or perform any
duties
hereunder either directly or by or through agents or attorneys; and
(vii) The
Trustee shall not be personally liable for any loss resulting from the
investment of funds held in the Collection Account, the Escrow Account or
the
REO Account made at the direction of the Master Servicer pursuant to Section
3.06.
(b) All
rights of action under this Agreement or under any of the Certificates,
enforceable by the Trustee, may be enforced by it without the possession
of any
of the Certificates, or the production thereof at the trial or other proceeding
relating thereto, and any such suit, action or proceeding instituted by the
Trustee shall be brought in the name of the Trustee for the benefit of all
the
Holders of such Certificates, subject to the provisions of this
Agreement.
(c) The
Depositor hereby directs the Trustee to execute, deliver and perform its
obligations under the Interest Rate Swap Agreement and to assign any rights
to
receive payments from the Interest Rate Swap Provider pursuant to the Interest
Rate Swap Agreement to the Swap Administrator pursuant to the Swap
Administration Agreement and the Depositor further directs the Trustee to
execute, deliver and perform its obligations under the Swap Administration
Agreement. The Seller, the Depositor, the Master Servicer and the Holders
of the
Class A Certificates and the Mezzanine Certificates by their acceptance of
such
Certificates acknowledge and agree that the Trustee shall execute, deliver
and
perform its obligations under the Interest Rate Swap Agreement and the Swap
Administration Agreement and shall do so solely in its capacity as Trustee
of
the Trust Fund or as Swap Administrator, as the case may be, and not in its
individual capacity. Every provision of this Agreement relating to the conduct
or affecting the liability of or affording protection to the Trustee shall
apply
to the Trustee’s execution of the Interest Rate Swap Agreement and the Swap
Administration Agreement, and the performance of its duties and satisfaction
of
its obligations thereunder.
| SECTION 8.03. |
The
Trustee Not Liable for Certificates or Mortgage
Loans.
|
The
recitals contained herein and in the Certificates (other than the signature
of
the Trustee, the authentication of the Certificate Registrar on the
Certificates, the acknowledgments of the Trustee contained in Article II
and the
representations and warranties of the Trustee in Section 8.13) shall be taken
as
the statements of the Depositor and the Trustee assumes no responsibility
for
their correctness. The Trustee makes no representations or warranties as
to the
validity or sufficiency of this Agreement (other than as specifically set
forth
with respect to such party in Section 8.13) or of the Certificates (other
than
the signature of the Trustee and authentication of the Certificate Registrar
on
the Certificates) or of any Mortgage Loan or related document. The Trustee
shall
not be accountable for the use or application by the Depositor of any of
the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Depositor or the Master Servicer in
respect
of the Mortgage Loans or deposited in or withdrawn from the Collection Account
by the Master Servicer, other than, subject to Section 8.01, any funds held
by
or on behalf of the Trustee in accordance with Section 3.04.
| SECTION 8.04. |
Trustee
May Own Certificates.
|
The
Trustee in its individual capacity or any other capacity may become the owner
or
pledgee of Certificates with the same rights it would have if it were not
Trustee.
| SECTION 8.05. |
Trustee’s
Fees and Expenses.
|
(a) The
Trustee shall withdraw from the Distribution Account on each Distribution
Date
and pay to itself the Trustee Fee and, to the extent that the funds therein
are
at any time insufficient for such purpose, the Depositor shall pay such fees.
The Trustee, or any director, officer, employee or agent of the Trustee shall
be
indemnified by REMIC I and held harmless against any loss, liability or expense
(not including expenses, disbursements and advances incurred or made by the
Trustee (including the compensation and the expenses and disbursements of
its
agents and counsel) in the ordinary course of the Trustee’s performance in
accordance with the provisions of this Agreement) incurred by the Trustee
in
connection with any claim or legal action or any pending or threatened claim
or
legal action arising out of or in connection with the acceptance or
administration of its obligations and duties under this Agreement, other
than
any loss, liability or expense (i) resulting from a breach of the Master
Servicer’s obligations and duties under this Agreement and the Mortgage Loans
(for which the Master Servicer shall indemnify pursuant to Section 8.05(b)),
(ii) that constitutes a specific liability of the Trustee pursuant to Section
10.01(c) or (iii) any loss, liability or expense incurred by reason of its
willful misfeasance, bad faith or negligence in the performance of its duties
hereunder or by reason of reckless disregard of its obligations and duties
hereunder or as a result of a breach of its obligations under Article X hereof.
Any amounts payable to the Trustee, or any director, officer, employee or
agent
of the Trustee in respect of the indemnification provided by this paragraph
(a),
or pursuant to any other right of reimbursement from the Trust Fund that
the
Trustee, or any director, officer, employee or agent of the Trustee may have
hereunder in its capacity as such, may be withdrawn by the Trustee from the
Distribution Account at any time.
(b) The
Master Servicer agrees to indemnify the Trustee from, and hold it harmless
against, any loss, liability or expense resulting from a breach of the Master
Servicer’s obligations and duties under this Agreement. Such indemnity shall
survive the termination or discharge of this Agreement and the resignation
or
removal of the Trustee. Any payment hereunder made by the Master Servicer
to the
Trustee shall be from the Master Servicer’s own funds, without reimbursement
from the Trust Fund therefor.
(c) The
Master Servicer shall pay any annual rating agency fees of the Rating Agencies
for ongoing surveillance from its own funds without right of
reimbursement.
| SECTION 8.06. |
Eligibility
Requirements for Trustee.
|
The
Trustee hereunder shall at all times be a corporation or an association (other
than the Depositor, the Seller, the Master Servicer or any Affiliate of the
foregoing) organized and doing business under the laws of any state or the
United States of America, 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
corporation or association publishes reports of conditions at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of conditions
so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section
8.07.
| SECTION 8.07. |
Resignation
and Removal of the Trustee.
|
The
Trustee may at any time resign and be discharged from the trust hereby created
by giving written notice thereof to the Depositor, the NIMS Insurer, the
Master
Servicer and the Certificateholders. Upon receiving such notice of resignation
of the Trustee, the Depositor shall promptly appoint a successor trustee
acceptable to the NIMS Insurer by written instrument, in duplicate, which
instrument shall be delivered to the resigning Trustee and to the successor
trustee. A copy of such instrument shall be delivered to the Certificateholders,
the Trustee and the Master Servicer by the Depositor. If no successor trustee
shall have been so appointed and have accepted appointment within 30 days
after
the giving of such notice of resignation, the resigning Trustee may petition
any
court of competent jurisdiction for the appointment of a successor
trustee.
If
at any
time the Trustee shall cease to be eligible in accordance with the provisions
of
Section 8.06 and shall fail to resign after written request therefor by the
Depositor or the NIMS Insurer, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its respective property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its respective
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Depositor or the NIMS Insurer may remove the Trustee
and
appoint a successor trustee acceptable to the NIMS Insurer by written
instrument, in duplicate, which instrument shall be delivered to the Trustee
so
removed and to the successor trustee. A copy of such instrument shall be
delivered to the Certificateholders and the Master Servicer by the
Depositor.
The
Holders of Certificates entitled to at least 51% of the Voting Rights (or
the
NIMS Insurer upon failure of the Trustee to perform its obligations hereunder)
may at any time remove the Trustee and appoint a successor trustee acceptable
to
the NIMS Insurer by written instrument or instruments, in triplicate, signed
by
such Holders or their attorneys-in-fact duly authorized, one complete set
of
which instruments shall be delivered to the Depositor, one complete set to
the
Trustee so removed and one complete set to the successor so appointed. A
copy of
such instrument shall be delivered to the Certificateholders and the Master
Servicer by the Depositor.
Any
resignation or removal of the Trustee and appointment of a successor trustee
pursuant to any of the provisions of this Section shall not become effective
until acceptance of appointment by the successor trustee as provided in Section
8.08.
| SECTION 8.08. |
Successor
Trustee.
|
Any
successor trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the Depositor, the NIMS Insurer and to its
predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties
and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements, as well
as all
moneys, held by it hereunder (other than any Mortgage Files at the time held
by
a Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Depositor and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for more fully and certainly vesting and confirming in the successor trustee
all
such rights, powers, duties and obligations.
No
successor trustee shall accept appointment as provided in this Section unless
at
the time of such acceptance such successor trustee shall be eligible under
the
provisions of Section 8.06 and the appointment of such successor trustee
shall
not result in a downgrading of any Class of Certificates by each Rating Agency,
as evidenced by a letter from each Rating Agency.
Upon
acceptance of appointment by a successor trustee as provided in this Section,
the Depositor shall mail notice of the succession of such trustee hereunder
to
all Holders of Certificates at their addresses as shown in the Certificate
Register. If the Depositor fails to mail such notice within 10 days after
acceptance of appointment by the successor trustee, the successor trustee
shall
cause such notice to be mailed at the expense of the Depositor.
| SECTION 8.09. |
Merger
or Consolidation of Trustee.
|
Any
corporation or association into which the Trustee may be merged or converted
or
with which it may be consolidated or any corporation or association resulting
from any merger, conversion or consolidation to which the Trustee shall be
a
party, or any corporation or association succeeding to the business of the
Trustee shall be the successor of the Trustee hereunder, provided such
corporation or association shall be eligible under the provisions of Section
8.06, 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 hereof, at any time, for the purpose of meeting any
legal
requirements of any jurisdiction in which any part of REMIC I or property
securing the same may at the time be located, the Master Servicer 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 and the
NIMS
Insurer to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of REMIC I, and
to
vest in such Person or Persons, in such capacity, such title to REMIC I,
or any
part thereof, and, subject to the other provisions of this Section 8.10,
such
powers, duties, obligations, rights and trusts as the Master 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 Master Servicer and
the
NIMS Insurer. If the Master Servicer and the NIMS Insurer shall not have
joined
in such appointment within 15 days after the receipt by it of a request so
to
do, or in case a Master Servicer Event of Default 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 hereunder and no notice
to
the Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
In
the
case of any appointment of a co-trustee or separate trustee pursuant to this
Section 8.10, 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, except to
the
extent that under any law of any jurisdiction in which any particular act
or
acts are to be performed by the Trustee (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 REMIC I or any
portion
thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the 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 trust
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, the Master Servicer and the NIMS Insurer.
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. |
Appointment
of Custodians.
|
The
Trustee may, with the consent of the Depositor and the Master Servicer appoint
one or more Custodians to hold all or a portion of the Mortgage Files as
agent
for the Trustee, by entering into a Custodial Agreement. The appointment
of any
Custodian may at any time be terminated and a substitute Custodian appointed
therefor upon the reasonable request of the Master Servicer to the Trustee,
the
consent to which shall not be unreasonably withheld. The Trustee shall pay
any
and all fees and expenses of any Custodian in accordance with each Custodial
Agreement (provided that if expenses of the kind that would be reimbursable
to
the Trustee pursuant to Section 8.05 if incurred by the Trustee are incurred
by
the Custodian, the Trustee shall be entitled to reimbursement under Section
8.05
for such kind of expenses to the extent the Trustee has paid such expenses
on
behalf of the Custodian or for which the Trustee has reimbursed the Custodian).
The Trustee initially appoints the Custodian as Custodian, and the Depositor
and
the Master Servicer consent to such appointment. Subject to Article VIII
hereof,
the Trustee agrees to comply with the terms of each Custodial Agreement and
to
enforce the terms and provisions thereof against the Custodian for the benefit
of the Certificateholders having an interest in any Mortgage File held by
such
Custodian. Each Custodian shall be a depository institution or trust company
subject to supervision by federal or state authority, shall have combined
capital and surplus of at least $10,000,000 and shall be qualified to do
business in the jurisdiction in which it holds any Mortgage File. Each Custodial
Agreement may be amended only as provided in Section 11.01. In no event shall
the appointment of any Custodian pursuant to a Custodial Agreement diminish
the
obligations of the Trustee hereunder.
| SECTION 8.12. |
Appointment
of Office or Agency.
|
The
Trustee shall designate an office or agency in the United States where the
Certificates may be surrendered for registration of transfer or exchange,
and
presented for final distribution. As of the Closing Date, the Trustee designates
the office of its agent located c/o DB Services Tennessee, 000 Xxxxxxxxx
Xxxx
Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, Attention: Transfer Unit, for such
purposes.
| SECTION 8.13. |
Representations
and Warranties of the Trustee.
|
The
Trustee hereby represents and warrants, to the Master Servicer and the
Depositor, as of the Closing Date, that:
(i) It
is a
national banking association duly organized, validly existing and in good
standing under the laws of the United States.
(ii) The
execution and delivery of this Agreement by it, and the performance and
compliance with the terms of this Agreement by it, shall not violate its
charter
or bylaws or constitute a default (or an event which, with notice or lapse
of
time, or both, would constitute a default) under, or result in the breach
of,
any material agreement or other instrument to which it is a party or which
is
applicable to it or any of its assets.
(iii) It
has
the full power and authority to enter into and consummate all transactions
contemplated by this Agreement, has duly authorized the execution, delivery
and
performance of this Agreement, and has duly executed and delivered this
Agreement.
(iv) This
Agreement, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid, legal and binding obligation of it,
enforceable against it in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, receivership, reorganization, moratorium
and
other laws affecting the enforcement of creditors’ rights generally, and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) It
is not
in violation of, and its execution and delivery of this Agreement and its
performance and compliance with the terms of this Agreement shall not constitute
a violation of, any law, any order or decree of any court or arbiter, or
any
order, regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in its good faith and reasonable
judgment, is likely to affect materially and adversely either the ability
of it
to perform its obligations under this Agreement or its financial
condition.
(vi) No
litigation is pending or, to the best knowledge, threatened against it which
would prohibit it from entering into this Agreement or, in its good faith
reasonable judgment, is likely to materially and adversely affect either
its
ability to perform its obligations under this Agreement or its financial
condition.
ARTICLE
IX
TERMINATION
| SECTION 9.01. |
Termination
Upon Repurchase or Liquidation of All Mortgage
Loans.
|
(a) Subject
to Section 9.02, the respective obligations and responsibilities under this
Agreement of the Depositor, the Master Servicer and the Trustee (other than
the
obligations of the Master Servicer to the Trustee pursuant to Section 8.05
and
of the Master Servicer to provide for and the Trustee to make payments in
respect of the REMIC Regular Interests or the Classes of Certificates as
hereinafter set forth) shall terminate upon payment to the Certificateholders
and the deposit of all amounts held by or on behalf of the Trustee and required
hereunder to be so paid or deposited on the Distribution Date coinciding
with or
following the earlier to occur of (i) the purchase by the Terminator (as
defined
below) of all Mortgage Loans and each REO Property remaining in REMIC I and
(ii)
the final payment or other liquidation (or any advance with respect thereto)
of
the last Mortgage Loan or REO Property remaining in REMIC I; provided, however,
that in no event shall the trust created hereby continue beyond the earlier
of
(a) the “latest possible maturity date” and (b) the expiration of 21 years from
the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the
late
ambassador of the United States to the Court of St. Xxxxx, living on the
date
hereof. The purchase by the Terminator of all Mortgage Loans and each REO
Property remaining in REMIC I shall be at a price (the “Termination Price”)
equal to the sum of (x) any Swap Termination Payment owed to the Interest
Rate
Swap Provider and (y) the greater of (A) the aggregate fair market value
of all
of the assets of REMIC I and (B) the sum of 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 fair market value of the REO Properties plus accrued
interest through the end of the calendar month preceding the month of the
final
Distribution Date and any unreimbursed Advances and Servicing Advances(in
the
case of fair market values required to be determined under (A) or (B) above,
as
determined by the Terminator, the Trustee and, if the Terminator is not the
NIMS
Insurer, the NIMS Insurer, 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 Certificateholders pursuant to the third paragraph of this Section 9.01);
provided, however, such option may only be exercised if the Termination Price
is
sufficient to pay all interest accrued on, as well as amounts necessary to
retire the note balance of, each class of notes issued pursuant to the Indenture
and any amounts owed to the NIMS Insurer at the time the option is
exercised.
(b) The
majority holders of the Class CE Certificates or the Master Servicer, in
that
order, (or if the holders of the Class CE Certificates and the Master Servicer
fail to exercise such right, the NIMS Insurer) shall have the right (the
party
exercising such right, the “Terminator”), to purchase all of the Mortgage Loans
and each REO Property remaining in REMIC I pursuant to clause (i) of the
preceding paragraph no later than the Determination Date in the month
immediately preceding the Distribution Date on which the Certificates shall
be
retired; provided, however, that the Terminator may elect to purchase all
of the
Mortgage Loans and each REO Property remaining in REMIC I pursuant to clause
(i)
above only (A) if the aggregate Stated Principal Balance of the Mortgage
Loans
and each REO Property remaining in the Trust Fund at the time of such election
is less than 10% of the sum of (i) the aggregate Stated Principal Balance
of the
Initial Mortgage Loans as of the Cut-off Date and (ii) the Original Pre-Funded
Amounts and (B) if the Terminator is the Master Servicer and is an affiliate
of
the Seller, the Master Servicer shall have delivered to the Trustee and the
NIMS
Insurer a written certification that the burdens of servicing the Mortgage
Loans
and REO Properties remaining in REMIC I exceed the benefits of the Servicing
Fees that would be realized by the Master Servicer if it continued to service
such assets on behalf of the Trust Fund. By acceptance of the Residual
Certificates, the Holders of the Residual Certificates agree, in connection
with
any termination hereunder, to pledge 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 CE Certificates.
(c) Notice
of
the liquidation of the REMIC Regular Interests shall be given promptly by
the
Trustee by letter to Certificateholders mailed (a) in the event such notice
is
given in connection with the purchase of the Mortgage Loans and each REO
Property by the Terminator, not earlier than the 15th
day and
not later than the 25th
day of
the month next preceding the month of the final distribution on the Certificates
or (b) otherwise during the month of such final distribution on or before
the
Determination Date in such month, in each case specifying (i) the Distribution
Date upon which the Trust Fund shall terminate and final payment in respect
of
the REMIC Regular Interests and the Certificates shall be made upon presentation
and surrender of the related Certificates at the office of the Trustee therein
designated, (ii) the amount of any such final payment, (iii) that no interest
shall accrue in respect of the REMIC Regular Interests or the Certificates
from
and after the Interest Accrual Period relating to the final Distribution
Date
therefor and (iv) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and surrender
of the Certificates at the office of the Trustee. The Trustee shall give
such
notice to the Certificate Registrar at the time such notice is given to
Certificateholders. In the event such notice is given in connection with
the
purchase of all of the Mortgage Loans and each REO Property remaining in
REMIC I
by the Terminator, the Terminator shall deliver to the Trustee for deposit
in
the Distribution Account not later than the last Business Day preceding the
final Distribution Date on the Certificates an amount in immediately available
funds equal to the above-described purchase price. Upon certification to
the
Trustee by a Servicing Officer of the making of such final deposit, the Trustee
shall promptly release or cause to be released to the Terminator the Mortgage
Files for the remaining Mortgage Loans, and the Trustee shall execute all
assignments, endorsements and other instruments necessary to effectuate such
transfer.
(d) Upon
presentation of the Certificates by the Certificateholders on the final
Distribution Date, the Trustee shall distribute to each Certificateholder
so
presenting and surrendering its Certificates the amount otherwise distributable
on such Distribution Date in accordance with Section 4.01 in respect of the
Certificates so presented and surrendered. Any funds not distributed to any
Holder or Holders of Certificates being retired on such Distribution Date
because of the failure of such Holder or Holders to tender their Certificates
shall, on such date, be set aside and held in trust by the Trustee and credited
to the account of the appropriate non-tendering Holder or Holders. If any
Certificates as to which notice has been given pursuant to this Section 9.01
shall not have been surrendered for cancellation within six months after
the
time specified in such notice, the Trustee shall mail a second notice to
the
remaining non-tendering Certificateholders to surrender their Certificates
for
cancellation in order to receive the final distribution with respect thereto.
If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trustee shall, directly or through
an
agent, mail a final notice to remaining related non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of
maintaining the funds in trust and of contacting such Certificateholders
shall
be paid out of the assets remaining in the trust funds. If within one year
after
the final notice any such Certificates shall not have been surrendered for
cancellation, the Trustee shall pay to the Underwriters all remaining amounts,
and all rights of non-tendering Certificateholders in or to such amounts
shall
thereupon cease. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust by the Trustee as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Immediately
following the deposit of funds in trust hereunder in respect of the
Certificates, the Trust Fund shall terminate.
| SECTION 9.02. |
Additional
Termination Requirements.
|
(a) In
the
event that the Terminator purchases all the Mortgage Loans and each REO Property
or the final payment on or other liquidation of the last Mortgage Loan or
REO
Property remaining in REMIC I pursuant to Section 9.01, the Trust Fund shall
be
terminated in accordance with the following additional
requirements:
(i) The
Trustee shall specify the first day in the 90-day liquidation period in a
statement attached to each Trust REMIC’s final Tax Return pursuant to Treasury
regulation Section 1.860F-1 and shall satisfy all requirements of a qualified
liquidation under Section 860F of the Code and any regulations thereunder,
as
evidenced by an Opinion of Counsel obtained at the expense of the
Terminator;
(ii) During
such 90-day liquidation period, and at or prior to the time of making of
the
final payment on the Certificates, the Trustee shall sell all of the assets
of
REMIC I to the Terminator for cash; and
(iii) At
the
time of the making of the final payment on the Certificates, the Trustee
shall
distribute or credit, or cause to be distributed or credited, to the Holders
of
the Residual Certificates all cash on hand in the Trust Fund (other than
cash
retained to meet claims), and the Trust Fund shall terminate at that
time.
(b) At
the
expense of the applicable Terminator (or in the event of termination under
Section 9.01(a)(ii), at the expense of the Trustee), the Trustee shall prepare
or cause to be prepared the documentation required in connection with the
adoption of a plan of liquidation of each Trust REMIC pursuant to this Section
9.02.
(c) By
their
acceptance of Certificates, the Holders thereof hereby agree to authorize
the
Trustee to specify the 90-day liquidation period for each Trust REMIC which
authorization shall be binding upon all successor
Certificateholders.
ARTICLE
X
REMIC
PROVISIONS
| SECTION 10.01. |
REMIC
Administration.
|
(a) The
Trustee shall elect to treat each Trust REMIC as a REMIC under the Code and,
if
necessary, under applicable state law. Each such election shall be made by
the
Trustee on Form 1066 or other appropriate federal tax or information return
or
any appropriate state return for the taxable year ending on the last day
of the
calendar year in which the Certificates are issued. For the purposes of the
REMIC election in respect of REMIC I, (i) the REMIC I Regular Interests shall
be
designated as the Regular Interests in REMIC I and the Class R-I Interest
shall
be designated as the Residual Interest in REMIC I, (ii) the
REMIC
II Regular Interests shall be designated as the Regular Interests in REMIC
II
and the Class R-II Interest shall be designated as the Residual Interest
in
REMIC II,
(iii)
the REMIC III Regular Interests shall be designated as the Regular Interests
in
REMIC III and the Class R-III Interest shall be designated as the Residual
Interest in REMIC III, (iv) the Class A Certificates, the Mezzanine Certificates
(exclusive of the right to receive payments from the Net WAC Carryover Reserve
Account or the Swap Account or the obligation to make payments to the Swap
Account), the Class SWAP-IO Interest, the Class CE Interest and the Class
P
Interest shall be designated as the Regular Interests in REMIC IV and the
Class
R-IV Interest shall be designated as the Residual Interest in REMIC IV, (v)
the
Class CE Certificates (exclusive of any obligation to make payments to the
Net
WAC Rate Carryover Reserve Account or the Swap Account) shall be designated
as
the Regular Interests in REMIC V and the Class R-V Interest shall be designated
as the Residual Interest in REMIC V, (vi) the Class P Certificates shall
be
designated as the Regular Interests in REMIC VI and the Class R-VI Interest
shall be designated as the Residual Interest in REMIC VI and (vii) REMIC
VII
Regular Interest SWAP-IO shall be designated as the Regular Interests in
REMIC
VII and the Class R-VII Interest shall be designated as the Residual Interest
in
REMIC VII. The Trustee shall not permit the creation of any “interests” in any
Trust REMIC (within the meaning of Section 860G of the Code) other than the
REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III
Regular
Interests, the Class CE Interest, the Class P Interest, the Class SWAP-IO
Interest and the interests represented by the Certificates.
(b) The
Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
within the meaning of Section 860G(a)(9) of the Code.
(c) The
Trustee shall pay out of its own funds, without any right of reimbursement,
any
and all expenses relating to any tax audit of the Trust Fund caused by the
Trustee (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), other than
the
expense of obtaining any tax related Opinion of Counsel except as specified
herein. The Trustee, as agent for each Trust REMIC’s tax matters person, shall
(i) act on behalf of the Trust Fund in relation to any tax matter or controversy
involving any Trust REMIC and (ii) represent the Trust Fund in any
administrative or judicial proceeding relating to an examination or audit
by any
governmental taxing authority with respect thereto. The Holder of the largest
Percentage Interest of each Class of Residual Certificates shall be designated,
in the manner provided under Treasury regulations section 1.860F-4(d) and
Treasury regulations section 301.6231(a)(7)-1, as the tax matters person
of the
related REMIC created hereunder. By their acceptance thereof, the Holder
of the
largest Percentage Interest of the Residual Certificates hereby agrees to
irrevocably appoint the Trustee or an Affiliate as its agent to perform all
of
the duties of the tax matters person for the Trust Fund.
(d) The
Trustee shall prepare, sign and file all of the Tax Returns in respect of
each
REMIC created hereunder. The expenses of preparing and filing such returns
shall
be borne by the Trustee without any right of reimbursement therefor. The
Master
Servicer shall provide on a timely basis to the Trustee or its designee such
information with respect to the assets of the Trust Fund as is in its possession
and reasonably required by the Trustee to enable it to perform its obligations
under this Article.
(e) The
Trustee shall perform on behalf of each Trust 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, as
required by the Code, the REMIC Provisions or other such compliance guidance,
the Trustee shall provide (i) to any Transferor of a Residual Certificate
such
information as is necessary for the application of any tax relating to the
transfer of a Residual Certificate to any Person who is not a Permitted
Transferee, (ii) to the Certificateholders such information or reports as
are
required by the Code or the REMIC Provisions including reports relating to
interest, original issue discount and market discount or premium (using the
Prepayment Assumption as required) and (iii) to the Internal Revenue Service
the
name, title, address and telephone number of the person who shall serve as
the
representative of each Trust REMIC. The Master Servicer shall provide on
a
timely basis to the Trustee such information with respect to the assets of
the
Trust Fund, including, without limitation, the Mortgage Loans, as is in its
possession and reasonably required by the Trustee to enable each of them
to
perform their respective obligations under this subsection. In addition,
the
Depositor shall provide or cause to be provided to the Trustee within ten
(10)
days after the Closing Date, all information or data that the Trustee reasonably
determines to be relevant for tax purposes as to the valuations and issue
prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flow of the Certificates.
(f) The
Trustee shall take such action and shall cause each REMIC created hereunder
to
take such action as shall be necessary to create or maintain the status thereof
as a REMIC under the REMIC Provisions (and the Master Servicer shall assist
it,
to the extent reasonably requested by it). The Trustee shall not take any
action, cause the Trust Fund 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 any Trust REMIC
as a
REMIC or (ii) 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) (either such event, an “Adverse REMIC Event”)
unless the Trustee and the NIMS Insurer have received an Opinion of Counsel,
addressed to the Trustee and the NIMS Insurer (at the expense of the party
seeking to take such action but in no event at the expense of the Trustee)
to
the effect that the contemplated action shall not, with respect to any Trust
REMIC, endanger such status or result in the imposition of such a tax, nor
shall
the Master Servicer take or fail to take any action (whether or not authorized
hereunder) as to which the Trustee and the NIMS Insurer has advised it in
writing that it has received an Opinion of Counsel to the effect that an
Adverse
REMIC Event could occur with respect to such action. In addition, prior to
taking any action with respect to any Trust REMIC or the respective assets
of
each, or causing any Trust REMIC to take any action, which is not contemplated
under the terms of this Agreement, the Master Servicer shall consult with
the
Trustee, the NIMS Insurer or its designee, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to any
Trust REMIC, and the Master Servicer shall not take any such action or cause
any
Trust REMIC to take any such action as to which the Trustee or the NIMS Insurer
has advised it in writing that an Adverse REMIC Event could occur. The Trustee
or the NIMS Insurer may consult with counsel to make such written advice,
and
the cost of same shall be borne by the party seeking to take the action not
permitted by this Agreement, but in no event shall such cost be an expense
of
the Trustee. At all times as may be required by the Code, the Master Servicer
on
behalf of the Trustee shall ensure that substantially all of the assets of
any
Trust REMIC shall consist of “qualified mortgages” as defined in Section
860G(a)(3) of the Code and “permitted investments” as defined in Section
860G(a)(5) of the Code.
(g) In
the
event that any tax is imposed on “prohibited transactions” of any REMIC created
hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
foreclosure property” of such REMIC as defined in Section 860G(c) of the Code,
on any contributions to any such REMIC after the Startup Day therefor pursuant
to Section 860G(d) of the Code, or any other tax is imposed by the Code or
any
applicable provisions of state or local tax laws, such tax shall be charged
(i)
to the Trustee pursuant to Section 10.03 hereof, if such tax arises out of
or
results from a breach by the Trustee of any of its obligations under this
Article X, (ii) to the Master Servicer pursuant to Section 10.03 hereof,
if such
tax arises out of or results from a breach by the Master Servicer of any
of its
obligations under Article III or this Article X, or otherwise (iii) against
amounts on deposit in the Distribution Account and shall be paid by withdrawal
therefrom.
(h) On
or
before April 15th
of each
calendar year, commencing April 15, 2007, the Trustee shall deliver to the
Master Servicer, the NIMS Insurer and each Rating Agency a Certificate from
a
Responsible Officer of the Trustee stating, without regard to any action
taken
by any party other than the Trustee, the Trustee’s compliance with this Article
X.
(i) The
Trustee shall, for federal income tax purposes, maintain books and records
with
respect to each Trust REMIC on a calendar year and on an accrual basis. The
Trustee shall apply for an Employer Identification Number for the Trust Fund
from the Internal Revenue Service via a Form SS-4 or such other form as is
appropriate.
(j) Following
the Startup Day, the Trustee shall not accept any contributions of assets
to any
Trust REMIC other than in connection with any Qualified Substitute Mortgage
Loan
delivered in accordance with Section 2.03 unless it shall have received an
Opinion of Counsel to the effect that the inclusion of such assets in the
Trust
Fund shall not cause the related REMIC to fail to qualify as a REMIC at any
time
that any Certificates are outstanding or subject such REMIC to any tax under
the
REMIC Provisions or other applicable provisions of federal, state and local
law
or ordinances.
(k) Neither
the Trustee nor the Master Servicer shall enter into any arrangement by which
any Trust REMIC shall receive a fee or other compensation for services nor
permit any such REMIC to receive any income from assets other than the Mortgage
Pool which are deemed to constitute “qualified mortgages” as defined in Section
860G(a)(3) of the Code or “permitted investments” as defined in Section
860G(a)(5) of the Code.
| SECTION 10.02. |
Prohibited
Transactions and Activities.
|
None
of
the Depositor, the Master Servicer or the Trustee shall sell, dispose of
or
substitute for any of the Mortgage Loans (except in connection with (i) the
foreclosure of a Mortgage Loan, including but not limited to, the acquisition
or
sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii)
the
bankruptcy of REMIC I, (iii) the termination of REMIC I pursuant to Article
IX
of this Agreement, (iv) a substitution pursuant to Article II of this Agreement
or (v) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement), or acquire any assets for any Trust REMIC (other than REO Property
acquired in respect of a defaulted Mortgage Loan), or sell or dispose of
any
investments in the Collection Account or the Distribution Account for gain,
or
accept any contributions to any Trust REMIC after the Closing Date (other
than a
Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03),
unless it has received an Opinion of Counsel, addressed to the Trustee and
the
NIMS Insurer (at the expense of the party seeking to cause such sale,
disposition, substitution, acquisition or contribution but in no event at
the
expense of the Trustee) that such sale, disposition, substitution, acquisition
or contribution shall not (a) affect adversely the status of any Trust REMIC
as
a REMIC or (b) cause any Trust REMIC to be subject to a tax on “prohibited
transactions” or “contributions” pursuant to the REMIC Provisions.
| SECTION 10.03. |
Master
Servicer and Trustee
Indemnification.
|
(a) The
Trustee agrees to indemnify the Trust Fund, the NIMS Insurer, the Depositor
and
the Master Servicer for any taxes and costs including, without limitation,
any
reasonable attorneys fees imposed on or incurred by the Trust Fund, the
Depositor or the Master Servicer, caused solely by the Trustee’s failure to act
in accordance with its standard of care set forth in this Article X or any
state, local or franchise taxes imposed upon the Trust as a result of the
location of the Trustee.
(b) The
Master Servicer agrees to indemnify the Trust Fund, the NIMS Insurer, the
Depositor and the Trustee for any taxes and costs including, without limitation,
any reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the
Depositor or the Trustee, as a result of a breach of the Master Servicer’s
covenants set forth in Article III or this Article X or any state, local
or
franchise taxes imposed upon the Trust as a result of the location of the
Master
Servicer or any subservicer.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
| SECTION 11.01. |
Amendment.
|
This
Agreement or any Custodial Agreement may be amended from time to time by
the
Depositor, the Master Servicer, the Trustee and, if applicable, the Custodian
with the consent of the NIMS Insurer and without the consent of any of the
Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct,
modify
or supplement any provisions herein (including to give effect to the
expectations of Certificateholders), or in any Custodial Agreement, or (iii)
to
make any other provisions with respect to matters or questions arising under
this Agreement or in any Custodial Agreement which shall not be inconsistent
with the provisions of this Agreement or such Custodial Agreement, provided
that
such action shall not adversely affect in any material respect the interests
of
any Certificateholder, as evidenced by either (i) an Opinion of Counsel
delivered to the Master Servicer and the Trustee to such effect or (ii)
confirmation from the Rating Agencies that such amendment shall not result
in
the reduction or withdrawal of the rating of any outstanding Class of
Certificates. 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 shall be required to address the effect of any
such
amendment on any such consenting Certificateholder.
This
Agreement or any Custodial Agreement may also be amended from time to time
by
the Depositor, the Master Servicer, the NIMS Insurer and the Trustee with
the
consent of the NIMS Insurer and the Holders of Certificates entitled to at
least
66% of the Voting Rights for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or any
Custodial Agreement or of modifying in any manner the rights of the Interest
Rate Swap Provider or Holders of Certificates; provided, however, that no
such
amendment shall (i) reduce in any manner the amount of, or delay the timing
of,
payments received on Mortgage Loans which are required to be distributed
on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Interest Rate
Swap
Provider or Holders or 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 Master Servicer and the Trustee from the Rating Agencies that
such action shall 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 (i), or (iii) modify the consents
required by the immediately preceding clauses (i) and (ii) without the consent
of the Holders of all Certificates then outstanding. Notwithstanding any
other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name
of
the Depositor or the Master Servicer or any Affiliate thereof shall be entitled
to Voting Rights with respect to matters affecting such
Certificates.
Notwithstanding
any contrary provision of this Agreement, neither the Trustee nor the NIMS
Insurer shall consent to any amendment to this Agreement unless it shall
have
first received an Opinion of Counsel satisfactory to the NIMS Insurer to
the
effect that such amendment shall not result in the imposition of any tax
on any
Trust REMIC pursuant to the REMIC Provisions or cause any Trust REMIC to
fail to
qualify as a REMIC at any time that any Certificates are
outstanding.
Notwithstanding
any of the other provisions of this Section 11.01, none of the Depositor,
the
Master Servicer or the Trustee shall enter into any amendment of this Agreement
that would significantly change the permitted activities of the Trust Fund
without the consent of the NIMS Insurer and the Holders of Certificates that
represent more than 50% of the aggregate Certificate Principal Balance of
all
Certificates.
Notwithstanding
any of the other provisions of this Section 11.01, none of the Depositor,
the
Master Servicer or the Trustee shall enter into any amendment to Section
3.05(c)(i), Section 4.01(f), Section 4.10 or Section 11.10 of this Agreement
or
any other amendment that would have a material adverse affect on the Interest
Rate Swap Provider without the prior written consent of the Interest Rate
Swap
Provider.
Promptly
after the execution of any such amendment the Trustee shall furnish a copy
of
such amendment to each Certificateholder.
It
shall
not be necessary for the consent of Certificateholders under this Section
11.01
to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trustee may prescribe.
The
cost
of any Opinion of Counsel to be delivered pursuant to this Section 11.01
shall
be borne by the Person seeking the related amendment, but in no event shall
such
Opinion of Counsel be an expense of the Trustee.
The
Trustee may, but shall not be obligated to enter into any amendment pursuant
to
this Section that affects its respective 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 Master Servicer at the
expense of the Certificateholders, but only upon direction of the Trustee
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 constitute but one and the same
instrument.
| SECTION 11.03. |
Limitation
on Rights of Certificateholders.
|
The
death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor 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 Fund,
nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No
Certificateholder shall have any right to vote (except as expressly provided
for
herein) 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 any 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 (i) such Holder previously
shall have given to the Trustee a written notice of default and of the
continuance thereof, as hereinbefore provided, and (ii) 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
the name of the 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 whatsoever 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, 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, 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.
|
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 excluding the choice of laws provisions
therein.
| SECTION 11.05. |
Notices.
|
All
directions, demands, requests, authorizations and notices hereunder shall
be in
writing and shall be deemed to have been duly given when received if personally
delivered at or mailed by first class mail, postage prepaid, or by express
delivery service, facsimile, electronic mail or delivered in any other manner
specified herein, to (a) in the case of the Depositor, 0000 Xxxx & Xxxxxxx
Xxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx 00000, Attention: Capital Markets (telecopy
number: (000) 000-0000), or such other address or telecopy number as may
hereafter be furnished to the Master Servicer, the NIMS Insurer and the Trustee
in writing by the Depositor, (b) in the case of the Master Servicer, 0000
Xxxx
& Xxxxxxx Xxxx, 00xx
Xxxxx,
Xxxxxx, Xxxxxxxxxx 00000, Attention: General Counsel (telecopy number: (000)
000-0000), or such other address or telecopy number as may hereafter be
furnished to the Trustee, the NIMS Insurer and the Depositor in writing by
the
Master Servicer, (c) in the case of the Trustee, Deutsche Bank National Trust
Company, 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000-0000,
Attention: Trust Administration-AR0603 (telecopy number: (000) 000-0000),
or
such other address or telecopy number as may hereafter be furnished to the
Master Servicer, the NIMS Insurer and the Depositor in writing by the Trustee;
provided, however, all reports, statements, certifications and information
required to be provided to the Trustee pursuant to Section 4.06 for filing
shall
be electronically forwarded to XXXxx.Xxxxxxxxxxxxx@xx.xxx; and (d) in the
case
of the NIMS Insurer, such address furnished to the Depositor, the Master
Servicer and the Trustee in writing by the NIMS Insurer. Any notice required
or
permitted to be given to a Certificateholder shall be given by first class
mail,
postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given when mailed, whether
or
not the Certificateholder receives such notice. A copy of any notice required
to
be telecopied hereunder also shall 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 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.
| SECTION 11.07. |
Notice
to Rating Agencies and the NIMS
Insurer.
|
The
Trustee shall use its best efforts promptly to provide notice to the Rating
Agencies and the NIMS Insurer with respect to each of the following of which
it
has actual knowledge:
1. Any
material change or amendment to this Agreement;
2. The
occurrence of any Master Servicer Event of Default that has not been cured
or
waived;
3. The
resignation or termination of the Master Servicer or the Trustee;
4. The
repurchase or substitution of Mortgage Loans pursuant to or as contemplated
by
Section 2.03;
5. The
final
payment to the Holders of any Class of Certificates;
6. Any
change in the location of the Collection Account or the Distribution
Account;
7. Any
event
that would result in the inability of the Trustee, were it to succeed as
Master
Servicer, to make advances regarding delinquent Mortgage Loans; and
8. The
filing of any claim under the Master Servicer’s blanket bond and errors and
omissions insurance policy required by Section 3.09 or the cancellation or
material modification of coverage under any such instrument.
In
addition, the Trustee shall promptly furnish to each Rating Agency and the
NIMS
Insurer copies of each report to Certificateholders described in Section
4.02
and the Master Servicer, as required pursuant to Section 3.19 and Section
3.20,
shall promptly furnish to each Rating Agency copies of the
following:
1. Each
annual statement as to compliance described in Section 3.19; and
2. Each
annual independent public accountants’ servicing report described in Section
3.20.
