FINANCIAL ASSET SECURITIES CORP., Depositor WELLS FARGO BANK, N.A. Servicer (Effective January 1, 2007 and February 1, 2007) and DEUTSCHE BANK NATIONAL TRUST COMPANY, Trustee POOLING AND SERVICING AGREEMENT Dated as of September 1, 2006 Fremont Home...
FINANCIAL
ASSET SECURITIES CORP.,
Depositor
XXXXX
FARGO BANK, N.A.
Servicer
(Effective
January 1, 2007 and February 1, 2007)
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
Dated
as
of September 1, 2006
___________________________
Asset-Backed
Certificates, Series 2006-3
TABLE
OF CONTENTS
ARTICLE
I
DEFINITIONS
SECTION
1.01 Defined
Terms.
SECTION
1.02 Accounting.
SECTION
1.03 Allocation
of Certain Interest Shortfalls.
SECTION
1.04 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
by Trustee.
SECTION
2.03 Repurchase
or Substitution of Mortgage Loans by the Originator or the Seller.
SECTION
2.04 Intentionally
Omitted.
SECTION
2.05 Representations,
Warranties and Covenants of the Servicer.
SECTION
2.06 Representations
and Warranties of the Depositor.
SECTION
2.07 Issuance
of Certificates.
SECTION
2.08 Conveyance
of Subsequent Mortgage Loans
SECTION
2.09 Acceptance
of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6 and REMIC 7 by the
Trustee; Conveyance of REMIC Regular Interests; Issuance of
Certificates.
ARTICLE
III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION
3.01 Servicer
to Act as Servicer.
SECTION
3.02 Sub-Servicing
Agreements Between Servicer and Sub-Servicers; Subcontractors.
SECTION
3.03 Successor
Sub-Servicers.
SECTION
3.04 Liability
of the Servicer.
SECTION
3.05 No
Contractual Relationship Between Sub-Servicers and the Trustee or
Certificateholders.
SECTION
3.06 Assumption
or Termination of Sub-Servicing Agreements.
SECTION
3.07 Collection
of Certain Mortgage Loan Payments.
SECTION
3.08 Sub-Servicing
Accounts.
SECTION
3.09 Collection
of Taxes, Assessments and Similar Items; Servicing Accounts.
SECTION
3.10 Collection
Account.
SECTION
3.11 Withdrawals
from the Collection Account.
SECTION
3.12 Investment
of Funds in the Collection Account, the Pre-Funding Accounts and the Interest
Coverage Accounts.
SECTION
3.13 [Reserved].
SECTION
3.14 Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity Coverage.
SECTION
3.15 Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
SECTION
3.16 Realization
Upon Defaulted Mortgage Loans.
SECTION
3.17 Trustee
to Cooperate; Release of Mortgage Files.
SECTION
3.18 Servicing
Compensation.
SECTION
3.19 Reports;
Collection Account Statements.
SECTION
3.20 Statement
as to Compliance.
SECTION
3.21 Assessments
of Compliance and Attestation Reports.
SECTION
3.22 Remedies
Regarding Statements as to Compliance, Assessments of Compliance and Attestation
Reports.
SECTION
3.23 Access
to
Certain Documentation.
SECTION
3.24 Title,
Management and Disposition of REO Property.
SECTION
3.25 Obligations
of the Servicer in Respect of Prepayment Interest Shortfalls.
SECTION
3.26 Obligations
of the Servicer in Respect of Monthly Payments.
SECTION
3.27 Advance
Facility
ARTICLE
IV
FLOW OF
FUNDS
SECTION
4.01 Distributions.
SECTION
4.02 [Reserved].
SECTION
4.03 Statements.
SECTION
4.04 Remittance
Reports; Advances.
SECTION
4.05 Swap
Account.
SECTION
4.06 Tax
Treatment of Swap Payments and Swap Termination Payments.
SECTION
4.07 Commission
Reporting.
SECTION
4.08 Net
WAC
Rate Carryover Reserve Account.
SECTION
4.09 Distributions
on the REMIC Regular Interests.
SECTION
4.10 Allocation
of Realized Losses.
SECTION
4.11 Pre-Funding
Accounts.
SECTION
4.12 Interest
Coverage Accounts.
SECTION
4.13 Cap
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 Appointment
of Paying Agent.