Any
such
notice pursuant to this Section 11.07 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, or by express delivery service to Xxxxx’x Investors Service,
Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, to Fitch Ratings, Xxx Xxxxx
Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and to Standard & Poor’s Ratings
Services, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx,
Xxx
Xxxx, Xxx Xxxx 00000, or such other addresses as the Rating Agencies may
designate in writing to the parties hereto.
| SECTION 11.08. |
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 11.09. |
Grant
of Security Interest.
|
It
is the
express intent of the parties hereto that the conveyance of the Mortgage
Loans
by the Depositor to the Trustee be, and be construed as, a sale of the Mortgage
Loans by the Depositor and not a pledge of the Mortgage Loans by the Depositor
to secure a debt or other obligation of the Depositor or the Seller. However,
in
the event that, notwithstanding the aforementioned intent of the parties,
the
Mortgage Loans are held to be property of the Depositor or the Seller, then,
(a)
it is the express intent of the parties that such conveyance be deemed a
pledge
of the Mortgage Loans by the Depositor to the Trustee to secure a debt or
other
obligation of the Depositor or the Seller and (b)(1) this Agreement shall
also
be deemed to be a security agreement within the meaning of Articles 8 and
9 of
the Uniform Commercial Code as in effect from time to time in the State of
New
York; (2) the conveyance provided for in Section 2.01 hereof shall be deemed
to
be a grant by the Seller and the Depositor to the Trustee of a security interest
in all of the Seller’s and the Depositor’s right, title and interest in and to
the Mortgage Loans and all amounts payable to the Holders of the Mortgage
Loans
in accordance with the terms thereof and all proceeds of the conversion,
voluntary or involuntary, of the foregoing into cash, instruments, securities
or
other property, including without limitation all amounts, other than investment
earnings, from time to time held or invested in the Collection Account and
the
Distribution Account, whether in the form of cash, instruments, securities
or
other property; (3) the obligations secured by such security agreement shall
be
deemed to be all of the Depositor’s obligations under this Agreement, including
the obligation to provide to the Certificateholders the benefits of this
Agreement relating to the Mortgage Loans and the Trust Fund; and (4)
notifications to persons holding such property, and acknowledgments, receipts
or
confirmations from persons holding such property, shall be deemed notifications
to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the
purpose
of perfecting such security interest under applicable law. Accordingly, the
Depositor hereby grants to the Trustee a security interest in the Mortgage
Loans
and all other property described in clause (2) of the preceding sentence,
for
the purpose of securing to the Trustee on behalf of the Certificateholders
the
performance by the Depositor of the obligations described in clause (3) of
the
preceding sentence. Notwithstanding the foregoing, the parties hereto intend
the
conveyance pursuant to Section 2.01 and the transfer pursuant to the Mortgage
Loan Purchase Agreement to be a true, absolute and unconditional sale of
the
Mortgage Loans and assets constituting the Trust Fund by the Depositor to
the
Trustee.
| SECTION 11.10. |
Third
Party Rights.
|
Each
of
the NIMS Insurer and the Interest Rate Swap Provider shall be third-party
beneficiaries of this Agreement to the same extent as if they were parties
hereto, and shall have the right to enforce the provisions of this Agreement.
Without limiting the generality of the foregoing, provisions herein that
refer
to the “benefit” of Certificateholders or the “interests” of the
Certificateholders or actions “for the benefit of” Certificateholders also
include an implicit reference to the benefits or interests of the NIMS Insurer,
if any.
| SECTION 11.11. |
Intention
of the Parties and Interpretation.
|
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.19, 3.20
and
4.06 of this Agreement is to facilitate compliance by the Depositor with
the
provisions of Regulation AB promulgated by the SEC under the Exchange Act
(17
C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time and
subject to clarification and interpretive advice as may be issued by the
staff
of the SEC from time to time. Therefore, each of the parties agrees that
(a) the
obligations of the parties hereunder shall be interpreted in such a manner
as to
accomplish that purpose, (b) the parties’ obligations hereunder will be
supplemented and modified as necessary to be consistent with any such
amendments, interpretive advice or guidance, convention or consensus among
active participants in the asset-backed securities markets, opinion of counsel,
or otherwise in respect of the requirements of Regulation AB, (c) the parties
shall comply with reasonable requests made by the Depositor for delivery
of
additional or different information, to the extent that such information
is
available or reasonably attainable, 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; provided, however, that any such changes
shall
require the consent of each of the parties hereto.
IN
WITNESS WHEREOF, the Depositor, the Master Servicer 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.
|
ARGENT
SECURITIES INC.,
as
Depositor
|
|||||||||||||
|
By:
|
/s/
Xxxx X. Xxxxxx
|
||||||||||||
|
Name:
|
Xxxx
X. Xxxxxx
|
||||||||||||
|
Title:
|
CFO
|
||||||||||||
|
AMERIQUEST
MORTGAGE COMPANY,
as
Master Servicer
|
|||||||||||||
|
By:
|
/s/
Xxxx X. Xxxxxx
|
||||||||||||
|
Name:
|
Xxxx
X. Xxxxxx
|
||||||||||||
|
Title:
|
EVP
|
||||||||||||
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
as
Trustee
|
|||||||||||||
|
By:
|
/s/
Xxxxxxx Xxxxxxx
|
||||||||||||
|
Name:
|
Xxxxxxx
Xxxxxxx
|
||||||||||||
|
Title:
|
Assistant
Vice President
|
||||||||||||
|
By:
|
/s/
Xxxxxxx Xxxxx
|
||||||||||||
|
Name:
|
Xxxxxxx
Xxxxx
|
||||||||||||
|
Title:
|
Vice
President
|
||||||||||||
|
STATE
OF CALIFORNIA
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF ORANGE
|
)
|
On
the
___ day of __________ 2006, before me, a notary public in and for said State,
personally appeared ____________, known to me to be a(n) ________________
of
Argent Securities Inc., one of the entities that executed the within instrument,
and also known to me to be the person who executed it on behalf of said entity,
and acknowledged to me that such entity 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
|
[Notarial
Seal]
|
STATE
OF CALIFORNIA
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF ORANGE
|
)
|
On
the
___ day of __________ 2006, before me, a notary public in and for said State,
personally appeared __________________, known to me to be a(n) _________________
of Ameriquest Mortgage Company, one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf
of
said entity, and acknowledged to me that such entity 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
|
[Notarial
Seal]
|
STATE
OF CALIFORNIA
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF
|
)
|
On
the
___ day of _________ 2006, before me, a notary public in and for said State,
personally appeared _________________, known to me to be a(n)
____________________ of Deutsche Bank National Trust Company, one of the
entities that executed the within instrument, and also known to me to be
the
person who executed it on behalf of said entity, and acknowledged to me that
such entity 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
|
[Notarial
Seal]
EXHIBIT
A-1
FORM
OF CLASS A-1 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”).
|
Series
2006-W3, Class A-1
|
Aggregate
Certificate Principal Balance of the Class A-1
Certificates as of the Issue Date: $639,421,000
|
|
Pass-Through
Rate: Variable
|
Denomination:
$639,421,000
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2006
|
Master
Servicer: Ameriquest Mortgage Company
|
|
First
Distribution Date: April 25, 2006
|
Trustee:
Deutsche Bank National Trust Company
|
|
No.
1
|
Issue
Date: March 29, 2006
|
|
|
CUSIP:
040104 SN 2
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN
THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF
THE CODE (EACH, A "PLAN").
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-1 Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class A-1 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Argent
Securities Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee,
a
summary of certain of the pertinent provisions of which is set forth hereafter.
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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class A-1 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in
the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser
of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and
this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms
of
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal
to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face
hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
,
2006
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
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By:
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Authorized
Officer
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CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
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By:
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Authorized
Signatory
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ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
|
TEN
COM -
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as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
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TEN
ENT -
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as
tenants by the entireties
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JT
TEN -
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as
joint tenants with right
of survivorship and not as tenants in common |
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Additional
abbreviations may also be used though not in the above
list.
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, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
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Dated:
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Signature
by or on behalf of assignor
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Signature
Guaranteed
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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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|||||||
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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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||||||
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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
A-2A
FORM
OF CLASS A-2A 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”).
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Series
2006-W3, Class A-2A
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Aggregate
Certificate Principal Balance of the Class A-2A
Certificates as of the Issue Date: $239,889,000
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Pass-Through
Rate: Variable
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Denomination:
$239,889,000
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Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2006
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Master
Servicer: Ameriquest Mortgage Company
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First
Distribution Date: April 25, 2006
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Trustee:
Deutsche Bank National Trust Company
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No.
1
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Issue
Date: March 29, 2006
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CUSIP:
040104 SP 7
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DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN
THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF
THE CODE (EACH, A "PLAN").
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-2A Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class A-2A Certificates in a REMIC created pursuant to a Pooling
and
Servicing Agreement, dated as specified above (the “Agreement”), among Argent
Securities Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee,
a
summary of certain of the pertinent provisions of which is set forth hereafter.
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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class A-2A Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in
the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser
of
(x) the related Formula
Rate
for such Distribution Date and (y) the Net WAC Pass-Through Rate for
such Distribution Date. For any Distribution Date and this Certificate, the
Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate Margin
and (b) the Maximum Cap Rate. The Certificate Margin with respect to this
Certificate shall be determined in accordance with the terms of the
Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal
to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face
hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
_______________, 2006
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|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
||||||
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By:
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|||||
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|
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|
|
Authorized
Officer
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
|
|
|
|
|
|
|
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
||||||
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By:
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|||||
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Authorized
Signatory
|
|||||
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|
|||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
|
TEN
ENT -
|
as
tenants by the entireties
|
|
|
|
JT
TEN -
|
as
joint tenants with right
of survivorship and not as tenants in common |
|
Additional
abbreviations may also be used though not in the above
list.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
|
|
|
unto
|
|
|
|
|
(Please
print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
|
Dated:
|
|
|
|
Signature
by or on behalf of assignor
|
|
|
|
|
|
|
|
|
Signature
Guaranteed
|
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-2B
FORM
OF CLASS A-2B 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”).
|
Series
2006-W3, Class A-2B
|
Aggregate
Certificate Principal Balance of the Class A-2B
Certificates as of the Issue Date:
$111,272,000
|
|
Pass-Through
Rate: Variable
|
Denomination:
$111,272,000
|
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Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2006
|
Master
Servicer: Ameriquest Mortgage Company
|
|
First
Distribution Date: April 25, 2006
|
Trustee:
Deutsche Bank National Trust Company
|
|
No.
1
|
Issue
Date: March 29, 2006
|
|
|
CUSIP:
040104 SQ 5
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN
THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF
THE CODE (EACH, A "PLAN").
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-2B Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class A-2B Certificates in a REMIC created pursuant to a Pooling
and
Servicing Agreement, dated as specified above (the “Agreement”), among Argent
Securities Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee,
a
summary of certain of the pertinent provisions of which is set forth hereafter.
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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class A-2B Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in
the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser
of
(x) the related Formula
Rate
for such Distribution Date and (y) the Net WAC Pass-Through Rate for
such Distribution Date. For any Distribution Date and this Certificate, the
Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate Margin
and (b) the Maximum Cap Rate. The Certificate Margin with respect to this
Certificate shall be determined in accordance with the terms of the
Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal
to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face
hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
_______________, 2006
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
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By:
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Authorized
Officer
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CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
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By:
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Authorized
Signatory
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ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
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TEN
ENT -
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as
tenants by the entireties
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JT
TEN -
|
as
joint tenants with right
of survivorship and not as tenants in common |
|
Additional
abbreviations may also be used though not in the above
list.
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, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
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Dated:
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Signature
by or on behalf of assignor
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Signature
Guaranteed
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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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|||||||
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funds
to
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for
the account of
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||||||
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account
number
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or,
if mailed by check, to
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|||||||
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Applicable
statements should be mailed to
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||||||
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This
information is provided by
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assignee
named above, or
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its
agent.
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EXHIBIT
A-2C
FORM
OF CLASS A-2C 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”).
|
Series
2006-W3, Class A-2C
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Aggregate
Certificate Principal Balance of the Class A-2C
Certificates as of the Issue Date: $127,730,000
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Pass-Through
Rate: Variable
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Denomination:
$127,730,000
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Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2006
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Master
Servicer: Ameriquest Mortgage Company
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First
Distribution Date: April 25, 2006
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Trustee:
Deutsche Bank National Trust Company
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No.
1
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Issue
Date: March 29, 2006
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CUSIP:
040104 SR 3
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DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN
THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF
THE CODE (EACH, A "PLAN").
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-2C Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class A-2C Certificates in a REMIC created pursuant to a Pooling
and
Servicing Agreement, dated as specified above (the “Agreement”), among Argent
Securities Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee,
a
summary of certain of the pertinent provisions of which is set forth hereafter.
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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class A-2C Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in
the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser
of
(x) the related Formula
Rate
for such Distribution Date and (y) the Net WAC Pass-Through Rate for
such Distribution Date. For any Distribution Date and this Certificate, the
Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate Margin
and (b) the Maximum Cap Rate. The Certificate Margin with respect to this
Certificate shall be determined in accordance with the terms of the
Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal
to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face
hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
_______________, 2006
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|
|
|
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
||||||
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By:
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|||||
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|
|
|
|
Authorized
Officer
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
|
|
|
|
|
|
|
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
||||||
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By:
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|||||
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|
Authorized
Signatory
|
|||||
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|
|||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
|
TEN
ENT -
|
as
tenants by the entireties
|
|
|
|
JT
TEN -
|
as
joint tenants with right
of survivorship and not as tenants in common |
|
Additional
abbreviations may also be used though not in the above
list.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
|
|
|
unto
|
|
|
|
|
(Please
print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
|
Dated:
|
|
|
|
Signature
by or on behalf of assignor
|
|
|
|
|
|
|
|
|
Signature
Guaranteed
|
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-2D
FORM
OF CLASS A-2DCERTIFICATE
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”).
|
Series
2006-W3, Class A-2D
|
Aggregate
Certificate Principal Balance of the Class A-2D
Certificates as of the Issue Date: $44,512,000
|
|
Pass-Through
Rate: Variable
|
Denomination:
$44,512,000
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2006
|
Master
Servicer: Ameriquest Mortgage Company
|
|
First
Distribution Date: April 25, 2006
|
Trustee:
Deutsche Bank National Trust Company
|
|
No.
1
|
Issue
Date: March 29, 2006
|
|
|
CUSIP:
040104 SS 1
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN
THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF
THE CODE (EACH, A "PLAN").
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-2D Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class A-2D Certificates in a REMIC created pursuant to a Pooling
and
Servicing Agreement, dated as specified above (the “Agreement”), among Argent
Securities Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee,
a
summary of certain of the pertinent provisions of which is set forth hereafter.
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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class A-2D Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in
the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser
of
(x) the related Formula
Rate
for such Distribution Date and (y) the Net WAC Pass-Through Rate for
such Distribution Date. For any Distribution Date and this Certificate, the
Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate Margin
and (b) the Maximum Cap Rate. The Certificate Margin with respect to this
Certificate shall be determined in accordance with the terms of the
Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal
to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face
hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
_______________, 2006
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
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By:
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Authorized
Officer
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CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
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By:
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Authorized
Signatory
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ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
|
TEN
ENT -
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as
tenants by the entireties
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JT
TEN -
|
as
joint tenants with right
of survivorship and not as tenants in common |
|
Additional
abbreviations may also be used though not in the above
list.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
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unto
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(Please
print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
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Dated:
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Signature
by or on behalf of assignor
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Signature
Guaranteed
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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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|||||||
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funds
to
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||||||
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|||||||
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for
the account of
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||||||
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account
number
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or,
if mailed by check, to
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|||||
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|||||||
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Applicable
statements should be mailed to
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||||||
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This
information is provided by
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||||||
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assignee
named above, or
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its
agent.
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EXHIBIT
A-M-1
FORM
OF CLASS M-1 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 IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
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Series
2006-W3, Class M-1
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Aggregate
Certificate Principal Balance of the Class M-1
Certificates as of the Issue Date: $57,809,000
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Pass-Through
Rate: Variable
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Denomination:
$57,809,000
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Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2006
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Master
Servicer: Ameriquest Mortgage Company
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First
Distribution Date: April 25, 2006
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Trustee:
Deutsche Bank National Trust Company
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No.
1
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Issue
Date: March 29, 2006
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CUSIP:
040104 ST 9
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN
THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF
THE CODE (EACH, A “PLAN”).
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-1 Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class M-1 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Argent
Securities Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee,
a
summary of certain of the pertinent provisions of which is set forth hereafter.
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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class M-1 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in
the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser
of
(x) the related Formula
Rate
for such Distribution Date and (y) the Net WAC Pass-Through Rate for
such Distribution Date. For any Distribution Date and this Certificate, the
Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate Margin
and (b) the Maximum Cap Rate. The Certificate Margin with respect to this
Certificate shall be determined in accordance with the terms of the
Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal
to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face
hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
_______________, 2006
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|
|
|
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
||||||
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By:
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|
|||||
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|
|
|
|
|
Authorized
Officer
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
|
|
|
|
|
|
|
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
||||||
|
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By:
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|||||
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|
Authorized
Signatory
|
|||||
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|
|
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|
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|
|||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
|
TEN
ENT -
|
as
tenants by the entireties
|
|
|
|
JT
TEN -
|
as
joint tenants with right
of survivorship and not as tenants in common |
|
Additional
abbreviations may also be used though not in the above
list.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
|
|
|
unto
|
|
|
|
|
(Please
print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
|
Dated:
|
|
|
|
Signature
by or on behalf of assignor
|
|
|
|
|
|
|
|
|
Signature
Guaranteed
|
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-M-2
FORM
OF CLASS M-2 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 IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS
M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
|
Series
2006-W3, Class M-2
|
Aggregate
Certificate Principal Balance of the Class M-2
Certificates as of the Issue Date: $50,396,000
|
|
Pass-Through
Rate: Variable
|
Denomination:
$50,396,000
|
|
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2006
|
Master
Servicer: Ameriquest Mortgage Company
|
|
First
Distribution Date: April 25, 2006
|
Trustee:
Deutsche Bank National Trust Company
|
|
No.
1
|
Issue
Date: March 29, 2006
|
|
|
CUSIP:
040104 SU 6
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN
THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF
THE CODE (EACH, A "PLAN").
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-2 Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class M-2 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Argent
Securities Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee,
a
summary of certain of the pertinent provisions of which is set forth hereafter.
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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class M-2 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in
the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser
of
(x) the related Formula
Rate
for such Distribution Date and (y) the Net WAC Pass-Through Rate for
such Distribution Date. For any Distribution Date and this Certificate, the
Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate Margin
and (b) the Maximum Cap Rate. The Certificate Margin with respect to this
Certificate shall be determined in accordance with the terms of the
Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal
to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face
hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
_______________, 2006
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
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By:
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Authorized
Officer
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CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
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By:
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Authorized
Signatory
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ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
|
TEN
COM -
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as
tenants in common
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UNIF
GIFT MIN ACT -
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Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
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TEN
ENT -
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as
tenants by the entireties
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JT
TEN -
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as
joint tenants with right
of survivorship and not as tenants in common |
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Additional
abbreviations may also be used though not in the above
list.
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, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
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Dated:
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Signature
by or on behalf of assignor
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Signature
Guaranteed
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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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|||||||
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funds
to
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for
the account of
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||||||
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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
A-M-3
FORM
OF CLASS M-3 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 IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
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Series
2006-W3, Class M-3
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Aggregate
Certificate Principal Balance of the Class M-3
Certificates as of the Issue Date: $29,645,000
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Pass-Through
Rate: Variable
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Denomination:
$29,645,000
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Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2006
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Master
Servicer: Ameriquest Mortgage Company
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First
Distribution Date: April 25, 2006
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Trustee:
Deutsche Bank National Trust Company
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No.
1
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Issue
Date: March 29, 2006
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CUSIP:
040104 SV 4
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DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN
THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF
THE CODE (EACH, A "PLAN").
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-3 Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class M-3 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Argent
Securities Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee,
a
summary of certain of the pertinent provisions of which is set forth hereafter.
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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class M-3 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in
the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser
of
(x) the related Formula
Rate
for such Distribution Date and (y) the Net WAC Pass-Through Rate for
such Distribution Date. For any Distribution Date and this Certificate, the
Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate Margin
and (b) the Maximum Cap Rate. The Certificate Margin with respect to this
Certificate shall be determined in accordance with the terms of the
Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal
to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face
hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
_______________, 2006
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|
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
||||||
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By:
|
|
|||||
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|
|
|
|
|
|
Authorized
Officer
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||
CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
|
|
|
|
|
|
|
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
||||||
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By:
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|||||
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|
Authorized
Signatory
|
|||||
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|
|
|
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|
|||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
|
TEN
ENT -
|
as
tenants by the entireties
|
|
|
|
JT
TEN -
|
as
joint tenants with right
of survivorship and not as tenants in common |
|
Additional
abbreviations may also be used though not in the above
list.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
|
|
|
unto
|
|
|
|
|
(Please
print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass- Through Certificate and hereby authorize(s) the registration of transfer
of such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
|
Dated:
|
|
|
|
Signature
by or on behalf of assignor
|
|
|
|
|
|
|
|
|
Signature
Guaranteed
|
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-M-4
FORM
OF CLASS M-4 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 IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE 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.
|
Series
2006-W3, Class M-4
|
Aggregate
Certificate Principal Balance of the Class M-4
Certificates as of the Issue Date: $26,680,000
|
|
Pass-Through
Rate: Variable
|
Denomination:
$26,680,000
|
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Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2006
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Master
Servicer: Ameriquest Mortgage Company
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First
Distribution Date: April 25, 2006
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Trustee:
Deutsche Bank National Trust Company
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No.
1
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Issue
Date: March 29, 2006
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CUSIP:
040104 SW 2
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DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN
THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF
THE CODE (EACH, A "PLAN").
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-4 Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class M-4 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Argent
Securities Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee,
a
summary of certain of the pertinent provisions of which is set forth hereafter.
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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class M-4 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in
the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser
of
(x) the related Formula
Rate
for such Distribution Date and (y) the Net WAC Pass-Through Rate for
such Distribution Date. For any Distribution Date and this Certificate, the
Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate Margin
and (b) the Maximum Cap Rate. The Certificate Margin with respect to this
Certificate shall be determined in accordance with the terms of the
Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal
to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face
hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
_______________, 2006
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
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By:
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Authorized
Officer
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CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
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By:
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Authorized
Signatory
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ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN
COM -
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as
tenants in common
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UNIF
GIFT MIN ACT -
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Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
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TEN
ENT -
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as
tenants by the entireties
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JT
TEN -
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as
joint tenants with right
of survivorship and not as tenants in common |
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Additional
abbreviations may also be used though not in the above
list.
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, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
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Dated:
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Signature
by or on behalf of assignor
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Signature
Guaranteed
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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
A-M-5
FORM
OF CLASS M-5 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 IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES
AND THE
CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
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Series
2006-W3, Class M-5
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Aggregate
Certificate Principal Balance of the Class M-5
Certificates as of the Issue Date: $25,199,000
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Pass-Through
Rate: Variable
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Denomination:
$25,199,000
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Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2006
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Master
Servicer: Ameriquest Mortgage Company
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First
Distribution Date: April 25, 2006
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Trustee:
Deutsche Bank National Trust Company
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No.
1
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Issue
Date: March 29, 2006
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CUSIP:
040104 SX 0
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DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN
THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF
THE CODE (EACH, A "PLAN").
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-5 Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class M-5 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Argent
Securities Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee,
a
summary of certain of the pertinent provisions of which is set forth hereafter.
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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class M-5 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in
the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser
of
(x) the related Formula
Rate
for such Distribution Date and (y) the Net WAC Pass-Through Rate for
such Distribution Date. For any Distribution Date and this Certificate, the
Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate Margin
and (b) the Maximum Cap Rate. The Certificate Margin with respect to this
Certificate shall be determined in accordance with the terms of the
Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal
to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face
hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
_______________, 2006
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
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By:
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Authorized
Officer
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CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
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By:
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Authorized
Signatory
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ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
|
TEN
COM -
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as
tenants in common
|
UNIF
GIFT MIN ACT -
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Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
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TEN
ENT -
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as
tenants by the entireties
|
|
|
|
JT
TEN -
|
as
joint tenants with right
of survivorship and not as tenants in common |
|
Additional
abbreviations may also be used though not in the above
list.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
|
|
|
unto
|
|
|
|
|
(Please
print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
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Dated:
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Signature
by or on behalf of assignor
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Signature
Guaranteed
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DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of
distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in
immediately available
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|||||||
|
funds
to
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||||||
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|
|||||||
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for
the account of
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|
||||||
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account
number
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or,
if mailed by check, to
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|||||
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|||||||
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Applicable
statements should be mailed to
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|
||||||
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|
|||||||
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|
|||||||
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This
information is provided by
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||||||
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assignee
named above, or
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||||||
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its
agent.
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EXHIBIT
A-M-6
FORM
OF CLASS M-6 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 IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE 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.
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Series
2006-W3, Class M-6
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Aggregate
Certificate Principal Balance of the Class M-6
Certificates as of the Issue Date: $23,716,000
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Pass-Through
Rate: Variable
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Denomination:
$23,716,000
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Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2006
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Master
Servicer: Ameriquest Mortgage Company
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First
Distribution Date: April 25, 2006
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Trustee:
Deutsche Bank National Trust Company
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No.
1
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Issue
Date: March 29, 2006
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CUSIP:
040104 SY 8
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DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN
THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF
THE CODE (EACH, A "PLAN").
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-6 Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class M-6 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Argent
Securities Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee,
a
summary of certain of the pertinent provisions of which is set forth hereafter.
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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class M-6 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in
the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser
of
(x) the related Formula
Rate
for such Distribution Date and (y) the Net WAC Pass-Through Rate for
such Distribution Date. For any Distribution Date and this Certificate, the
Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate Margin
and (b) the Maximum Cap Rate. The Certificate Margin with respect to this
Certificate shall be determined in accordance with the terms of the
Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal
to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face
hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
____________, 2006
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
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By:
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Authorized
Officer
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CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
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By:
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Authorized
Signatory
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ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
|
TEN
COM -
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as
tenants in common
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UNIF
GIFT MIN ACT -
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Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
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TEN
ENT -
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as
tenants by the entireties
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JT
TEN -
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as
joint tenants with right
of survivorship and not as tenants in common |
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Additional
abbreviations may also be used though not in the above
list.
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, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
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Dated:
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Signature
by or on behalf of assignor
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Signature
Guaranteed
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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
A-M-7
FORM
OF CLASS M-7 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 IS SUBORDINATE TO THE CLASS A CERTIFICATES, 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 AND THE CLASS M-6
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
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Series
2006-W3, Class M-7
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Aggregate
Certificate Principal Balance of the Class M-7
Certificates as of the Issue Date:
$22,234,000 |
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Pass-Through
Rate: Variable
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Denomination:
$22,234,000
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Date of Pooling and Servicing Agreement
and Cut-off Date: March 1, 2006
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Master Servicer: Ameriquest Mortgage
Company
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First
Distribution Date: April 25, 2006
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Trustee:
Deutsche Bank National Trust Company
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No.
1
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Issue
Date: March 29, 2006
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CUSIP:
040104 SZ 5
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DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN
THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF
THE CODE (EACH, A "PLAN").
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-7 Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class M-7 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Argent
Securities Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee,
a
summary of certain of the pertinent provisions of which is set forth hereafter.
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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class M-7 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in
the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser
of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and
this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms
of
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal
to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face
hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
_______________, 2006
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
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By:
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Authorized
Officer
|
|||||
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|||||
CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
|
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|
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|
DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
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By:
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Authorized
Signatory
|
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|||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
|
TEN
ENT -
|
as
tenants by the entireties
|
|
|
|
JT
TEN -
|
as
joint tenants with right
of survivorship and not as tenants in common |
|
Additional
abbreviations may also be used though not in the above
list.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
|
|
|
unto
|
|
|
|
|
(Please
print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
|
Dated:
|
|
|
|
Signature
by or on behalf of assignor
|
|
|
|
|
|
|
|
|
Signature
Guaranteed
|
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.
|
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EXHIBIT
A-M-8
FORM
OF CLASS M-8 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 IS SUBORDINATE TO THE CLASS A CERTIFICATES, 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
AND THE CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
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Series
2006-W3, Class M-8
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Aggregate
Certificate Principal Balance of the Class M-8
Certificates as of the Issue Date: $18,528,000
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Pass-Through
Rate: Variable
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Denomination:
$18,528,000
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Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2006
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Master
Servicer: Ameriquest Mortgage Company
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First
Distribution Date: April 25, 2006
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Trustee:
Deutsche Bank National Trust Company
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No.
1
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Issue
Date: March 29, 2006
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CUSIP:
040104 TA 9
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DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN
THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF
THE CODE (EACH, A "PLAN").
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-8 Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class M-8 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Argent
Securities Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee,
a
summary of certain of the pertinent provisions of which is set forth hereafter.
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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class M-8 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in
the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser
of
(x) the related Formula
Rate
for such Distribution Date and (y) the Net WAC Pass-Through Rate for
such Distribution Date. For any Distribution Date and this Certificate, the
Formula Rate is the lesser of (a) One-Month LIBOR plus the Certificate Margin
and (b) the Maximum Cap Rate. The Certificate Margin with respect to this
Certificate shall be determined in accordance with the terms of the
Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal
to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face
hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
_______________, 2006
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
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By:
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Authorized
Officer
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CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
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By:
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Authorized
Signatory
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ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN
COM -
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as
tenants in common
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UNIF
GIFT MIN ACT -
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Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
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TEN
ENT -
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as
tenants by the entireties
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JT
TEN -
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as
joint tenants with right
of survivorship and not as tenants in common |
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Additional
abbreviations may also be used though not in the above
list.
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, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
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Dated:
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Signature
by or on behalf of assignor
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Signature
Guaranteed
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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
A-M-9
FORM
OF CLASS M-9 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 IS SUBORDINATE TO THE CLASS A CERTIFICATES, 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 AND THE CLASS M-8 CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
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Series
2006-W3, Class M-9
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Aggregate
Certificate Principal Balance of the Class M-9
Certificates as of the Issue Date: $12,599,000
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Pass-Through
Rate: Variable
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Denomination:
$12,599,000
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Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2006
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Master
Servicer: Ameriquest Mortgage Company
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First
Distribution Date: April 25, 2006
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Trustee:
Deutsche Bank National Trust Company
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No.
1
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Issue
Date: March 29, 2006
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CUSIP:
040104 TB 7
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DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN
THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF THE CODE (EACH, A "PLAN").
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-9 Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class M-9 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Argent
Securities Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee,
a
summary of certain of the pertinent provisions of which is set forth hereafter.
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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class M-9 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of
this
Certificate at the office or agency appointed by the Trustee for
that purpose as provided in the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser
of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and
this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms
of
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal
to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face
hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the same aggregate Percentage Interest, as requested
by
the Holder surrendering the same.
No
transfer of this Certificate may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
_______________, 2006
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
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By:
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Authorized
Officer
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CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
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By:
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Authorized
Signatory
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ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN
COM -
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as
tenants in common
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UNIF
GIFT MIN ACT -
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Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
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TEN
ENT -
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as
tenants by the entireties
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|
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JT
TEN -
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as
joint tenants with right
of survivorship and not as tenants in common |
|
Additional
abbreviations may also be used though not in the above
list.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
|
|
|
unto
|
|
|
|
|
(Please
print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
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Dated:
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Signature
by or on behalf of assignor
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Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of
distribution:
|
Distributions
shall be made, by wire transfer or otherwise, in
immediately available
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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
A-M-10
FORM
OF CLASS M-10 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 IS SUBORDINATE TO THE CLASS A CERTIFICATES, 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 AND THE CLASS M-9
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
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Series
2006-W3, Class M-10
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Aggregate
Certificate Principal Balance of the Class M-10
Certificates as of the Issue Date: $11,858,000
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Pass-Through
Rate: Variable
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Denomination:
$11,858,000
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Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2006
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Master
Servicer: Ameriquest Mortgage Company
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First
Distribution Date: April 25, 2006
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Trustee:
Deutsche Bank National Trust Company
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No.
1
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Issue
Date: March 29, 2006
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|
CUSIP:
040104 TC 5
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS
SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE
DENOMINATION OF THIS CERTIFICATE.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF
THE CODE (EACH, A "PLAN").
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-10 Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class M-10 Certificates in a REMIC created pursuant to a Pooling
and
Servicing Agreement, dated as specified above (the “Agreement”), among Argent
Securities Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee,
a
summary of certain of the pertinent provisions of which is set forth hereafter.
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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class M-10 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in
the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser
of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and
this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms
of
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal
to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face
hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the
Certificate
Registrar duly executed by, the Holder hereof or such
Holder’s attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the
same
aggregate Percentage Interest will be issued to the designated transferee
or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate shall be made unless the transfer is made
pursuant to an effective registration statement under the Securities Act
of
1933, as amended (the “1933 Act”), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In
the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee and the Certificate Registrar
shall
require receipt of written certifications from the Holder of the Certificate
desiring to effect the transfer, and from such Holder’s prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1. None
of the
Depositor, the Certificate Registrar or the Trustee is obligated to register
or
qualify the Class of Certificates specified on the face hereof under the
1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of
this
Certificate shall be required to indemnify the Trustee, the Depositor, the
Certificate Registrar and the Master Servicer 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 may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all
property
acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
_______________, 2006
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
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By:
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Authorized
Officer
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CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
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By:
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Authorized
Signatory
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ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN
COM -
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as
tenants in common
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UNIF
GIFT MIN ACT -
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Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
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TEN
ENT -
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as
tenants by the entireties
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JT
TEN -
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as
joint tenants with right
of survivorship and not as tenants in common |
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Additional
abbreviations may also be used though not in the above
list.
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, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
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Dated:
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Signature
by or on behalf of assignor
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Signature
Guaranteed
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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
|
|||||||
|
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.
|
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||||||
EXHIBIT
A-M-11
FORM
OF CLASS M-11 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 IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS
M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES,
THE
CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES,
THE CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE CLASS M-9
CERTIFICATES AND THE CLASS M-10 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
|
Series
2006-W3, Class M-11
|
Aggregate
Certificate Principal Balance of the Class M-11
Certificates as of the Issue Date: $14,822,000
|
|
Pass-Through
Rate: Variable
|
Denomination:
$14,822,000
|
|
Date
of Pooling and Servicing Agreement and
Cut-off Date: March 1, 2006 |
Master
Servicer: Ameriquest Mortgage Company
|
|
First
Distribution Date: April 25, 2006
|
Trustee:
Deutsche Bank National Trust Company
|
|
No.
1
|
Issue
Date: March 29, 2006
|
|
|
CUSIP:
040104 TD 3
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS
SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE
DENOMINATION OF THIS CERTIFICATE.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF
THE CODE (EACH, A "PLAN").
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-11 Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class M-11 Certificates in a REMIC created pursuant to a Pooling
and
Servicing Agreement, dated as specified above (the “Agreement”), among Argent
Securities Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee,
a
summary of certain of the pertinent provisions of which is set forth hereafter.
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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class M-11 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in
the Agreement.
The
Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser
of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and
this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms
of
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal
to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face
hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the
Certificate
Registrar duly executed by, the Holder hereof or such
Holder’s attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the
same
aggregate Percentage Interest will be issued to the designated transferee
or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate shall be made unless the transfer is made
pursuant to an effective registration statement under the Securities Act
of
1933, as amended (the “1933 Act”), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In
the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee and the Certificate Registrar
shall
require receipt of written certifications from the Holder of the Certificate
desiring to effect the transfer, and from such Holder’s prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1. None
of the
Depositor, the Certificate Registrar or the Trustee is obligated to register
or
qualify the Class of Certificates specified on the face hereof under the
1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of
this
Certificate shall be required to indemnify the Trustee, the Depositor, the
Certificate Registrar and the Master Servicer 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 may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all
property
acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
_______________, 2006
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
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By:
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Authorized
Officer
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CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
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By:
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Authorized
Signatory
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ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN
COM -
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as
tenants in common
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UNIF
GIFT MIN ACT -
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Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
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TEN
ENT -
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as
tenants by the entireties
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JT
TEN -
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as
joint tenants with right
of survivorship and not as tenants in common |
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Additional
abbreviations may also be used though not in the above
list.
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, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
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Dated:
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Signature
by or on behalf of assignor
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Signature
Guaranteed
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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
A-CE
FORM
OF CLASS CE 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 IS SUBORDINATE TO THE A CERTIFICATES AND THE MEZZANINE
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
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Series
2006-W3, Class CE
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Initial
Notional Amount of the Class CE Certificates as of the
Issue Date:
$1,482,249,552.19 Denomination:
$1,482,249,552.19
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Aggregate
Certificate Principal Balance of the Class CE
Certificates as of the Issue Date: $ 25,941,268.56
Denomination:
$ 25,941,268.56
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Date
of Pooling and Servicing Agreement and
Cut-off Date: March 1, 2006 |
Master
Servicer: Ameriquest Mortgage Company
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First
Distribution Date: April 25, 2006
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Trustee:
Deutsche Bank National Trust Company
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No.
1
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Issue
Date: March 29, 2006
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DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN
THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF
THE CODE (EACH, A "PLAN").
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that X.X. Xxxxxx Ventures Corporation is the registered
owner of a Percentage Interest (obtained by dividing the denomination of
this
Certificate by the aggregate Certificate Principal Balance of the Class CE
Certificates as of the Issue Date) in that certain beneficial ownership interest
evidenced by all the Class CE Certificates in a REMIC created pursuant to
a
Pooling and Servicing Agreement, dated as specified above (the “Agreement”),
among Argent Securities Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Master Servicer and
the
Trustee, a summary of certain of the pertinent provisions of which is set
forth
hereafter. 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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class CE Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal
to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face
hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate shall be made unless the transfer is made
pursuant to an effective registration statement under the Securities Act
of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification (other
than
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
Certificate to the issuer under the Indenture or the indenture trustee under
the
Indenture or (iii) a transfer of any such Certificate from the issuer under
the
Indenture or the indenture trustee under the Indenture to the Depositor or
an
Affiliate
of
the Depositor). In the event that such a transfer of this Certificate
is to be made without registration or qualification, the Trustee and the
Certificate Registrar shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder’s prospective transferee, substantially in the
forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases,
an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration or qualification (which Opinion of Counsel shall not be
an
expense of the Trust Fund or of the Depositor, the Trustee or the Master
Servicer in their respective capacities as such), together with copies of
the
written certification(s) of the Holder of the Certificate desiring to effect
the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take
any
action not otherwise required under the Agreement to permit the transfer
of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Certificate Registrar and the Master Servicer
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 may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment
of a
sum sufficient to cover any tax or other governmental charge that may be
imposed
in connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
_______________, 2006
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
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By:
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Authorized
Officer
|
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|||||
CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
|
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
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By:
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Authorized
Signatory
|
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|||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT -
|
Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
|
TEN
ENT -
|
as
tenants by the entireties
|
|
|
|
JT
TEN -
|
as
joint tenants with right
of survivorship and not as tenants in common |
|
Additional
abbreviations may also be used though not in the above
list.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
|
|
|
unto
|
|
|
|
|
(Please
print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
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Dated:
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Signature
by or on behalf of assignor
|
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Signature
Guaranteed
|
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
|
|
||||||
|
|
|||||||
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|
|||||||
|
This
information is provided by
|
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||||||
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assignee
named above, or
|
|
||||||
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its
agent.
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||||||
EXHIBIT
A-P
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”).
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF
THE CODE (EACH, A "PLAN").
|
Series
2006-W3, Class P
|
Aggregate
Certificate Principal Balance of the Class P Certificates
as of the Issue Date: $100.00
|
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Date
of Pooling and Servicing Agreement and
Cut-off Date: Xxxxx 0, 0000 |
Xxxxxxxxxxxx:
$100.00
|
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First
Distribution Date: April 25, 2006
|
Master
Servicer: Ameriquest Mortgage Company
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|
No.
1
|
Trustee:
Deutsche Bank National Trust Company
|
|
|
Issue
Date: March 29, 2006
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN
THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that X.X. Xxxxxx Ventures Corporation is the registered
owner of a Percentage Interest (obtained by dividing the denomination of
this
Certificate by the aggregate Certificate Principal Balance of the Class P
Certificates as of the Issue Date) in that certain beneficial ownership interest
evidenced by all the Class P Certificates in a REMIC created pursuant to
a
Pooling and Servicing Agreement, dated as specified above (the “Agreement”),
among Argent Securities Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Master Servicer and
the
Trustee, a summary of certain of the pertinent provisions of which is set
forth
hereafter. 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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class P Certificates
on such
Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the
Person
entitled thereto, as such name and address shall appear on the
Certificate Register. Notwithstanding the above, the final distribution on
this
Certificate will be made after due notice by the Trustee of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trustee for that purpose as provided in
the
Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal
to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face
hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate shall be made unless the transfer is made
pursuant to an effective registration statement under the Securities Act
of
1933, as amended (the "1933
Act"),
and an effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require
such
registration or qualification (other than 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 Certificate to the issuer under
the
Indenture or the indenture trustee under the Indenture or (iii) a transfer
of
any such Certificate from the issuer under the Indenture or the indenture
trustee under the Indenture to the Depositor or an Affiliate of the Depositor).
In the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee and the Certificate Registrar
shall
require receipt of (i) if such transfer is purportedly being made in reliance
upon Rule 144A under the 1933 Act, written certifications from the Holder
of the
Certificate desiring to effect the transfer, and from such Holder’s prospective
transferee, substantially in the forms attached to the Agreement as Exhibit
F-1,
and (ii) in all other cases, an Opinion of Counsel satisfactory to it that
such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor,
the
Trustee or the Master Servicer in their respective capacities as such), together
with copies of the written certification(s) of the Holder of the Certificate
desiring to effect the transfer and/or such Holder’s prospective transferee upon
which such Opinion of Counsel is based. None of the Depositor, the Certificate
Registrar or the Trustee is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor, the Certificate
Registrar and the Master Servicer 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 may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment
of a
sum sufficient to cover any tax or other governmental charge that may be
imposed
in connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
_______________, 2006
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
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Authorized
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CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
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By:
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Authorized
Signatory
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ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN
COM -
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as
tenants in common
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UNIF
GIFT MIN ACT -
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Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
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TEN
ENT -
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as
tenants by the entireties
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JT
TEN -
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as
joint tenants with right
of survivorship and not as tenants in common |
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Additional
abbreviations may also be used though not in the above
list.
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, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
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Dated:
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Signature
by or on behalf of assignor
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Signature
Guaranteed
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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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agent.
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EXHIBIT
A-R
FORM
OF CLASS R CERTIFICATE
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON- UNITED STATES
PERSON.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
“RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), 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 AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
4975 OF
THE CODE (EACH, A "PLAN").
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE
THAT
(A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF,
ANY
STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) THAT 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, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE
(ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER
BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A
DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
THE
ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN
ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER
OF ANY
TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING,
BUT
NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
OF
THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO
THE
PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
OF
THIS CERTIFICATE.
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Series
2006-W3, Class R
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Aggregate
Percentage Interest of the Class R Certificates as of the
Issue Date: 100% Percentage Interest
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Date
of Pooling and Servicing Agreement and
Cut-off Date: Xxxxx 0, 0000 |
Xxxxxxxxxxxx:
100% Percentage Interest
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First
Distribution Date: April 25, 2006
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Master
Servicer: Ameriquest Mortgage Company
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No.
1
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Trustee:
Deutsche Bank National Trust Company
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Issue
Date: March 29, 2006
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ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Wachovia Bank, N.A. is the registered owner of a
Percentage Interest specified above in that certain beneficial ownership
interest evidenced by all the Class R Certificates in a REMIC created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
“Agreement”), among Argent Securities Inc. (hereinafter called the “Depositor,”
which term includes any successor entity under the Agreement), the Master
Servicer and the Trustee, a summary of certain of the pertinent provisions
of
which is set forth hereafter. 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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class R Certificates
on such
Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on
the
face hereof equal to the denomination specified on the face hereof
divided by the aggregate Certificate Principal Balance of the Class of
Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Master
Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate shall be made unless the transfer is made
pursuant to an effective registration statement under the Securities Act
of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification (other
than
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
Certificate to the issuer under the Indenture or the indenture trustee under
the
Indenture or (iii) a transfer of any such Certificate from the issuer under
the
Indenture or the indenture trustee under the Indenture to the Depositor or
an
Affiliate of the Depositor). In the event that such a transfer of this
Certificate is to be made without registration or qualification, the Trustee
and
the Certificate Registrar shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications
from the Holder of the Certificate desiring to effect the
transfer, and from such Holder’s prospective transferee, substantially in the
forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases,
an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration or qualification (which Opinion of Counsel shall not be
an
expense of the Trust Fund or of the Depositor, the Trustee or the Master
Servicer in their respective capacities as such), together with copies of
the
written certification(s) of the Holder of the Certificate desiring to effect
the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take
any
action not otherwise required under the Agreement to permit the transfer
of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Certificate Registrar and the Master Servicer
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.
Prior
to registration of any transfer, sale or other disposition of this
Certificate, the proposed transferee shall provide to the Trustee (i) an
affidavit to the effect that such transferee is any Person other than a
Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a
pro rata share of the net income
of the Trust Fund and that such income may be an “excess inclusion,” as defined
in the Code, that, with certain exceptions, cannot be offset by other losses
or
benefits from any tax exemption, and (C) it expects to have the financial
means
to satisfy all of its tax obligations including those relating to holding
the
Class R Certificates. Notwithstanding the registration in the Certificate
Register of any transfer, sale or other disposition of this Certificate to
a
Disqualified Organization or an agent (including a broker, nominee or middleman)
of a Disqualified Organization, such registration shall be deemed to be of
no
legal force or effect whatsoever and such Person shall not be deemed to be
a
Certificateholder for any purpose, including, but not limited to, the receipt
of
distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed
to have consented to the provisions of Section 5.02 of the Agreement and
to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to
cease
to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
No
transfer of this Certificate may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Depositor, the Master Servicer, the Trustee
or
the Certificate Registrar may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Master Servicer, the Trustee, the Certificate Registrar nor any such agent
shall
be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right cannot be exercised until the Optional Termination Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
_______________, 2006
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
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By:
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Authorized
Officer
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CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
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By:
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Authorized
Signatory
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ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN
COM -
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as
tenants in common
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UNIF
GIFT MIN ACT -
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Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
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TEN
ENT -
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as
tenants by the entireties
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JT
TEN -
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as
joint tenants with right
of survivorship and not as tenants in common |
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Additional
abbreviations may also be used though not in the above
list.
ASSIGNMENT
|
FOR
VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
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unto
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(Please
print or typewrite name, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
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Dated:
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Signature
by or on behalf of assignor
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Signature
Guaranteed
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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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number
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if mailed by check, to
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This
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named above, or
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agent.
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EXHIBIT
A-R-X
FORM
OF CLASS R-X CERTIFICATE
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON- UNITED STATES
PERSON.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
“RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), 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 AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT PLAN
OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF
THE CODE (EACH, A “PLAN”).
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE
THAT
(A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF,
ANY
STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) THAT 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, (3) ANY ORGANIZATION DESCRIBED IN
SECTION
1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A
“DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND
(B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION
OF
TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING
TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT
OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO
LEGAL
FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE
BY
ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF
THIS
PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
IS
PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS
CERTIFICATE.
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Series
2006-W3, Class R-X
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2006
First
Distribution Date: April 25, 2006
No.
1
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Aggregate
Percentage Interest of the Class R-X Certificates as of
the Issue Date: 100% Percentage Interest
Denomination:
100% Percentage Interest
Master
Servicer: Ameriquest Mortgage Company
Trustee:
Deutsche Bank National Trust Company
Issue
Date: March 29, 2006
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ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust
Fund”) consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first and second lien mortgage loans (the
“Mortgage Loans”) formed and sold by
ARGENT
SECURITIES INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
ARGENT SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Wachovia Bank, N.A. is the registered owner of a
Percentage Interest specified above in that certain beneficial ownership
interest evidenced by all the Class R-X Certificates in a REMIC created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
“Agreement”), among Argent Securities Inc. (hereinafter called the “Depositor,”
which term includes any successor entity under the Agreement), the Master
Servicer and the Trustee, a summary of certain of the pertinent provisions
of
which is set forth hereafter. 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.
Pursuant
to the terms of the Agreement, distributions will be made on the
25th day of each month or, if such 25th day is not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person
in
whose name this Certificate is registered on the 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 the Holders of Class R-X Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trustee of the pendency
of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified
on
the face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class of Certificates specified on
the
face hereof equal to the denomination specified on the face hereof
divided by the aggregate Certificate Principal Balance of the Class of
Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set
forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer,(if any) and the Trustee
and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee
with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. 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 herefor 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 upon surrender of this Certificate for registration of transfer
at the
offices or agencies appointed by the Trustee as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests 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 evidencing the
same
aggregate Percentage Interest, as requested by the Holder surrendering the
same.
No
transfer of this Certificate shall be made unless the transfer is made
pursuant to an effective registration statement under the Securities Act
of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification (other
than
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
Certificate to the issuer under the Indenture or the indenture trustee under
the
Indenture or (iii) a transfer of any such Certificate from the issuer under
the
Indenture or the indenture trustee under the Indenture to the Depositor or
an
Affiliate of the Depositor). In the event that such a transfer of this
Certificate is to be made without registration or qualification, the Trustee
and
the Certificate Registrar shall require receipt of (i) if
such
transfer is purportedly being made in reliance upon Rule 144A under
the 1933 Act, written certifications from the Holder of the Certificate desiring
to effect the transfer, and from such Holder’s prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and
(ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer
may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee
or
the Master Servicer in their respective capacities as such), together with
copies of the written certification(s) of the Holder of the Certificate desiring
to effect the transfer and/or such Holder’s prospective transferee upon which
such Opinion of Counsel is based. None of the Depositor, the Certificate
Registrar or the Trustee is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor, the Certificate
Registrar and the Master Servicer 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 may be made to a Plan, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person using “Plan
Assets” to acquire this Certificate.
Prior
to registration of any transfer, sale or other disposition of this
Certificate, the proposed transferee shall provide to the Trustee (i) an
affidavit to the effect that such transferee is any Person other than a
Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R-X Certificates have been designated as
residual interests in three REMICs, (B) it will include in its income a
pro rata share of the net income
of the Trust Fund and that such income may be an “excess inclusion,” as defined
in the Code, that, with certain exceptions, cannot be offset by other losses
or
benefits from any tax exemption, and (C) it expects to have the financial
means
to satisfy all of its tax obligations including those relating to holding
the
Class R-X Certificates. Notwithstanding the registration in the Certificate
Register of any transfer, sale or other disposition of this Certificate to
a
Disqualified Organization or an agent (including a broker, nominee or middleman)
of a Disqualified Organization, such registration shall be deemed to be of
no
legal force or effect whatsoever and such Person shall not be deemed to be
a
Certificateholder for any purpose, including, but not limited to, the receipt
of
distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed
to have consented to the provisions of Section 5.02 of the Agreement and
to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to
cease
to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
No
service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Trustee, the NIMS Insurer (if any) or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the
owner
hereof for all purposes, and none of the Depositor, the Master Servicer,
the
Trustee, the NIMS Insurer (if any), the Certificate Registrar or any such
agent
shall be affected by notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC
I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage
Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect
of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however,
such
right to purchase is subject to the aggregate Stated Principal Balance of
the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.
The
recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any
purpose.
IN
WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:
_______________, 2006
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Trustee |
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By:
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Authorized
Officer
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CERTIFICATE
OF AUTHENTICATION
This
is one of the Certificates referred to in the within-mentioned
Agreement.
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DEUTSCHE
BANK NATIONAL TRUST COMPANY
as Certificate Registrar |
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By:
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Authorized
Signatory
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ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
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TEN
COM -
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as
tenants in common
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UNIF
GIFT MIN ACT -
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Custodian
(Cust) (Minor) under Uniform Gifts to Minors Act __________________ (State) |
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TEN
ENT -
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as
tenants by the entireties
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JT
TEN -
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as
joint tenants with right
of survivorship and not as tenants in common |
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Additional
abbreviations may also be used though not in the above
list.
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, address including postal zip code, and
Taxpayer Identification Number of assignee)
a
Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer
of
such interest to assignee on the Certificate Register of the Trust
Fund.
I
(we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
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Dated:
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Signature
by or on behalf of assignor
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Signature
Guaranteed
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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
FORM
OF LOST NOTE AFFIDAVIT
Loan
#: _______________
Borrower:
_____________
LOST
NOTE AFFIDAVIT
I,
as ____________________ of ______________________, a _______________
corporation am authorized to make this Affidavit on behalf of
_____________________ (the “Seller”). In connection with the administration of
the Mortgage Loans held by ____________________, a _________________ corporation
as Seller on behalf of Argent Securities Inc. (the “Purchaser”),
_____________________ (the “Deponent”), being duly sworn, deposes and says
that:
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1.
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The
Seller’s address is:
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2. The
Seller previously delivered to the Purchaser a signed Initial
Certification with respect to such Mortgage and/or Assignment of
Mortgage;
3.
Such Mortgage Note and/or Assignment of Mortgage was
assigned or sold to
the Purchaser by ________________________, a ____________ corporation pursuant
to the terms and provisions of a Mortgage Loan Purchase Agreement dated as
of
__________ __, _____;
4. Such
Mortgage Note and/or Assignment of Mortgage is not outstanding
pursuant to a request for release of Documents;
5.
Aforesaid Mortgage Note and/or Assignment of Mortgage
(the “Original”)
has been lost;
6. Deponent
has made or caused to be made a diligent search for the Original
and has been unable to find or recover same;
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7.
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The
Seller was the Seller of the Original at the time of the loss;
and
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8.
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Deponent
agrees that, if said Original should ever come into
Seller’s possession,
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custody
or power, Seller will immediately and without consideration
surrender the Original to the Purchaser.
9. Attached
hereto is a true and correct copy of (i) the Note, endorsed in
blank by the Mortgagee and (ii) the Mortgage or Deed of Trust (strike one)
which
secures the Note, which Mortgage or Deed of Trust is recorded in the county
where the property is located.
10. Deponent
hereby agrees that the Seller (a) shall indemnify and hold harmless the
Purchaser, its successors and assigns, against any loss, liability or damage,
including reasonable attorney’s fees, resulting from the unavailability of any
Notes, including but not limited to any
loss,
liability or damage arising from (i) any false statement contained
in this Affidavit, (ii) any claim of any party that has already purchased
a
mortgage loan evidenced by the Lost Note or any interest in such mortgage
loan,
(iii) any claim of any borrower with respect to the existence of terms of
a
mortgage loan evidenced by the Lost Note on the related property to the fact
that the mortgage loan is not evidenced by an original note and (iv) the
issuance of a new instrument in lieu thereof (items (i) through (iv) above
hereinafter referred to as the “Losses”) and (b) if required by any Rating
Agency in connection with placing such Lost Note into a Pass-Through Transfer,
shall obtain a surety from an insurer acceptable to the applicable Rating
Agency
to cover any Losses with respect to such Lost Note.
11. This
Affidavit is intended to be relied upon by the Purchaser, its successors
and
assigns. _____________________, a ______________ corporation represents and
warrants that it has the authority to perform its obligations under this
Affidavit of Lost Note.
Executed
this ____ day, of ___________ ______.
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SELLER
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By:
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Authorized
Officer
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Title:
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On
this _____ day of ________, _____, before me appeared
_________________ to me personally known, who being duly sworn did say that
he
is the _____________________ of ____________________ a ______________
corporation and that said Affidavit of Lost Note was signed and sealed on
behalf
of such corporation and said acknowledged this instrument to be the free
act and
deed of said corporation.
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Signature:
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[Seal]
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EXHIBIT
C-1
FORM
OF TRUSTEE'S INITIAL CERTIFICATION
[Date]
Argent
Securities Inc.
0000
Xxxx & Xxxxxxx Xxxx, Xxxxx 0000
Xxxxxx,
Xxxxxxxxxx 00000
Ameriquest
Mortgage Company
0000
Xxxx & Xxxxxxx Xxxx
Xxxxxx,
Xxxxxxxxxx 00000
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Re:
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Pooling
and Servicing Agreement, dated as of March 1, 2006, among
Argent Securities Inc., Ameriquest Mortgage Company and Deutsche
Bank
National Trust Company, relating to Argent Securities Inc., Asset-Backed
Pass-Through Certificates, Series 2006-W3
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Ladies
and Gentlemen:
Pursuant
to Section 2.01 of the Pooling and Servicing Agreement, dated as
of March 1, 2006, among Argent Securities Inc. as Depositor, Ameriquest Mortgage
Company as master servicer and Deutsche Bank National Trust Company as trustee,
we hereby acknowledge 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 constituting part of such
Mortgage File (other than such documents described in Section 2.01(v)) required
to be delivered to it pursuant to this Agreement are in its possession, (ii)
such documents have been reviewed by it or such Custodian and are not mutilated,
torn or defaced unless initialed by the related borrower and relate to such
Mortgage Loan, (iii) based on its or the Custodian’s examination and only as to
the foregoing, the information set forth in the Mortgage Loan Schedule that
corresponds to items (1) through (3), (6), (9), (10), (13), (15) and (19)
of the
definition of “Mortgage Loan Schedule” accurately reflects information set forth
in the Mortgage File.
The
Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in
the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, recordability,
enforceability or genuineness of any of the documents contained in the Mortgage
File of any of the Mortgage Loans identified on the Mortgage Loan Schedule,
or
(ii) the collectability, insurability, perfection, priority, effectiveness
or
suitability of any such Mortgage Loan.
The
Trustee was under no 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 Mortgage File should include any of the documents specified
in clause (v) of Section 2.01.
Capitalized
terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement.
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DEUTSCHE
BANK NATIONAL TRUST COMPANY, as Trustee
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EXHIBIT
C-2
FORM
OF TRUSTEE'S FINAL CERTIFICATION
[Date]
Argent
Securities Inc.
0000
Xxxx & Xxxxxxx Xxxx, Xxxxx 0000
Xxxxxx,
Xxxxxxxxxx 00000
Ameriquest
Mortgage Company
0000
Xxxx & Xxxxxxx Xxxx
Xxxxxx,
Xxxxxxxxxx 00000
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Re:
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Pooling
and Servicing Agreement, dated as of March 1, 2006, among
Argent Securities Inc., Ameriquest Mortgage Company and Deutsche
Bank
National Trust Company, relating to Argent Securities Inc., Asset-Backed
Pass-Through Certificates, Series 2006-W3
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Ladies
and Gentlemen:
In
accordance with Section 2.02 of the above-captioned 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 the attachment hereto), it or a Custodian
on its
behalf has received each of the documents listed in Section 2.01.
The
Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in
the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, recordability,
enforceability or genuineness of any of the documents contained in the Mortgage
File of any of the Mortgage Loans identified on the Mortgage Loan Schedule,
or
(ii) the collectability, insurability, perfection, priority, effectiveness
or
suitability of any such Mortgage Loan.
Capitalized
words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.
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DEUTSCHE
BANK NATIONAL TRUST COMPANY, as Trustee
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EXHIBIT
C-3
FORM
OF TRUSTEE'S RECEIPT OF MORTGAGE NOTE
[Date]
Argent
Securities Inc.
0000
Xxxx & Xxxxxxx Xxxx
Xxxxxx,
Xxxxxxxxxx 00000
Ameriquest
Mortgage Company
0000
Xxxx & Xxxxxxx Xxxx
Xxxxxx,
Xxxxxxxxxx 00000
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Re:
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Pooling
and Servicing Agreement, dated as of March 1, 2006, among
Argent Securities Inc., Ameriquest Mortgage Company and Deutsche
Bank
National Trust Company, relating to Argent Securities Inc., Asset-Backed
Pass-Through Certificates, Series 2006-W3
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Ladies
and Gentlemen:
Pursuant
to Section 2.01 of the above-captioned Pooling and Servicing
Agreement, we hereby acknowledge the receipt of the original Mortgage Note
for
each Mortgage Loan with any exceptions thereto listed on Exhibit 1.
Capitalized
terms used but not defined herein shall have the meanings
assigned to them in the above-captioned Pooling and Servicing
Agreement.
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DEUTSCHE
BANK NATIONAL TRUST COMPANY, as Trustee
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EXHIBIT
D
FORM
OF MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE
LOAN PURCHASE AGREEMENT
This
is a Mortgage Loan Purchase Agreement (the “Agreement”), dated March
15, 2006, between Ameriquest Mortgage Company, a Delaware corporation (the
“Seller”), and Argent Securities Inc., a Delaware corporation (the
“Purchaser”).
Preliminary
Statement
The
Seller intends to sell the Mortgage Loans (as hereinafter defined) to
the Purchaser on the terms and subject to the conditions set forth in this
Agreement. The Purchaser shall deposit the Mortgage Loans into a mortgage
pool
constituting the Trust Fund. The Trust Fund will be evidenced by a single
series
of asset-backed pass-through certificates designated as Series 2006-W3 (the
“Certificates”). The Certificates will consist of twenty classes of
certificates. The Class CE Certificates, the Class P Certificates and the
Residual Certificates (collectively, the “Non-Offered Certificates”) will be
delivered to the Seller or its designee as partial consideration for the
Mortgage Loans as further described below.
The
Certificates will be issued pursuant to a Pooling and Servicing
Agreement relating to the Series 2006-W3 Certificates, dated as of March
1, 2006
(the “Pooling and Servicing Agreement”), among the Purchaser as depositor (in
such capacity, the “Depositor”), the Seller as master servicer (in such
capacity, the “Master Servicer”) and Deutsche Bank National Trust Company as
trustee (in such capacity, the “Trustee”). Pursuant to the Pooling and Servicing
Agreement, the Depositor will assign all of its right, title and interest
in and
to the Mortgage Loans, together with its rights under this Agreement, to
the
Trustee for the benefit of the Certificateholders. Capitalized terms used
but
not defined herein shall have the meanings set forth in the Pooling and
Servicing Agreement.
The
parties hereto agree as follows:
SECTION
1. Agreement to Purchase. The Seller hereby
sells,
and the Purchaser hereby purchases, as of March 29, 2006 (the “Closing Date”),
certain adjustable-rate and fixed-rate conventional, one- to four-family,
residential mortgage loans (the “Mortgage Loans”), having an aggregate principal
balance as of the close of business on March 1, 2006 (the “Cut-off Date”) of
$1,000,001,368.56 after giving effect to all payments due on the Mortgage
Loans
on or before the Cut-off Date (the “Closing Balance”), whether or not received,
including the right to any Prepayment Charges collected after the Cut-off
Date
from the Mortgagors in connection with any Principal Prepayments on the Mortgage
Loans. Any payments (including Prepayment Charges) collected on or before
the
Cut-off Date, including all scheduled payments of principal and interest
due on
or before the Cut-off Date and collected after the Cut-off Date, shall belong
to
the Seller. In addition to the sale of the Mortgage Loans, the Seller will
direct the Trustee to enter into the Interest Rate Swap Agreement and the
Swap
Administration Agreement on behalf of the Trust.
SECTION
2. Mortgage Loan Schedule and Prepayment Charge Schedule. The Purchaser and
the Seller have agreed upon which of the mortgage
loans owned by the Seller are to be purchased by the Purchaser pursuant to
this
Agreement, and the Seller shall prepare or
cause
to be prepared on or prior to the Closing Date a final schedule
(the “Closing Schedule”) describing such Mortgage Loans and setting forth all of
the Mortgage Loans to be purchased under this Agreement. The Closing Schedule
shall conform to the requirements set forth in this Agreement and to the
definition of “Mortgage Loan Schedule” under the Pooling and Servicing
Agreement. The Closing Schedule shall be used as the Mortgage Loan Schedule
under the Pooling and Servicing Agreement. The Seller shall also prepare
or
cause to be prepared on or prior to the Closing Date a final schedule (the
“Prepayment Charge Schedule”) setting forth each Mortgage Loan containing a
Prepayment Charge and conforming to the definition of Prepayment Charge Schedule
under the Pooling and Servicing Agreement.
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SECTION
3.
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Consideration.
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(a) In
consideration for the Mortgage Loans to be purchased hereunder, the
Purchaser shall, as described in Section 8, (i) pay to or upon the order
of the
Seller in immediately available funds an amount equal to the net sale proceeds
of the Class A and Mezzanine Certificates and (ii) deliver to the Seller
or its
designee the Non-Offered Certificates.
(b) In
connection with the transactions contemplated by Section 2.09 of the
Pooling and Servicing Agreement, the Seller hereby agrees that the Purchaser
shall be under no obligation to purchase any Subsequent Mortgage Loans unless
(i) the conditions precedent contained in Section 2.09 of the Pooling and
Servicing Agreement and the Subsequent Transfer Instrument, substantially
in the
form of Exhibit L to the Pooling and Servicing Agreement, are satisfied and
(ii)
each Subsequent Mortgage Loan satisfies the representations and warranties
contained in Section 6 of this Agreement. The sale of Subsequent Mortgage
Loans
by the Seller to the Depositor shall be effected in accordance with the terms
of
Section 2.09 of the Pooling and Servicing Agreement pursuant to a Subsequent
Mortgage Loan Purchase Agreement substantially in the form of this
Agreement.
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SECTION
4.
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Transfer
of the Mortgage Loans.
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(a) Possession
of Mortgage Files. The Seller does
hereby sell to the Purchaser, without recourse but subject to the terms of
this
Agreement, all of its right, title and interest in, to and under the Mortgage
Loans, including the related Prepayment Charges collected after the Cut-off
Date. The contents of each Mortgage File not delivered to the Purchaser or
to
any assignee, transferee or designee of the Purchaser on or prior to the
Closing
Date are and shall be held in trust by the Seller for the benefit of the
Purchaser or any assignee, transferee or designee of the Purchaser. Upon
the
sale of the Mortgage Loans, the ownership of each Mortgage Note, the related
Mortgage and the other contents of the related Mortgage File is vested in
the
Purchaser and the ownership of all records and documents with respect to
the
related Mortgage Loan prepared by or that come into the possession of the
Seller
on or after the Closing Date shall immediately vest in the Purchaser and
shall
be delivered immediately to the Purchaser or as otherwise directed by the
Purchaser.
(b) Delivery
of Mortgage Loan Documents. The Seller
will, on or prior to the Closing Date, deliver or cause to be delivered to
the
Purchaser or any assignee, transferee or designee of the Purchaser each of
the
following documents for each Mortgage Loan:
(i) the
original Mortgage Note, endorsed in blank without recourse or in the
following form: “Pay to the order of Deutsche Bank National Trust Company, as
Trustee under the applicable agreement, without recourse,” with all prior and
intervening endorsements showing a complete chain of endorsement from the
originator to the Person so endorsing to the Trustee, or with respect to
any
lost Mortgage Note, an original Lost Note Affidavit; 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 2.00% of the Pool Balance as of
the
Cut-off Date;
(ii) the
original Mortgage with evidence of recording thereon, and a copy,
certified by the appropriate recording office, of the recorded power of
attorney, if the Mortgage was executed pursuant to a power of attorney, with
evidence of recording thereon;
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(iii)
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an
original Assignment assigned in blank without
recourse;
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(iv) the
original recorded intervening Assignment or Assignments showing a
complete chain of assignment from the originator to the Person assigning
the
Mortgage to the Trustee as contemplated by the immediately preceding clause
(iii) or the original unrecorded intervening Assignments;
(v) the
original or copies of each assumption, modification, written
assurance or substitution agreement, if any; and
(vi) the
original lender’s title insurance policy or an attorney’s opinion of
title or similar guarantee of title acceptable to mortgage lenders generally
in
the jurisdiction where the Mortgaged Property is located, together with all
endorsements or riders which were issued with or subsequent to the issuance
of
such policy, insuring the priority of the Mortgage as a first lien or second
lien on the Mortgaged Property represented therein as a fee interest vested
in
the Mortgagor, or in the event such original title policy is unavailable,
a
written commitment or uniform binder or preliminary report of title issued
by
the title insurance or escrow company.
If
any document referred to in Section 4(b)(ii), 4(b)(iii) or 4(b)(iv)
above has 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 Seller hereunder shall be deemed to have been satisfied upon (1) delivery
by
or on behalf of the Seller promptly upon receipt thereof to the Purchaser
or any
assignee, transferee or designee of the Purchaser of either the original
or a
copy of such document certified by the Seller in the case of (x) above or
the
public recording office in the case of (y) above to be a true and complete
copy
of the recorded original thereof and (2) if such delivered copy is certified
by
the Seller, then in addition thereto, delivery promptly upon receipt thereof
of
either the original or a copy of such document certified by the public recording
office to be a true and complete copy of the original. In the event that
the
original lender’s title insurance policy has not yet been issued, the Seller
shall deliver to the Purchaser or any assignee, transferee or designee of
the
Purchaser a written commitment or interim binder or preliminary
report
of title issued by the title insurance or escrow company. Promptly
upon receipt by the Seller of any such original title insurance policy, the
Seller shall deliver such to the Purchaser or any assignee, transferee or
designee of the Purchaser.
The
Seller shall promptly (and in no event later than thirty (30)
Business Days, subject to extension upon mutual agreement between the Seller
and
the Trustee, following the later of (i) the Closing Date, (ii) the date on
which
the Seller receives the Assignment from the Trustee and (iii) the date of
receipt by the Seller of the recording information for a Mortgage) submit
or
cause to be submitted for recording, at no expense to the Trust Fund or the
Trustee, in the appropriate public office for real property records, each
Assignment referred to in (iii) and (iv) above and shall execute each original
Assignment referred to in (iii) in the following form: “Deutsche Bank National
Trust Company, as Trustee under the applicable agreement”. In the event that any
such Assignment is lost or returned unrecorded because of a defect therein,
the
Seller shall promptly prepare or cause to be prepared a substitute Assignment
or
cure or cause to be cured such defect, as the case may be, and thereafter
cause
each such Assignment to be duly recorded.
Notwithstanding
the foregoing, however, for administrative convenience
and facilitation of servicing and to reduce closing costs, so long as
recordation of an Assignment is not necessary to protect the Trustee’s and the
Certificateholders’ interests in the related Mortgage Loan under the laws of the
jurisdiction in which the related Mortgaged Property is located, the Assignments
shall not be required to be submitted for recording (except with respect
to any
Mortgage Loan located in Maryland) unless 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 further, however, each Assignment shall be submitted
for
recording by the Seller (at the direction of the Master Servicer) in the
manner
described above, at no expense to the Trust Fund or the Trustee, upon the
earliest to occur of: (i) reasonable direction by Holders of Certificates
entitled to at least 25% of the Voting Rights or the NIMS Insurer, (ii) a
failure of the Master Servicer Termination Test as set forth in the Pooling
and
Servicing Agreement, (iii) the occurrence of the bankruptcy or insolvency
of the
Seller, (iv) the occurrence of a servicing transfer as described in Section
7.02
of the Pooling and Servicing Agreement and (v) if the Seller is not the Master
Servicer and with respect to any one Assignment or Mortgage, the occurrence
of a
bankruptcy, insolvency or foreclosure relating to the Mortgagor under the
related Mortgage.
Each
original document relating to any Mortgage Loan which is not
delivered to the Purchaser or its assignee, transferee or designee, if held
by
the Seller, shall be so held for the benefit of the Purchaser or its assignee,
transferee or designee.
(c) Acceptance
of Mortgage Loans. The documents
delivered pursuant to Section 4(b) hereof shall be reviewed by the Purchaser
or
any assignee, transferee or designee of the Purchaser at any time before
or
after the Closing Date (and with respect to each document permitted to be
delivered after the Closing Date within seven (7) days of its delivery) to
ascertain that all required documents have been executed and received and
that
such documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule.
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(d)
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[Reserved].
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(e) Transfer
of Interest in Agreements. The Purchaser
has the right to assign its interest under this Agreement, in whole or in
part,
to the Trustee, as may be required to effect the purposes of the Pooling
and
Servicing Agreement, without the consent of the Seller, and the assignee
shall
succeed to the rights and obligations hereunder of the Purchaser. Any expense
reasonably incurred by or on behalf of the Purchaser or the Trustee in
connection with enforcing any obligations of the Seller under this Agreement
shall be promptly reimbursed by the Seller.
(f) Examination
of Mortgage Files. Prior to the
Closing Date, the Seller shall either (i) deliver in escrow to the Purchaser
or
to any assignee, transferee or designee of the Purchaser, for examination,
the
Mortgage File pertaining to each Mortgage Loan or (ii) make such Mortgage
Files
available to the Purchaser or to any assignee, transferee or designee of
the
Purchaser for examination at the Trustee’s offices in Santa Ana, California.
Such examination may be made by the Purchaser and its respective designees,
upon
reasonable notice to the Seller and the Trustee during normal business hours
before the Closing Date and within sixty (60) days after the Closing Date.
If
any such person makes such examination prior to the Closing Date and identifies
any Mortgage Loan that does not conform to the requirements of the Purchaser
as
described in this Agreement, such Mortgage Loan shall be deleted from the
Closing Schedule. The Purchaser may, at its option and without notice to
the
Seller, purchase all or part of the Mortgage Loans without conducting any
partial or complete examination. The fact that the Purchaser or any person
has
conducted or has failed to conduct any partial or complete examination of
the
Mortgage Files shall not affect the rights of the Purchaser or any assignee,
transferee or designee of the Purchaser to demand repurchase or other relief
as
provided herein or under the Pooling and Servicing Agreement.
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SECTION
5.
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Representations,
Warranties and Covenants of the
Seller.
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The
Seller hereby represents and warrants to the Purchaser, as of the
date hereof and as of the Closing Date, and covenants that:
(1) The
Seller is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and is duly authorized and
qualified to transact any and all business contemplated by this Agreement
to be
conducted by the Seller 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 the ability of the Master Servicer to enforce
each Mortgage Loan and to service the Mortgage Loans in accordance with the
terms of the Pooling and Servicing Agreement;
(2) The
Seller had the full corporate power and authority to hold and sell
each Mortgage Loan and has the full corporate power and authority to service
each Mortgage Loan, and to execute, deliver and perform, and to enter into
and
consummate the transactions contemplated by this Agreement and has duly
authorized by all necessary corporate action on the part of the Seller the
execution, delivery and performance of this Agreement; this Agreement has
been
duly executed and delivered by the Seller; and this Agreement, assuming the
due
authorization, execution and delivery thereof by the Purchaser, constitutes
a
legal, valid and
binding
obligation of the Seller, enforceable against the Seller in
accordance with its terms, except to the extent that (a) the enforceability
thereof may be limited by bankruptcy, insolvency, moratorium, receivership
and
other similar laws relating to creditors’ rights generally and (b) the remedy of
specific performance and injunctive and other forms of equitable relief may
be
subject to the equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought;
(3) The
execution and delivery of this Agreement by the Seller, the servicing
of the Mortgage Loans by the Seller under the Pooling and Servicing Agreement,
the consummation 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 Seller and will not (A) result in a breach of any term or
provision of the charter or by-laws of the Seller 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 Seller is
a
party or by which it may be bound, or any statute, order or regulation
applicable to the Seller of any court, regulatory body, administrative agency
or
governmental body having jurisdiction over the Seller; and the Seller 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 Seller’s knowledge, would in the future materially and adversely affect, (x)
the ability of the Seller to perform its obligations under this Agreement
or (y)
the business, operations, financial condition, properties or assets of the
Seller taken as a whole;
(4) No
consent, approval, authorization or order of any court or governmental
agency or body is required for the execution, delivery and performance by
the
Seller of, or compliance by the Seller with, this Agreement or the consummation
of the transactions contemplated hereby, or if any such consent, approval,
authorization or order is required, the Seller has obtained the
same;
(5) The
Seller is an approved originator/servicer for Xxxxxx Xxx or Xxxxxxx
Mac in good standing and is a HUD approved mortgagee pursuant to Section
203 and
Section 211 of the National Housing Act; and
(6) Except
as otherwise disclosed in the Prospectus Supplement, no
litigation, action, suit, proceeding or investigation is pending against
the
Seller that would materially and adversely affect the execution, delivery
or
enforceability of this Agreement or the ability of the Seller to service
the
Mortgage Loans or the Seller to perform any of its other obligations hereunder
in accordance with the terms hereof.
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SECTION
6.
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Representations
and Warranties of the Seller Relating to the
Mortgage Loans.
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(a)
The Seller hereby represents and warrants to the Purchaser, with
respect to the Mortgage Loans as of the Closing Date and with respect to
the
Subsequent Mortgage Loans as of the respective Subsequent Transfer Date or
as of
such date specifically provided herein:
(1) The
information set forth on the Mortgage Loan Schedule with respect to
each Mortgage Loan is true and correct in all material respects;
(2) No
material error, omission, misrepresentation, negligence, fraud or
similar occurrence with respect to any 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;
(3) All
payments due prior to the Cut-off Date have been made and none of the
Mortgage Loans will have been contractually delinquent for more than one
calendar month more than once since the origination thereof;
(4) Each
Mortgage is a valid and enforceable first or second lien on the
Mortgaged Property, including all improvements thereon, subject only to (a)
the
lien of nondelinquent current real property taxes and assessments, (b)
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, (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 such Mortgage and (d)
in the
case of a second lien, the first lien on such Mortgaged Property;
(5) Immediately
prior to the sale of the Mortgage Loans to the Purchaser, 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;
(6) There
is no delinquent tax or assessment lien against any Mortgaged
Property;
(7) There
is no valid offset, defense or counterclaim to any Mortgage Note or
Mortgage, including the obligation of the Mortgagor to pay the unpaid principal
of or interest on such Mortgage Note, 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 valid right of rescission, set-off,
counterclaim or defense, including the defense of usury and no such valid
right
of rescission, set-off, counterclaim or defense has been asserted with respect
thereto;
(8) There
are no mechanics’ liens or claims for work, labor or material
rendered to the Mortgaged Property affecting any 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
(12) below;
(9) Subject
to the Escrow Withhold referred to in (19) below, each Mortgaged
Property is free of material damage and is in good repair;
(10) Each
Mortgage Loan at origination complied in all material respects with
applicable local, state and federal laws and regulations, including, without
limitation, usury, equal credit opportunity, real estate settlement procedures,
truth-in-lending, disclosure laws and all applicable predatory and abusive
lending laws, and consummation of the transactions contemplated hereby will
not
involve the violation of any such laws;
(11) Neither
the Seller nor any prior holder of any Mortgage has modified,
impaired or waived the Mortgage in any material respect (except that a Mortgage
Loan may have been modified by a written instrument which has been recorded,
if
necessary, to protect the interests of the Purchaser and which has been
delivered to the Trustee); 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;
(12) A
lender’s policy of title insurance together with a condominium endorsement,
extended coverage endorsement and an adjustable rate mortgage endorsement
(each
as applicable) in an amount at least equal to the Cut-off Date principal
balance
of each such Mortgage Loan or a commitment (binder) to issue the same was
effective on the date of the origination of each Mortgage Loan, each such
policy
is valid and remains in full force and effect, the transfer of the related
Mortgage Loan to the Purchaser will 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 Mortgaged Property is located and
in a
form acceptable to Xxxxxx Mae or Xxxxxxx Mac, which policy insures the Seller
and successor owners of indebtedness secured by the insured Mortgage, as
to the
first priority lien of the Mortgage; 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;
(13) Each
Mortgage Loan was originated by the Seller or an Affiliate of the
Seller in accordance with the underwriting standards as set forth in the
Prospectus Supplement
(or,
if generated by an entity other than the Seller or an Affiliate of
the Seller, in accordance with such other underwriting standards as set forth
in
the Prospectus Supplement or, if generated on behalf of the Seller or an
Affiliate of the Seller by a person other than the Seller or an Affiliate
of the
Seller is subject to the same underwriting standards and procedures used
by the
Seller in originating mortgage loans directly as set forth in the Prospectus
Supplement) or 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 (including a mortgage broker), or
by a
mortgagee approved by the Secretary of Housing and Urban Development pursuant
to
Sections 203 and 211 of the National Housing Act;
(14) With
respect to each Adjustable-Rate Mortgage Loan, on each adjustment
date, the Mortgage Rate will be adjusted to equal the Index plus the Gross
Margin, rounded to the nearest 0.125%, subject to the Periodic Rate Cap,
the
Maximum Mortgage Rate and the Minimum Mortgage Rate. 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 the Mortgage Loan over its remaining term and to pay
interest at the applicable Mortgage Rate. No Mortgage Loan is subject to
negative amortization;
(15) All
of the improvements which were included for the purpose of
determining 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, except those,
if
any, which are insured against by the lender’s title insurance policy referred
to in (12) above;
(16) All
inspections, licenses and certificates required to be made or issued
with respect to all occupied portions of the Mortgaged Property, including
but
not limited to certificates of occupancy, have been made or obtained from
the
appropriate authorities, and the Mortgaged Property is lawfully occupied
under
applicable law except as may otherwise be insured against by the lender’s title
insurance policy referred to in (12) above;
(17) 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;
(18) 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 and with applicable laws. All parties to the Mortgage
Note and the Mortgage had legal capacity to execute the Mortgage Note and
the
Mortgage and each Mortgage Note and Mortgage have been duly and properly
executed by such parties;
(19) The
proceeds of each 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, except any Mortgaged Property
or Mortgage Loan subject to an Escrow Withhold as defined in the Originator’s
underwriting guidelines. All costs, fees and expenses incurred in making,
closing or recording the Mortgage Loans were paid;
(20) 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 materially
interfere with the right to sell the Mortgaged Property at a trustee’s sale or
the right to foreclose the Mortgage;
(21) 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;
(22) There
exist no deficiencies with respect to escrow deposits and payments,
if such are required, for which customary arrangements for repayment thereof
have not been made, and no escrow deposits or payments of other charges or
payments due the Seller have been capitalized under the Mortgage or the related
Mortgage Note;
(23) The
origination, collection and servicing practices used by the Seller
(or its affiliate) with respect to each Mortgage Loan have been in all material
respects legal, proper, reasonable and customary in the subprime mortgage
origination and servicing business and each of the Mortgage Loans has been
serviced by the Seller since origination;
(24) There
is no pledged account or other security other than real estate
securing the Mortgagor’s obligations;
(25) No
Mortgage Loan has a shared appreciation feature, or other contingent
interest feature;
(26) The
improvements upon each Mortgaged Property are covered by a valid,
binding and existing hazard insurance policy that is in full force and effect
with a generally acceptable carrier that provides for fire extended coverage
and
such other hazards as are customary in the area where the Mortgaged Property
is
located representing coverage not less
than
the lesser of the outstanding principal balance of the related
Mortgage Loan or 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 clause (27) 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, except as
may be
limited or restricted by applicable law;
(27) If
the Mortgaged Property is in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, a valid and binding flood insurance policy that is in full force
and
effect 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 original outstanding principal balance of the 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;
(28) There
is no default, breach, violation or event of acceleration existing
under the Mortgage or the related Mortgage Note; and the Seller has not waived
any default, breach, violation or event of acceleration;
(29) Each
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 (a) cooperatives or (b) mobile homes
and
manufactured homes (as defined in the Xxxxxx Xxx Seller-Servicer’s Guide),
except when the appraisal indicates that (i) the mobile or manufactured home
was
built under the Federal Manufactured Home Construction and Safety Standards
of
1976 or (ii) otherwise assumes the characteristics of site-built housing
and
meets local building codes, is readily marketable, has been permanently affixed
to the site, is not in a mobile home “park,” and is treated as real property
under the applicable state law. With respect to any Mortgage Loan that is
secured by a leasehold estate: (a) the lease is valid, in full force and
effect;
(b) all rents and other payments due under the lease have been paid; (c)
the
lessee is not in default under any provision of the lease; (d) the term of
the
lease exceeds the maturity date of the related Mortgage Loan by at least
five
(5) years; and (e) the Mortgagee under the Mortgage Loan is given notice
and an
opportunity to cure any defaults under the lease;
(30) 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 lieu
of
or in addition to those made by the Mortgagor;
(31) 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 Mortgage Loan Schedule. The consolidated
principal amount does not exceed the original principal amount of the Mortgage
Loan;
(32) The
Mortgage File contains an appraisal which was either (i) performed by
an appraiser who satisfied, and which was conducted in accordance with, all
of
the applicable requirements of the Financial Institutions Reform, Recovery
and
Enforcement Act of 1989, as amended or (ii) conducted in accordance with
an
insured valuation model;
(33) None
of the Mortgage Loans is a graduated payment mortgage loan, nor is
any Mortgage Loan subject to a temporary buydown or similar
arrangement;
(34) No
Mortgagor has currently requested any relief under the Servicemembers
Civil Relief Act or similar state laws;
(35) The
Mortgage Loans comply in all material respects with the descriptions
set forth under the captions “The Mortgage Pool” and Annex III in the Prospectus
Supplement;
(36) 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 related Mortgaged Property is sold or transferred without the prior
written consent of the mortgagee thereunder, except as may be limited by
applicable law;
(37) The
information set forth in the Prepayment Charge Schedule attached as
Schedule 2 to the Pooling and Servicing Agreement (including the prepayment
charge summary attached thereto) is complete, true and correct in all material
respects at the date or dates respecting which such information is furnished
and
each Prepayment Charge is permissible and enforceable in accordance with
its
terms upon the full and voluntary prepayment by the Mortgagor under applicable
law and complied in all material respects with applicable local, state and
federal laws (except to the extent that (i) the enforceability thereof may
be
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors’ rights generally or (ii) the collectability thereof
may be limited due to acceleration in connection with a foreclosure or other
involuntary payoff);
(38) Each
Mortgage Loan is an obligation that is principally secured by real
property for purposes of the REMIC Provisions of the Code;
(39) The
Mortgage Loans are not subject to the requirements of the Home
Ownership and Equity Protection Act of 1994 (“HOEPA”) and no Mortgage Loan is
subject to, or in violation of, any applicable state or local law, ordinance
or
regulation similar to HOEPA;
(40) (a)
No Mortgage Loan is a High Cost Loan as defined by HOEPA or any other
applicable predatory or abusive lending laws and (b) no Mortgage Loan is
a “high
cost home”, “covered” (excluding home loans defined as “covered home loans” in
the New Jersey Home Ownership Security Act of 2002 that were originated between
November 26, 2003 and July 7, 2004) , “high risk home” or “predatory” loan under
any other applicable state, federal or local law (or a similarly classified
loan
using different terminology under a law imposing heightened regulatory scrutiny
or additional legal liability for resident mortgage loans having high interest
rates, points and/or fees);
(41) No
Mortgage Loan originated on or after October 1, 2002 will impose a
Prepayment Charge for a term in excess of three years. Any Mortgage Loans
originated prior to such date will not impose a Prepayment Charge for a term
in
excess of five (5) years;
(42) No
Mortgage Loan that is secured by property located in the State of
Georgia is either a “Covered Loan” or “High Cost Home Loan” within the meaning
of the Georgia Fair Lending Act, as amended (the “Georgia Act”);
(43) The
Seller or one of its Affiliates as servicer for each Mortgage Loan,
has fully furnished and will 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”) on a monthly basis;
(44) There
is no Mortgage Loan that was originated on or after October 1, 2002
and before March 7, 2003 which is secured by property located in the State
of
Georgia;
(45) The
Prepayment Charges included in the transaction are enforceable and
originated in compliance with all applicable federal, state and local law
(except to the extent that (i) the enforceability thereof may be limited
by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating
to creditors’ rights generally or (ii) the collectability thereof may be limited
due to acceleration in connection with a foreclosure or other involuntary
payoff);
(46) No
proceeds from any Mortgage Loan were used to finance single-premium
credit insurance policies;
(47) 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);
(48) With
respect to any Mortgage Loan originated on or after August 1, 2004,
neither the related Mortgage nor the related Mortgage Note requires the borrower
to submit to arbitration to resolve any dispute arising out of or relating
in
any way to the mortgage loan transaction;
(49) With
respect to any Group I Mortgage Loan that is secured by a
subordinate lien on the related mortgaged property, such lien is on a one-
to
four-family residence that is (or will be) the principal residence of the
borrower upon origination of such mortgage loan;
(50) The
original principal balance of each Group I Mortgage Loan is within
Xxxxxxx Mac’s dollar amount limits for conforming one- to four-family mortgage
loans;
(51) No
Group I Mortgage Loan mortgagor was encouraged or required to select a
mortgage loan product offered by the Originator which is a higher cost product
designed for a less creditworthy mortgagor, unless at the time of the Group
I
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 Originator; and
(52) With
respect to any Group I Mortgage Loan that contains a provision
permitting imposition of a premium upon a prepayment prior to maturity: (a)
prior to the mortgage loan’s origination, the borrower agreed to such premium in
exchange for a monetary benefit, including but not limited to a rate or fee
reduction; (b) prior to the mortgage loan’s origination, the borrower was
offered the option of obtaining a mortgage loan that did not require payment
of
such a premium unless the mortgage loan that did not require payment of such
a
premium would be a mortgage loan that is a HOEPA loan or a high-cost home
loan
under any applicable state or local law and prohibited by the originator's
underwriting guidelines; (c) the prepayment premium is adequately disclosed
to
the borrower pursuant to applicable state and federal law; (d) no subprime
loan
originated on or after October 1, 2002 will impose a prepayment premium for
a
term in excess of three years, and any loans originated prior to such date
and
any non-subprime loans will not impose prepayment penalties in excess of
five
years; in each case unless the loan was modified to reduce the prepayment
period
to no more than three years from the date of the note and the borrower was
notified in writing of such reduction in prepayment period; and (e)
notwithstanding any state or federal law to the contrary, the servicer shall
not
impose such prepayment premium in any instance when the mortgage loan is
accelerated or paid off in connection with the workout of a delinquent mortgage
or due to the borrower’s default.