ARTICLE
VI
THE
SERVICER, THE DEPOSITOR AND THE CREDIT RISK MANAGER
SECTION
6.01 Liability
of the Servicer and the Depositor.
SECTION
6.02 Merger
or
Consolidation of, or Assumption of the Obligations of, the Servicer or the
Depositor.
SECTION
6.03 Limitation
on Liability of the Servicer and Others.
SECTION
6.04 Servicer
Not to Resign.
SECTION
6.05 Delegation
of Duties.
SECTION
6.06 [Reserved].
SECTION
6.07 Inspection.
SECTION
6.08 Credit
Risk Manager.
SECTION
6.09 Limitation
Upon Liability of the Credit Risk Manager.
SECTION
6.10 Removal
of the Credit Risk Manager.
ARTICLE
VII
DEFAULT
SECTION
7.01 Servicer
Events of Termination.
SECTION
7.02 Trustee
to Act; Appointment of Successor.
SECTION
7.03 Waiver
of
Defaults.
SECTION
7.04 Notification
to Certificateholders.
SECTION
7.05 Survivability
of Servicer Liabilities.
ARTICLE
VIII
THE
TRUSTEE
SECTION
8.01 Duties
of
Trustee.
SECTION
8.02 Certain
Matters Affecting the Trustee.
SECTION
8.03 Trustee
Not Liable for Certificates or Mortgage Loans.
SECTION
8.04 Trustee
May Own Certificates.
SECTION
8.05 Trustee
Compensation and Expenses.
SECTION
8.06 Eligibility
Requirements for Trustee.
SECTION
8.07 Resignation
or Removal of Trustee.
SECTION
8.08 Successor
Trustee.
SECTION
8.09 Merger
or
Consolidation of Trustee.
SECTION
8.10 Appointment
of Co-Trustee or Separate Trustee.
SECTION
8.11 Limitation
of Liability.
SECTION
8.12 Trustee
May Enforce Claims Without Possession of Certificates.
SECTION
8.13 Suits
for
Enforcement.
SECTION
8.14 Waiver
of
Bond Requirement.
SECTION
8.15 Waiver
of
Inventory, Accounting and Appraisal Requirement.
ARTICLE
IX
REMIC
ADMINISTRATION
SECTION
9.01 REMIC
Administration.
SECTION
9.02 Prohibited
Transactions and Activities.
SECTION
9.03 Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
ARTICLE
X
TERMINATION
SECTION
10.01 Termination.
SECTION
10.02 Additional
Termination Requirements.
ARTICLE
XI
MISCELLANEOUS PROVISIONS
SECTION
11.01 Amendment.
SECTION
11.02 Recordation
of Agreement; Counterparts.
SECTION
11.03 Limitation
on Rights of Certificateholders.
SECTION
11.04 Governing
Law; Jurisdiction.
SECTION
11.05 Notices.
SECTION
11.06 Severability
of Provisions.
SECTION
11.07 Article
and Section References.
SECTION
11.08 Notice
to
the Rating Agencies and the NIMS Insurer.
SECTION
11.09 Further
Assurances.
SECTION
11.10 Third
Party Rights.
SECTION
11.11 Benefits
of Agreement.
SECTION
11.12 Acts
of
Certificateholders.
SECTION
11.13 Intention
of the Parties and Interpretation.