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SECTION
7.
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Repurchase
Obligation for Defective Documentation and for Breach of
Representation and Warranty.
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(a) The
representations and warranties contained in Section 6 shall not be
impaired by any review and examination of loan files or other documents
evidencing or relating to the Mortgage Loans or any failure on the part of
the
Purchaser to review or examine such documents and shall inure to the benefit
of
any assignee, transferee or designee of the Purchaser, including the Trustee
for
the benefit of the Certificateholders.
Upon
discovery by the Seller, the Purchaser or any assignee, transferee
or designee of the Purchaser of any materially defective document in, or
that
any material document was not transferred by the Seller (as listed on the
Trustee’s Preliminary Exception Report) as part of, any Mortgage File or of a
breach of any of the representations and warranties contained in Section
5 or
Section 6 that materially and adversely affects the value of any Mortgage
Loan
or the interest therein of the Purchaser or the Purchaser’s assignee, transferee
or designee (it being understood that with respect to the representations
and
warranties set forth in (10), (39), (40), (41), (42), (43), (44), (46), (47),
(48), (49) and (50) of Section 6(a) herein, a breach of any such representation
or warranty shall in and of itself be deemed to materially adversely affect
the
interest therein of the Purchaser and the Purchaser’s assignee, transferee or
designee), the party discovering the breach shall give prompt written notice
to
the others. Within ninety (90) days of its discovery or its receipt of notice
of
any such missing documentation which was not transferred to the Purchaser
as
described above or materially defective documentation or any such breach
of a
representation and warranty (it being understood that with respect to the
representations and warranties set forth in (10), (39), (40), (41), (42),
(43),
(44), (46), (47), (48), (49) and (50) of Section 6(a) herein, a breach of
any
such representation or warranty shall in and of itself be deemed to materially
adversely affect the interest therein of the Purchaser and the Purchaser’s
assignee, transferee or designee), the Seller promptly shall deliver such
missing document or cure such defect or breach in all material respects,
or in
the event the Seller cannot deliver such missing document or such defect
or
breach cannot be cured, the Seller shall, within ninety (90) days of its
discovery or receipt of notice, either (i) repurchase the affected Mortgage
Loan
at a price equal to the Purchase Price or (ii) pursuant to the provisions
of the
Pooling and Servicing Agreement, cause the removal of such Mortgage Loan
from
the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans.
In the event that any Mortgage Loan is subject to a breach of the representation
and warranty in Section 6(a)(37) or (45) resulting in the Master Servicer’s
inability to collect all or part of the Prepayment Charge from the Mortgagor,
in
lieu of repurchase, the Seller shall be obligated to remit to the Master
Servicer (for deposit in the Collection Account) any shortfall in the Prepayment
Charge collected upon the Mortgagor’s voluntary Principal
Prepayment.
Notwithstanding
the foregoing, within ninety (90) days of the earlier of
discovery by the Seller or receipt of notice by the Seller of the breach
of the
representation of the Seller set forth in Section 6(a)(37) or (45) above,
which
materially and adversely affects the interests of the Holders of the Class
P
Certificates in any Prepayment Charge, the Seller shall pay the amount of
the
scheduled Prepayment Charge, for the benefit of the Holders of the Class
P
Certificates, by depositing such amount into the Collection Account, net
of any
amount previously collected by
the
Master Servicer and paid by the Master Servicer, for the benefit of
the Holders of the Class P Certificates, in respect of such Prepayment
Charge.
The
Seller shall amend the Closing Schedule to reflect the withdrawal of
such Mortgage Loan from the terms of this Agreement and the Pooling and
Servicing Agreement and the addition, if any, of a Qualified Substitute Mortgage
Loan. The Seller shall deliver to the Purchaser such amended Closing Schedule
and shall deliver such other documents as are required by this Agreement
or the
Pooling and Servicing Agreement within five (5) days of any such amendment.
Any
repurchase pursuant to this Section 7(a) shall be accomplished by deposit
in the
Collection Account of the amount of the Purchase Price in accordance with
Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or
substitution required by this Section shall be made in a manner consistent
with
Section 2.03 of the Pooling and Servicing Agreement.
In
addition, upon discovery by the Seller, the Purchaser, or any
assignee, transferee or designee of the Purchaser that any Mortgage Loan
does
not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code, the party discovering the breach shall give prompt written notice
within five (5) Business Days to the others. Within ninety (90) days of its
discovery or its receipt of notice, the Seller promptly shall either (i)
repurchase the affected Mortgage Loan at the Purchase Price (as such term
is
defined in the Pooling and Servicing Agreement) or (ii) pursuant to the
provisions of the Pooling and Servicing Agreement, cause the removal of such
Mortgage Loan from the Trust Fund and substitute one or more Qualified
Substitute Mortgage Loans.
(b) It
is understood and agreed that the obligations of the Seller set forth
in this Section 7 to cure, remit a Prepayment Charge shortfall, repurchase
or
substitute for a defective Mortgage Loan constitute the sole remedies of
the
Purchaser against the Seller respecting a missing or defective material document
or a breach of the representations and warranties contained in Section 5
or
Section 6.
SECTION
8. Closing; Payment for the Mortgage Loans. The
closing of the purchase and sale of the Mortgage Loans shall be held at the
New
York City office of Xxxxxxx Xxxxxxxx & Xxxx LLP at 10:00 A.M. New York City time
on the Closing Date.
The
closing shall be subject to each of the following
conditions:
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(a)
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All
of the representations and warranties of the Seller under this
Agreement shall be true and correct in all material respects as of
the
date as of which they are made and no event shall have occurred which,
with notice or the passage of time, would constitute a default under
this
Agreement;
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(b)
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The
Purchaser shall have received, or the attorneys of the
Purchaser shall have received in escrow (to be released from escrow
at the
time of closing), all Closing Documents as specified in Section 9
of this
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Agreement,
in such forms as are agreed upon and acceptable to the
Purchaser, duly executed by all signatories other than the Purchaser as required
pursuant to the respective terms thereof;
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(c)
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The
Seller shall have delivered or caused to be delivered and
released to the Purchaser or to its designee, all documents (including
without limitation, the Mortgage Loans) required to be so delivered
by the
Purchaser pursuant to Section 2.01 of the Pooling and Servicing Agreement;
and
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(d)
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All
other terms and conditions of this Agreement shall have been
complied with.
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Subject
to the foregoing conditions, the Purchaser shall deliver or cause
to be delivered to the Seller on the Closing Date, against delivery and release
by the Seller to the Trustee of all documents required pursuant to the Pooling
and Servicing Agreement, the consideration for the Mortgage Loans as specified
in Section 3 of this Agreement, by delivery to the Seller of the Purchase
Price.
SECTION
9. Closing Documents. Without limiting
the
generality of Section 8 hereof, the closing shall be subject to delivery
of each
of the following documents:
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(a)
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(i)
An Officer’s Certificate of the Seller and the Master Servicer,
dated the Closing Date, in form satisfactory to and upon which the
Purchaser and the Underwriters may rely, and attached thereto copies
of
the certificate of incorporation, by-laws and certificate of good
standing
of the Seller and the Master Servicer under the laws of Delaware
and
stating that the information contained in the Prospectus Supplement
relating to the Mortgage Loans, the Seller, the Master Servicer and
the
applicable loan portfolio is true and accurate in all material respects
and does not contain any untrue statement of a material fact or omit
to
state a material fact required to be stated therein or necessary
to make
the statements therein, in light of the circumstances under which
they
were made, not misleading and (ii) if any of the Certificates are
offered
on the Closing Date pursuant to a private placement memorandum, the
Seller
shall deliver an Officer’s Certificate stating that the same information
contained in such private placement memorandum is true and accurate
in all
material respects;
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(b)
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An
Officer’s Certificate of the Seller, dated the Closing Date, in
form satisfactory to and upon which the Purchaser and the Underwriters
may
rely, with respect to certain facts regarding the sale of the Mortgage
Loans by the Seller to the Purchaser;
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(c)
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An
Opinion of Counsel of the Seller and the Master Servicer, dated
the Closing Date, in form satisfactory to and addressed to the Purchaser
and the Underwriters;
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(d)
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Such
opinions of counsel from the Purchaser’s or Seller’s counsel
as the Rating Agencies may request in connection with the sale of
the
Mortgage Loans by the Seller to the Purchaser or the Seller’s execution
and delivery of, or performance under, this Agreement and upon which
the
Underwriters may rely;
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(e)
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A
letter from Deloitte & Touche LLP, certified public
accountants, dated the date hereof and to the effect that they have
performed certain specified procedures as a result of which they
determined that certain information of an accounting, financial or
statistical nature set forth in the Prospectus Supplement, under
the
captions “Summary of Prospectus Supplement”, “Risk Factors”, “The Mortgage
Pool”, “Yield on the Certificates”, “Description of the Certificates”,
“The Seller, Sponsor and Master Servicer”, Annex II and Annex III agrees
with the records of the Seller and the Master
Servicer;
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(f)
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[Reserved];
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(g)
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The
Seller and the Master Servicer shall deliver for inclusion in
the Prospectus Supplement, under the captions “The Originator” and “The
Seller, Sponsor and Master Servicer,” or for inclusion in other offering
material, such publicly available information regarding its financial
condition and its mortgage loan delinquency, foreclosure and loss
experience, underwriting standards, lending activities and loan sales,
production, and servicing and collection practices, and any similar
nonpublic, unaudited financial information;
and
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(h)
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Such
further information, certificates, opinions and documents as
the Purchaser or the Underwriters may reasonably
request.
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SECTION
10. Costs. The Seller shall
pay (or shall reimburse
the Purchaser or any other Person to the extent that the Purchaser or such
other
Person shall pay) all costs and expenses incurred in connection with the
transfer and delivery of the Mortgage Loans, including without limitation,
assignment of mortgage recording costs and/or fees for title policy endorsements
and continuations, the fees and expenses of the Seller’s in-house accountants
and in-house attorneys, the costs and expenses incurred in connection with
producing the Seller’s loan loss, foreclosure and delinquency experience, and
the costs and expenses incurred in connection with obtaining the documents
referred to in Sections 9(d) and 9(e) to the extent such
costs
and expenses were not previously paid by the Seller. The Seller
shall pay (or shall reimburse the Purchaser or any other Person to the extent
that the Purchaser or such other Person shall pay) the costs and expenses
of
printing (or otherwise reproducing) and delivering this Agreement, the Pooling
and Servicing Agreement, the Certificates, the prospectus, the Prospectus
Supplement and the Private Placement Memorandum relating to the Certificates
and
other related documents, the initial fees, costs and expenses of the Trustee
relating to the issuance of the initial certification of the Trustee under
Section 2.02 of the Pooling and Servicing Agreement, the fees and expenses
of
the Seller’s counsel in connection with the preparation of all documents
relating to the securitization of the Mortgage Loans, the filing fee charged
by
the Securities and Exchange Commission for registration of the Certificates,
the
cost of outside special counsel that may be required for the Purchaser, the
cost
of obtaining the documents referred to in Section 9(h) and the fees charged
by
any rating agency to rate the Certificates. All other costs and expenses
in
connection with the transactions contemplated hereunder shall be borne by
the
party incurring such expense.
|
|
SECTION
11.
|
[Reserved].
|
|
|
SECTION
12.
|
[Reserved].
|
SECTION
13. Mandatory Delivery; Grant of Security Interest.
The sale and delivery on the Closing Date of the Mortgage Loans described
on the
Mortgage Loan Schedule in accordance with the terms and conditions of this
Agreement is mandatory. It is specifically understood and agreed that each
Mortgage Loan is unique and identifiable on the date hereof and that an award
of
money damages would be insufficient to compensate the Purchaser for the losses
and damages incurred by the Purchaser in the event of the Seller’s failure to
deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
grants to the Purchaser a lien on and a continuing security interest in the
Seller’s interest in each Mortgage Loan and each document and instrument
evidencing each such Mortgage Loan to secure the performance by the Seller
of
its obligation hereunder, and the Seller agrees that it holds such Mortgage
Loans in custody for the Purchaser, subject to the Purchaser’s (i) right, prior
to the Closing Date, to reject any Mortgage Loan to the extent permitted
by this
Agreement and (ii) obligation to deliver or cause to be delivered the
consideration for the Mortgage Loans pursuant to Section 8 hereof. Any Mortgage
Loans rejected by the Purchaser shall concurrently therewith be released
from
the security interest created hereby. The Seller agrees that, upon acceptance
of
the Mortgage Loans by the Purchaser or its designee and delivery of payment
to
the Seller, its security interest in the Mortgage Loans shall be released.
All
rights and remedies of the Purchaser under this Agreement are distinct from,
and
cumulative with, any other rights or remedies under this Agreement or afforded
by law or equity and all such rights and remedies may be exercised concurrently,
independently or successively.
Notwithstanding
the foregoing, if on the Closing Date, each of the
conditions set forth in Section 8 hereof shall have been satisfied and the
Purchaser shall not have paid or caused to be paid the Purchase Price, or any
such condition shall not have been waived or satisfied and the Purchaser
determines not to pay or cause to be paid the Purchase Price, the Purchaser
shall
immediately
effect the redelivery of the Mortgage Loans, if delivery to
the Purchaser has occurred and the security interest created by this Section
13
shall be deemed to have been released.
SECTION
14. Notices. All demands, notices
and communications
hereunder shall be in writing and shall be deemed to have been duly given
if
personally delivered to or mailed by registered mail, postage prepaid, or
transmitted by telex or telegraph and confirmed by a similar mailed writing,
if
to the Purchaser, addressed to the Purchaser at 0000 Xxxx & Xxxxxxx Xxxx,
Xxxxx 0000, Xxxxxx, Xxxxxxxxxx 00000, Facsimile: (000) 000-0000, Attention:
General Counsel, or such other address as may hereafter be furnished to the
Seller in writing by the Purchaser; if to the Seller, addressed to the Seller
at
0000 Xxxx & Xxxxxxx Xxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxx 00000, Facsimile:
(000) 000-0000, Attention: General Counsel, or to such other address as the
Seller may designate in writing to the Purchaser.
SECTION
15. Severability of Provisions. Any part, provision,
representation or warranty of this Agreement which is prohibited or which
is
held to be void or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof. Any part, provision, representation or warranty of this Agreement
which
is prohibited or unenforceable or is held to be void or unenforceable in
any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
SECTION
16. Agreement of Parties. The Seller and the
Purchaser agree to execute and deliver such instruments and take such actions
as
either of the others may, from time to time, reasonably request in order
to
effectuate the purpose and to carry out the terms of this Agreement and the
Pooling and Servicing Agreement.
SECTION
17. Survival. The Seller agrees
that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed
to be
relied upon by the Purchaser, notwithstanding any investigation heretofore
or
hereafter made by the Purchaser or on its behalf, and that the representations,
warranties and agreements made by the Seller herein or in any such certificate
or other instrument shall survive the delivery of and payment for the Mortgage
Loans and shall continue in full force and effect, notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes and notwithstanding
subsequent termination of this Agreement, the Pooling and Servicing Agreement
or
the Trust Fund.
SECTION
18. GOVERNING LAW.
THIS AGREEMENT
AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES
HERETO
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS AND
DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCPLES OF CONFLICTS
OF
LAW OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH
SHALL GOVERN.
SECTION
19. Miscellaneous. This Agreement may
be executed in
two or more counterparts, each of which when so executed and delivered shall
be
an original, but all of which together shall constitute one and the same
instrument. This Agreement shall inure to the benefit of and be binding upon
the
parties hereto and their respective successors and assigns. This Agreement
supersedes all prior agreements and understandings relating to the subject
matter hereof. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the change, waiver, discharge
or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
The
NIMS Insurer, if any, shall be a third-party beneficiary hereof and may enforce
the terms hereof as if a party hereto.
It
is the express intent of the parties hereto that the conveyance of the
Mortgage Loans by the Seller to the Purchaser as provided in Section 4 hereof
be, and be construed as, a sale of the Mortgage Loans by the Seller to the
Purchaser and not as a pledge of the Mortgage Loans by the Seller to the
Purchaser to secure a debt or other obligation of the Seller. However, in
the
event that, notwithstanding the aforementioned intent of the parties, the
Mortgage Loans are held to be property of the Seller, then, (a) it is the
express intent of the parties that such conveyance be deemed a pledge of
the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller and (b) (1) this Agreement shall also be deemed
to be a
security agreement within the meaning of Articles 8 and 9 of the New York
Uniform Commercial Code; (2) the conveyance provided for in Section 4 hereof
shall be deemed to be a grant by the Seller to the Purchaser of a security
interest in all of the Seller’s right, title and interest in and to the Mortgage
Loans and all amounts payable to the holders of the Mortgage Loans in accordance
with the terms thereof and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts, other than investment
earnings, from time to time held or invested in the Collection Account whether
in the form of cash, instruments, securities or other property; (3) the
possession by the Purchaser or its agent of Mortgage Notes, the related
Mortgages and such other items of property that constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be “possession” for
purposes of perfecting the security interest pursuant to the New York Uniform
Commercial Code; and (4) notifications to persons holding such property,
and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the
Purchaser for the purpose of perfecting such security interest under applicable
law. The Seller and the Purchaser shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans,
such
security interest would be deemed to be a perfected security interest of
first
priority under applicable law and will be maintained as such throughout the
term
of this Agreement and the Pooling and Servicing Agreement.
SECTION
20. Obligations of ACC Capital Holdings Corporation.
ACC Capital Holdings Corporation (“ACCH”) agrees with the Purchaser and any
assignee of the Purchaser as follows: as an inducement to the Purchaser’s
agreement to purchase the Mortgage Loans from the Seller, to indemnify and
hold
harmless the Purchaser and any assignee of the Purchaser against any failure
by
the Seller to repurchase or substitute for any Mortgage Loan pursuant to
Section
7 hereof; provided, however, ACCH may at any time terminate its obligations
pursuant to this Section 20 so long as it receives written confirmation from
the
Rating Agencies that such termination would not result in a withdrawal or
a
downgrade by any Rating Agency of the rating on any Class of
Certificates.
IN
WITNESS WHEREOF, the Seller and the Purchaser have caused their names
to be signed by their respective officers thereunto duly authorized as of
the
date first above written.
|
AMERIQUEST
MORTGAGE COMPANY
|
|
|
|
|
|
By:
|
/s/
Xxxx X. Xxxxxx
|
|
Name:
|
Xxxx
X. Xxxxxx
|
|
Title:
|
Executive
Vice President
|
|
|
|
|
|
|
|
ARGENT
SECURITIES INC.
|
|
|
|
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|
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By:
|
/s/
Xxxx X. Xxxxxx
|
|
Name:
|
Xxxx
X. Xxxxxx
|
|
Title:
|
Chief
Financial Officer
|
|
For
purposes of Section 20:
ACC
CAPITAL HOLDINGS CORPORATION
|
|
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|
|
|
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By:
|
/s/
Xxxx X. Xxxxxx
|
|
Name:
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Xxxx
X. Xxxxxx
|
|
Title:
|
Executive
Vice President
|
EXHIBIT
E
REQUEST
FOR RELEASE OF DOCUMENTS
|
|
To:
|
Deutsche
Bank National Trust
Company
|
0000
Xxxx Xx. Xxxxxx Xxxxx
Xxxxx
Xxx, XX 00000-0000
Attn:
Trust Administration – AR0603
|
|
Re:
|
Pooling
and Servicing Agreement, dated as of March 1, 2006, among
Argent Securities Inc., as Depositor, Ameriquest Mortgage Company,
as
Master Servicer, and Deutsche Bank National Trust Company, as
Trustee
|
Ladies
and Gentlemen:
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 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
|
|
________
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2.
|
Foreclosure
|
|
________
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3.
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Substitution
|
|
________
|
4.
|
Other
Liquidation (Repurchases, etc.)
|
|
________
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5.
|
Nonliquidation
Reason:____________________________________
|
Address
to which Trustee should deliver
the
Trustee’s Mortgage File:
|
By:
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(authorized
signer)
|
|
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Issuer:
|
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|
Address:
|
|
|
|
Date:
|
|
|
Trustee
Deutsche
Bank National Trust Company
Please
acknowledge the execution of the above request by your signature
and date below:
|
_____________________
Signature
Documents
returned to Trustee:
_____________________
Trustee
|
____________________________
Date
____________________________
Date
|
EXHIBIT
F-1
FORM
OF TRANSFEROR REPRESENTATION LETTER
[DATED]
Deutsche
Bank National Trust Company
0000
Xxxx Xx. Xxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000-0000
|
|
Re:
|
Argent
Securities Inc., Asset-Backed Pass-Through Certificates,
Series 2006-W3, Class [CE] [P] [R] [R-X], [representing a
[ ]% Percentage Interest] [with an aggregate
Certificate Principal Balance of _____] [with a Notional Amount
of
_____]
|
Ladies
and Gentlemen:
In
connection with the transfer by ________________ (the “Transferor”) to
________________ (the “Transferee”) of the above-captioned asset-backed
pass-through certificates (the “Certificates”), the Transferor hereby certifies
as follows:
Neither
the Transferor nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in
any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition
or
other transfer of any Certificate, any interest in any Certificate or any
other
similar security from any person in any manner, (c) has otherwise approached
or
negotiated with respect to any Certificate, any interest in any Certificate
or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner,
(e)
has taken any other action that (in the case of each of subclauses (a) through
(d) above) would constitute a distribution of the Certificates under the
Securities Act of 1933, as amended (the “1933 Act”), or would render the
disposition of any Certificate a violation of Section 5 of the 1933 Act or
any
state securities law or would require registration or qualification pursuant
thereto. The Transferor will not act, nor has it authorized or will it authorize
any person to act, in any manner set forth in the foregoing sentence with
respect to any Certificate. The Transferor will not sell or otherwise transfer
any of the Certificates, except in compliance with the provisions of that
certain Pooling and Servicing Agreement, dated as of March 1, 2006, among
Argent
Securities Inc. as Depositor, Ameriquest Mortgage Company as Master Servicer
and
Deutsche Bank National Trust Company as Trustee (the “Pooling and Servicing
Agreement”), pursuant to which Pooling and Servicing Agreement the Certificates
were issued.
Capitalized
terms used but not defined herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
|
Very
truly yours,
|
|
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[Transferor]
|
|
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By:
|
|
|
Name:
|
|
|
Title:
|
|
FORM
OF TRANSFEREE REPRESENTATION LETTER
[Date]
Deutsche
Bank National Trust Company
0000
Xxxx Xx. Xxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000-0000
|
|
Re:
|
Argent
Securities Inc., Asset-Backed Pass-Through Certificates,
Series 2006-W3, Class [CE] [P] [R] [R-X], [representing a
[ ]% Percentage Interest] [with an aggregate
Certificate Principal Balance of _____] [with a Notional Amount
of
_____]
|
Ladies
and Gentlemen:
In
connection with the purchase from ______________________ (the
“Transferor”) on the date hereof of the above-captioned trust certificates (the
“Certificates”), _______________ (the “Transferee”) hereby certifies as
follows:
1. The
Transferee is a “qualified institutional buyer” as that term is
defined in Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “1933 Act”) and has completed either of the forms of certification to that
effect attached hereto as Annex 1 or Annex 2. The Transferee is aware that
the
sale to it is being made in reliance on Rule 144A. The Transferee is acquiring
the Certificates for its own account or for the account of a qualified
institutional buyer, and understands that such Certificate 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 1933 Act.
2. The
Transferee has been furnished with all information regarding (a) the
Certificates and distributions thereon, (b) the nature, performance and
servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
referred to below, and (d) any credit enhancement mechanism associated with
the
Certificates, that it has requested.
All
capitalized terms used but not otherwise defined herein have the
respective meanings assigned thereto in the Pooling and Servicing Agreement,
dated as of March 1, 2006, among Argent Securities Inc. as Depositor, Ameriquest
Mortgage Company as Master Servicer and Deutsche Bank National Trust Company
as
Trustee, pursuant to which the Certificates were issued.
|
[TRANSFEREE]
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
ANNEX
1 TO EXHIBIT F-1
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees Other Than Registered Investment Companies]
The
undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Deutsche Bank National Trust Company as Trustee, with respect
to the asset-backed pass-through certificates (the “Certificates”) described in
the Transferee Certificate to which this certification relates and to which
this
certification is an Annex:
1. As
indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the entity
purchasing the Certificates (the “Transferee”).
2. In
connection with purchases by the Transferee, the Transferee 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 Transferee
owned and/or invested on a discretionary basis $______________________ in
securities (except for the excluded securities referred to below) as of the
end
of the Transferee’s most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria
in the
category marked below.
|
|
___
|
Corporation,
Etc. The Transferee is a
corporation (other than a bank, savings and loan association or similar
institution), Massachusetts or similar business trust, partnership,
or any
organization described in Section 501(c)(3) of the Internal Revenue
Code
of 1986, as amended.
|
|
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___
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Bank.
The Transferee (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.
|
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___
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Savings
and Loan. The Transferee (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
1Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in
that
case, Transferee must own and/or invest on a discretionary basis
at least
$10,000,000 in securities. $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached
hereto.
|
|
|
___
|
Broker-Dealer.
The Transferee is a dealer
registered pursuant to Section 15 of the Securities Exchange Act
of 1934,
as amended.
|
|
|
___
|
Insurance
Company. The Transferee 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 Transferee 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 Transferee is an employee
benefit plan within the meaning of Title I of the Employee Retirement
Income Security Act of 1974, as amended.
|
|
|
___
|
Investment
Advisor. The Transferee is an
investment advisor registered under the Investment Advisers Act of
1940,
as amended.
|
3. The
term “Securities” as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are
part
of an unsold allotment to or subscription by the Transferee, if the Transferee
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 Transferee, the Transferee
used
the cost of such securities to the Transferee and did not include any of
the
securities referred to in the preceding paragraph. Further, in determining
such
aggregate amount, the Transferee may have included securities owned by
subsidiaries of the Transferee, but only if such subsidiaries are consolidated
with the Transferee in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Transferee’s direction. However, such
securities were not included if the Transferee is a majority-owned, consolidated
subsidiary of another enterprise and the Transferee is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.
5. The
Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor 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 Transferee may be in reliance on Rule 144A.
|
|
_____
|
_____
|
Will
the Transferee be purchasing the
Certificates
|
|||
|
|
Yes
|
No
|
only
for the Transferee’s own account?
|
|
||
6. If
the answer to the foregoing question is “no”, the Transferee agrees
that, in connection with any purchase of securities sold to the Transferee
for
the account of a third party (including any separate account) in reliance
on
Rule 144A, the Transferee will only purchase for the account of a third party
that at the time is a “qualified institutional buyer” within
the
meaning of Rule 144A. In addition, the Transferee agrees that the
Transferee will not purchase securities for a third party unless the Transferee
has obtained a current representation letter from such third party or taken
other appropriate steps contemplated by Rule 144A to conclude that such third
party independently meets the definition of “qualified institutional buyer” set
forth in Rule 144A.
7. The
Transferee 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 Transferee’s purchase of the Certificates will
constitute a reaffirmation of this certification as of the date of such
purchase. In addition, if the Transferee is a bank or savings and loan as
provided above, the Transferee agrees that it will furnish to such parties
updated annual financial statements promptly after they become
available.
Dated:
|
Print
Name of Transferee
|
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|
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|
By:
|
|
|
Name:
|
|
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Title:
|
|
ANNEX
2 TO EXHIBIT F-1
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees That Are Registered Investment Companies]
The
undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Deutsche Bank National Trust Company, as Trustee, with respect
to the asset-backed pass-through certificates (the “Certificates”) described in
the Transferee Certificate to which this certification relates and to which
this
certification is an Annex:
1. As
indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the entity purchasing the Certificates
(the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that
term is defined in Rule 144A under the Securities Act of 1933, as amended
(“Rule
144A”) because the Transferee is part of a Family of Investment Companies (as
defined below), is such an officer of the investment adviser (the
“Adviser”).
2. In
connection with purchases by the Transferee, the Transferee is a
“qualified institutional buyer” as defined in Rule 144A because (i) the
Transferee is an investment company registered under the Investment Company
Act
of 1940, as amended, and (ii) as marked below, the Transferee alone, or the
Transferee’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 Transferee’s most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee’s Family of
Investment Companies, the cost of such securities was used.
____
The
Transferee owned $___________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee’s most recent
fiscal year (such amount being calculated in accordance with Rule
144A).
____
The
Transferee 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 Transferee’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 Transferee or are part of the Transferee’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
Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A. In addition, the Transferee
will
only purchase for the Transferee’s own account.
6. The
undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee’s purchase of the Certificates will constitute a
reaffirmation of this certification by the undersigned as of the date of
such
purchase.
Dated:
|
Print
Name of Transferee or Advisor
|
|
|
By:
|
|
|
|
Name
|
|
|
Title
|
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|
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IF
AN ADVISER:
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Print
Name of Buyer
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FORM
OF TRANSFEREE REPRESENTATION LETTER
The
undersigned hereby certifies on behalf of the purchaser named below
(the “Purchaser”) as follows:
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1.
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I
am an executive officer of the
Purchaser.
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2. The
Purchaser is a “qualified institutional buyer”, as defined in Rule
144A, (“Rule 144A”) under the Securities Act of 1933, as amended.
3. As
of the date specified below (which is not earlier than the last day of
the Purchaser’s most recent fiscal year), the amount of “securities”, computed
for purposes of Rule 144A, owned and invested on a discretionary basis by
the
Purchaser was in excess of $100,000,000.
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Name
of Purchaser
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____________________________________________________________
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By:
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(Signature)
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____________________________________________________________
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Name
of Signatory
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____________________________________________________________
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Title
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________________________________________________________________________
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Date
of this certificate
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____________________________________________________________
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Date
of information provided in paragraph 3
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__________________________________________
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EXHIBIT
F-2
FORM
OF TRANSFER AFFIDAVIT AND AGREEMENT
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STATE
OF NEW YORK
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)
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)
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ss.:
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COUNTY
OF NEW YORK
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)
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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 Argent
Securities Inc., as depositor (the “Depositor”), Ameriquest Mortgage
Company, as
master servicer (the “Servicer”),
and Deutsche Bank National Trust Company, as trustee (the “Trustee”). Capitalized terms
used, but not
defined herein or in Exhibit 1 hereto, shall have the meanings ascribed to
such terms in the Agreement. The Transferee has authorized the undersigned
to
make this affidavit on behalf of the Transferee for the benefit of the Depositor
and the Trustee.
2. The
Transferee is, as of the date hereof, and will be, as of the date of
the Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
Interest in the Certificate for its own account. The Transferee has no knowledge
that any such affidavit is false.
3. The
Transferee has been advised of, and understands that (i) a tax
will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or,
if such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent;
and
(iii) the Person otherwise liable for the tax shall be relieved of
liability for the tax if the subsequent Transferee furnished to such Person
an
affidavit that such subsequent Transferee is a Permitted Transferee and,
at the
time of Transfer, such Person does not have actual knowledge that the affidavit
is false.
4. The
Transferee has been advised of, and understands that a tax will be
imposed on a “pass-through entity” holding the Certificate if at any time during
the taxable year of the pass-through entity a Person that is not a Permitted
Transferee is the record holder of an interest in such entity. The Transferee
understands that such tax will not be imposed for any period with respect
to
which the record holder furnishes to the pass-through entity an affidavit
that
such record holder is a Permitted Transferee and the pass-through entity
does
not have actual knowledge that such affidavit is false. (For this purpose,
a
“pass-through entity” includes a regulated investment company, a real estate
investment trust or common trust fund, a partnership, trust or estate, and
certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)
5. The
Transferee has reviewed the provisions of Section 5.02(c) 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(c) 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.
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8.
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The
Transferee’s taxpayer identification number is
___________.
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9.
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The
Transferee is a U.S. Person as defined in Code
Section 7701(a)(30).
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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.
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12.
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Check
one of the following:
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[_] The
present value of the anticipated tax liabilities
associated with holding the Certificate, as applicable, does not exceed the
sum
of:
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(i)
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the
present value of any consideration given to the Transferee to
acquire such Certificate;
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(ii)
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the
present value of the expected future distributions on such
Certificate; and
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(iii)
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the
present value of the anticipated tax savings associated with
holding such Certificate as the related REMIC generates
losses.
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For
purposes of this calculation, (i) the Transferee is assumed to pay
tax at the highest rate currently specified in Section 11(b) of the Code
(but
the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the
highest rate specified in Section 11(b) of the Code if the Transferee has
been
subject to the alternative minimum tax under Section 55 of the Code in the
preceding two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate) and (ii) present values are
computed using a discount rate equal to the short-term Federal rate prescribed
by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Transferee.
[_] The
transfer of the Certificate complies with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and,
accordingly,
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(i)
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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;
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(ii)
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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;
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(iii)
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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
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(iv)
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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.
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[_] 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 .
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[OWNER]
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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.
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Subscribed
and sworn before me this
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day
of
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,
20 .
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NOTARY
PUBLIC
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My
Commission expires the __ day
of
_________, 20__
FORM
OF TRANSFEROR AFFIDAVIT
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STATE
OF NEW YORK
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)
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)
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ss.:
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COUNTY
OF NEW YORK
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)
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_______________________________________,
being duly sworn, deposes,
represents and warrants _____________________________ as follows:
1.
I
am a ____________________ of (the “Owner”), a corporation duly
organized and existing under the laws of ______________, on behalf of whom
I
make this affidavit.
2.
The
Owner is not transferring the Class [R] [R-X] (the “Residual
Certificates”) to impede the assessment or collection of any tax.
3.
The
Owner has no actual knowledge that the Person that is the proposed
transferee (the “Purchaser”) of the Residual Certificates: (i) has insufficient
assets to pay any taxes owed by such proposed transferee as holder of the
Residual Certificates; (ii) may become insolvent or subject to a bankruptcy
proceeding for so long as the Residual Certificates remain outstanding and
(iii)
is not a Permitted Transferee.
4.
The
Owner understands that the Purchaser has delivered to the Certificate
Registrar a transfer affidavit and agreement in the form attached to the
Pooling
and Servicing Agreement as Exhibit F-2. The Owner does not know or believe
that
any representation contained therein is false.
5.
At
the time of transfer, the Owner has conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated
by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Owner has determined that the Purchaser has historically
paid
its debts as they became due and has found no significant evidence to indicate
that the Purchaser will not continue to pay its debts as they become due
in the
future. The Owner understands that the transfer of a Residual Certificate
may
not be respected for United States income tax purposes (and the Owner may
continue to be liable for United States income taxes associated therewith)
unless the Owner has conducted such an investigation.
6.
Capitalized
terms not otherwise defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.
IN
WITNESS WHEREOF, the Owner has caused this instrument to be executed
on its behalf, pursuant to the authority of its Board of Directors, by its
[Vice] President, attested by its [Assistant] Secretary, this ____ day of
___________, 200__.
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[OWNER]
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By:
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Name:
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Title: [Vice]
President
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ATTEST:
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By:
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Name:
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Title:
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[Assistant]
Secretary
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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 a [Vice]
President of the Owner, and acknowledged to me that [he/she] executed the
same
as [his/her] free act and deed and the free act and deed of the
Owner.
Subscribed
and sworn before me this ____ day of __________,
200__.
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Notary
Public
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County
of ____________________
State
of _______________________
My
Commission expires:
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EXHIBIT
G
FORM
OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE
_____________,
200__
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Argent
Securities Inc.