Exhibits:
Exhibit
A-1 Form
of
Class I-A-1 Certificates
Exhibit
A-2 Form
of
Class II-A-1 Certificates
Exhibit
A-3 Form
of
Class II-A-2 Certificates
Exhibit
A-4 Form
of
Class II-A-3 Certificates
Exhibit
A-5 Form
of
Class II-A-4 Certificates
Exhibit
A-6 Form
of
Class M-1 Certificates
Exhibit
A-7 Form
of
Class M-2 Certificates
Exhibit
A-8 Form
of
Class M-3 Certificates
Exhibit
A-9 Form
of
Class M-4 Certificates
Exhibit
A-10 Form
of
Class M-5 Certificates
Exhibit
A-11 Form
of
Class M-6 Certificates
Exhibit
A-12 Form
of
Class M-7 Certificates
Exhibit
A-13 Form
of
Class M-8 Certificates
Exhibit
A-14 Form
of
Class M-9 Certificates
Exhibit
A-15 Form
of
Class M-10 Certificates
Exhibit
A-16 Form
of
Class C Certificates
Exhibit
A-17 Form
of
Class P Certificates
Exhibit
A-18 Form
of
Class R Certificates
Exhibit
A-19 Form
of
Class R-X Certificates
Exhibit
B [Reserved]
Exhibit
C Form
of
Assignment Agreement
Exhibit
D Mortgage
Loan Schedule
Exhibit
E Request
for Release
Exhibit
F-1 Form
of
Trustee’s/Custodian’s Initial Certification
Exhibit
F-2 Form
of
Trustee’s/Custodian’s Final Certification
Exhibit
F-3 Form
of
Receipt of Mortgage Note
Exhibit
G [Reserved]
Exhibit
H Form
of
Lost Note Affidavit
Exhibit
I Form
of
Limited Power of Attorney
Exhibit
J Form
of
Investment Letter
Exhibit
K Form
of
Transfer Affidavit for Residual Certificates
Exhibit
L Form
of
Transferor Certificate
Exhibit
M Form
of
ERISA Representation Letter
Exhibit
N-1 Form
Certification to be Provided by the Depositor with Form 10-K
Exhibit
N-2 Form
Certification to be Provided to the Depositor by the Trustee
Exhibit
N-3 Form
Certification to be Provided to the Depositor by the Servicer
Exhibit
O Form
of
Interest Rate Cap Contract
Exhibit
P Form
of
Annual Statement as to Compliance
Exhibit
Q Form
of
Interest Rate Swap Agreement
Exhibit
R-1 Form
of
Watchlist Report
Exhibit
R-2 Form
of
Loss Severity Report
Exhibit
R-3 [Reserved]
Exhibit
R-4 Form
of
Prepayment Premiums Report
Exhibit
R-5 Form
of
Analytics Report
Exhibit
S Servicing
Criteria
Exhibit
T Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit
U Form
of
Basis Risk Cap Agreement
Exhibit
V Form
of
Subsequent Transfer Instrument
Exhibit
W Form
of
Addition Notice
Exhibit
X Form
of
Cap Allocation Agreement
Exhibit
Y Form
of
Certification to be Provided by the Credit Risk Manager
Schedule
I Prepayment
Charge Schedule
Schedule
II Swap
Payment Schedule
Schedule
III Schedule
of Mortgage Loans and Servicing Transfer Dates
This
Pooling and Servicing Agreement is dated as of September 1, 2006 (the
“Agreement”), among FINANCIAL ASSET SECURITIES CORP., as depositor (the
“Depositor”), XXXXX FARGO BANK, N.A., as servicer effective January 1, 2007 and
February 1, 2007 (the “Servicer”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, as
trustee (the “Trustee”).
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of nineteen classes
of
certificates, designated as (i) the Class I-A-1 Certificates, (ii) the Class
II-A-1 Certificates, (iii) the Class II-A-2 Certificates, (iv) Class II-A-3
Certificates, (v) the Class II-A-4 Certificates, (vi) the Class M-1 Certificates
(vii) the Class M-2 Certificates, (viii) the Class M-3 Certificates, (ix)
the
Class M-4 Certificates, (x) the Class M-5 Certificates, (xi) the Class M-6
Certificates, (xii) the Class M-7 Certificates, (xiii) the Class M-8
Certificates, (xiv) the Class M-9 Certificates, (xv) the Class M-10
Certificates, (xvi) the Class C Certificates, (xvii) the Class P Certificates,
(xviii) the Class R Certificates and (xix) the Class R-X
Certificates.
REMIC
1
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the Mortgage Loans and certain other related assets subject
to
this Agreement (exclusive of the Pre-Funding Accounts, the Interest Coverage
Accounts, any Subsequent Mortgage Loan Interest, the Net WAC Rate Carryover
Reserve Account, the Cap Allocation Agreement, the Cap Account, the Interest
Rate Swap Agreement, the Swap Acount, the Supplemental Interest Trust, any
Servicer Prepayment Charge Payment Amounts, the Basis Risk Cap Agreement
and the
Interest Rate Cap Contract) as a REMIC for federal income tax purposes, and
such
segregated pool of assets shall be designated as “REMIC 1.” The Class R-1
Interest shall represent the sole class of “residual interests” in REMIC 1 for
purposes of the REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through
Rate, the initial Uncertificated Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC 1 Regular Interests (as defined herein).