1100
Xxxx & Xxxxxxx Xxxx
Xxxxxx,
Xxxxxxxxxx 00000
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Xeutsche
Bank National Trust Company
1700
Xxxx Xx. Xxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000-0000
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Ameriquest
Mortgage Company
1100
Town & Country Road
Orange,
California 92868
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Re:
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Argent
Securities Inc., Asset-Backed Pass-Through Certificates,
Series 2006-W3, Class [ ]
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Dear
Ladies and Gentlemen:
__________________________________
(the “Transferee”) intends to acquire
from _____________________ (the “Transferor”) $____________ Initial Certificate
Principal Balance of Argent Securities Inc., Asset-Backed Pass-Through
Certificates, Series 2006-W3, Class ___ (the “Certificates”), issued pursuant to
a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated
as of March 1, 2006, among Argent Securities Inc. as depositor (the
“Depositor”), Ameriquest Mortgage Company as master servicer (the “Master
Servicer”) and Deutsche Bank National Trust Company as trustee (the “Trustee”).
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned thereto in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to, and covenants with the Depositor,
the
Trustee and the Master Servicer that the following statements in either (1)
or
(2) are accurate:
4. 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, Xxxxx 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, as amended (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.
§ 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 C.F.R. § 2510.3-101.
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Very
truly yours,
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By:
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Name:
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Title:
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EXHIBIT
H
FORM
OF INTEREST RATE SWAP AGREEMENT
[DEUTSCHEBANK
LOGO]
[DEUTSCHEBANK
LOGO]
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Date:
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March
29, 2006
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To:
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Deutsche
Bank National Trust Company, not in its individual
capacity, but solely as Trustee for Argent Securities Inc., Asset-Backed
Pass-Through Certificates, Series 2006-W3
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Attention:
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Trust
Administration – AR0603
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Facsimile
no.:
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(000)
000-0000
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Our
Reference:
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Global
No. N458340N
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Re:
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Interest
Rate Swap Transaction
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Ladies
and Gentlemen:
The
purpose of this letter agreement ("Agreement") is to confirm the
terms and conditions of the Transaction entered into on the Trade Date specified
below (the "Transaction") between Deutsche Bank AG ("DBAG") and HSBC Bank
USA,
National Association, not individually, but solely as trustee of the
Supplemental Interest Trust (“Counterparty”) created under the Pooling and
Servicing Agreement, dated and effective as of March 1, 2006, among
Argent Securities Inc., as
Depositor, Ameriquest Mortgage Company, as Master Servicer, and Deutsche
Bank
National Trust Company, as Trustee (the “Pooling and Servicing Agreement”). This
Agreement, which evidences a complete and binding agreement between you and
us
to enter into the Transaction on the terms set forth below, constitutes a
"Confirmation" as referred to in the "ISDA Form Master Agreement" (as defined
below), as well as a “Schedule” as referred to in the ISDA Form Master
Agreement.
1. This
Agreement is subject to the
2000 ISDA Definitions (the
“Definitions”), as published by
the International Swaps and Derivatives
Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement
in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement
(Multicurrency—Cross Border) form (the "ISDA Form Master Agreement") but,
rather, an ISDA Form Master Agreement shall be deemed to have been executed
by
you and us on the date we entered into the Transaction. In the event of any
inconsistency between the provisions of this Agreement and the Definitions
or
the ISDA Form Master Agreement, this Agreement shall prevail for purposes
of the
Transaction. Terms capitalized but not defined herein shall have the meanings
attributed to them in the Pooling and Servicing Agreement.
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2.
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The
terms of the particular Transaction to which this Confirmation
relates are as follows:
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Notional
Amount:
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With
respect to any Calculation Period, the amount set forth for
such period in Schedule I attached
hereto.
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Trade
Date:
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March
14, 2006
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Effective
Date:
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Maxxx
00, 0000
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Xxxxxxxxxxx
Xate:
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April
25, 2010
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Fixed
Amounts:
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Fixed
Rate Payer:
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Counterparty
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Fixed
Rate Payer Period End Dates:
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The
25th day of each month, commencing April 25, 2006, through and
including the Termination Date, subject to No
Adjustment
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Fixed
Rate Payer Payment Dates:
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The
25th day of each month, commencing April 25, 2006, through and
including the Termination Date, subject to adjustment in accordance
with
the Following Business Day Convention.
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Fixed
Amounts:
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The
Fixed Amount payable by Counterparty shall be an amount equal
to (i) the Notional Amount for such Fixed Rate Payer Payment Date
* (ii)
Fixed Rate * (iii) 250 * (iv) Fixed Rate Day Count Fraction
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Fixed
Rate:
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5.18
%
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Fixed
Rate Day Count Fraction:
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30/360
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Floating
Amounts:
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Floating
Rate Payer:
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DBAG
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Floating
Rate Payer Period End Dates:
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The
25th day of each month, commencing April 25, 2006, through and
including the Termination Date, subject to adjustment in accordance
with
the Modified Following Business Day Convention; provided, however,
that
the final Period End Date shall be subject to No
Adjustment.
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Floating
Rate Payer Payment Dates:
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The
25th day of each month, commencing April 25, 2006, through and
including the Termination Date, subject to adjustment in accordance
with
the Modified Following Business Day Convention.
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Floating
Amounts:
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The
Floating Amount payable by DBAG shall be an amount equal to (i)
the Notional Amount for such Floating Rate Payer Payment Date * (ii)
Floating Rate * (iii) 250 * (iv) Floating Rate Day Count Fraction
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Floating
Rate Option:
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USD-LIBOR-BBA
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Designated
Maturity:
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1
month
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Spread:
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None
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Floating
Rate Day Count Fraction:
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Actual/360
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Reset
Dates:
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The
first day of each Calculation
Period
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Compounding:
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Inapplicable
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Calculation
Agent:
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DBAG
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Business
Days:
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New
York
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3.
Additional
Provisions:
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Each
party hereto is hereby advised and acknowledges that the other
party has engaged in (or refrained from engaging in) substantial
financial
transactions and has taken (or refrained from taking) other material
actions in reliance upon the entry by the parties into the Transaction
being entered into on the terms and conditions set forth herein and
in the
Confirmation relating to such Transaction, as
applicable.
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4.
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Provisions
Deemed Incorporated in a Schedule to the ISDA Form
Master Agreement:
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1)
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The
parties agree that subparagraph (ii) of Section 2(c) of the
ISDA Form Master Agreement will apply to any
Transaction.
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2)
Termination
Provisions.
Subject to the provisions of paragraph 13 below, for purposes of the ISDA
Form
Master Agreement:
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(a)
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"Specified
Entity" is not applicable to DBAG or Counterparty for
any purpose.
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(b)
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“Breach
of Agreement” provision of Section 5(a)(ii) will not apply
to DBAG or Counterparty.
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(c) “Credit
Support Default” provisions of Section 5(a)(iii) will not apply to Counterparty
and will not apply to DBAG unless DBAG has obtained a guarantee or posted
collateral pursuant to paragraph 12 below.
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(d)
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“Misrepresentation”
provisions
of Section 5(a)(iv) will not apply
to DBAG or Counterparty.
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(e) "Specified
Transaction" is not applicable to DBAG or Counterparty for any purpose, and,
accordingly, Section 5(a)(v) shall not apply to DBAG or
Counterparty.
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(f)
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The
"Cross Default" provisions of Section 5(a)(vi) will not apply
to DBAG or to Counterparty.
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(g) With
respect to the Counterparty, the "Bankruptcy" provision of Section 5(a)(vii)(2)
will be deleted in its entirety.
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(h)
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The
"Merger Without Assumption" provisions of Section 5(a)(viii)
will not apply to Counterparty.
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(i)
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The
"Tax Event Upon Merger" provisions of Section 5(b)(iii) will
not apply to DBAG as Burdened Party.
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(j)
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The
"Credit Event Upon Merger" provisions of Section 5(b)(iv) will
not apply to DBAG or to Counterparty.
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(k)
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The
"Automatic Early Termination" provision of Section 6(a) will
not apply to DBAG or to Counterparty.
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(l)
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Payments
on Early Termination. For the purpose of Section 6(e) of
the ISDA Form Master Agreement:
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(i)
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Market
Quotation will apply.
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(ii)
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The
Second Method will apply.
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(m)
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"Termination
Currency" means United States
Dollars.
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3)
Tax Representations.
Payer
Representations. For the purpose of Section 3(e) of the ISDA Form
Master Agreement, DBAG and Counterparty make the following
representations:
It
is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant Jurisdiction
to
make any deduction or withholding for or on account of any Tax from any payment
(other than interest under Section 2(e), 6(d)(ii) or 6(e) of the ISDA Form
Master Agreement) to be made by it to the other party under this Agreement.
In
making this representation, it may rely on (i) the accuracy of any
representations made by the other party pursuant to Section 3(f) of the ISDA
Form Master Agreement, (ii) the satisfaction of the agreement contained in
Section 4(a)(i) or 4(a)(iii) of the ISDA Form Master Agreement and the accuracy
and effectiveness of any document provided by the other party pursuant to
Section 4(a)(i) or 4(a)(iii) of the ISDA Form Master Agreement and (iii)
the
satisfaction of the agreement of the other party contained in Section 4(d)
of
the ISDA Form Master Agreement, provided that it shall not be a breach of
this
representation where reliance is placed on clause (ii) and the other party
does
not deliver a form or document under Section 4(a)(iii) by reason of material
prejudice of its legal or commercial position.
Payee
Representations. For the purpose of Section 3 (f) of the ISDA Form
Master Agreement, DBAG and Counterparty make the following
representations:
(i) DBAG
represents that it is a “foreign person” within the meaning of the applicable
U.S. Treasury Regulations concerning information reporting and backup
withholding tax (as in effect on January 1, 2001), unless DBAG provides written
notice to Counterparty that it is no longer a foreign person. In respect
of this
Transaction it enters into through an office or discretionary agent in the
United States or which otherwise is allocated for United States federal income
tax purposes to such United States trade or business, each payment received
or
to be received by it under such Transaction will be effectively connected
with
its conduct of a trade or business in the United States.
(ii) Counterparty
represents that it is trustee for the Trust created under
the Pooling and Servicing Agreement.
4)
The ISDA Form Master Agreement is hereby amended as
follows:
(a)
The word “third” shall be replaced by the word “second” in the third
line of Section 5(a)(i) of the ISDA Form Master Agreement;
5)
Documents
to be Delivered. For the purpose of Section 4(a)(i) and (ii) of
the ISDA Form Master
Agreement, each party agrees to deliver the following documents, as
applicable:
|
(1)
|
Tax
forms, documents, or certificates to be delivered
are:
|
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
|
DBAG
and
the
Counterparty
|
Any
document required or reasonably requested to allow the other
party to make payments under this Agreement without any deduction
or
withholding for or on the account of any Tax or with such deduction
or
withholding at a reduced rate
|
Promptly
after the earlier of (i) reasonable demand by either party
or (ii) learning that such form or document is
required
|
|
(2)
|
Other
documents to be delivered
are:
|
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
Covered
by Section 3(d) Representation
|
|
DBAG
and
the
Counterparty
|
Any
documents required by the receiving party to evidence the
authority of the delivering party or its Credit Support Provider,
if any,
for it to execute and deliver this Agreement, any Confirmation, and
any
Credit Support Documents to which it is a party, and to evidence
the
authority of the delivering party or its Credit Support Provider
to
perform its obligations under this Agreement, such Confirmation and/or
Credit Support Document, as the case may be
|
Upon
the execution and delivery of this Agreement and
such Confirmation
|
Yes
|
|
DBAG
and
the
Counterparty
|
A
certificate of an authorized officer of the party, as to the
incumbency and authority of the respective officers of the party
signing
this Agreement, any relevant Credit Support Document, or any Confirmation,
as the case may be
|
Upon
the execution and delivery of this Agreement and such
Confirmation
|
Yes
|
6)
Miscellaneous
|
(a)
|
Address
for Notices: For the purposes of Section 12(a) of the
ISDA Form Master Agreement:
|
|
|
Addresses
for notices or communications to
DBAG:
|
Addresses
for notices to DBAG under Sections 5 or 6 (other than notices
under Section 5(a)(i)) shall be sent to:
Deutsche
Bank AG, Head Office
Taxxxxxxxxxx
00
00000
Xxxxxxxxx
XXXXXXX
Attention:
Legal Department
Telex
No: 411836 or 416731 or 41233
|
|
Answerback:
|
DBF-D
|
All
other notices to DBAG shall be sent directly to the Office through
which DBAG is acting for the relevant Transaction, using the address and
contact
particulars specified in the Confirmation of that Transaction or otherwise
notified.
|
|
Address
for notices or communications to the
Counterparty:
|
|
|
Address:
|
Argent
Mortgage Securities Inc.,
|
Asset-Backed
Pass-Through Certificates, Series 2006-W3
c/o
Deutsche Bank National Trust Company
1700
Xxxx Xx. Xxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000-0000
Attention:
Trust Administration AR0603
Facsimile
No. (000) 000-0000
(For
all purposes)
|
(b)
|
Process
Agent. For the purpose of Section
13(c):
|
|
|
DBAG
appoints as its
|
Not
Applicable
|
|
|
The
Counterparty appoints as its
|
Not
Applicable
|
|
(c)
|
Offices.
The provisions of Section 10(a) will not apply to this
Agreement.
|
|
(d)
|
Multibranch
Party. For the purpose of Section 10(c) of the
ISDA Form Master Agreement:
|
|
|
DBAG
is not a Multibranch Party.
|
The
Counterparty is not a Multibranch Party.
|
(e)
|
Calculation
Agent. The Calculation Agent is
DBAG.
|
|
(f)
|
Credit
Support Document.
|
DBAG:
Not applicable, except for any guarantee or contingent agreement
delivered pursuant to paragraph 12 below.
|
|
The
Counterparty:
|
Not
Applicable
|
|
(g)
|
Credit
Support Provider.
|
DBAG: Not
Applicable for so long as no Credit Support Document is delivered
under paragraph 12 below, otherwise, to the party that is the primary obligor
under the Credit Support Document.
|
|
The
Counterparty:
|
Not
Applicable
|
(h) Governing
Law. The parties to this Agreement hereby agree that the law of
the State of New York shall govern their rights and duties in whole without
regard to conflict of law provisions thereof other than New York General
Obligations Law Sections 5-1401 and 5-1402.
(i) Severability. If
any term, provision, covenant, or condition of this Agreement, or the
application thereof to any party or circumstance, shall be held to be invalid
or
unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants, and conditions hereof shall continue in full force
and
effect as if this Agreement had been executed with the invalid or unenforceable
portion eliminated, so long as this Agreement as so modified continues to
express, without material change, the original intentions of the parties
as to
the subject matter of this Agreement and the
deletion
of such portion of this Agreement will not substantially impair
the respective benefits or expectations of the parties.
The
parties shall endeavor to engage in good faith negotiations to
replace any invalid or unenforceable term, provision, covenant or condition
with
a valid or enforceable term, provision, covenant or condition, the economic
effect of which comes as close as possible to that of the invalid or
unenforceable term, provision, covenant or condition.
(j) Consent
to Recording. Each party hereto
consents to the monitoring or recording, at any time and from time to time,
by
the other party of any and all communications between officers or employees
of
the parties, waives any further notice of such monitoring or recording, and
agrees to notify its officers and employees of such monitoring or recording.
(k) Waiver
of Jury Trial. Each party waives
any right it may have to a trial by jury in respect of any Proceedings relating
to this Agreement or any Credit Support Document.
(l) Trustee
Capacity. is expressly understood and agreed by the parties hereto that (i)
this
Agreement is executed and delivered by Deutsche Bank National Trust Company,
not
individually or personally but solely as trustee of Argent Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2006-W3, in the exercise of
the
powers and authority conferred and vested in it under the Pooling and Servicing
Agreement, (ii) each of the representations, undertakings and agreements
herein
made on the part of the Trust is made and intended not as personal
representations, undertakings and agreements by Deutsche Bank National Trust
Company but is made and intended for the purpose of binding only the Trust,
(iii) nothing herein contained shall be construed as creating any liability
on
the part of Deutsche Bank National Trust Company, individually or personally,
to
perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties hereto and by any
Person claiming by, through or under the parties hereto and (iv) under no
circumstances shall Deutsche Bank National Trust Company be personally liable
for the payment of any indebtedness or expenses of the Trust or be liable
for
the breach or failure of any obligation, representation, warranty or covenant
made or undertaken by Party B under this Agreement or any other related
documents.
(m) Proceedings.
DBAG shall not institute against or cause any
other person to institute against, or join any other person in instituting
against, Argent Securities Inc. or Party B any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings
under
any federal or state bankruptcy or similar law for a period of one year and
one
day (or, if longer, the applicable preference period) following payment in
full
of the Certificates. This provision will survive the termination of this
Agreement.
(n) DBAG
hereby agrees that, notwithstanding any provision of this agreement to the
contrary, Counterparty’s obligations to pay any amounts owing under this
Agreement shall be subject to Section [5.01] of the Pooling and Servicing
Agreement and DBAG’s right to receive payment of such amounts shall be subject
to Section [5.01] of the Pooling and Servicing Agreement. This provision
will
survive the termination of this Agreement.
7)
"Affiliate." DBAG and Counterparty shall be deemed to not have any
Affiliates for purposes of this Agreement, including for purposes of Section
6(b)(ii). This provision will survive the termination of this
Agreement.
8)
Section 3 of the ISDA Form Master Agreement is hereby amended by
adding at the end thereof the following subsection (g):
|
|
"(g)
|
Relationship
Between Parties.
|
|
|
Each
party represents to the other party on each date when it
enters into a Transaction that:--
|
(1)
Nonreliance.
It is not
relying on any statement or representation of the other party regarding the
Transaction (whether written or oral), other than the representations expressly
made in this Agreement or the Confirmation in respect of that Transaction.
|
|
(2)
Evaluation
and
Understanding.
|
(i)
DBAG is acting for its own account and HSBC Bank USA, National
Association is acting as trustee for the Supplemental Interest Trust created
under the Pooling and Servicing Agreement and not for its own account. Each
party has the capacity to evaluate (internally or through independent
professional advice) the Transaction and has made its own decision to enter
into
the Transaction;
(ii)
It understands the terms, conditions and risks of the Transaction
and is willing and able to accept those terms and conditions and to assume
those
risks, financially and otherwise; and
(3)Purpose.
It is an “eligible swap participant” as
such term is defined in Section 35.1(b)(2) of the regulations (17 C.F.R 35)
promulgated under, and an “eligible contract participant” as defined in Section
1(a)(12) of, the Commodity Exchange Act, as amended, and it is entering into
the
Transaction for the purposes of managing its borrowings or investments, hedging
its underlying assets or liabilities or in connection with a line of business.
(4)Status
of Parties. The
other party is not acting as an agent, fiduciary or advisor for it in respect
of
the Transaction.”
9)
Set-off. Notwithstanding any provision
of this Agreement or any other existing or
future agreement, each party irrevocably waives any and all rights it may
have
to set off, net, recoup or otherwise withhold or suspend or condition payment
or
performance of any obligation between it and the other party hereunder against
any obligation between it and the other party under any other agreements.
The
provisions for Set-off set forth in Section 6(e) of the Agreement shall not
apply for purposes of this Transaction.
10)
Transfer,
Amendment and
Assignment. No transfer, amendment, waiver, supplement,
assignment or other modification of this Transaction shall be permitted by
either party unless each of Standard & Poor’s Ratings Service, a division of
The XxXxxx-Xxxx Companies, Inc. (“S&P”), Fitch Ratings Inc. (“Fitch”) and
Xxxxx’x Investors Service, Inc. (“Moody’s”) has been provided notice of the same
and confirms in writing (including by facsimile transmission) that it will
not
downgrade, qualify, withdraw or otherwise modify its then-current rating
of the
Certificates.
11)
Additional
Termination Events. The following Additional Termination Events
will apply, in each case
with respect Counterparty as the sole Affected Party (unless otherwise provided
below):
|
|
(i)
|
DBAG
fails to comply with the Rating Agency Downgrade provisions as
set forth in Section 12 below. For all purposes of this Agreement,
DBAG
shall be the sole Affected Party with respect to the occurrence of
a
Termination Event described in this Section
11(i).
|
|
|
(ii)
|
With
respect to Counterparty only, any amendment to the Pooling and
Servicing Agreement which materially adversely affects any of DBAG's
rights thereunder is made without prior written consent of DBAG,
where
such consent is required under the Pooling and Servicing
Agreement.
|
|
|
(iii)
|
If
the Trustee is unable to pay its Class A Certificates or fails
or admits in writing its inability to pay its Class A Certificates
as they
become due.
|
|
|
(iv)
|
If,
at any time, the Master Servicer, Class CE Certificateholders
or the NIMS Insurer (if any) purchases the Mortgage Loans pursuant
to
Section 9.01 of the Pooling and Servicing Agreement, then an Additional
Termination Event shall have occurred and Counterparty shall be the
sole
Affected Party with respect thereto; provided, however, that
notwithstanding Section 6(b)(iv) of the ISDA Form Master Agreement,
only
Counterparty shall have the right to designate an Early Termination
Date
in respect of this Additional Termination
Event.
|
|
|
(v)
|
If,
upon the occurrence of a Swap Disclosure Event (as defined in
Part 13 below) DBAG has not, within 15 days after such Swap Disclosure
Event complied with any of the provisions set forth in Part 13(iii)
below,
then an Additional Termination Event shall have occurred with respect
to
DBAG and DBAG shall be the sole Affected Party with respect to such
Additional Termination Event.
|
12)
Rating
Agency Downgrade. In the event that DBAG’s short-term unsecured and unsubordinated debt
rating is withdrawn or reduced below “A-1” by S&P or, if DBAG has both a
long-term credit rating and a short-term credit rating from Moody’s, and either
its long-term unsecured and unsubordinated debt rating is withdrawn or reduced
below “A2” by Moody’s or its short-term credit rating is withdrawn or reduced
below “P-1” by Moody’s (and together with S&P, the “Swap Rating Agencies”,
and such rating thresholds, “Approved Rating Thresholds”), then within 30 days
after such rating withdrawal or downgrade, DBAG shall, subject to the Rating
Agency Condition and at its own expense, either (i) cause another entity
to
replace DBAG as party to this Agreement that meets or exceeds the Approved
Rating Thresholds on terms substantially similar to this Agreement, (ii)
obtain
a guaranty of, or a contingent agreement of another person with the Approved
Rating Thresholds, to honor, DBAG’s obligations under this Agreement, (iii) post
collateral which will be sufficient to restore the immediately prior ratings
of
the Certificates, or (iv) establish any other arrangement satisfactory to
the
Swap Rating Agencies, which will be sufficient to restore the immediately
prior
ratings of the Certificates. In the event that DBAG’s long-term unsecured and
unsubordinated debt rating is reduced below “BBB-” or its short-term unsecured
and unsubordinated debt rating is reduced below “A-3” or is withdrawn by S&P
or DBAG’s long-term unsecured and unsubordinated debt rating is withdrawn or
reduced below “A3” by Moody’s or its short-term credit rating is reduced below
“P-2” by Moody’s, then within 10 days after such rating withdrawal or downgrade,
DBAG shall, subject to the Rating Agency Condition and at its own expense,
either (i) cause another entity to replace DBAG as party to this Agreement
that
meets or exceeds the Approved Rating Thresholds on terms substantially similar
to this Agreement or (ii) obtain a guaranty of, or a contingent agreement
of
another person with the Approved Rating Thresholds, to honor, DBAG’s obligations
under this Agreement. In either case DBAG shall deliver collateral acceptable
to
the Swap Rating Agencies until DBAG has made such transfer or obtained a
guaranty as set forth in (i) and (ii) above.
For
purposes of this provision, “Rating Agency Condition” means, with
respect to any particular proposed act or omission to act hereunder that
the
party acting or failing to act must consult with each of the Swap Rating
Agencies then providing a rating of the Certificates and receive from each
of
the Swap Rating Agencies a prior written confirmation that the proposed action
or inaction would not cause a downgrade or withdrawal of the then-current
rating
of the Certificates.
13)
Compliance
with Regulation AB.
|
|
(i)
|
DBAG
agrees and acknowledges that Argent Securities Inc. (“ASI”) is
required under Regulation AB under the Securities Act of 1933, as
amended,
and the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(“Regulation AB”), to disclose certain financial information regarding
DBAG or its group of affiliated entities, if applicable, depending
on the
aggregate “significant percentage” of this Agreement and any other
derivative contracts between DBAG or its group of affiliated entities,
if
applicable, and Counterparty, as calculated from time to time in
accordance with Item 1115 of Regulation
AB.
|
|
|
(ii)
|
It
shall be a swap disclosure event (“Swap Disclosure Event”) if,
on any Business Day after the date hereof, ASI requests from DBAG
the
applicable financial information described in Item 1115 of Regulation
AB
(such request to be based on a reasonable determination by ASI, in
good
faith, that such information is required under Regulation AB) (the
“Swap
Financial Disclosure”).
|
|
|
(iii)
|
Upon
the occurrence of a Swap Disclosure Event, DBAG, at its own
expense, shall (a) provide to ASI the Swap Financial Disclosure,
(b)
secure another entity to replace DBAG as party to this Agreement
on terms
substantially similar to this Agreement which entity (or a guarantor
therefore) meets or exceeds the Approved Rating Thresholds and which
satisfies the Rating Agency Condition and which entity is able to
comply
with the requirements of Item 1115 of Regulation AB or (c) obtain
a
guaranty of the DBAG’s obligations under this Agreement from an affiliate
of the DBAG, subject to the Rating Agency Condition, that is able
to
comply with the financial information disclosure requirements of
Item 1115
of Regulation AB, such that disclosure provided in respect of the
affiliate will satisfy any disclosure requirements applicable to
the Swap
Provider, and cause such affiliate to provide Swap Financial Disclosure.
If permitted by Regulation AB, any required Swap Financial Disclosure
may
be provided by incorporation by reference from reports filed pursuant
to
the Exchange Act.
|
|
|
(iv)
|
DBAG
and the primary obligor under any Credit Support Document
agree that, in the event that DBAG provides Swap Financial Disclosure
to
ASI in accordance with Part 13(iii)(a) or causes its affiliate to
provide
Swap Financial Disclosure to ASI in accordance with Part 13(iii)(c),
DBAG
and such primary obligor will indemnify and hold harmless ASI, its
respective directors or officers and any person controlling ASI,
from and
|
against
any and all losses, claims, damages and liabilities caused by any
untrue statement or alleged untrue statement of a material fact contained
in
such Swap Financial Disclosure or caused by any omission or alleged omission
to
state in such Swap Financial Disclosure a material fact, when considered
in
conjunction with any other information regarding Party A or the derivative
instrument being written by Party A in the final prospectus for ASI-2006-SL1,
required to be stated therein or necessary to make the statements therein,
in
light of the circumstances under which they were made, not
misleading.
14)
Third
Party Beneficiary. ASI shall be an express third party beneficiary
of this Agreement as if
a party hereto to the extent of ASI’s rights explicitly specified
herein.
15)
Deduction
or Withholding for
Tax. The provisions of Section 2(d)(i)(4) and 2(d)(ii)
of the ISDA Form Master Agreement shall not apply to Counterparty and
Counterparty shall not be required to pay any additional amounts referred
to
therein.
|
5.
|
Account
Details:
|
|
|
Account
Details for DBAG:
|
Deutsche
Bank Trust Company Americas, New York
Acct#
01 473 969
Swift
Code: XXXXXX00
Account
Details for Counterparty:
Deutsche
Bank
ABA#
000000000
Acct#
01419663
Acct
Name: NYLTD Funds Control - Stars West
Ref:
Argent 2006-W3
|
6.
|
Offices:
|
The
Office of DBAG for this Transaction is New York
|
7.
|
Please
confirm that the foregoing correctly sets forth the terms of
our agreement by having an authorized officer sign this Confirmation
and
return it via facsimile to:
|
|
|
Attention:
Derivative Documentation
|
|
|
|
Telephone:
00 00 0000 0000
|
|
|
|
Facsimile:
44 20 7545 9761
|
|
|
|
E-mail:
xxxxxxxxxx.xxxxxxxxxxxxx@xx.xxx
|
|
This
message will be the only form of Confirmation dispatched by us. If
you wish to exchange hard copy forms of this Confirmation, please contact
us.
Yours
sincerely,
DEUTSCHE
BANK AG – New York Branch
|
By:
|
/s/
Xxxxx Xxxxxxxx
|
|
|
|
Name:
|
Xxxxx
Xxxxxxxx, AVP
|
||
|
Title:
|
Authorized
Signatory
|
|
|
|
By:
|
/s/
Xxxxxxx Xxxx
|
|
|
|
Name:
|
Xxxxxxx
Xxxx, AVP
|
|
|
|
Title:
|
Authorized
Signatory
|
||
Confirmed
as of the date first written above:
Deutsche
Bank National Trust Company, not in its individual capacity, but
solely as Trustee for Argent Securities Inc., Asset-Backed Pass-Through
Certificates, Series 2006-W3
|
By:
|
/s/
Xxxxxxx Xxxxx
|
||
|
Name:
|
Xxxxxxx
Xxxxx
|
|
|
|
Title:
|
Vice
President
|
|
|
SCHEDULE
I
(With
respect to each Fixed Rate Payer Period End Date, all such dates
are with No Adjustment, and with respect to each Floating Rate Payer Period
End
Date, all such dates are subject to adjustment in accordance with the Modified
Following Business Day Convention.)
|
Accrue
from Date
|
Accrue
to Date
|
Notional
|
|
3/29/2006
|
4/25/2006
|
5,536,798.7684
|
|
4/25/2006
|
5/25/2006
|
5,501,832.9080
|
|
5/25/2006
|
6/25/2006
|
5,463,464.9149
|
|
6/25/2006
|
7/25/2006
|
5,396,188.2156
|
|
7/25/2006
|
8/25/2006
|
5,328,609.0556
|
|
8/25/2006
|
9/25/2006
|
5,258,181.2048
|
|
9/25/2006
|
10/25/2006
|
5,158,332.9696
|
|
10/25/2006
|
11/25/2006
|
5,059,313.8861
|
|
11/25/2006
|
12/25/2006
|
4,954,044.5166
|
|
12/25/2006
|
1/25/2007
|
4,790,737.5341
|
|
1/25/2007
|
2/25/2007
|
4,631,768.3243
|
|
2/25/2007
|
3/25/2007
|
4,471,990.3103
|
|
3/25/2007
|
4/25/2007
|
4,270,090.1634
|
|
4/25/2007
|
5/25/2007
|
4,077,355.6083
|
|
5/25/2007
|
6/25/2007
|
3,893,418.5914
|
|
6/25/2007
|
7/25/2007
|
3,717,925.1832
|
|
7/25/2007
|
8/25/2007
|
3,550,337.2357
|
|
8/25/2007
|
9/25/2007
|
3,380,527.7130
|
|
9/25/2007
|
10/25/2007
|
3,143,882.9956
|
|
10/25/2007
|
11/25/2007
|
2,923,954.3854
|
|
11/25/2007
|
12/25/2007
|
2,714,170.4148
|
|
12/25/2007
|
1/25/2008
|
2,472,121.5930
|
|
1/25/2008
|
2/25/2008
|
2,252,484.6459
|
|
2/25/2008
|
3/25/2008
|
1,565,638.3948
|
|
3/25/2008
|
4/25/2008
|
1,528,478.7174
|
|
4/25/2008
|
5/25/2008
|
1,491,319.0400
|
|
5/25/2008
|
6/25/2008
|
1,454,159.3626
|
|
6/25/2008
|
7/25/2008
|
1,416,999.6852
|
|
7/25/2008
|
8/25/2008
|
1,379,840.0079
|
|
8/25/2008
|
9/25/2008
|
1,342,680.3305
|
|
9/25/2008
|
10/25/2008
|
1,153,265.1064
|
|
10/25/2008
|
11/25/2008
|
1,134,751.5888
|
|
11/25/2008
|
12/25/2008
|
1,116,238.0711
|
|
12/25/2008
|
1/25/2009
|
1,097,724.5535
|
|
1/25/2009
|
2/25/2009
|
1,079,211.0359
|
|
2/25/2009
|
3/25/2009
|
1,060,697.5183
|
|
3/25/2009
|
4/25/2009
|
1,043,528.0880
|
|
4/25/2009
|
5/25/2009
|
1,013,675.0465
|
|
5/25/2009
|
6/25/2009
|
984,826.4461
|
|
6/25/2009
|
7/25/2009
|
956,907.8980
|
|
7/25/2009
|
8/25/2009
|
929,874.7028
|
|
8/25/2009
|
9/25/2009
|
903,560.6635
|
|
9/25/2009
|
10/25/2009
|
877,836.7488
|
|
10/25/2009
|
11/25/2009
|
852,582.4712
|
|
11/25/2009
|
12/25/2009
|
827,804.3865
|
|
12/25/2009
|
1/25/2010
|
803,861.2488
|
|
1/25/2010
|
2/25/2010
|
780,677.3692
|
|
2/25/2010
|
3/25/2010
|
758,253.5551
|
|
3/25/2010
|
Termination
Date
|
736,515.6034
|
EXHIBIT
I
LOSS
MITIGATION ACTION PLAN
|
DEFAULT
MITIGATION ACTION
|
SUPPORTING
STANDARDS
|
|
Forbearance
Workout
Defer
any of the following:
1.accrued
interest
2.past
due principal
3.escrow
advances
4.corporate
advances
5.ancillary
fees
6.any
combination of the above
|
Borrower
documents a temporary financial hardship
resulting
in request for a forbearance
Borrower
documents financial ability to pay under the
proposed
forbearance terms
Borrower
expresses a willingness to perform.
Current
monthly payments are scheduled to be made
prior
to late charge date during the forbearance
term
|
|
Loan
Modification Workout
Any
of the following:
1.waive
accrued interest
2.waive
past due principal
3.waive
corporate advances
4.waive
ancillary fees
5.reduce
principal
6.reduce
interest rate
7.any
combination of the above items
8.any
combination with the Forbearance items
|
Borrower
documents a non-temporary financial hardship resulting in
the request for a loan modification
Borrower
documents financial ability to pay under the proposed loan
modification terms
Borrower
does not have the ability to pay under the original loan
terms
Borrower
expresses a willingness to perform
No
waiver of escrow advances (taxes and insurance) is
allowed
|
|
Note
Sale Workout
Waive
or negotiate a reduced amount of any of the
following:
1.accrued
interest
2.principal
3.escrow
advances
4.corporate
advances
5.ancillary
fees
6.prepayment
fees
7.any
combination of the above items
|
Sale
of Note, not property to a third party
Independent
appraisal or valuation report/product supports sales
price or other significant information affecting value exists
Borrower
is transparent to the transaction
Viable
option if there is no cooperation or contact with the
borrower, or other significant property conditions or risks
existing
|
|
Short
Sale Disposal
Waive
or negotiate a reduced amount of any of the
following:
1.accrued
interest
2.principal
3.escrow
advances
4.corporate
advances
5.ancillary
fees
6.prepayment
charges
7.any
combination of the above items
|
Sale
to a third party
Independent
appraisal supports sale price
No
cash to seller (borrower), excluding costs necessary to
close
Borrower
does not have the ability and/or willingness to
pay
Borrower
no longer wants property
|
|
Short
pay-off Disposal
Waive
or negotiate a reduced amount of any of the
following:
1.accrued
interest
2.principal
3.escrow
advances
4.corporate
advances
5.ancillary
fees
6.prepayment
charges
7.any
combination of the above items
|
Refinance
by independent third party Lender
Independent
appraisal supports new loan amount
New
loan is no cash out (i.e. no cash to borrower excluding costs
necessary to close)
Borrower
has expressed his/her unwillingness to pay
Anticipated
refinance time frame is less than anticipated
foreclosure time frame
|
|
Deed-in-lieu
Disposal
|
Borrower
has already or will abandon the property or is willing to
vacate the property (in a broom sweep condition) on a mutually agreeable
date
Borrower
does not have the ability and/or willingness to
pay
Independent
appraisal confirms property has a value
Title
is clean
Property
appears to be resalable based on condition and value shown
in independent appraisal
Property
does not appear to have any environmental or hazardous
conditions (or such conditions appear to be curable)
|
|
Foreclosure
Disposal
|
Borrower
has already or will abandon the property (which may be by
an eviction proceeding or mutual agreement)
Borrower
does not have the ability and/or willingness to
pay
Independent
appraisal confirms property has a value
Property
appears to be resalable based on condition and value shown
in independent appraisal
Property
does not appear to have any environmental or
hazardous
conditions (or such conditions appear to be
curable)
|
Workouts
in the form of either a Forbearance or Loan Modification require
that the Borrower document the existence of a financial hardship leading
to the
payment delinquency and document the ability to make the payments required
under
the proposed Forbearance or Loan Modification. If the Borrower fails to meet
both of these conditions or the Borrower is uncooperative, a Disposal Loss
Mitigation Action will be employed to liquidate the delinquent loan, assuming
the Borrower does not otherwise cure the existing default. Each of the Default
Mitigation Actions and Supporting Standards may not be applicable to each
and
every loan subject to a default in its monthly payments and in those cases
where
a Default Mitigation Action or Supporting Standard may be applicable, each
is
subject to amendment and/or waiver on an individual basis pursuant to applicable
federal, state and local laws, decisional authorities, court orders,
instructions of regulatory and/or other governmental authorities, the advice
of
legal counsel, instructions from the Trustee and changes in the loan servicing
standards.
EXHIBIT
J-1
FORM
OF CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM
10-K
|
|
Re:
|
Argent
Securities Inc.,
|
Asset-Backed
Pass-Through Certificates, Series 2006-W3
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 of Argent Securities Trust 2006-W3 (the “Exchange Act Periodic
Reports”);
2. Based
on my knowledge, the Exchange Act Periodic Reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to
state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect
to the period covered by this report;
3. Based
on my knowledge, 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 the servicer compliance statement(s) required
in this report under Item 1123 of Regulation AB and except as disclosed in
the
Exchange Act Periodic Reports, the servicer(s) [has/have] fulfilled [its/their]
obligations under the servicing agreement(s) 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 parties: Deutsche
Bank
National Trust Company.
ARGENT
SECURITIES INC.
Date:
__________________________
_______________________________
[Signature]
[Title]
EXHIBIT
J-2
FORM
OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR BY THE
TRUSTEE
|
|
Re:
|
Argent
Securities Inc.,
|
Asset-Backed
Pass-Through Certificates, Series 2006-W3
I,
[identify the certifying individual], a [title] of Deutsche Bank
National Trust Company, as Trustee, hereby certify to Argent Securities Inc.
(the “Depositor”), and its officers, directors and affiliates, and with the
knowledge and intent that they will rely upon this certification,
that:
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 of Argent Securities Trust 2006-W3 (the “Exchange Act Periodic
Reports”);
2. Based
on my knowledge, the information in the Monthly Statements
(excluding information provided, or based on information provided, by the
Master
Servicer or any servicer) and those items in Exhibit N attached to the Pooling
and Servicing Agreement which indicate the 4.02 statement or the Trustee
as the
responsible party, 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 annual report;
and
3. Based
on my knowledge, the distribution information required to be
provided by the Trustee under the Pooling and Servicing Agreement is included
in
the Monthly Statements.
Capitalized
terms used but not defined herein have the meanings ascribed
to them in the Pooling and Servicing Agreement, dated March 1, 2006 (the
“Pooling and Servicing Agreement”), among the Depositor as depositor, Ameriquest
Mortgage Company as master servicer and Deutsche Bank National Trust Company
as
trustee.
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, as Trustee
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
Date:
|
|
EXHIBIT
K
FORM
OF ADDITION NOTICE
|
Xxxxx
00, 0000
|
||
|
Xxxxxxxx
Bank National Trust Company
0000
Xxxx Xx. Xxxxxx Xxxxx
Xxxxx
Xxx, Xxxxxxxxxx 00000
|
| Re: | Pooling and Servicing Agreement, dated as of March 1, 2005, among Argent Securities Inc., Ameriquest Mortgage Company and Deutsche Bank National Trust Company, relating to Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2006-W3 |
Ladies
and Gentlemen:
Pursuant
to Section 2.09 of the referenced Pooling and Servicing Agreement, Argent
Securities Inc. has designated Subsequent Mortgage Loans to be sold to
the Trust
Fund on March 30, 2006 with an aggregate principal balance of $482,248,283.63
as
of March 21, 2006. Capitalized terms not otherwise defined herein have
the
meaning set forth in the Pooling and Servicing Agreement.
Please
acknowledge your receipt of this notice by countersigning the enclosed
copy in
the space indicated below and returning it to the attention of the
undersigned.
| Very truly yours, | ||
| ARGENT SECURITIES INC. | ||
| |
|
|
| By: | ||
| Name: |
|
|
| Title: | ||
Acknowledged
and Agreed:
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, as Trustee
|
||
| |
|
|
| By: | ||
| Name: |
|
|
| Title: | ||
EXHIBIT
L
FORM
OF SUBSEQUENT TRANSFER INSTRUMENT
SUBSEQUENT
TRANSFER INSTRUMENT
Pursuant
to this Subsequent Transfer Instrument, dated March 30, 2006
(the “Instrument”), between Argent Securities Inc. as seller (the “Depositor”)
and Deutsche Bank National Trust Company as trustee (the “Trustee”) of the
Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2006-W3,
and pursuant to the Pooling and Servicing Agreement, dated March 1, 2006
(the
“Pooling and Servicing Agreement”), among the Depositor as depositor, Ameriquest
Mortgage Company as master servicer and the Trustee, the Depositor and the
Trustee agree to the sale by the Depositor and the purchase by the Trustee,
on
behalf of the Trust Fund, of the Mortgage Loans listed on the attached Schedule
of Mortgage Loans (the “Subsequent Mortgage Loans”).
Capitalized
terms used but not otherwise defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement.
|
|
Section
1.
|
Conveyance
of Subsequent Mortgage Loans.
|
(a) The
Depositor does hereby sell, transfer, assign, set over and convey to
the Trustee on behalf of the Trust Fund, without recourse, all of its right,
title and interest in and to the Subsequent Mortgage Loans, and including
all
amounts due on the Subsequent Mortgage Loans after the related Subsequent
Cut-off Date, and all items with respect to the Subsequent Mortgage Loans
to be
delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement;
provided, however that the Depositor reserves and retains all right, title
and
interest in and to amounts due on the Subsequent Mortgage Loans on or prior
to
the related Subsequent Cut-off Date. The Depositor, contemporaneously with
the
delivery of this Agreement, has delivered or caused to be delivered to the
Trustee each item set forth in Section 2.01 of the Pooling and Servicing
Agreement. The transfer to the Trustee by the Depositor of the Subsequent
Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute
and is
intended by the Depositor, the Master Servicer, the Trustee and the
Certificateholders to constitute and to be treated as a sale by the Depositor
to
the Trust Fund.
(b) The
Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey to the Trustee without
recourse for the benefit of the Certificateholders all the right, title and
interest of the Depositor, in, to and under the Subsequent Mortgage Loan
Purchase Agreement, dated the date hereof, between the Depositor as purchaser
and Ameriquest Mortgage Company as seller, to the extent of the Subsequent
Mortgage Loans.
|
|
(c)
|
Additional
terms of the sale are set forth on Attachment A
hereto.
|
||
|
|
Section
2.
|
Representations
and Warranties; Conditions
Precedent.
|
|
|
(a) The
Depositor hereby confirms that each of the conditions precedent and
the representations and warranties set forth in Section2.09
of the Pooling and Servicing Agreement are satisfied as of the date
hereof.
(b) All
terms and conditions of the Pooling and Servicing Agreement are
hereby ratified and confirmed; provided, however, that in the event of any
conflict, the
provisions
of this Instrument shall control over the conflicting
provisions of the Pooling and Servicing Agreement.
|
|
Section
3.
|
Recordation
of Instrument.
|
To
the extent permitted by applicable law, this Instrument, or a
memorandum thereof if permitted under applicable law, is subject to recordation
in all appropriate public offices for real property records in all of 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 Master
Servicer at the Certificateholders' expense on direction of the related
Certificateholders, but only when accompanied by an Opinion of Counsel to
the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders or is necessary for the administration or servicing
of
the Mortgage Loans.
|
|
Section
4.
|
Governing
Law.
|
This
Instrument 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, without giving
effect to principles of conflicts of law.
|
|
Section
5.
|
Counterparts.
|
This
Instrument may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together,
shall
constitute one and the same instrument.
|
|
Section
6.
|
Successors
and Assigns.
|
This
Instrument shall inure to the benefit of and be binding upon the
Depositor, the Trustee and their respective successors and assigns.
ARGENT
SECURITIES INC.
By:
_________________________________
Name:
Title:
DEUTSCHE
BANK NATIONAL TRUST COMPANY, as Trustee
By:
_________________________________
Name:
Title:
ATTACHMENTS
|
A.
|
Additional
terms of sale.
|
|
|
B.
|
Schedule
of Subsequent Mortgage
Loans.
|
|
ATTACHMENT
A
ADDITIONAL
TERMS OF SALE
|
|
A.
|
General
|
|
|||
|
|
1.
|
Subsequent
Cut-off Date: March 21, 2006
|
|
|||
|
|
2.
|
Subsequent
Transfer Date: March 30, 2006
|
||||
|
|
3.
|
Aggregate
Principal Balance of the Subsequent Mortgage Loans as of
the Subsequent Cut-off Date: $
482,248,283.63
|
|
|
4.
|
Purchase
Price: 100.00%
|
B. The
following representations and warranties with respect to such
Subsequent Mortgage Loan determined as of the related Subsequent Cut-off
Date
are true and correct: (i) the Mortgage Loan may not be 30 or more days
delinquent as of the related Subsequent Cut-off Date; provided, however that
the
Subsequent Mortgage Loans may have a first payment date occurring on or after
the Subsequent Cut-off Date and, therefore, such Mortgage Loans could not
have
been delinquent as of the Subsequent Cut-off Date; (ii) the remaining term
to
stated maturity of the Mortgage Loan will not be less than 170 months and
will
not exceed 360 months from its first payment date; (iii) the Mortgage Loan
will
not provide for negative amortization; (iv) the Mortgage Loan will not have
a
loan-to-value ratio greater than 100.00%; (v) the Mortgage Loans will have,
as
of the related Subsequent Cut-off Date, a weighted average age since origination
not in excess of 5 months; (vi) no Mortgage Loan will have a mortgage rate
less
than 6.000% or greater than 12.750%; (vii) the Mortgage Loan will have been
serviced by the Master Servicer since origination or purchase by the Seller
in
accordance with its standard servicing practices; (viii) the Mortgage Loan will
have a first payment date occurring on or before May 1, 2006; (ix) the Mortgage
Loan will have a principal balance no greater than $959,259 and (x) the
Subsequent Mortgage Loan shall have been underwritten in accordance with
the
criteria set forth under the section “The Mortgage Pool—Underwriting Standards
of the Originator” in the Prospectus Supplement.
C. Following
the purchase of any Subsequent Group I Mortgage Loan by the
Trust, the Group I Mortgage Loans (including the Subsequent Group I Mortgage
Loans) will as of the related Subsequent Cut-off Date: (i) have a weighted
average original term to stated maturity of not more than 360 months from
the
first payment date thereon; (ii) have a weighted average Mortgage Rate of
not
less than 8.393% and not more than 8.493%; (iii) have a weighted average
loan-to-value ratio of not more than 82.45%, (iv) have no Mortgage Loan with
a
principal balance in excess of Xxxxxxx Mac loan limits, (v) consist of Mortgage
Loans with prepayment charges representing no less than approximately 62.64%
of
the Group I Mortgage Loans, (vi) with respect to the adjustable-rate Group
I
Mortgage Loans, have a weighted average Gross Margin of not less than 5.998%,
(vii) have a weighted average FICO score of not less than 612 and (viii)
have no
more than 12.19% of the Group I Mortgage Loans with a FICO score of
less
than 540. For purposes of the calculations described in this
paragraph, percentages of the Group I Mortgage Loans will be based on the
principal balance of the Initial Mortgage Loans in loan group I as of the
Cut-off Date and the principal balance of the Subsequent Group I Mortgage
Loans
as of the related Subsequent Cut-off Date.
D. Following
the purchase of any Subsequent Group II Mortgage Loan by the
Trust, the Group II Mortgage Loans (including the Subsequent Group II Mortgage
Loans) will as of the related Subsequent Cut-off Date: (i) have a weighted
average original term to stated maturity of not more than 360 months from
the
first payment date thereon; (ii) have a weighted average Mortgage Rate of
not
less than 8.269% and not more than 8.369%; (iii) have a weighted average
loan-to-value ratio of not more than 82.45%, (iv) have no Mortgage Loan with
a
principal balance in excess of $959,259, (v) consist of Mortgage Loans with
prepayment charges representing no less than approximately 70.06% of the
Group
II Mortgage Loans (vi) with respect to the adjustable-rate Group II Mortgage
Loans, have a weighted average Gross Margin of not less than 5.998%, (vii)
have
a weighted average FICO score of not less than 625 and (viii) have no more
than
7.49% of the Group II Mortgage Loans with a FICO score of less than 540.
For
purposes of the calculations described in this paragraph, percentages of
the
Group II Mortgage Loans will be based on the principal balance of the Initial
Mortgage Loans in loan group II as of the Cut-off Date and the principal
balance
of the Subsequent Group II Mortgage Loans as of the related Subsequent Cut-off
Date.
ATTACHMENT
B
SCHEDULE
OF SUBSEQUENT MORTGAGE LOANS
Available
Upon Request
EXHIBIT
M
SERVICING
CRITERIA TO BE ADDRESSED
IN
ASSESSMENT OF COMPLIANCE
Key:
X
- obligation
Where
there are multiple checks for criteria the attesting party will
identify in their management assertion that they are attesting only to the
portion of the distribution chain they are responsible for in the related
transaction agreements.
|
Reg
AB Reference
|
Servicing
Criteria
|
Master
Servicer
|
Trustee
|
|
|
General
Servicing Considerations
|
|
|
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance
or other triggers and events of default in accordance with the transaction
agreements.
|
X
|
X
|
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the third
party’s performance and compliance with such servicing activities.
|
X
|
X
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a
back-up servicer for the Pool Assets are maintained.
|
|
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the reporting
period in the amount of coverage required by and otherwise in accordance
with the terms of the transaction agreements.
|
X
|
|
|
|
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
|
|
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
|
|
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
|
|
|
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
|
|
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
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
|
|
|
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
|
|
|
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 Master Servicer.
|
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
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business
days to the Master Servicer’s investor records, or such other number of
days specified in the transaction agreements.
|
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
|
|
|
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
|
|
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by
the transaction agreements
|
X
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
|
X
|
X
|
|
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance
with the related pool asset documents are posted to the Master 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
Master Servicer’s records regarding the pool assets agree with
the Master 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 Master 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
|
|
|
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.
|
|
|
EXHIBIT
N
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 pursuant
to
Section 4.06. If the Trustee is indicated below as to any item, then the
Trustee
is primarily responsible for obtaining that information.
Under
Item 1 of Form 10-D: a) items marked “4.02 statement” are required
to be included in the periodic Distribution Date statement under Section
4.02,
provided by the Trustee based on information received from the Master Servicer
and the Depositor, as applicable; 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.
|
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.
|
Depositor
|
||
|
(8)
Number and amount of pool assets at the beginning and ending of
each period, and updated pool composition information, such as weighted
average coupon, weighted average life, weighted average remaining
term,
pool factors and prepayment amounts.
|
4.02
statement
Updated
pool composition information fields to be as specified by
Depositor
|
||
|
(9)
Delinquency and loss information for the period.
In
addition, describe any material changes to the information
specified in Item 1100(b)(5) of Regulation AB regarding the pool
assets.
|
4.02
statement.
Form
10-D report: Depositor
|
||
|
(10)
Information on the amount, terms and general purpose of any
advances made or reimbursed during the period, including the general
use
of funds advanced and the general source of funds for
reimbursements.
|
4.02
statement
|
||
|
|
|
(11)
Any material modifications, extensions or waivers to pool
asset terms, fees, penalties or payments during the distribution
period or
that have cumulatively become material over time.
|
Form
10-D report: Master Servicer
|
|
(12)
Material breaches of pool asset representations or warranties
or transaction covenants.
|
Form
10-D report: Depositor/Trustee (to the extent of written
notice received)
|
||
|
(13)
Information on ratio, coverage or other tests used for
determining any early amortization, liquidation or other performance
trigger and whether the trigger was met.
|
4.02
statement
|
||
|
(14)
Information regarding any new issuance of asset-backed
securities backed by the same asset pool,
[information
regarding] any pool asset changes (other than in
connection with a pool asset converting into cash in accordance with
its
terms), such as additions or removals in connection with a prefunding
or
revolving period and pool asset substitutions and repurchases (and
purchase rates, if applicable), and cash flows available for future
purchases, such as the balances of any prefunding or revolving accounts,
if applicable.
Disclose
any material changes in the solicitation, credit-granting,
underwriting, origination, acquisition or pool selection criteria
or
procedures, as applicable, used to originate, acquire or select the
new
pool assets.
|
Form
10-D report: Depositor
Form
10-D report: Depositor
Form
10-D report: Depositor
|
||
|
Item
1121(b) – Pre-Funding or Revolving Period
Information
Updated
pool information as required under Item
1121(b).
|
Depositor
|
||
|
2
|
Legal
Proceedings
|
|
|
|
Item
1117 – Legal proceedings pending against the following
entities, or their respective property, that is material to
Certificateholders, including proceedings known to be contemplated
by
governmental authorities (excluding loan level legal
proceedings):
Seller
Depositor
Trustee
Issuing
entity
Master
Servicer
Originator
Custodian
|
Seller
Depositor
Trustee
Depositor
Master
Servicer
Originator
Custodian
|
||
|
3
|
Sales
of Securities and Use of Proceeds
|
|
|
|
Information
from Item 2(a) of Part II of Form
10-Q:
With
respect to any sale of securities by the sponsor, depositor or
issuing entity, that are backed by the same asset pool or are otherwise
issued by the issuing entity, whether or not registered, provide
the sales
and use of proceeds information in Item 701 of Regulation S-K. Pricing
information can be omitted if securities were not
registered.
|
Depositor
|
||
|
4
|
Defaults
Upon Senior Securities
|
|
|
|
Information
from Item 3 of Part II of Form 10-Q:
Report
the occurrence of any Event of Default (after expiration of
any grace period and provision of any required notice)
|
Trustee
|
||
|
5
|
Submission
of Matters to a Vote of Security
Holders
|
|
|
|
Information
from Item 4 of Part II of Form 10-Q
|
Trustee
(to the extent of actual knowledge);
Depositor
|
||
|
6
|
Significant
Obligors of Pool Assets
|
|
|
|
Item
1112(b) –Significant Obligor
Financial Information*
|
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 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
|
Depositor
|
|
|
|
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
|
|
*This
information need only be reported on the Form 10-D for the
distribution period in which updated information is required pursuant
to
the Items.
|
|
||
|
8
|
Other
Information
|
|
|
|
Disclose
any information required to be reported on Form 8-K during
the period covered by the Form 10-D but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
below
|
||
|
9
|
Exhibits
|
|
|
|
Distribution
report
|
Trustee
|
||
|
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
Depositor
|
|
8-K
|
Must
be filed within four business days of an event reportable on
Form 8-K.
|
||
|
1.01
|
Entry
into a Material Definitive Agreement
|
|
|
|
Disclosure
is required regarding entry into or amendment of any
definitive agreement that is material to the securitization, even
if
depositor is not a party.
Examples:
servicing agreement, custodial agreement.
Note:
disclosure not required as to definitive agreements that are
fully disclosed in the prospectus
|
Depositor
|
||
|
1.02
|
Termination
of a Material Definitive
Agreement
|
|
|
|
Disclosure
is required regarding termination of any definitive
agreement that is material to the securitization (other than expiration
in
accordance with its terms), even if depositor is not a party.
Examples:
servicing agreement, custodial agreement.
|
Depositor
|
||
|
1.03
|
Bankruptcy
or Receivership
|
|
|
|
Disclosure
is required regarding the bankruptcy or receivership, if
known to the Master Servicer, with respect to any of the following:
Sponsor
(Seller), Depositor, Master Servicer, Trustee, Cap
Provider, Custodian
|
Master
Servicer/Depositor (to the extent of actual
knowledge)
|
||
|
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
|
Trustee,
Depositor, Master Servicer
|
||
|
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
|
Depositor
|
||
|
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
|
|
|
Disclosure
is required of any amendment “to the governing documents
of the issuing entity”
|
Depositor
|
||
|
5.06
|
Change
in Shell Company Status
|
|
|
|
[Not
applicable to ABS issuers]
|
Depositor
|
||
|
6.01
|
ABS
Informational and Computational
Material
|
|
|
|
[Not
included in reports to be filed under Section
4.07]
|
Depositor
|
||
|
6.02
|
Change
of Master Servicer or Trustee
|
|
|
|
Requires
disclosure of any removal, replacement, substitution or
addition of any master servicer, affiliated servicer, other servicer
servicing 10% or more of pool assets at time of report, other material
servicers, certificate administrator or trustee. Reg AB disclosure
about
any new servicer or trustee is also required.
|
Trustee
or Master Servicer
|
||
|
6.03
|
Change
in Credit Enhancement or Other External
Support
|
|
|
|
Covers
termination of any enhancement in manner other than by its
terms, the addition of an enhancement, or a material change in the
enhancement provided. Applies to external credit enhancements as
well as
derivatives. Reg AB disclosure about any new enhancement provider
is also
required.
|
Depositor
or Trustee (to the extent of actual
knowledge)
|
||
|
6.04
|
Failure
to Make a Required Distribution
|
Trustee
|
|
|
6.05
|
Securities
Act Updating Disclosure
|
|
|
|
If
any material pool characteristic differs by 5% or more at the
time of issuance of the securities from the description in the final
prospectus, provide updated Reg AB disclosure about the actual asset
pool.
|
Depositor
|
||
|
If
there are any new servicers or originators required to be
disclosed under Regulation AB as a result of the foregoing, provide
the
information called for in Items 1108 and 1110
respectively.
|
Depositor
|
||
|
7.01
|
Regulation
FD Disclosure
|
Depositor
|
|
|
8.01
|
Other
Events
|
|
|
|
Any
event, with respect to which information is not otherwise
called for in Form 8-K, that the registrant deems of importance to
security holders.
|
Depositor
|
||
|
9.01
|
Financial
Statements and Exhibits
|
The
Responsible Party applicable to reportable
event
|
|
|
10-K
|
Must
be filed within 90 days of the fiscal year end for the
registrant.
|
||
|
9B
|
Other
Information
|
|
|
|
Disclose
any information required to be reported on Form 8-K during
the fourth quarter covered by the Form 10-K but not
reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
above
|
||
|
15
|
Exhibits
and Financial Statement Schedules
|
|
|
|
Item
1112(b) –Significant Obligor
Financial Information
|
Depositor
|
||
|
Item
1114(b)(2) – Credit Enhancement Provider Financial
Information
Determining
applicable disclosure threshold
Obtaining
required financial information or effecting incorporation
by reference
|
Depositor
|
||
|
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
|
||
|
Seller
Depositor
Trustee
Issuing
entity
Master
Servicer
Originator
Custodian
|
Seller
Depositor
Trustee
Issuing
entity
Master
Servicer
Originator
Custodian
|
||
|
Item
1119 – Affiliations and relationships, as applicable, between
the following entities, or their respective affiliates, that are
material
to Certificateholders:
Seller
Depositor
Trustee
Issuing
entity
Master
Servicer
Originator
Custodian
Credit
Enhancer/Support Provider, if any
Significant
Obligor, if any
|
Seller
Depositor
Trustee
Issuing
entity
Master
Servicer
Originator
Custodian
Depositor
Depositor
|
||
|
Item
1122 – Assessment of Compliance with Servicing
Criteria
|
Each
Party participating in the servicing
function
|
||
|
Item
1123 –Servicer Compliance Statement
|
Master
Servicer
|
||
SCHEDULE
1
MORTGAGE
LOAN SCHEDULE
LOAN ID BOR FICO PROP CITY PROP STATE PROP ZIP PROP TYPE LN TYPE
------------------------------------------------------------------------------------------------------------------------------
84362813 634 XXXXXXXX XXXX XX 00000 PUD ARM
84829258 555 XXXXXXXXX XX 00000 SFR ARM
84787456 518 XXXX XX 00000 SFR ARM
84603331 000 XXXXXX XXXXX XX 00000 SFR ARM
90317637 607 XXXXXXXXX XX 00000 SFR ARM
84787654 000 XXXXXX XXXX XX 00000 SFR ARM
84799212 000 XXXXXXX XXXX XX 00000 CONDO ARM
84046978 609 XXXXXXXX XX 00000 SFR FIXED
84457852 496 XXXXXXXXX XX 00000 SFR ARM
84378538 000 XXXXXX XXXXXXX XX 00000 SFR ARM
84574458 544 XXXXXXXXX XX 00000 SFR ARM
84777531 000 XXXXXXXXXX XXXXX XX 00000 2-4 UNITS ARM
84388537 535 XXXX XX 00000 SFR ARM
83480897 000 XXXXX XXXXXXXX XX 00000 SFR ARM
84967371 510 XXXXXX XX 00000 SFR ARM
84560135 000 XXXXXXXX XX 0000 SFR ARM
84633577 567 XXXXXXXXX XX 00000 SFR FIXED
84801851 691 XXXXXXX XX 00000 SFR ARM
84593052 576 XXXXXXXXXX XX 00000 SFR FIXED
84802214 576 XXXXXX XXXX XX 00000 SFR ARM
93041036 000 XXXX XXXXXX XXXXX XX 00000 SFR ARM
92616119 000 XXXXXXX XX 00000 PUD FIXED
84785450 000 XXXXXXX XX 00000 SFR ARM
84605492 000 XXXX XXXXXXXXXX XX 00000 SFR ARM
84256932 578 XXXXXX XX 00000 SFR ARM
84261411 552 XXXXXX XX 00000 SFR FIXED
84330539 613 XXXXXXXXX XX 00000 SFR FIXED
91164798 000 XXXX XXXXXXXXX XX 00000 2-4 UNITS FIXED
84551134 641 XXX XXXXXXX XX 00000 SFR ARM
84438019 000 XXXXXXXXXX XX 00000 SFR ARM
84576412 000 XXXXXX XXXXX XX 00000 SFR ARM
84576776 0 XXXXXXX XX 00000 SFR ARM
84786656 600 XXXXXX XXXXXX XX 00000 SFR FIXED
93548758 650 XXXXXXX XX 00000 CONDO ARM
93547677 000 XXXXX XXXXXXXXX XXX XX 0000 CONDO ARM
93547875 000 XXXXXX XXXXXXX XX 00000 2-4 UNITS ARM
93548998 000 XXXXX XXXX XXXXX XX 00000 SFR ARM
84577691 506 XXXXXXXXX XX 00000 SFR ARM
84594290 000 XXXXX XXXXXX XX 00000 SFR ARM
84578418 583 XXXXXXXXX XX 00000 SFR FIXED
84594415 000 XXXXXXX XX 00000 SFR FIXED
84605732 000 XXXXXXXXXXXX XX 00000 SFR ARM
84606219 000 XXXX XXXXX XX 00000 SFR ARM
84578533 659 XXXXXXXXXXXX XX 00000 SFR ARM
93553352 0 XXXXX XXXXXXX XX 00000 SFR ARM
84578699 502 XXXXXXXXX XX 00000 2-4 UNITS FIXED
93607190 718 XXXXX XX 00000 SFR ARM
92353754 620 FREDERICK MD 21703 PUD ARM
84336130 564 NEW HAVEN CT 6515 SFR FIXED
93607232 547 XXXXX XX 00000 SFR ARM
93549392 608 PROVIDENCE RI 2909 2-4 UNITS ARM
92353796 662 XXXXX XX 00000 SFR FIXED
91436196 000 XXXXXXX XX 00000 PUD FIXED
84594936 616 XXXXXXXX XX 00000 SFR FIXED
92616192 000 XXXXXXXXXXXX XX 00000 SFR ARM
93607554 557 XXXXXXX XX 00000 PUD ARM
84595453 000 XXXXXXXX XX 00000 SFR ARM
84524412 000 XXXXX XXXXX XX 00000 SFR ARM
84375450 000 XXXXX XXXXX XX 00000 SFR FIXED
84580778 701 XXXXX XX 00000 SFR ARM
84573054 584 XXXXXXX XX 00000 CONDO FIXED
84491497 583 XXXXXXXX XX 00000 CONDO ARM
91437079 629 XXXXXXXXXX XX 00000 SFR FIXED
91178558 535 XXXXXX XX 00000 SFR FIXED
84581099 000 XX XXXXX XX 00000 SFR FIXED
91437434 542 XXXXXX XX 00000 SFR FIXED
84582097 000 XXXXXXX XX 00000 SFR ARM
84596410 610 XXXXXXXXX XX 00000 SFR ARM
84539857 549 COVINA CA 91722 SFR ARM
92354117 503 XXXXXXXXXX XX 0000 SFR ARM
84598051 627 XXXXXXXXXXX XX 00000 SFR FIXED
92354273 000 XXXXXXXXXXXX XX 00000 SFR FIXED
93608115 000 XXXXXXXXXX XX 00000 PUD ARM
84583939 649 XXXX XX 00000 SFR ARM
84598812 000 XXXXXXX XX 00000 SFR ARM
93550713 563 XXXXX XX 00000 SFR ARM
91594150 714 DORCHESTER MA 2122 SFR ARM
92016435 623 XXXXXXXXX XXXXXXX XX 00000 SFR FIXED
84581255 000 XXXXXXXXX XX 00000 SFR FIXED
93550994 660 XXXXXXXXXX XX 00000 CONDO ARM
84973452 639 MAGNA UT 84044 SFR ARM
92354356 628 XXXXX XX 00000 CONDO ARM
84426733 560 XXXXXXXXXXXX XX 00000 SFR FIXED
84492412 000 XXXXX XXXXX XX 00000 SFR ARM
92719079 567 XXXXXXXXXXXXX XX 00000 SFR ARM
92096833 000 XXXXX XXXXX XX 00000 SFR ARM
92500230 608 XXXXXXX XX 00000 PUD ARM
84492610 585 SANDY UT 84094 SFR ARM
84427053 673 XXXXX XX 00000 SFR FIXED
92524438 000 XXXXX XXXX XXXXX XX 00000 SFR ARM
93551430 000 XXX XXXXXX XX 0000 SFR ARM
84427095 000 XXXXX XXXXXXXX XXXXX XX 0000 SFR ARM
84443332 678 XXXXXXXX XX 00000 SFR ARM
84780816 608 XXXXXX RI 2827 SFR ARM
84492735 612 XXXXXXXXX XX 00000 SFR FIXED
84586098 000 XXXXXX XXXX XX 00000 SFR ARM
84586296 000 XXXX XXXXXXXX XX 6110 2-4 UNITS ARM
93551554 675 XXXXXX XXXX XX 0000 2-4 UNITS ARM
84606771 551 XXXXXXXXXX XX 00000 SFR ARM
92654912 593 SPRINGFIELD MA 1109 SFR ARM
84586577 592 XXXXXXXX XX 00000 SFR ARM
84225176 000 XXXXXXXX XXXXX XX 00000 CONDO ARM
92524719 637 XXXX XX 00000 SFR ARM
84587294 659 XXXXX XX 00000 PUD ARM
84394535 578 XXXXXXXXX XX 00000 CONDO ARM
92409358 000 XXXXXXXXX XX 7111 SFR ARM
93551836 000 XXXX XXXXX XX 00000 PUD ARM
84541895 591 XXXXXXXX XX 00000 SFR ARM
84589332 570 XXXXXXXXX XX 00000 PUD ARM
84428853 581 XXXXXXXXX XX 0000 SFR FIXED
93552073 000 XXXXXXX XXXX XX 00000 SFR ARM
84561810 541 XXXXXXXXXX XX 00000 SFR ARM
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94235835 000 XXXXXXXXX XX 00000 SFR FIXED
92731199 000 XXX XXXXXXXXXX XX 00000 SFR ARM
89867634 000 XXXXXXX XX 00000 SFR FIXED
93423192 000 XXXXXXXX XXXXX XX 00000 SFR ARM
92296714 636 XXXXXXXXX XX 00000 SFR FIXED
92698752 000 XXX XXXXX XX 00000 PUD ARM
92698794 651 XXXXXX XX 00000 SFR ARM
92731397 000 XXXX XXXXXX XXXX XX 00000 SFR ARM
92626753 000 XXXXX XX 00000 SFR ARM
92731439 523 XXXXXX XXXX XX 00000 PUD-ATTACH ARM
94236155 604 XXXXXX XX 00000 PUD FIXED
91471599 581 XXXXXX XX 00000 SFR ARM
93570711 602 XXXXXXXXX XX 00000 SFR ARM
92548593 768 XXXXXXX XX 00000 SFR ARM
93614311 000 XXXXX XXXXX XX 00000 SFR ARM
92591791 532 XXXXXX XXXX XX 00000 SFR ARM
90816919 590 XXXXXX XX 00000 SFR ARM
92698877 513 XXX XXXXXXX XX 00000 SFR ARM
92698919 685 XXXXXX XX 00000 PUD ARM
92230838 000 XXXXXX XX 00000 SFR FIXED
93287878 548 XXXXXXX NJ 8527 CONDO ARM
92698950 608 XXX XXXXXXX XX 00000 SFR ARM
92731595 556 XXXXXXXX XX 00000 SFR ARM
91556712 000 XXXXX XX 00000 SFR ARM
91227116 522 XXXX XX 00000 SFR ARM
92765999 629 XXXXXX XX 00000 SFR ARM
92766039 595 XXXXXXX XX 00000 SFR FIXED
93570836 000 XXXXXXXXX XX 00000 2-4 UNITS FIXED
93287951 619 XXXXXXXXXXX XX 00000 SFR FIXED
84479534 663 XXXXXXXXXXXX XX 00000 PUD ARM
94395670 000 XXXXXXXXXX XX 00000 CONDO ARM
93288116 552 XXXXXXXX XX 00000 SFR ARM
92296839 000 XXX XXXXXXXX XX 00000 SFR ARM
92732031 000 XXXXXX XXXXXXX XX 00000 PUD ARM
92699032 537 XXXXXXXXXX XX 00000 SFR ARM
84476779 0 XXXXXXXXXX XXXX XX 0000 SFR ARM
93734432 000 XXXXXXXXXXX XXXXXXX XX 00000 SFR ARM
90135351 657 XXXXX XX 00000 CONDO ARM
91413831 559 XXXXXXXXX XX 00000 SFR ARM
89013957 000 XXXX XXXXXX XXXX XX 00000 SFR FIXED
92699115 000 XXXXXX XX 00000 PUD ARM
93571032 710 XXXXXXX XX 00000 SFR ARM
91801159 000 XXXXXXXX XX 00000 SFR ARM
93493351 546 XXXXXXX XX 00000 SFR ARM
93288272 000 XXXXX XX 00000 2-4 UNITS FIXED
93288314 000 XXXXXXX XXXXX XX 00000 SFR-ATTACH ARM
93493393 000 XXXXXXXX XX 00000 SFR ARM
91881953 579 XXXXXXXXXXX XX 0000 SFR ARM
92591999 627 XXXXXXXXXXXX XXXXXXX XX 00000 SFR ARM
85403632 000 XXXXXXXX XX XXXXXXX XX 0000 SFR ARM
91472233 484 XXXXXXXXXX XX 00000 SFR ARM
93734671 000 XXXX XXXXX XXXXX XX 00000 SFR ARM
91557272 595 BRANDYWINE MD 20613 PUD ARM
92699636 632 XXXXXX XX 00000 2-4 UNITS ARM
91950717 597 PLEASANTVILLE NJ 8232 CONDO FIXED
91499079 613 XXXXX XXXXXXX XX 00000 SFR ARM
91499236 000 XXXX XXXXXXXXX XX 00000 SFR ARM
93571479 690 XXXXXXXXX XXXX XX 00000 SFR ARM
93571511 614 XXXXX XX 00000 SFR ARM
92592278 000 XXXXXX XX 00000 SFR ARM
92549393 000 XXXX XXXXX XX 00000 SFR ARM
91801555 641 XXXXXXXXX XX 00000 SFR FIXED
92699834 000 XXX XXXXX XX 00000 SFR ARM
92699990 520 XXX XXXXXXX XX 00000 SFR ARM
93734838 536 XXXXXXXXX XX 00000 PUD ARM
83303859 617 XXXXX XX 00000 SFR ARM
92700194 000 XXXXXX XXXX XX 00000 SFR ARM
92766195 605 XXXXX XX 00000 SFR ARM
92592518 557 XXXXXXX XX 00000 SFR ARM
92795111 000 XXXXXXXXX XX 00000 PUD ARM
92549633 614 XXXXXXXX XX 00000 SFR ARM
91748715 000 XXXXXXXX XXXXX XX 00000 CONDO ARM
93288637 000 XXXXXXX XX 00000 2-4 UNITS ARM
92766278 582 MIAMI FL 33193 PUD ARM
92766351 630 GLENDALE AZ 85301 SFR ARM
90475559 563 GLENDALE CA 91203 SFR ARM
92549757 597 LOS ANGELES CA 90018 SFR ARM