None of the REMIC 1 Regular Interests shall be certificated.
|
Designation
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
|||||||
|
I-LT1
|
Variable(2
|
)
|
$
|
444,210,719.25
|
February
25, 2037
|
|||||
|
I-LT1PF
|
Variable(2
|
)
|
$
|
229,839,482.91
|
February
25, 0000
|
|||||
|
X-XX0
|
Variable(2
|
)
|
$
|
618,617,188.27
|
February
25, 2037
|
|||||
|
I-LT2PF
|
Variable(2
|
)
|
$
|
337,068,542.52
|
February
25, 0000
|
|||||
|
X-XXX
|
Variable(2
|
)
|
$
|
100.00
|
February
25, 2037
|
|||||
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 1 Pass-Through Rate”
herein.
REMIC
2
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the REMIC 1 Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC 2.”
The Class R-2 Interest shall represent the sole class of “residual interests” in
REMIC 2 for purposes of the REMIC Provisions. The following table irrevocably
sets forth the designation, the Uncertificated REMIC 2 Pass-Through Rate,
the
initial Uncertificated Principal Balance and, for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC 2 Regular Interests (as defined herein). None of the
REMIC 2 Regular Interests shall be certificated.
|
Designation
|
Uncertificated
REMIC 2
Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|||||||
|
I
|
Variable(2
|
)
|
$
|
346,639,537.95
|
February
25, 2037
|
|||||
|
I-1-A
|
Variable(2
|
)
|
$
|
29,413,147.50
|
February
25, 2037
|
|||||
|
I-1-B
|
Variable(2
|
)
|
$
|
29,413,147.50
|
February
25, 2037
|
|||||
|
I-2-A
|
Variable(2
|
)
|
$
|
28,988,721.25
|
February
25, 2037
|
|||||
|
I-2-B
|
Variable(2
|
)
|
$
|
28,988,721.25
|
February
25, 2037
|
|||||
|
I-3-A
|
Variable(2
|
)
|
$
|
27,635,755.00
|
February
25, 2037
|
|||||
|
I-3-B
|
Variable(2
|
)
|
$
|
27,635,755.00
|
February
25, 2037
|
|||||
|
I-4-A
|
Variable(2
|
)
|
$
|
26,344,905.00
|
February
25, 2037
|
|||||
|
I-4-B
|
Variable(2
|
)
|
$
|
26,344,905.00
|
February
25, 2037
|
|||||
|
I-5-A
|
Variable(2
|
)
|
$
|
25,114,987.50
|
February
25, 2037
|
|||||
|
I-5-B
|
Variable(2
|
)
|
$
|
25,114,987.50
|
February
25, 2037
|
|||||
|
I-6-A
|
Variable(2
|
)
|
$
|
23,943,098.75
|
February
25, 2037
|
|||||
|
I-6-B
|
Variable(2
|
)
|
$
|
23,943,098.75
|
February
25, 2037
|
|||||
|
I-7-A
|
Variable(2
|
)
|
$
|
22,826,485.00
|
February
25, 2037
|
|||||
|
I-7-B
|
Variable(2
|
)
|
$
|
22,826,485.00
|
February
25, 2037
|
|||||
|
I-8-A
|
Variable(2
|
)
|
$
|
21,762,511.25
|
February
25, 2037
|
|||||
|
I-8-B
|
Variable(2
|
)
|
$
|
21,762,511.25
|
February
25, 2037
|
|||||
|
I-9-A
|
Variable(2
|
)
|
$
|
20,748,676.25
|
February
25, 2037
|
|||||
|
I-9-B
|
Variable(2
|
)
|
$
|
20,748,676.25
|
February
25, 2037
|
|||||
|
I-10-A
|
Variable(2
|
)
|
$
|
19,788,120.00
|
February
25, 2037
|
|||||
|
I-10-B
|
Variable(2
|
)
|
$
|