92231117 513 WILMINGTON MA 1887 SFR ARM
93796555 608 MIAMI FL 33142 SFR ARM
93288710 624 CHICAGO IL 60639 2-4 UNITS ARM
92627553 665 ROHNERT PARK CA 94928 SFR ARM
88792791 711 BELLPORT NY 11713 SFR ARM
92549955 561 FRESNO CA 93706 SFR ARM
92766476 645 LAS VEGAS NV 89148 PUD ARM
92700517 691 LOS ANGELES CA 90042 2-4 UNITS ARM
94238599 627 CICERO IL 60804 2-4 UNITS FIXED
93572154 648 SOUTH BEND IN 46617 SFR ARM
92550151 665 SAN JOSE CA 95122 SFR ARM
92550193 680 CHICAGO HEIGHTS IL 60411 2-4 UNITS ARM
92700558 673 LAS VEGAS NV 89143 PUD ARM
92700590 622 LAKE WORTH FL 33462 SFR ARM
91473397 686 SACRAMENTO CA 95827 2-4 UNITS ARM
92700673 779 GLENDALE AZ 85301 SFR ARM
92700756 519 OGDEN UT 84403 SFR ARM
91415513 601 BRUNSWICK OH 44212 SFR ARM
91558239 0 ALAMEDA CA 94502 SFR ARM
92700798 671 PHOENIX AZ 85043 SFR ARM
92550391 561 OXNARD CA 93033 SFR ARM
92550474 676 LA MIRADA CA 90638 SFR ARM
93288876 549 PURCELL OK 73080 SFR ARM
93572675 675 MESA AZ 85207 PUD ARM
93572790 612 BUCKEYE AZ 85326 PUD ARM
92701234 639 MUNCIE IN 47305 SFR ARM
92592799 623 KISSIMMEE FL 34744 2-4 UNITS ARM
92550839 614 FARMERSVILLE CA 93223 SFR ARM
92766633 0 VICTORVILLE CA 92394 SFR ARM
92429752 603 GLENDALE AZ 85302 PUD ARM
92551035 684 MALIBU CA 90265 CONDO ARM
93289239 638 FREDERICK MD 21701 SFR ARM
92551076 0 CLERMONT FL 34711 PUD ARM
93615151 655 MIAMI FL 33155 CONDO ARM
92429794 628 MIRAMAR FL 33023 SFR ARM
91416552 629 CLEVELAND OH 44103 SFR FIXED
92478312 570 ALLENTOWN NJ 8501 SFR ARM
85808798 603 MESA AZ 85204 SFR ARM
91474270 553 WILLOUGHBY OH 44094 SFR FIXED
92551316 612 HOUSTON TX 77060 SFR ARM
92701473 554 GILBERT AZ 85234 PUD ARM
92701556 637 LOS BANOS CA 93635 SFR ARM
92592872 521 GWYNN OAK MD 21207 SFR ARM
93573277 690 PHOENIX AZ 85023 SFR ARM
91802116 580 MAPLE HEIGHTS OH 44137 SFR ARM
89872196 658 SIOUX FALLS SD 57104 SFR ARM
94396157 543 SAINT LOUIS MO 63115 SFR ARM
92592997 633 LOS ANGELES CA 90011 SFR ARM
92551514 586 KERMAN CA 93630 SFR ARM
93289395 729 LAKE MARY FL 32746 PUD ARM
90246117 0 RIDGECREST CA 93555 SFR ARM
93573517 644 PHOENIX AZ 85033 SFR ARM
92627959 592 PLEASANTVILLE NJ 8232 SFR ARM
92702075 702 LAS VEGAS NV 89113 SFR ARM
91500116 648 MODESTO CA 95351 SFR ARM
93573590 0 FORT WORTH TX 76248 PUD ARM
83801571 622 WEST PALM BEACH FL 33413 PUD ARM
91998039 615 JERSEY CITY NJ 7307 SFR ARM
90448358 632 CHICAGO IL 60638 SFR ARM
92702190 763 CORCORAN CA 93212 SFR ARM
92734359 584 FRESNO CA 93722 SFR ARM
92734391 575 LINDEN NJ 7036 SFR ARM
92734433 522 CUYAHOGA FALLS OH 44221 SFR ARM
92702273 631 SOUTH WEBER UT 84405 SFR ARM
92702315 681 SAN LEANDRO CA 94577 SFR ARM
91802355 655 HYANNIS MA 2601 SFR ARM
92362359 548 HOLLYWOOD FL 33023 SFR ARM
92297118 620 CLEVELAND OH 44108 SFR ARM
92231232 553 HARROGATE TN 37752 SFR ARM
92362474 715 NEWARK NJ 7103 2-4 UNITS ARM
93493799 510 MINNEOLA FL 34715 PUD FIXED
93573954 631 HENDERSON NV 89074 PUD ARM
91474759 626 LAKEWOOD OH 44107 SFR FIXED
92702513 661 HAYWARD CA 94544 SFR ARM
91417758 651 PHOENIX AZ 85013 SFR ARM
94242070 671 MISSION TX 78572 SFR ARM
92766914 632 BAKERSFIELD CA 93306 SFR ARM
91952150 634 GLENDALE AZ 85303 PUD ARM
84851013 692 PHILADELPHIA PA 19136 SFR ARM
93574234 623 MIRAMAR FL 33023 SFR FIXED
92552355 627 LAGUNA NIGUEL CA 92677 CONDO ARM
93289510 602 EMERSON NJ 7630 SFR ARM
93289551 697 BANNING CA 92220 SFR ARM
93615318 612 CHICAGO IL 60634 SFR ARM
91611277 600 MAPLE HEIGHTS OH 44137 SFR ARM
91418038 549 AKRON OH 44320 SFR ARM
93423598 647 ORLANDO FL 32818 PUD ARM
91500199 585 EAST CLEVELAND OH 44112 SFR FIXED
92430552 626 PHOENIX AZ 85051 SFR ARM
93615433 623 WAYNE MI 48184 CONDO ARM
93574754 714 YOUNGTOWN AZ 85363 SFR ARM
91418236 668 BULLHEAD CITY AZ 86442 SFR FIXED
92593474 654 LOS ANGELES CA 90001 2-4 UNITS ARM
92796150 674 BELL CA 90201 SFR ARM
93575157 541 NEW BERLIN WI 53151 SFR ARM
93575231 566 CHICAGO IL 60609 SFR ARM
92734672 688 COLUMBUS OH 43204 SFR ARM
92796192 624 SAINT LOUIS MO 63120 SFR ARM
92478551 582 ROUND LAKE BEACH IL 60073 SFR ARM
92628478 773 TAMPA FL 33619 SFR ARM
92042993 623 MIAMI FL 33015 CONDO ARM
93575553 608 HIGHLAND CA 92346 SFR ARM
92734839 566 HAYWARD CA 94544 SFR ARM
94397114 526 PATCHOGUE NY 11772 SFR ARM
92553239 698 HIALEAH FL 33016 CONDO ARM
94243631 646 LINCOLN NE 68510 SFR ARM
92796275 528 GRAND PRAIRIE TX 75050 SFR ARM
91749796 583 BALTIMORE MD 21224 SFR ARM
92553312 650 HYATTSVILLE MD 20785 PUD FIXED
90817719 654 SAINT LOUIS MO 63107 2-4 UNITS ARM
92430990 659 LITCHFIELD PARK AZ 85340 SFR ARM
92767037 582 JERSEY CITY NJ 7306 SFR ARM
92735075 630 TALLAHASSEE FL 32312 PUD FIXED
84851815 548 SAN BERNARDINO CA 92407 SFR ARM
92767151 617 SPARKS NV 89436 PUD ARM
89079032 635 CORAM NY 11727 CONDO FIXED
90935958 515 MEDINA OH 44256 SFR FIXED
92553635 512 COUNTRYSIDE IL 60525 CONDO ARM
91802637 528 CLEVELAND OH 44120 SFR FIXED
93423838 658 MIAMI LAKES FL 33014 CONDO ARM
92796390 505 OKLAHOMA CITY OK 73108 SFR FIXED
91952515 605 GRAND RAPIDS MI 49504 SFR ARM
92553676 628 CLEVELAND OH 44106 SFR ARM
93493997 739 WOODSTOCK IL 60098 SFR ARM
93616316 510 EXCELSIOR SPRINGS MO 64024 SFR ARM
93616399 569 DELRAY BEACH FL 33444 2-4 UNITS FIXED
92735877 615 CLEVELAND TN 37311 SFR ARM
92735950 663 LAKEWOOD OH 44107 SFR ARM
86395514 609 WASILLA AK 99654 SFR FIXED
93576759 670 MESA AZ 85204 SFR ARM
93576791 617 DETROIT MI 48224 SFR ARM
93616639 534 PORT SAINT LUCIE FL 34983 SFR ARM
92736073 657 LUBBOCK TX 79424 SFR ARM
93673275 618 CLEVELAND OH 44112 2-4 UNITS ARM
93576916 633 INDIANAPOLIS IN 46226 SFR ARM
92767433 0 HOLLISTER CA 95023 CONDO ARM
92767474 624 HYATTSVILLE MD 20782 SFR ARM
92767557 651 OWENTON KY 40359 SFR ARM
91952879 607 DAYTON OH 45402 SFR ARM
84373455 565 CALEDONIA OH 43314 SFR FIXED
92362870 589 SPARTA NJ 7871 SFR ARM
93616951 599 BUTLER NJ 7405 2-4 UNITS ARM
93290278 653 SOUTH EL MONTE CA 91733 SFR ARM
91612275 725 CHULA VISTA CA 91910 SFR ARM
92767672 545 LOS ANGELES CA 91606 2-4 UNITS ARM
93577757 724 PHOENIX AZ 85008 SFR ARM
92767755 589 ROSEVILLE MI 48066 SFR ARM
92297514 582 CLEVELAND OH 44108 2-4 UNITS ARM
93290591 654 DALLAS TX 75228 SFR ARM
91884155 623 SALT LAKE CITY UT 84108 CONDO FIXED
84744978 577 MILWAUKEE WI 53214 SFR ARM
93577997 550 PHOENIX AZ 85006 SFR ARM
93673598 488 TAMPA FL 33609 SFR ARM
93617355 661 TEANECK NJ 7666 SFR ARM
93578193 576 PORT SAINT LUCIE FL 34953 SFR ARM
92736875 575 LINDEN NJ 7036 SFR ARM
92767870 649 OXNARD CA 93030 SFR ARM
93617553 591 REINBECK IA 50669 SFR ARM
94246238 692 LONG BEACH CA 90805 2-4 UNITS ARM
92767953 590 APPLE VALLEY CA 92307 SFR ARM
92297639 583 DEARBORN MI 48126 SFR ARM
91476994 628 CHICAGO IL 60615 CONDO ARM
93578631 592 MILLEDGEVILLE GA 31061 SFR ARM
93735314 599 CREST HILL IL 60435 SFR ARM
90007717 559 CLEVELAND OH 44110 2-4 UNITS ARM
92737196 545 PEARLAND TX 77584 PUD ARM
92593672 512 PORT HURON MI 48060 SFR ARM
93578839 651 CHICAGO IL 60639 2-4 UNITS ARM
92768118 649 WAUKEGAN IL 60087 SFR ARM
93578870 630 AVENTURA FL 33180 CONDO ARM
93798114 683 MIAMI FL 33193 CONDO FIXED
92163831 630 PORT RICHEY FL 34668 SFR FIXED
93290757 603 GERMANTOWN MD 20874 SFR ARM
92768191 559 ROCKFORD IL 61104 SFR ARM
92737477 543 LEXINGTON KY 40514 SFR FIXED
92593714 649 OPA LOCKA FL 33056 SFR ARM
93290914 519 DETROIT MI 48203 SFR FIXED
92737550 639 LORAIN OH 44052 SFR ARM
84745454 548 DEERFIELD BEACH FL 33064 SFR ARM
93617876 622 WORCESTER MA 1602 2-4 UNITS ARM
93290997 716 LAS VEGAS NV 89117 SFR ARM
93579431 533 PHOENIX AZ 85035 SFR ARM
93798270 641 PORT CHARLOTTE FL 33948 SFR ARM
93424232 646 ROCHESTER NY 14612 SFR FIXED
92593870 635 INGLEWOOD CA 90301 2-4 UNITS ARM
92593912 704 MANCHESTER NH 3109 SFR ARM
92737675 531 GENESEO IL 61254 SFR ARM
93291037 649 DEARBORN MI 48126 SFR ARM
91953711 523 ELK GROVE VILLAGE IL 60007 SFR ARM
84478817 538 ELKTON MD 21921 SFR ARM
91501791 589 CLEVELAND OH 44128 2-4 UNITS FIXED
91884437 603 MIDDLE RIVER MD 21220 SFR FIXED
92297795 0 MIDDLETOWN OH 45044 2-4 UNITS ARM
90247438 559 CINCINNATI OH 45239 SFR FIXED
93798593 622 CASPER WY 82609 SFR ARM
92164037 695 MIAMI FL 33143 CONDO ARM
92738194 674 BANNING CA 92220 SFR ARM
92432152 584 HILLIARD OH 43026 PUD ARM
91422113 644 COLUMBUS OH 43228 SFR ARM
82821935 552 ELYRIA OH 44035 SFR ARM
93424430 635 CAPE CORAL FL 33993 SFR ARM
90371915 544 ROSWELL NM 88203 SFR ARM
91562637 542 WORTHINGTON OH 43085 CONDO ARM
92768795 544 TAMPA FL 33619 SFR FIXED
91884510 605 PHOENIX AZ 85041 PUD ARM
91750158 641 HOUSTON TX 77066 PUD ARM
93424596 664 AURORA IL 60506 SFR ARM
91613877 575 FRANKLIN OH 45005 SFR FIXED
92738715 544 PHOENIX AZ 85033 SFR ARM
93424638 583 NORTH PORT FL 34287 SFR ARM
92796952 613 WINTER HAVEN FL 33881 SFR ARM
92796994 687 FERNLEY NV 89408 SFR ARM
92432558 606 ALBUQUERQUE NM 87114 SFR ARM
92432590 603 GLENDALE CA 91206 SFR ARM
92739192 619 TUCSON AZ 85746 SFR ARM
91422790 620 DENVER CO 80239 PUD ARM
90881632 614 CLEVELAND OH 44104 SFR ARM
92797075 632 FONTANA CA 92336 SFR ARM
93580637 502 CHICAGO IL 60619 SFR FIXED
92797158 517 FRESNO CA 93703 SFR ARM
93424711 628 KANSAS CITY MO 64154 SFR ARM
93424752 540 ALGONQUIN IL 60102 SFR ARM
92739473 653 OREM UT 84058 SFR ARM
92797190 693 TORRANCE CA 90504 SFR ARM
92594431 569 STOCKTON CA 95219 PUD ARM
93674315 619 MIAMI FL 33133 SFR FIXED
90010117 624 OSHKOSH WI 54901 SFR ARM
93580835 550 ORLANDO FL 32829 SFR ARM
92479195 704 MIAMI FL 33056 SFR ARM
92797398 513 GRETNA LA 70056 SFR ARM
93424919 620 CLEVELAND OH 44103 SFR ARM
93618239 672 ORLAND PARK IL 60462 SFR FIXED
93425031 697 TOWNSHIP OF IRVINGTO NJ 7111 2-4 UNITS ARM
91423434 637 SAN JOSE CA 95127 SFR ARM
93580991 522 STAFFORD SPRINGS CT 6076 SFR ARM
92797430 635 TULSA OK 74115 SFR ARM
93674638 654 HYATTSVILLE MD 20785 SFR ARM
91803510 599 CLEVELAND OH 44108 2-4 UNITS ARM
93291755 633 ALTAMONTE SPRINGS FL 32701 CONDO ARM
92797471 685 AVONDALE AZ 85323 PUD ARM
93581155 635 EVERETT MA 2149 2-4 UNITS ARM
93618437 672 PLAINFIELD NJ 7060 2-4 UNITS FIXED
93291995 635 MILWAUKEE WI 53212 2-4 UNITS ARM
92594753 677 LAVEEN AZ 85339 PUD ARM
93618510 553 OAKLAND GARDENS NY 11364 SFR ARM
91614594 672 MESA AZ 85213 SFR ARM
84366053 607 CANTON OH 44705 SFR FIXED
91614677 623 LOS ANGELES CA 90001 2-4 UNITS ARM
91999557 722 HOMESTEAD FL 33033 PUD ARM
92740711 538 SANDY UT 84092 SFR ARM
92740794 591 DAYTONA BEACH FL 32117 SFR FIXED
92769751 611 BEL AIR MD 21015 SFR ARM
91954677 607 RIALTO CA 92376 SFR ARM
93581478 635 MIAMI FL 33179 SFR ARM
90076639 597 MIAMI FL 33137 SFR FIXED
92740836 558 TRENTON TX 75490 SFR ARM
91750471 583 BALTIMORE MD 21205 SFR ARM
93581759 568 BATTLE CREEK MI 49017 SFR FIXED
89935118 576 BELEN NM 87002 SFR ARM
90998030 616 CHICAGO IL 60629 SFR ARM
92433556 564 HONOLULU HI 96816 SFR ARM
89935431 502 MARINA CA 93933 SFR ARM
92741198 544 ARVIN CA 93203 SFR ARM
93675072 627 PEMBROKE PINES FL 33024 SFR ARM
92741230 576 HOUSTON TX 77064 SFR ARM
89882872 801 LYONS IL 60534 CONDO ARM
92770395 636 CICERO IL 60804 SFR ARM
92595115 545 BREMERTON WA 98312 SFR ARM
92741511 512 SOUTH HOLLAND IL 60473 SFR ARM
92479955 686 SAVAGE MN 55378 SFR ARM
92797794 529 ALBUQUERQUE NM 87120 SFR ARM
92595396 635 DES MOINES IA 50316 SFR ARM
92629393 657 UPLAND CA 91786 CONDO ARM
92556398 625 MODESTO CA 95351 SFR ARM
92629559 606 LAKE WORTH FL 33461 2-4 UNITS ARM
92741792 509 PUYALLUP WA 98375 SFR ARM
92363555 707 GLENDALE AZ 85303 SFR ARM
92741917 644 HOBART IN 46342 SFR ARM
93582237 719 ROSELLE NJ 7203 SFR ARM
91750711 594 NORTHBRIDGE MA 1534 SFR FIXED
93582278 710 CRETE NE 68333 SFR ARM
92742113 558 PHOENIX AZ 85015 SFR ARM
91750752 626 MIDDLEBURG FL 32068 PUD FIXED
92797919 543 PHOENIX AZ 85041 SFR ARM
92742196 619 CHICAGO IL 60618 CONDO ARM
93850071 607 JERSEY CITY NJ 7305 2-4 UNITS ARM
91999714 623 BRUNSWICK ME 4011 SFR FIXED
92742311 615 LOS ANGELES CA 90044 SFR ARM
93582476 612 RIVERSIDE CA 92503 SFR ARM
92742436 592 SAN BERNARDINO CA 92411 SFR ARM
93292357 659 BRENTWOOD NY 11717 SFR ARM
92433952 708 GLENDALE AZ 85301 SFR FIXED
92629799 606 CLEVELAND OH 44110 SFR ARM
93425353 757 BLAINE MN 55449 SFR ARM
92771153 598 BALTIMORE MD 21214 SFR ARM
93799757 605 COLORADO SPRINGS CO 80911 SFR ARM
92557115 759 MIAMI FL 33125 2-4 UNITS ARM
93494912 686 MIAMI FL 33125 SFR ARM
94253275 601 ANAHEIM CA 92804 SFR ARM
91481671 682 SAN LEANDRO CA 94577 PUD ARM
93292472 580 DENVER CO 80221 SFR ARM
92557230 731 CLEVELAND OH 44105 SFR ARM
91338996 569 CALEXICO CA 92231 CONDO ARM
92743038 574 JEFFERSONVILLE IN 47130 SFR ARM
92798115 711 ONTARIO CA 91762 SFR ARM
92434315 605 LOS ANGELES CA 90032 SFR ARM
92164755 578 HYATTSVILLE MD 20784 SFR ARM
91955435 701 BAKERSFIELD CA 93312 SFR ARM
92743277 598 CHANDLER AZ 85225 SFR ARM
92434356 630 LOS ANGELES CA 90024 CONDO ARM
92798198 607 PHOENIX AZ 85042 SFR ARM
92434554 649 STOCKTON CA 95206 SFR ARM
93582633 549 DESOTO TX 75115 SFR ARM
91999912 596 CLEVELAND OH 44128 SFR ARM
92771591 605 MERRIMAC MA 1860 SFR ARM
92557636 520 UPPER MARLBORO MD 20774 SFR ARM
92798271 614 PALM BAY FL 32907 SFR ARM
93425510 586 CLEVELAND OH 44120 SFR FIXED
93495034 568 BIRMINGHAM AL 35206 SFR ARM
91751115 558 COCONUT CREEK FL 33066 SFR ARM
92557750 636 MIDDLEBURG FL 32068 PUD FIXED
93619435 667 TAMPA FL 33637 SFR ARM
92557792 668 TURLOCK CA 95380 SFR ARM
92480276 693 ORLANDO FL 32808 SFR ARM
92480318 637 SOMONAUK IL 60552 PUD ARM
92164953 507 INVER GROVE HEIGHTS MN 55076 SFR ARM
93495075 664 MIRAMAR FL 33029 PUD ARM
92743475 553 SAN JOSE CA 95116 PUD-ATTACH ARM
93619559 509 SAINT PAUL MN 55107 SFR ARM
93042398 645 LAUDERHILL FL 33319 SFR ARM
93495117 620 TRENTON NJ 8619 SFR ARM
93675353 559 CLERMONT FL 34714 SFR FIXED
92434794 562 SAINT LOUIS MO 63133 SFR ARM
92558071 667 LANCASTER CA 93535 SFR ARM
91427153 641 COEUR D ALENE ID 83814 SFR ARM
91886275 599 COLUMBUS OH 43206 SFR ARM
92743673 471 FLORISSANT MO 63031 SFR ARM
92743715 698 GLENDALE AZ 85303 SFR ARM
92743798 665 PHOENIX AZ 85035 SFR ARM
92558238 657 ORLANDO FL 32803 SFR ARM
92743954 635 CHANDLER AZ 85225 SFR ARM
92771872 642 DETROIT MI 48228 SFR ARM
92558352 553 WALDORF MD 20602 PUD FIXED
93583870 727 MILWAUKEE WI 53216 2-4 UNITS ARM
92771997 561 MOSINEE WI 54455 SFR FIXED
93583912 556 LIVONIA MI 48152 SFR ARM
93583953 683 SAINT PAUL MN 55104 SFR ARM
92744390 707 CHANDLER AZ 85226 CONDO ARM
92798479 709 DORAL FL 33178 CONDO ARM
92630193 616 SHAWNEE OK 74804 SFR FIXED
92744473 553 SAN BERNARDINO CA 92411 SFR ARM
92596311 507 EAST HARTFORD CT 6118 SFR ARM
92798677 613 CATHEDRAL CITY CA 92234 SFR ARM
92798719 594 HIALEAH GARDENS FL 33018 SFR ARM
92744796 536 STRAWBERRY PLAINS TN 37871 SFR ARM
92630557 645 FRESNO CA 93726 SFR ARM
91339192 646 SAINT CLOUD FL 34772 SFR ARM
92232875 630 KANSAS CITY MO 64132 SFR ARM
92744952 622 RANCHO CORDOVA CA 95670 CONDO ARM
92745074 718 HOMESTEAD FL 33033 PUD ARM
92745157 632 LAS VEGAS NV 89117 CONDO ARM
92745199 807 STOCKTON CA 95205 SFR ARM
92772599 561 KENT WA 98032 CONDO ARM
92480391 0 EAGLE PASS TX 78852 SFR ARM
92435395 649 PALMDALE CA 93552 SFR ARM
93584910 638 PHOENIX AZ 85041 PUD ARM
92745272 639 PHOENIX AZ 85019 SFR ARM
93737351 662 FRANKFORT IL 60423 CONDO ARM
92558550 611 VALLEJO CA 94591 SFR ARM
92558634 578 LOS ANGELES CA 90032 SFR ARM
91503870 653 CLEVELAND OH 44105 SFR FIXED
90999319 533 ALSIP IL 60803 SFR ARM
91428557 586 PUYALLUP WA 98371 SFR ARM
92772870 498 LA MIRADA CA 90638 SFR ARM
92745512 614 STOCKTON CA 95206 SFR ARM
92745553 590 HOMEDALE ID 83628 SFR ARM
92772912 584 COLFAX WA 99111 SFR ARM
92435791 560 MIAMI FL 33186 PUD FIXED
92772995 490 CLEVELAND OH 44121 SFR FIXED
92630755 562 URBANA OH 43078 SFR ARM
89307870 580 HAWAIIAN GARDENS CA 90716 2-4 UNITS ARM
92745751 531 PALMDALE CA 93550 SFR ARM
92298637 0 WATERVILLE ME 4901 2-4 UNITS ARM
92798834 625 FREMONT OH 43420 2-4 UNITS ARM
92630839 600 ERIE PA 16508 SFR ARM
92630870 585 SAINT LOUIS MO 63133 SFR ARM
93585677 660 NEW LONDON CT 6320 2-4 UNITS ARM
93292910 597 DANBURY CT 6811 CONDO ARM
93585719 602 BALTIMORE MD 21224 SFR ARM
93800993 573 GAITHERSBURG MD 20878 CONDO ARM
93801033 605 EAST BETHEL MN 55005 SFR ARM
92596832 690 SAINT GEORGE UT 84790 CONDO ARM
92232958 763 CHICAGO IL 60623 2-4 UNITS ARM
93585917 507 COLUMBUS OH 43207 SFR ARM
91617910 587 CLAYTON CA 94517 SFR ARM
93586196 627 LUTCHER LA 70071 SFR ARM
93293199 628 STATEN ISLAND NY 10306 SFR FIXED
92746510 634 MESA AZ 85201 SFR ARM
93586279 632 TEMPLE HILLS MD 20748 PUD FIXED
92746718 659 TOOELE UT 84074 SFR ARM
85897999 752 TAMPA FL 33634 PUD ARM
93586550 586 SAINT LOUIS MO 63136 SFR ARM
92773878 531 SUNRISE FL 33351 PUD ARM
92044791 611 EAST CLEVELAND OH 44112 SFR FIXED
92559517 618 CHINO CA 91710 SFR ARM
91956599 603 CLEVELAND OH 44109 SFR FIXED
92631159 652 MIAMI FL 33177 SFR ARM
91100875 513 MINNEAPOLIS MN 55412 SFR FIXED
91100917 637 HUDSON FL 34667 2-4 UNITS ARM
92631233 673 SAINT LOUIS MO 63115 SFR ARM
92436872 730 SAN BERNARDINO CA 92407 SFR ARM
92436914 692 NORTH BAY VILLAGE FL 33141 CONDO ARM
93293397 535 PHOENIX AZ 85009 SFR ARM
90711516 587 PORT SAINT LUCIE FL 34984 SFR ARM
92747518 541 SACRAMENTO CA 95822 SFR ARM
92233113 580 MIRAMAR FL 33023 SFR ARM
92774074 605 SECAUCUS NJ 7094 SFR ARM
92774116 541 RACINE WI 53404 SFR FIXED
92747674 667 GRESHAM OR 97030 SFR ARM
92774199 682 DALLAS TX 75208 SFR ARM
92000793 595 DENVER CO 80239 SFR ARM
92798990 606 PHOENIX AZ 85015 PUD ARM
84375898 530 MURRIETA CA 92562 SFR ARM
90143470 584 HASTINGS MI 49058 SFR ARM
92437110 525 DAGSBORO DE 19939 SFR ARM
93293710 511 ALBUQUERQUE NM 87114 SFR ARM
93675718 588 CHICAGO IL 60639 2-4 UNITS ARM
92597194 633 PHOENIX AZ 85051 SFR ARM
93587590 750 MIAMI BEACH FL 33139 CONDO ARM
92437235 713 LOS ANGELES CA 90037 SFR FIXED
92774553 539 DETROIT MI 48219 SFR ARM
93620953 714 DARIEN IL 60561 SFR ARM
92437359 582 HAYTI MO 63851 SFR ARM
93620995 683 EAST NORRITON TOWNSH PA 19403 SFR ARM
92560036 543 WYOMING MI 49548 SFR ARM
93495679 755 PORT SAINT LUCIE FL 34953 SFR ARM
93675916 629 UPPER MARLBORO MD 20772 PUD ARM
90018755 542 HILLSBORO OH 45133 SFR FIXED
91567917 648 PARKVILLE MD 21234 SFR ARM
93587798 0 JACKSONVILLE FL 32210 SFR ARM
93293793 611 PAYSON UT 84651 SFR ARM
91957076 648 PHOENIX AZ 85009 SFR ARM
91957159 669 SAN BERNARDINO CA 92405 CONDO ARM
92631316 619 SHELTON WA 98584 PUD ARM
84281971 542 ANDOVER OH 44003 SFR FIXED
92597475 637 LOS ANGELES CA 90062 SFR ARM
92437797 600 MIRAMAR FL 33025 PUD ARM
93426518 604 MILWAUKEE WI 53216 SFR ARM
91618710 621 THOUSAND PALMS CA 92276 SFR ARM
93426674 692 LAKE IN THE HILLS IL 60156 SFR-ATTACH ARM
93588390 597 CHARLOTTE NC 28227 PUD ARM
92775071 553 OREGON WI 53575 SFR ARM
91957399 596 OXNARD CA 93033 SFR ARM
90771759 599 UNION CITY NJ 7087 2-4 UNITS ARM
91505073 755 DAYTON OH 45403 2-4 UNITS ARM
93495877 637 DAVIE FL 33328 CONDO ARM
92560754 723 LOS ANGELES CA 90011 SFR ARM
93621597 654 DENVER CO 80216 SFR FIXED
93293991 566 RANDALLSTOWN MD 21133 SFR ARM
93621639 630 PHOENIX AZ 85006 SFR ARM
93294072 655 EDEN PRAIRIE MN 55347 SFR ARM
92775519 625 CHICAGO IL 60628 2-4 UNITS ARM
92364314 515 SOUND BEACH NY 11789 SFR ARM
92799477 551 POINT PLEASANT BEACH NJ 8742 SFR ARM
92364355 532 KEARNY NJ 7032 2-4 UNITS ARM
92364397 613 FOX RIVER GROVE IL 60021 SFR ARM
92597798 554 VALLEJO CA 94589 SFR ARM
93588796 603 SAINT LOUIS MO 63136 SFR ARM
93588838 538 PLAINFIELD IN 46168 SFR ARM
90712555 550 RIDGEWAY SC 29130 SFR FIXED
92597871 656 FORT MYERS FL 33912 SFR ARM
92775675 516 MINNEAPOLIS MN 55418 2-4 UNITS ARM
92560838 502 QUEEN CREEK AZ 85242 PUD ARM
93589117 601 PORT SAINT LUCIE FL 34986 SFR ARM
92598077 663 MANTECA CA 95336 SFR ARM
93495950 676 DYERSBURG TN 38024 2-4 UNITS ARM
93496032 599 MISSOURI CITY TX 77489 PUD FIXED
91619270 613 SURPRISE AZ 85379 PUD ARM
93589273 622 SPANISH FORK UT 84660 SFR ARM
92438597 610 HAMMOND IN 46320 SFR FIXED
91957753 613 MIAMI FL 33189 CONDO ARM
93676518 529 QUEENS NY 11434 2-4 UNITS ARM
93676559 658 PONTIAC MI 48342 SFR ARM
93851079 676 RICHMOND CA 94801 SFR ARM
92045434 570 COATESVILLE PA 19320 SFR ARM
91957795 575 DISTRICT HEIGHTS MD 20747 SFR FIXED
92233436 644 DALLAS TX 75217 SFR ARM
91888271 588 ROCKLIN CA 95765 SFR ARM
90020710 571 FEDERAL WAY WA 98003 CONDO ARM
92561471 586 CAROL STREAM IL 60188 SFR FIXED
92097591 594 ARCHER FL 32618 SFR FIXED
93676799 578 MIAMI FL 33178 PUD ARM
91619478 582 LAS VEGAS NV 89119 SFR ARM
92561554 513 COLUMBUS OH 43232 SFR ARM
93294155 627 FLINT MI 48507 SFR FIXED
92438670 491 MARYVILLE TN 37803 SFR FIXED
92438837 501 PHOENIX AZ 85032 CONDO ARM
92561752 0 SANDWICH MA 2537 SFR FIXED
92631753 549 NEW BRUNSWICK NJ 8901 SFR ARM
92097831 554 MOUNTAINVILLE NY 10953 SFR ARM
91569798 640 PORT ANGELES WA 98363 SFR ARM
91340513 500 EUCLID OH 44123 SFR FIXED
92045558 640 ORLANDO FL 32818 PUD ARM
93294395 618 LA PUENTE CA 91744 SFR ARM
92481951 509 SAINT PAUL MN 55107 SFR ARM
89948434 565 CHICAGO IL 60628 SFR ARM
92365154 529 MIAMI FL 33176 SFR ARM
92562115 653 CORAL SPRINGS FL 33065 CONDO ARM
92098110 633 BOYNTON BEACH FL 33436 SFR ARM
93590115 546 PLAINFIELD NJ 7062 SFR ARM
92098151 570 DOVER DE 19901 SFR ARM
93622272 636 DETROIT MI 48227 SFR ARM
91889030 695 CLEVELAND OH 44104 2-4 UNITS FIXED
92562230 604 NORRISTOWN PA 19401 SFR ARM
93622355 610 SAN BERNARDINO CA 92405 SFR ARM
93590354 710 MIAMI FL 33133 CONDO FIXED
93851590 571 SUGAR LAND TX 77479 PUD ARM
92799717 0 BROOKLYN NY 11203 SFR ARM
93590511 549 FREMONT OH 43420 SFR ARM
92799790 576 TAFT CA 93268 SFR ARM
92439470 603 CLEVELAND OH 44128 2-4 UNITS FIXED
93622678 603 WINTER SPRINGS FL 32708 SFR ARM
92045871 669 NORTH CHICAGO IL 60064 2-4 UNITS ARM
93622751 572 LOS ANGELES CA 90022 SFR ARM
94602158 673 GARY IN 46408 SFR FIXED
90479437 637 INDIANAPOLIS IN 46225 SFR ARM
93590834 510 WOODSTOCK IL 60098 SFR ARM
91620237 577 LOS ANGELES CA 90003 SFR ARM
93590875 479 WICHITA KS 67226 SFR ARM
91570515 538 CLEVELAND HEIGHTS OH 44121 SFR FIXED
92365477 689 LAS VEGAS NV 89115 SFR ARM
93622918 565 LAS VEGAS NV 89145 PUD ARM
93623031 569 RED LION PA 17356 SFR ARM
92165679 662 SOUTH PLAINFIELD NJ 7080 CONDO ARM
92598952 729 SANTA CLARITA CA 91321 SFR ARM
91001594 655 PARMA OH 44129 SFR FIXED
91620716 613 MILLIKEN CO 80543 PUD ARM
92563238 621 DETROIT MI 48234 SFR FIXED
93738995 510 BELVIDERE NJ 7823 SFR ARM
93591436 674 GLENDALE AZ 85301 SFR ARM
93591519 529 SPRING TX 77386 SFR ARM
90022997 645 PALMDALE CA 93551 SFR ARM
92777036 529 GILBERT AZ 85296 SFR ARM
91571075 509 ELYRIA OH 44035 SFR ARM
92599117 550 ELIZABETH CITY NC 27909 SFR ARM
92165877 600 WICHITA KS 67209 SFR FIXED
92777077 596 POMPANO BEACH FL 33060 SFR FIXED
94081551 635 LAKE WORTH FL 33463 SFR ARM
91571513 761 CHARLESTON IL 61920 2-4 UNITS FIXED
92599471 509 ANAHEIM CA 92804 SFR ARM
93591915 657 SAN JOSE CA 95111 SFR ARM
94081759 648 BABYLON NY 11702 SFR ARM
92599513 609 MANTECA CA 95336 SFR ARM
90479874 628 DETROIT MI 48202 2-4 UNITS ARM
93295111 539 HUNTINGTOWN MD 20639 SFR ARM
91571836 761 CHARLESTON IL 61920 2-4 UNITS FIXED
88375514 586 MARGATE FL 33063 PUD ARM
93803237 560 GALESBURG MI 49053 SFR FIXED
93592194 783 GLENDALE AZ 85303 SFR ARM
93739159 611 DETROIT MI 48228 SFR ARM
92599554 570 ARCADIA FL 34266 SFR ARM
92365634 650 MAGNA UT 84044 SFR ARM
93295392 761 HYRUM UT 84319 SFR ARM
92001833 641 WEST SACRAMENTO CA 95691 SFR ARM
90820473 606 MIRAMAR FL 33025 CONDO ARM
94081999 643 MIAMI FL 33125 CONDO ARM
93677391 623 BARTLETT IL 60103 CONDO ARM
91572115 659 HEMET CA 92544 SFR ARM
93592517 557 CLEVELAND OH 44110 2-4 UNITS ARM
92777358 721 WEST VALLEY CITY UT 84120 SFR ARM
92440312 718 LOS ANGELES CA 91343 CONDO ARM
88376033 667 MIAMI FL 33168 SFR FIXED
92482876 545 CLEARWATER FL 33760 CONDO ARM
93295558 648 COLUMBIAVILLE MI 48421 2-4 UNITS ARM
92440353 665 BOWIE MD 20716 PUD ARM
93623718 564 VICTORVILLE CA 92392 SFR ARM
93295632 722 OREM UT 84057 SFR ARM
93677631 642 PALM BAY FL 32908 SFR ARM
93592871 786 CHICAGO IL 60628 2-4 UNITS ARM
93295673 525 COOLIDGE AZ 85228 SFR ARM
93677839 643 DISTRICT HEIGHTS MD 20747 SFR ARM
91889956 611 VICTORVILLE CA 92394 SFR ARM
92564111 642 SPRINGFIELD MA 1109 SFR ARM
91890038 673 CHICAGO IL 60639 2-4 UNITS ARM
93593150 585 HOLLIS NH 3049 SFR ARM
92564194 525 ORLANDO FL 32808 CONDO ARM
92483270 633 FULLERTON CA 92833 CONDO ARM
94082674 675 TEANECK NJ 7666 SFR ARM
92599794 599 DUNDEE MI 48131 SFR ARM
83525295 626 INDIANAPOLIS IN 46203 SFR ARM
92166230 518 BRONX NY 10453 2-4 UNITS ARM
92440916 621 SAN FRANCISCO CA 94124 SFR ARM
92632397 605 GARFIELD HEIGHTS OH 44125 SFR FIXED
92599992 709 OCALA FL 34472 SFR ARM
92600030 638 MIAMI FL 33157 SFR ARM
92098797 556 REDFORD TOWNSHIP MI 48240 SFR ARM
93739274 594 MIDWEST CITY OK 73130 SFR FIXED
93852630 588 WEST HEMPSTEAD NY 11552 SFR ARM
93852713 678 MINNEAPOLIS MN 55411 SFR ARM
84369693 583 CLEVELAND OH 44108 SFR FIXED
90938275 556 ELMONT NY 11003 2-4 UNITS ARM
93678191 580 BERWYN IL 60402 SFR ARM
88502554 678 CAPE CORAL FL 33904 SFR FIXED
92632470 738 CHICAGO HEIGHTS IL 60411 SFR ARM
92564517 0 OAKLAND CA 94606 SFR ARM
91890392 623 APPLE VALLEY CA 92308 SFR ARM
93852754 632 STRATFORD CT 6615 SFR ARM
91890434 609 BENTON HARBOR MI 49022 SFR ARM
92564590 561 PINE HILL NJ 8021 SFR ARM
93623999 654 SAN DIEGO CA 92114 SFR ARM
91958751 746 BRUNSWICK OH 44212 SFR ARM
93803476 641 PERRIS CA 92570 SFR ARM
93296119 544 CHICAGO IL 60615 SFR ARM
93803591 495 JACKSON MS 39211 SFR FIXED
92099316 554 WORCESTER MA 1604 SFR ARM
93296192 622 WAUWATOSA WI 53225 SFR ARM
90146911 706 TALLAHASSEE FL 32301 SFR-ATTACH ARM
91622035 699 EAST CLEVELAND OH 44112 SFR ARM
92441237 639 TRACY CA 95376 SFR ARM
87308391 694 MIAMI FL 33142 SFR ARM
90463035 523 WEST JORDAN UT 84084 SFR ARM
93803997 554 CROWN POINT IN 46307 SFR ARM
93594315 530 DETROIT MI 48228 SFR FIXED
92778596 512 COMMERCE CITY CO 80022 SFR ARM
93594356 651 CHICAGO IL 60623 2-4 UNITS ARM
93678472 635 PRAIRIEVILLE LA 70769 CONDO ARM
90821158 545 OMAHA NE 68104 SFR ARM
91752436 604 INDIANAPOLIS IN 46222 SFR ARM
92441591 592 SOUTH RIVER NJ 8882 SFR ARM
92166594 673 BROCKTON MA 2301 2-4 UNITS ARM
92166636 504 BORO OF N. PLAINFIEL NJ 7060 SFR ARM
92483957 690 PHOENIX AZ 85033 SFR ARM
93624435 644 MIAMI FL 33015 PUD ARM
92166719 584 CLEVELAND OH 44128 SFR FIXED
93496875 607 LOMBARD IL 60148 SFR ARM
92441674 637 BRECKENRIDGE CO 80424 CONDO ARM
88517750 600 MILWAUKEE WI 53204 2-4 UNITS ARM
92441757 693 CHICAGO IL 60628 SFR ARM
92441831 673 ROY UT 84067 SFR ARM
91307074 537 MONROE OH 45050 SFR ARM
93594992 600 LYONS IL 60534 SFR ARM
91103192 596 TRACY CA 95377 SFR ARM
91891036 0 CAMDEN NJ 8104 SFR ARM
87327995 674 HOMESTEAD FL 33033 PUD FIXED
92600956 626 HASTINGS MI 49058 2-4 UNITS ARM
92633353 616 UPPER DARBY PA 19082 SFR ARM
93595312 689 BOWIE MD 20716 CONDO ARM
90821513 661 CHICAGO IL 60637 SFR ARM
92601038 566 DUBLIN OH 43017 PUD ARM
92565555 674 BALTIMORE MD 21216 SFR ARM
93595395 613 RICHMOND TX 77469 PUD ARM
93595437 533 BLOOMINGTON MN 55431 SFR ARM
92800671 640 COCONUT CREEK FL 33073 PUD FIXED
90938952 610 SPRINGFIELD IL 62702 SFR ARM
92442276 497 JAMAICA NY 11433 SFR ARM
92601194 631 LOS ANGELES CA 90006 CONDO ARM
93595510 622 GLENDALE AZ 85303 PUD FIXED
93804235 607 BATON ROUGE LA 70819 SFR ARM
91891432 655 LOS ANGELES CA 91335 SFR ARM
92778992 592 FORT WAYNE IN 46808 SFR ARM
92601319 669 NEWARK NJ 7112 2-4 UNITS ARM
93595791 668 LOS ANGELES CA 91304 CONDO ARM
93595833 622 ALHAMBRA CA 91801 SFR ARM
92779073 742 SOUTH SAINT PAUL MN 55075 SFR ARM
92779198 661 PITTSBURGH PA 15226 SFR FIXED
92565837 742 SLIDELL LA 70460 CONDO ARM
93596070 624 PHOENIX AZ 85031 SFR ARM
91508390 538 CLEVELAND OH 44102 2-4 UNITS FIXED
93596112 625 WALKERSVILLE MD 21793 SFR FIXED
92779354 635 FONTANA CA 92335 SFR ARM
92779396 754 NORTHLAKE IL 60164 CONDO ARM
93596237 618 MYRTLE BEACH SC 29579 CONDO ARM
92442631 584 WELLS NV 89835 SFR ARM
91575795 535 PUYALLUP WA 98372 SFR ARM
92100270 770 ODESSA FL 33556 SFR ARM
93296838 568 HOUSTON TX 77021 PUD FIXED
93296911 627 VAN NUYS CA 91405 SFR ARM
92442870 677 ANCHORAGE AK 99504 SFR ARM
92442912 572 BALTIMORE MD 21218 SFR FIXED
93853273 542 GLENMOORE PA 19343 SFR FIXED
91891838 680 BALDWIN PARK CA 91706 SFR ARM
92601830 685 PHOENIX AZ 85021 SFR FIXED
93853356 627 SAINT AUGUSTINE FL 32086 PUD ARM
92442953 670 PEEKSKILL NY 10566 SFR ARM
91891879 768 CLEVELAND OH 44104 SFR FIXED
92779750 707 PHOENIX AZ 85017 SFR ARM
92443191 606 MODESTO CA 95350 SFR ARM
92002559 518 KANSAS CITY KS 66106 SFR FIXED
92002633 693 HIALEAH FL 33015 CONDO ARM
92779958 774 PALM SPRINGS CA 92264 SFR ARM
92780071 709 DOWNEY CA 90242 SFR ARM
92566397 574 YUCAIPA CA 92399 SFR ARM
92800952 665 PHOENIX AZ 85031 SFR ARM
91806117 541 CRETE IL 60417 SFR ARM
92800994 557 AKRON OH 44310 SFR ARM
84376219 628 MASSILLON OH 44646 SFR ARM
94408036 615 MESA AZ 85202 SFR ARM
92485192 604 AKRON OH 44305 2-4 UNITS ARM
92566512 667 UNION CITY CA 94587 SFR ARM
92780238 528 BARTLETT IL 60103 SFR ARM
94408150 618 CHICAGO IL 60657 CONDO ARM
92602234 638 DAYTON OH 45406 2-4 UNITS FIXED
93297075 564 ELK GROVE CA 95758 SFR ARM
92633999 704 AKRON OH 44305 SFR FIXED
93297158 635 RENO NV 89512 SFR ARM
92780279 654 DEDHAM MA 2026 2-4 UNITS ARM
92100353 566 PERRYSVILLE OH 44864 SFR ARM
91103879 668 TUKWILA WA 98168 SFR ARM
93497519 579 HEMPSTEAD NY 11554 SFR ARM
94409190 748 MIRAMAR FL 33027 PUD ARM
91219030 620 BRIGHTWATERS NY 11718 SFR FIXED
87245437 694 OXNARD CA 93035 SFR FIXED
92634757 666 CLEVELAND OH 44104 2-4 UNITS FIXED
83670471 506 CLEVELAND OH 44105 2-4 UNITS FIXED
94650470 762 MIAMI FL 33032 SFR ARM
92447077 601 FRESNO CA 93711 SFR ARM
92447556 682 HONOLULU HI 96825 CONDO FIXED
92571595 692 SAN FRANCISCO CA 94112 SFR ARM
93498434 604 CHICAGO IL 60647 CONDO ARM
93299113 524 TUCSON AZ 85706 SFR ARM
92748912 649 MERRITT ISLAND FL 32953 CONDO ARM
91963439 632 BLOOMFIELD WI 53128 SFR ARM
92607159 614 HOLLISTER CA 95023 SFR ARM
91963710 754 VALLEJO CA 94592 SFR ARM
94286879 571 UPPER MARLBORO MD 20774 CONDO FIXED
94458833 558 KANSAS CITY KS 66106 SFR ARM
92750231 578 HANAHAN SC 29406 SFR ARM
92574953 756 SACRAMENTO CA 95829 SFR ARM
87937033 669 FORT LAUDERDALE FL 33313 SFR FIXED
93042430 628 DALTON MA 1226 SFR ARM
88377395 702 GREENACRES FL 33463 CONDO FIXED
93628592 592 FREELAND MI 48623 SFR ARM
91583278 547 HOUSTON TX 77053 PUD ARM
93892792 596 CHICAGO IL 60617 SFR ARM
92370717 513 BLANCHESTER OH 45107 SFR ARM
92638352 528 KANSAS CITY MO 64128 SFR ARM
91515635 564 CLEVELAND OH 44104 2-4 UNITS FIXED
94155355 695 CONVERSE TX 78109 SFR FIXED
93429033 756 TOWNSHIP OF BURLINGT NJ 8016 SFR FIXED
92305119 679 PHOENIX AZ 85037 PUD ARM
92171115 597 BRIDGEVILLE DE 19933 SFR FIXED
93499754 628 GLENDALE AZ 85303 SFR ARM
92577717 751 OAKLAND CA 94601 SFR ARM
92454032 642 CHICAGO IL 60628 SFR FIXED
91896274 566 BOISE ID 83706 SFR FIXED
93301992 536 DES MOINES IA 50315 SFR ARM
93629954 601 PHOENIX AZ 85033 SFR ARM
92372671 601 SEVILLE OH 44273 SFR FIXED
91810515 596 ORMOND BEACH FL 32174 PUD ARM
93499952 773 CATONSVILLE MD 21228 CONDO ARM
92611672 562 LAVEEN AZ 85339 PUD ARM
93682672 582 KANSAS CITY KS 66103 SFR ARM
94460839 573 PHILADELPHIA PA 19120 SFR ARM
92490952 514 CHICAGO IL 60612 2-4 UNITS FIXED
90944992 628 ENDWELL NY 13760 SFR ARM
92373471 690 RIVERSIDE CA 92507 2-4 UNITS FIXED
89979793 737 OAKLAND CA 94605 2-4 UNITS ARM
91589150 613 SAN JOSE CA 95125 SFR ARM
94294956 634 BELTSVILLE MD 20705 PUD ARM
91967430 548 HAVERHILL MA 1832 SFR FIXED
88090915 604 MIAMI FL 33133 SFR FIXED
90722232 699 OAKLAND CA 94601 SFR ARM
91630632 612 CLEVELAND OH 44104 2-4 UNITS FIXED
93304079 563 TWINSBURG OH 44087 SFR FIXED
90159799 689 YONKERS NY 10703 2-4 UNITS FIXED
91519793 650 SPRINGVILLE UT 84663 PUD ARM
92492958 539 NAPLES FL 34120 PUD ARM
94655750 618 GLENDALE AZ 85305 PUD ARM
88611397 690 LOS ANGELES CA 90003 SFR FIXED
91115071 549 SIOUX CITY IA 51103 SFR ARM
89987432 653 WEST JORDAN UT 84088 SFR FIXED
91592915 628 LOS ANGELES CA 91605 SFR ARM
90947193 489 ORLANDO FL 32822 CONDO FIXED
92646470 519 HENDERSON NV 89074 PUD ARM
93744837 506 ITHACA MI 48847 SFR FIXED
93685550 559 ATWATER CA 95301 SFR ARM
94424637 590 DELRAY BEACH FL 33484 SFR ARM
92240712 556 MAPLE HEIGHTS OH 44137 SFR ARM
93813350 591 ELGIN IL 60120 SFR ARM
92648310 0 RIVERDALE UT 84405 SFR ARM
90785114 641 COLUMBUS OH 43205 SFR FIXED
93686079 764 INDIANAPOLIS IN 46201 SFR ARM
93745875 513 QUINCY MA 2169 SFR ARM
93307155 0 SAN JOSE CA 95122 SFR ARM
93431591 638 PARKVILLE MD 21234 SFR ARM
93634558 506 NEW FREEDOM PA 17349 SFR ARM
91352799 564 NEW MILFORD NJ 7646 SFR ARM
94102191 618 SOLEDAD CA 93960 SFR ARM
91970434 619 WOOD DALE IL 60191 SFR ARM
91652990 665 ORLANDO FL 32825 SFR FIXED
92807916 547 MIAMI FL 33147 SFR ARM
92051432 598 SALEM OR 97301 SFR ARM
92309236 639 SAINT LOUIS MO 63114 SFR ARM
92377076 683 SAN ANTONIO TX 78259 SFR ARM
92652197 708 FREMONT CA 94538 SFR ARM
85256352 521 WHITEHALL OH 43213 SFR ARM
92468396 709 KILAUEA HI 96754 SFR ARM
91164152 654 TUSTIN CA 92782 PUD ARM
88483474 659 MESA AZ 85202 PUD FIXED
94304672 620 CHICAGO IL 60639 SFR FIXED
93687754 701 PEORIA AZ 85345 PUD ARM
85415073 658 COLUMBUS OH 43205 SFR ARM
93637312 630 SEVERN MD 21144 CONDO ARM
93432631 530 FORREST CITY AR 72335 SFR ARM
94427754 584 MILWAUKEE WI 53218 2-4 UNITS FIXED
88519152 644 WAIANAE HI 96792 SFR FIXED
94626231 632 CALUMET CITY IL 60409 SFR FIXED
92053032 630 HAYWARD CA 94541 PUD-ATTACH ARM
92111277 629 NEWARK IL 60541 SFR ARM
93504595 483 HOMESTEAD FL 33032 SFR ARM
93310159 536 CLEVELAND OH 44120 SFR ARM
93310191 737 ANTIOCH CA 94509 SFR ARM
91906552 543 CLEVELAND OH 44102 SFR FIXED
93433472 618 DOWNEY CA 90241 SFR ARM
94429115 525 TEMPLE HILLS MD 20748 PUD FIXED
92501352 620 CHICAGO IL 60651 2-4 UNITS FIXED
93310514 624 CHICAGO IL 60628 SFR FIXED
93818870 641 CORONA CA 92883 PUD ARM
92053636 741 GARDEN GROVE CA 92843 PUD ARM
91757393 574 FREDERICK MD 21703 PUD ARM
92810357 593 CLEVELAND OH 44108 2-4 UNITS FIXED
91165951 681 SPRING VALLEY CA 91977 SFR ARM
91974238 663 WEST CHESTER PA 19380 PUD FIXED
85842839 575 DAYTON OH 45417 SFR ARM
93505394 665 LOS ANGELES CA 91402 SFR ARM
88860515 649 HOMESTEAD FL 33033 PUD FIXED
90837550 635 PHOENIX AZ 85051 SFR ARM
88622956 682 WELLINGTON FL 33414 CONDO FIXED
93862910 667 MIAMI FL 33196 SFR ARM
91530956 545 GARDEN GROVE CA 92841 SFR ARM
93691392 635 FONTANA CA 92336 SFR ARM
91531319 664 PHOENIX AZ 85051 SFR ARM
87369112 623 HOMESTEAD FL 33035 PUD FIXED
92380278 620 PORT CHARLOTTE FL 33948 SFR ARM
92011394 702 GLENDALE AZ 85302 SFR ARM
88724471 680 NAPLES FL 34112 SFR FIXED
93640712 617 ESCONDIDO CA 92026 SFR ARM
92503150 494 MANITOWOC WI 54220 SFR ARM
91228593 650 LOS ANGELES CA 90011 SFR ARM
88349956 641 MARANA AZ 85653 PUD FIXED
93691954 755 RICHMOND CA 94803 SFR ARM
91758672 668 MIAMI FL 33183 CONDO ARM
88577671 625 QUEEN CREEK AZ 85242 PUD FIXED
93753119 605 FORD HEIGHTS IL 60411 SFR ARM
92244235 687 EWA BEACH HI 96706 CONDO ARM
92503630 619 SIMI VALLEY CA 93063 SFR ARM
88351077 622 LAS VEGAS NV 89149 PUD FIXED
94113156 561 ALSIP IL 60803 SFR ARM
92244391 637 GLEN BURNIE MD 21060 SFR FIXED
94166030 575 ORANGE PARK FL 32065 PUD ARM
93864791 554 LAUDERHILL FL 33319 CONDO ARM
92112556 638 CATHEDRAL CITY CA 92234 SFR ARM
93435030 601 SANFORD FL 32773 PUD ARM
92504232 590 MIAMI FL 33189 PUD ARM
93642155 665 RHINELANDER WI 54501 SFR ARM
83492819 684 SAINT GEORGE UT 84770 SFR FIXED
92312115 596 MILPITAS CA 95035 PUD ARM
93959070 602 RENO NV 89506 SFR ARM
94662798 574 FLORISSANT MO 63033 SFR ARM
93754273 667 PHOENIX AZ 85035 SFR ARM
94922754 722 FAIRFIELD CA 94533 PUD-ATTACH ARM
93822914 747 LOMPOC CA 93436 PUD ARM
93866275 569 LEVITTOWN PA 19056 SFR ARM
91643114 770 VISALIA CA 93277 SFR ARM
91817437 701 LOS ANGELES CA 90002 2-4 UNITS ARM
93313674 668 MIRAMAR FL 33025 SFR ARM
91910596 647 VALLEJO CA 94590 SFR ARM
93507317 579 HOUSTON TX 77083 PUD ARM
88491550 658 FORT LAUDERDALE FL 33308 CONDO FIXED
93694354 582 MILWAUKEE WI 53206 SFR ARM
93694396 667 NORTHGLENN CO 80234 SFR ARM
88492038 673 SALT LAKE CITY UT 84106 SFR FIXED
91367276 594 CHANDLER AZ 85249 PUD ARM
92245315 677 BAKERSFIELD CA 93307 SFR ARM
93694677 667 KENOSHA WI 53143 SFR ARM
92245356 663 LOS ANGELES CA 91345 SFR ARM
93314318 681 CHICAGO IL 60659 SFR ARM
89246151 558 BROOKLYN NY 11234 2-4 UNITS ARM
92113794 657 LAUREL MD 20708 PUD ARM
92811876 690 PHOENIX AZ 85037 SFR ARM
91367953 657 MEDWAY OH 45341 SFR ARM
91367995 665 SAN GABRIEL CA 91776 SFR ARM
92181395 588 LOS ANGELES CA 90003 SFR ARM
84695139 687 SWEDESBORO NJ 8085 SFR ARM
93644755 642 MORTON GROVE IL 60053 SFR ARM
92056639 658 LOS ANGELES CA 91406 SFR ARM
93824357 674 PHOENIX AZ 85035 SFR ARM
88958236 652 DAYTON OH 45406 SFR FIXED
93645232 606 INVERNESS FL 34452 SFR ARM
93695351 566 LOS ANGELES CA 91306 SFR ARM
92506310 651 OCOEE FL 34761 PUD ARM
92245430 611 TOLEDO OH 43607 SFR ARM
91912238 555 AKRON OH 44310 SFR ARM
93042992 635 NEW MILFORD CT 6776 SFR ARM
90899634 652 SEATTLE WA 98108 SFR ARM
92812072 597 LEHIGH ACRES FL 33936 SFR ARM
84654177 510 BATON ROUGE LA 70805 SFR FIXED
92313519 694 ARTESIA CA 90701 SFR FIXED
92056712 558 SAN BERNARDINO CA 92405 SFR ARM
92181635 622 STOCKTON CA 95204 SFR ARM
92988674 661 DORAL FL 33166 CONDO ARM
92181759 688 TACOMA WA 98408 SFR FIXED
92506633 530 MIAMI FL 33169 SFR ARM
91035998 579 ARROYO GRANDE CA 93420 SFR ARM
87617791 630 FORT LAUDERDALE FL 33309 CONDO ARM
92506757 606 ESCONDIDO CA 92027 SFR ARM
91978437 507 WINNSBORO LA 71295 SFR ARM
88680756 560 CLEVELAND OH 44109 SFR FIXED
93508596 605 NAMPA ID 83651 SFR ARM
93315190 500 WOONSOCKET RI 2895 2-4 UNITS ARM
91168674 635 SAN BERNARDINO CA 92405 SFR ARM
91644435 650 GLENDALE AZ 85306 SFR ARM
93436277 0 HENDERSON NV 89015 SFR ARM
92313915 609 MIAMI FL 33161 2-4 UNITS ARM
92245950 532 YUCAIPA CA 92399 SFR ARM
93508752 580 PEARLAND TX 77584 SFR ARM
84654375 606 VISALIA CA 93291 SFR FIXED
90181439 639 THOUSAND OAKS CA 91362 SFR FIXED
93436350 566 MILWAUKEE WI 53210 2-4 UNITS ARM
90952078 625 NAPLES FL 34117 SFR ARM
93757912 509 LOS ANGELES CA 91304 SFR ARM
88025358 669 MIAMI FL 33015 CONDO FIXED
84654417 614 PORTERVILLE CA 93257 SFR ARM
91978916 585 TAMARAC FL 33319 CONDO ARM
88525399 565 BONITA CA 91902 PUD ARM
90843715 703 STOCKTON CA 95210 SFR ARM
93869550 570 MIAMI FL 33142 2-4 UNITS ARM
92182278 606 ROBSTOWN TX 78380 SFR ARM
91657395 525 CLEVELAND OH 44109 SFR FIXED
93436517 576 ENGLEWOOD CO 80111 PUD ARM
93869915 606 GAITHERSBURG MD 20877 PUD ARM
93826675 591 ORLANDO FL 32837 PUD ARM
93695872 591 COLORADO SPRINGS CO 80918 SFR ARM
93695914 728 ENCINITAS CA 92024 SFR ARM
93436558 574 SNOHOMISH WA 98290 SFR FIXED
93826873 675 ELGIN IL 60120 SFR ARM
92507912 671 DESERT HOT SPRINGS CA 92240 2-4 UNITS ARM
93870236 554 SAN BERNARDINO CA 92411 SFR ARM
93647279 635 LAS VEGAS NV 89101 SFR ARM
93758837 591 MILWAUKEE WI 53224 SFR ARM
93647436 554 CLEVELAND OH 44108 2-4 UNITS ARM
92507953 675 MARYLAND HEIGHTS MO 63043 SFR ARM
93509156 623 PACIFICA CA 94044 SFR ARM
92508118 509 DETROIT MI 48235 SFR ARM
92508159 640 HOLLYWOOD FL 33021 SFR ARM
93647519 0 MILWAUKEE WI 53216 2-4 UNITS ARM
92508274 589 CLEVELAND OH 44110 SFR ARM
89017438 658 SUNNY ISLES BEACH FL 33160 CONDO FIXED
93315950 632 UPPER MARLBORO MD 20774 PUD ARM
90266990 650 OXNARD CA 93033 SFR ARM
93043354 514 CAMDEN OH 45311 SFR ARM
93316032 454 HARRISONVILLE MO 64701 SFR ARM
91371070 586 PAINESVILLE OH 44077 SFR ARM
92013515 654 MESA AZ 85204 SFR ARM
93647832 531 MOUNTAIN CITY TN 37683 SFR ARM
91979476 578 MIAMI FL 33143 CONDO ARM
93647915 510 LEVITTOWN PA 19055 SFR FIXED
93759074 577 CALUMET CITY IL 60409 SFR ARM
92382837 670 MIAMI FL 33015 CONDO ARM
92382878 654 CORAL SPRINGS FL 33071 SFR FIXED
93648392 529 SPRINGFIELD GARDENS NY 11575 SFR ARM
93759157 597 MELROSE PARK IL 60160 SFR ARM
88386313 573 MILWAUKEE WI 53222 SFR ARM
92114396 535 HALES CORNERS WI 53130 SFR ARM
92382993 669 MIDDLETOWN NY 10940 2-4 UNITS ARM
93509552 740 SANTA ANA CA 92707 SFR ARM
91645754 613 PALMDALE CA 93550 SFR ARM
92314434 568 PALMDALE CA 93550 SFR ARM
91371393 609 DELANO CA 93215 SFR ARM
93509636 586 AMERY WI 54001 SFR ARM
91645838 524 LOS ANGELES CA 91343 SFR ARM
93759314 539 TOLEDO OH 43613 SFR ARM
93648798 607 ANTHEM AZ 85086 SFR ARM
92812791 638 DIAMONDHEAD MS 39525 PUD FIXED
93509719 651 BAKERSFIELD CA 93311 SFR ARM
93827673 757 JERSEY CITY NJ 7305 2-4 UNITS ARM
90844879 553 VAIL CO 81657 CONDO ARM
91914192 575 RIVERSIDE CA 92508 SFR ARM
94314713 496 SONORA CA 95370 PUD ARM
94314754 598 KISSIMMEE FL 34743 PUD ARM
93509875 702 ORLANDO FL 32825 PUD ARM
93697233 577 LYNWOOD CA 90262 SFR ARM
93509990 676 WAILUKU HI 96793 PUD-ATTACH ARM
94124237 542 LUBBOCK TX 79416 SFR ARM
88403076 514 SPRINGDALE MD 20774 PUD ARM
93871432 674 CLEVELAND OH 44104 SFR ARM
91646232 690 PHOENIX AZ 85035 SFR ARM
92509512 637 ORLANDO FL 32828 PUD ARM
92383157 565 UNADILLA NE 68454 SFR ARM
93827996 567 REEDSBURG WI 53959 SFR ARM
93697670 628 GILBERT AZ 85233 PUD ARM
93510154 616 DETROIT MI 48223 SFR ARM
93649515 584 WALLINGFORD CT 6492 SFR ARM
91372078 562 MADISON OH 44057 SFR ARM
84751734 602 NORTH LAUDERDALE FL 33068 SFR ARM
94124872 729 AURORA IL 60504 PUD FIXED
93697837 640 EVERETT WA 98201 SFR ARM
91914515 500 BALTIMORE MD 21206 SFR FIXED
91914598 618 HAWTHORNE CA 90250 2-4 UNITS ARM
92057678 646 BENTON HARBOR MI 49022 SFR ARM
91761197 560 EL MIRAGE AZ 85335 SFR ARM
93649952 682 MURRIETA CA 92563 SFR ARM
93759793 713 HOUSTON TX 77004 PUD ARM
93649994 649 TONEY AL 35773 SFR ARM
93650034 662 GENEVA OH 44041 2-4 UNITS FIXED
93650075 556 KNOXVILLE TN 37924 SFR FIXED
92183078 695 PROVIDENCE RI 2909 2-4 UNITS ARM
93437119 533 MESA AZ 85204 SFR ARM
92510510 629 TERRYVILLE CT 6786 SFR ARM
94125317 683 CHICAGO IL 60634 2-4 UNITS ARM
92510593 590 TAMPA FL 33629 SFR FIXED
93316636 650 KANSAS CITY MO 64109 SFR ARM
92813674 597 RICHMOND MO 64085 SFR ARM
92383470 612 CHICAGO IL 60623 2-4 UNITS ARM
93316917 612 ELGIN IL 60123 SFR ARM
93650232 0 MONTCLAIR CA 91763 SFR ARM
93760031 567 CHELTENHAM MD 20623 PUD ARM
91819797 708 RENO NV 89506 SFR ARM
93760072 559 PHOENIX AZ 85042 SFR ARM
93760155 724 GWYNN OAK MD 21207 SFR ARM
93760197 731 TEMECULA CA 92592 PUD ARM
92510916 586 CORONA CA 92882 SFR ARM
92014513 598 KANSAS CITY MO 64105 CONDO ARM
91129031 571 OAK LAWN IL 60453 SFR ARM
91129072 579 CLEVELAND OH 44102 SFR FIXED
92115070 541 MANITOWOC WI 54220 SFR ARM
93698512 671 DES MOINES IA 50315 SFR ARM
92511112 668 URBANA OH 43078 SFR ARM
92511153 606 MIRA LOMA CA 91752 SFR ARM
89292791 715 EAST CLEVELAND OH 44112 2-4 UNITS FIXED
91980995 558 PHOENIX AZ 85042 PUD ARM
92511310 645 CLEVELAND OH 44108 2-4 UNITS ARM
92814235 0 HOLLAND MI 49423 SFR ARM
91373472 535 PHOENIX AZ 85009 SFR ARM
94126711 559 HOUSTON TX 77074 PUD ARM
92115153 673 BAKERSFIELD CA 93312 SFR ARM
93650711 572 LAS VEGAS NV 89108 SFR ARM
93650794 623 CAMERON PARK CA 95682 SFR ARM
93317279 580 WENTZVILLE MO 63385 SFR ARM
92115351 699 TOWNSHIP OF WINTERFI MI 49665 SFR ARM
93698918 707 PHOENIX AZ 85031 SFR ARM
93698991 645 MESA AZ 85208 SFR ARM
91374355 673 PHOENIX AZ 85051 SFR ARM
92183631 559 SANTA CLARITA CA 91350 SFR ARM
93760239 596 BANNING CA 92220 SFR ARM
92512276 512 O FALLON MO 63368 SFR ARM
94439155 647 CALUMET CITY IL 60409 2-4 UNITS FIXED
91820316 619 CHICAGO IL 60639 2-4 UNITS ARM
92014638 556 EVERETT WA 98201 SFR ARM
87044756 584 CLEVELAND OH 44135 SFR FIXED
86385390 589 OPA LOCKA FL 33056 SFR ARM
92315316 688 LOS ANGELES CA 91335 CONDO ARM
92183995 609 CYPRESS CA 90630 SFR ARM
92184076 695 GLENDALE AZ 85302 SFR ARM
91762112 607 FONTANA CA 92337 SFR ARM
91648352 624 GRESHAM OR 97030 SFR ARM
91375634 623 LOS ANGELES CA 91342 SFR ARM
90505512 609 TUCSON AZ 85704 CONDO ARM
92184233 674 LOS ANGELES CA 90003 SFR ARM
92384155 587 TULARE CA 93274 SFR ARM
91648592 566 GARDENA CA 90247 SFR ARM
92115872 570 VENTURA CA 93003 SFR ARM
94320314 556 SALIDA CA 95368 SFR ARM
92248277 605 SPRING HILL FL 34606 SFR ARM
92814953 541 MIAMI FL 33176 SFR ARM
92184597 618 CARROLLTON TX 75006 SFR ARM
92815034 646 HEMET CA 92544 SFR ARM
93651990 701 BRONX NY 10453 2-4 UNITS ARM
91981795 643 ORLANDO FL 32839 CONDO ARM
84283092 590 LOUISVILLE KY 40211 SFR ARM
92248434 505 SAN DIEGO CA 92102 SFR ARM
93652196 594 OXON HILL MD 20745 SFR FIXED
90505835 627 JAMAICA NY 11436 SFR ARM
84284413 528 COSHOCTON OH 43812 SFR ARM
92512755 527 MINNEAPOLIS MN 55408 SFR ARM
92512839 627 CAPE CORAL FL 33993 SFR ARM
92248673 655 MIAMI FL 33174 SFR ARM
92185073 627 PHOENIX AZ 85029 SFR ARM
93652915 593 DETROIT MI 48206 2-4 UNITS FIXED
92512995 532 LAS VEGAS NV 89115 SFR ARM
92116235 606 DESOTO TX 75115 PUD ARM
84691971 686 MEMPHIS TN 38105 SFR ARM
93511673 693 LAS VEGAS NV 89118 CONDO ARM
91983072 550 HENDERSON NV 89015 SFR ARM
93319119 675 PASADENA MD 21122 SFR FIXED
92513159 717 LAS VEGAS NV 89141 SFR ARM
92185156 645 SACRAMENTO CA 95823 SFR ARM
92513399 657 CLEVELAND OH 44104 2-4 UNITS FIXED
92185230 663 PHILADELPHIA PA 19134 SFR ARM
93762276 648 MIAMI FL 33157 SFR ARM
91983593 624 TUCSON AZ 85745 SFR ARM
84696533 557 LAUDERHILL FL 33313 CONDO FIXED
93511830 569 LOS ANGELES CA 90015 2-4 UNITS ARM
94174273 479 FOX LAKE IL 60020 SFR ARM
93653434 697 MADISON WI 53719 2-4 UNITS ARM
84631654 0 BRADFORD OH 45308 SFR ARM
93437713 674 CLEVELAND OH 44108 2-4 UNITS FIXED
93437754 592 LANHAM MD 20706 SFR ARM
93888758 580 CAPE CORAL FL 33904 SFR ARM
93888873 508 ORLANDO FL 32810 PUD ARM
91762716 649 CORVALLIS OR 97330 SFR FIXED
90270356 526 ARLINGTON MA 2474 SFR ARM
92423755 564 TOLEDO OH 43611 SFR FIXED
91234310 587 CLEVELAND OH 44108 SFR ARM
92815356 649 PHILADELPHIA PA 19128 SFR ARM
91821439 610 PHOENIX AZ 85017 SFR ARM
93653871 658 MC KINNEY TX 75069 SFR ARM
92815554 548 CHATTANOOGA TN 37404 SFR ARM
91983957 590 LAS VEGAS NV 89101 2-4 UNITS ARM
93319556 642 HOUSTON TX 77049 PUD ARM
93319598 537 ANTIOCH CA 94509 SFR ARM
90326117 586 UNION CITY CA 94587 2-4 UNITS ARM
92249036 498 PHOENIX AZ 85016 CONDO ARM
92654433 580 APOPKA FL 32703 PUD FIXED
92316199 649 RIVERSIDE CA 92507 SFR ARM
92384957 679 LOS ANGELES CA 90001 SFR ARM
92059476 631 LOS ANGELES CA 91335 SFR ARM
92116599 642 MIAMI FL 33186 PUD ARM
92249234 581 FORT LAUDERDALE FL 33312 SFR ARM
91984112 600 PHOENIX AZ 85017 SFR ARM
93875037 600 EDGEWATER CO 80214 SFR ARM
90734310 598 PHOENIX AZ 85037 SFR ARM
93512119 598 LAS VEGAS NV 89131 PUD ARM
92815877 563 RENO NV 89512 SFR ARM
94132073 0 SOUTH BEND IN 46628 SFR ARM
92185677 635 FONTANA CA 92336 PUD ARM
92249515 704 BURLINGTON KY 41048 SFR ARM
92249598 622 LAKE ELSINORE CA 92530 SFR ARM
93320273 769 NIXA MO 65714 PUD ARM
92514678 628 TULSA OK 74120 SFR FIXED
93320356 600 ZION IL 60099 SFR ARM
92514835 618 SAINT LOUIS MO 63136 SFR ARM
92249796 620 ENCINITAS CA 92024 SFR ARM
92515030 681 LOS ANGELES CA 91325 SFR ARM
93832194 618 NORTH AURORA IL 60542 SFR ARM
92816230 610 CLEVELAND OH 44103 SFR FIXED
90508433 502 HENDERSON NV 89015 SFR ARM
92249911 692 DENVER CO 80223 SFR ARM
90907114 583 JACKSONVILLE FL 32218 PUD ARM
88253190 617 FORT LAUDERDALE FL 33317 CONDO FIXED
92816271 663 PHILADELPHIA PA 19134 SFR FIXED
92515352 517 CINCINNATI OH 45218 SFR ARM
91916957 648 CLEVELAND OH 44105 SFR ARM
92515717 628 COMPTON CA 90220 PUD ARM
93763837 650 MOUNT JULIET TN 37122 SFR ARM
93832715 744 LEMOORE CA 93245 SFR ARM
93655553 697 COLORADO SPRINGS CO 80904 2-4 UNITS ARM
92060797 685 DETROIT MI 48234 SFR ARM
93655637 527 CHICAGO IL 60621 2-4 UNITS ARM
83994152 502 LAMONT CA 93241 SFR ARM
84570217 558 POWELL OH 43065 SFR ARM
93763910 556 VALLEY CENTER CA 92082 SFR ARM
90544875 615 CINCINNATI OH 45206 SFR FIXED
84572254 625 OXNARD CA 93036 SFR ARM
84572619 659 MIAMI FL 33196 PUD ARM
91984799 587 LAS VEGAS NV 89128 SFR FIXED
93512556 601 PINE ISLAND MN 55963 SFR ARM
93512598 535 FLORISSANT MO 63031 SFR ARM
93655918 582 LEWISBURG PA 17837 SFR FIXED
91984872 595 PHOENIX AZ 85043 SFR ARM
93875433 595 AMARILLO TX 79110 SFR ARM
88362876 666 TAMARAC FL 33321 PUD FIXED
92816792 562 AZTEC NM 87410 SFR ARM
92117555 626 ROSEMEAD CA 91770 2-4 UNITS ARM
90849597 626 LAS VEGAS NV 89115 SFR ARM
93702355 561 STOCKTON CA 95206 SFR ARM
92317072 707 ANAHEIM CA 92804 SFR ARM
88363478 695 MIAMI FL 33126 CONDO FIXED
92816958 623 SKOKIE IL 60077 SFR-ATTACH ARM
92817071 637 EL MIRAGE AZ 85335 PUD ARM
93320877 577 BALTIMORE MD 21234 SFR ARM
92516236 586 AURORA CO 80011 SFR ARM
88857271 675 FORT LAUDERDALE FL 33324 CONDO FIXED
92385996 739 MONTAGUE NJ 7827 CONDO ARM
92317197 523 SCOTTSDALE AZ 85255 PUD ARM
93438356 555 SEATTLE WA 98106 SFR ARM
93438430 727 JENISON MI 49428 SFR FIXED
92061357 539 ANTIOCH CA 94531 SFR ARM
93321115 515 CEDAR SPRINGS MI 49319 SFR ARM
93656510 655 LAS VEGAS NV 89117 CONDO ARM
91660910 620 ORLANDO FL 32829 CONDO ARM
92516434 555 SPRINGVILLE AL 35146 SFR ARM
92117753 634 LAS VEGAS NV 89156 PUD ARM
92016310 622 CHICAGO IL 60827 SFR FIXED
90735275 594 CLEVELAND OH 44110 2-4 UNITS ARM
93321396 561 HOLLAND PA 18966 PUD FIXED
93438471 619 KEANSBURG NJ 7734 SFR ARM
93321511 627 KALAMAZOO MI 49008 2-4 UNITS ARM
91661199 620 AVONDALE AZ 85323 PUD ARM
93656759 652 HOLLYWOOD FL 33021 SFR ARM
93321594 610 CHICAGO IL 60652 SFR ARM
93321677 548 CALUMET CITY IL 60409 SFR ARM
92817279 653 BERKELEY CA 94705 SFR ARM
93657070 677 HOUSTON TX 77044 PUD ARM
85712156 654 CLEVELAND OH 44108 SFR FIXED
92817477 524 MATTESON IL 60443 SFR ARM
93702595 581 BALTIMORE MD 21244 SFR ARM
94932118 611 INGLESIDE TX 78362 SFR ARM
93513075 688 PHOENIX AZ 85037 SFR ARM
92317551 626 LA HABRA CA 90631 SFR ARM
92186519 509 DALLAS TX 75227 SFR ARM
93513356 631 ZION IL 60099 SFR ARM
93834075 651 BENTON MO 63736 SFR ARM
93657831 676 NORTH MIAMI FL 33181 CONDO ARM
92818079 558 BLOOMFIELD TOWNSHIP NJ 7003 2-4 UNITS ARM
92317916 660 MEMPHIS TN 38118 SFR FIXED
92186634 584 SPRING VALLEY NY 10977 SFR ARM
93513471 699 LAS VEGAS NV 89130 SFR ARM
93834398 609 RICHARDSON TX 75080 SFR ARM
88381033 684 SUNRISE FL 33351 PUD FIXED
93322196 581 SAINT JOSEPH MO 64503 SFR ARM
93322238 644 LEAVENWORTH KS 66048 SFR ARM
93703155 555 MINNEAPOLIS MN 55410 SFR FIXED
92186956 721 COLUMBUS OH 43221 SFR ARM
92818392 601 LAKE WORTH FL 33461 SFR ARM
92517358 618 SPANAWAY WA 98387 SFR ARM
93438992 656 KAHULUI HI 96732 SFR FIXED
90909433 531 MARYSVILLE OH 43040 SFR ARM
92517432 547 SANDUSKY OH 44870 SFR ARM
92062439 632 HYATTSVILLE MD 20785 SFR ARM
93658235 554 PHOENIX AZ 85035 SFR ARM
84605179 589 PHILADELPHIA PA 19148 SFR ARM
93658474 625 TUCSON AZ 85719 SFR ARM
93322634 607 CONWAY SC 29526 SFR ARM
93439115 647 HARTVILLE OH 44632 2-4 UNITS FIXED
92386879 634 EAST CLEVELAND OH 44112 2-4 UNITS ARM
88515192 620 PHOENIX AZ 85042 PUD ARM
93439271 631 ALBUQUERQUE NM 87105 SFR ARM
88515317 685 WELLINGTON FL 33414 PUD FIXED
92386994 485 LANCASTER OH 43130 SFR ARM
92387075 663 PORTSMOUTH NH 3801 CONDO ARM
87346631 643 WEST PALM BEACH FL 33409 SFR FIXED
91986117 608 ELIZABETH NJ 7201 2-4 UNITS ARM
93658953 626 LOS ANGELES CA 90049 CONDO ARM
90910431 578 LANSING IL 60438 SFR ARM
93439552 0 SANTA ROSA CA 95407 SFR ARM
92387190 703 ORANGE NJ 7050 2-4 UNITS ARM
92518273 500 MERRIMACK NH 3054 SFR FIXED
92187194 642 LAS VEGAS NV 89104 SFR ARM
92118470 673 BUFFALO NY 14214 2-4 UNITS ARM
92118512 565 NORTH LAS VEGAS NV 89031 PUD ARM
93890556 665 CLEVELAND OH 44104 SFR ARM
92319359 545 DENVER CO 80221 SFR ARM
93765675 567 LEHIGH ACRES FL 33936 SFR ARM
88516638 618 SAN BERNARDINO CA 92410 SFR FIXED
87045191 670 MIAMI FL 33125 2-4 UNITS FIXED
93835916 517 SPOKANE WA 99205 SFR ARM
92819390 526 ALBUQUERQUE NM 87121 SFR ARM
88616750 620 GLENDALE AZ 85302 SFR FIXED
92063031 644 SANTA FE SPRINGS CA 90670 SFR ARM
92819556 533 SAINT LOUIS MO 63136 SFR ARM
90735994 560 NEW ALBANY IN 47150 SFR ARM
91706838 553 SOUTH RICHMOND HILL NY 11419 SFR ARM
93439677 617 OAKLAND CA 94605 SFR ARM
92319599 541 CHALFONT PA 18914 PUD ARM
93704351 597 PORT SAINT LUCIE FL 34953 SFR ARM
91919555 548 SAINT LOUIS MO 63130 SFR ARM
93513679 650 ALBUQUERQUE NM 87123 SFR ARM
92016997 595 BOSCOBEL WI 53805 SFR ARM
91986836 696 SALT LAKE CITY UT 84118 SFR ARM
93513836 682 MORENO VALLEY CA 92555 PUD ARM
93439750 530 ELMHURST IL 60126 SFR ARM
91986992 547 MESA AZ 85210 SFR ARM
92519396 656 COLUMBUS OH 43222 2-4 UNITS FIXED
91764753 589 BELLFLOWER CA 90706 SFR ARM
91824235 650 TAMARAC FL 33319 CONDO ARM
93879518 544 BAY CITY MI 48706 SFR ARM
91919670 639 BREWER ME 4412 SFR ARM
93660157 618 CHICAGO IL 60619 2-4 UNITS ARM
93323996 662 SAN ANTONIO TX 78247 SFR ARM
82905217 670 MIAMI FL 33186 SFR FIXED
92519677 0 APPLETON WI 54913 SFR ARM
93439834 609 HOMETOWN IL 60456 SFR ARM
92819952 617 OAK LAWN IL 60453 SFR ARM
93514032 607 PHOENIX AZ 85037 PUD ARM
93514073 555 PHOENIX AZ 85033 PUD ARM
92320159 688 GARDEN GROVE CA 92844 SFR ARM
92063312 650 SURPRISE AZ 85388 PUD ARM
89363758 537 MARYSVILLE WA 98270 SFR ARM
92519875 624 WYOMING MI 49548 SFR ARM
93660355 658 MC KINNEY TX 75069 SFR ARM
92063395 626 PHOENIX AZ 85019 SFR FIXED
92118751 686 BAKERSFIELD CA 93312 SFR ARM
93660512 658 MC KINNEY TX 75069 SFR ARM
92118835 593 LONG BEACH CA 90805 2-4 UNITS ARM
92520071 616 CHICAGO IL 60634 SFR FIXED
92118876 606 FAIRVIEW TN 37062 SFR ARM
93660835 602 WYOMING MI 49509 SFR ARM
92187475 555 LORAIN OH 44052 SFR ARM
93836757 679 SOUTH BEND IN 46616 SFR ARM
93661395 669 MIRAMAR FL 33027 PUD ARM
91707554 608 MILWAUKEE WI 53216 2-4 UNITS ARM
92820711 620 PHOENIX AZ 85009 SFR ARM
93837474 666 CHICAGO IL 60636 2-4 UNITS ARM
93880797 759 SAMMAMISH WA 98075 SFR ARM
93661718 569 TUCSON AZ 85741 SFR ARM
93837672 658 ESCONDIDO CA 92027 SFR ARM
92520873 625 BERWYN IL 60402 SFR ARM
93705879 561 LA PLACE LA 70068 SFR ARM
93324630 607 LOVELAND CO 80537 SFR ARM
91825117 645 MONROE WI 53566 SFR ARM
93892313 611 ABINGDON MD 21009 PUD ARM
93838159 566 SAINT LOUIS MO 63111 SFR ARM
88273313 657 SAN DIEGO CA 92114 SFR FIXED
92821552 558 SAINT PAUL MN 55109 SFR ARM
92521756 663 GARY IN 46403 SFR ARM
93706398 742 MIRAMAR FL 33023 SFR ARM
91664714 630 OROVILLE CA 95966 SFR ARM
93663151 701 EVERGREEN CO 80439 SFR FIXED
93325470 565 CHARLOTTE NC 28269 PUD ARM
92521996 678 HARVEY IL 60426 SFR ARM
93838399 705 BELTON MO 64012 SFR ARM
91920751 634 DENVER CO 80211 SFR ARM
91665117 630 SAN BERNARDINO CA 92411 SFR ARM
93325751 0 SAINT GEORGE UT 84770 SFR ARM
87594438 690 MIAMI FL 33173 SFR FIXED
93883239 614 INDIO CA 92201 SFR ARM
93440352 699 RIDGEFIELD WA 98642 SFR ARM
93325835 640 LAS VEGAS NV 89110 SFR ARM
93663433 655 INDIANAPOLIS IN 46219 2-4 UNITS ARM
93514438 539 NORTHBROOK IL 60062 SFR ARM
93325876 556 CHICAGO IL 60637 2-4 UNITS ARM
92821834 580 MAGNA UT 84044 SFR ARM
92120039 554 EASTON PA 18042 SFR ARM
92989110 712 TOWNSHIP OF WINSLOW NJ 8081 SFR ARM
93043750 512 LEXINGTON NC 27292 SFR ARM
93706471 655 BROCKTON MA 2301 2-4 UNITS ARM
84696657 636 SPRINGFIELD MA 1104 SFR ARM
84740497 693 CLAYTON NJ 8312 SFR ARM
93440436 533 JEFFERSON GA 30549 SFR ARM
92388073 671 WEST PALM BEACH FL 33406 CONDO ARM
94183431 581 HONOLULU HI 96818 PUD FIXED
93514677 533 CHICAGO IL 60651 SFR ARM
93326072 657 MIRAMAR FL 33027 PUD ARM
92822311 555 SAINT PAUL MN 55106 SFR ARM
93514792 711 DOWNEY CA 90240 SFR ARM
92822477 732 PHOENIX AZ 85037 SFR ARM
92822519 649 SANTA CLARITA CA 91321 2-4 UNITS FIXED
92120237 487 PHILADELPHIA PA 19120 SFR ARM
93326312 537 WEST HAVEN CT 6516 2-4 UNITS ARM
93326395 631 GARDENA CA 90247 SFR ARM
93326437 618 MARENGO IL 60152 SFR ARM
92253475 551 LEOMINSTER MA 1453 SFR ARM
92120278 559 COLUMBUS OH 43235 SFR ARM
93326593 503 LAKELAND FL 33811 PUD ARM
91140350 513 SIDNEY OH 45365 SFR ARM
93839439 580 LOS ANGELES CA 91307 SFR ARM
93664431 513 LA PLACE LA 70068 SFR ARM
91140475 635 NORTH LAS VEGAS NV 89031 PUD FIXED
92065150 585 HOLLYWOOD FL 33024 SFR FIXED
92822832 582 PHOENIX AZ 85033 CONDO ARM
92822956 565 DISCOVERY BAY CA 94514 PUD ARM
92823038 714 MESA AZ 85204 SFR ARM
93706877 673 LANCASTER CA 93536 SFR ARM
92018076 506 CONYERS GA 30094 SFR ARM
92823590 643 SAN JUAN CAPISTRANO CA 92675 CONDO ARM
92120872 609 LAS VEGAS NV 89123 SFR ARM
93767150 746 CHICAGO IL 60625 SFR ARM
92823871 633 CHANDLER AZ 85225 SFR ARM
92824192 670 TIMBERLAKE NC 27583 SFR ARM
92321678 605 GLENDALE AZ 85304 SFR ARM
93441913 632 CARMEL VALLEY CA 93924 SFR ARM
93666956 696 ROLLING MEADOWS IL 60008 SFR ARM
92824432 618 COSTA MESA CA 92626 SFR ARM
92255272 652 EL SOBRANTE CA 94803 SFR FIXED
92824796 683 LOS ANGELES CA 90042 2-4 UNITS ARM
92066190 658 ROSAMOND CA 93560 SFR ARM
92825272 693 SAN BRUNO CA 94066 SFR ARM
93768117 708 ROUND ROCK TX 78664 PUD ARM
92825512 623 TEMECULA CA 92592 PUD ARM
93768398 720 LYNWOOD CA 90262 2-4 UNITS ARM
93768554 489 FLINT MI 48505 SFR ARM
93893238 632 CORAL GABLES FL 33133 SFR ARM
92066711 503 PEMBERTON NJ 8068 SFR ARM
89258511 622 UNION BRIDGE MD 21791 SFR FIXED
92256239 590 PHOENIX AZ 85037 SFR ARM
93669836 661 ESCONDIDO CA 92027 CONDO ARM
93843472 542 GRAND JUNCTION CO 81504 PUD ARM
93769594 603 MIAMI FL 33015 CONDO ARM
93329837 644 TAYLORSVILLE UT 84123 SFR ARM
92256510 591 SYLMAR CA 91342 SFR ARM
93844074 579 CONCORD CA 94520 SFR ARM
93894038 707 NORTH MIAMI BEACH FL 33160 CONDO FIXED
91711036 696 MIAMI FL 33144 2-4 UNITS ARM
91670232 580 RIALTO CA 92376 SFR ARM
94677473 755 CHICAGO IL 60618 SFR ARM
91828913 646 COVINA CA 91723 SFR ARM
92786631 591 WHEELING IL 60090 SFR ARM
86163755 579 BROOKLYN NY 11236 2-4 UNITS ARM
91923797 651 COLUMBUS OH 43235 SFR ARM
84867498 619 NORTHGLENN CO 80233 SFR ARM
90963356 625 RENO NV 89502 SFR ARM
93331593 547 WATERBURY CT 6706 2-4 UNITS ARM
93331759 697 MIAMI FL 33176 PUD ARM
92989359 611 MILWAUKEE WI 53216 2-4 UNITS ARM
92324995 668 SANTA FE SPRINGS CA 90670 SFR ARM
91181990 601 FORT WASHINGTON MD 20744 SFR ARM
93970390 741 CHINO CA 91710 SFR ARM
91924597 601 HUNTINGTON BEACH CA 92646 SFR ARM
92069673 528 QUEENS VILLAGE NY 11429 SFR ARM
90918632 545 WILLOUGHBY OH 44094 SFR ARM
91829994 611 TOWNSHIP OF LIVINGST NJ 7039 SFR ARM
91924837 628 WARRENSVILLE HEIGHTS OH 44128 SFR FIXED
88522594 491 WEST MELBOURNE FL 32904 SFR ARM
93712438 564 CHICAGO IL 60659 2-4 UNITS ARM
93712552 574 MONTGOMERY TX 77316 PUD ARM
92123678 610 NORTH RIDGEVILLE OH 44039 SFR ARM
92788033 638 BOCA RATON FL 33433 PUD ARM
93895076 600 MIAMI FL 33177 SFR ARM
86873874 637 SACRAMENTO CA 95827 SFR FIXED
93443877 668 CATHEDRAL CITY CA 92234 SFR ARM
92391952 566 CENTERBURG OH 43011 SFR ARM
92788876 631 MIAMI FL 33180 SFR ARM
93713394 557 CHICAGO IL 60630 SFR ARM
93773117 735 CHICAGO IL 60628 2-4 UNITS FIXED
91673996 691 RIVERSIDE CA 92509 SFR ARM
92070838 668 LANCASTER CA 93535 SFR ARM
85319432 805 CLEVELAND OH 44103 SFR ARM
91830919 599 SUPERIOR WI 54880 SFR ARM
91242990 644 TUCSON AZ 85711 SFR ARM
92192277 645 LOS ANGELES CA 90043 SFR ARM
84793777 689 ORLANDO FL 32822 SFR