19,788,120.00
|
February
25, 2037
|
|||||
|
I-11-A
|
Variable(2
|
)
|
$
|
18,903,156.25
|
February
25, 2037
|
|||||
|
I-11-B
|
Variable(2
|
)
|
$
|
18,903,156.25
|
February
25, 2037
|
|||||
|
I-12-A
|
Variable(2
|
)
|
$
|
18,270,661.25
|
February
25, 2037
|
|||||
|
I-12-B
|
Variable(2
|
)
|
$
|
18,270,661.25
|
February
25, 2037
|
|||||
|
I-13-A
|
Variable(2
|
)
|
$
|
192,270,222.50
|
February
25, 2037
|
|||||
|
I-13-B
|
Variable(2
|
)
|
$
|
192,270,222.50
|
February
25, 2037
|
|||||
|
I-14-A
|
Variable(2
|
)
|
$
|
75,883,232.50
|
February
25, 2037
|
|||||
|
I-14-B
|
Variable(2
|
)
|
$
|
75,883,232.50
|
February
25, 2037
|
|||||
|
I-15-A
|
Variable(2
|
)
|
$
|
4,347,681.25
|
February
25, 2037
|
|||||
|
I-15-B
|
Variable(2
|
)
|
$
|
4,347,681.25
|
February
25, 2037
|
|||||
|
I-16-A
|
Variable(2
|
)
|
$
|
3,924,816.25
|
February
25, 2037
|
|||||
|
I-16-B
|
Variable(2
|
)
|
$
|
3,924,816.25
|
February
25, 2037
|
|||||
|
I-17-A
|
Variable(2
|
)
|
$
|
3,370,167.50
|
February
25, 2037
|
|||||
|
I-17-B
|
Variable(2
|
)
|
$
|
3,370,167.50
|
February
25, 2037
|
|||||
|
I-18-A
|
Variable(2
|
)
|
$
|
2,884,645.00
|
February
25, 2037
|
|||||
|
I-18-B
|
Variable(2
|
)
|
$
|
2,884,645.00
|
February
25, 2037
|
|||||
|
I-19-A
|
Variable(2
|
)
|
$
|
2,769,820.00
|
February
25, 2037
|
|||||
|
I-19-B
|
Variable(2
|
)
|
$
|
2,769,820.00
|
February
25, 2037
|
|||||
|
I-20-A
|
Variable(2
|
)
|
$
|
2,665,372.50
|
February
25, 2037
|
|||||
|
I-20-B
|
Variable(2
|
)
|
$
|
2,665,372.50
|
February
25, 2037
|
|||||
|
I-21-A
|
Variable(2
|
)
|
$
|
2,565,010.00
|
February
25, 2037
|
|||||
|
I-21-B
|
Variable(2
|
)
|
$
|
2,565,010.00
|
February
25, 2037
|
|||||
|
I-22-A
|
Variable(2
|
)
|
$
|
2,468,567.50
|
February
25, 2037
|
|||||
|
I-22-B
|
Variable(2
|
)
|
$
|
2,468,567.50
|
February
25, 2037
|
|||||
|
I-23-A
|
Variable(2
|
)
|
$
|
2,375,880.00
|
February
25, 2037
|
|||||
|
I-23-B
|
Variable(2
|
)
|
$
|
2,375,880.00
|
February
25, 2037
|
|||||
|
I-24-A
|
Variable(2
|
)
|
$
|
2,329,617.50
|
February
25, 2037
|
|||||
|
I-24-B
|
Variable(2
|
)
|
$
|
2,329,617.50
|
February
25, 2037
|
|||||
|
I-25-A
|
Variable(2
|
)
|
$
|
3,325,990.00
|
February
25, 2037
|
|||||
|
I-25-B
|
Variable(2
|
)
|
$
|
3,325,990.00
|
February
25, 2037
|
|||||
|
I-26-A
|
Variable(2
|
)
|
$
|
3,250,036.25
|
February
25, 2037
|
|||||
|
I-26-B
|
Variable(2
|
)
|
$
|
3,250,036.25
|
February
25, 2037
|
|||||
|
I-27-A
|
Variable(2
|
)
|
$
|
1,924,207.50
|
February
25, 2037
|
|||||
|
I-27-B
|
Variable(2
|
)
|
$
|
1,924,207.50
|
February
25, 2037
|
|||||
|
I-28-A
|
Variable(2
|
)
|
$
|
1,831,413.75
|
February
25, 2037
|
|||||
|
I-28-B
|
Variable(2
|
)
|
$
|
1,831,413.75
|
February
25, 2037
|
|||||
|
I-29-A
|
Variable(2
|
)
|
$
|
1,766,258.75
|
February
25, 2037
|
|||||
|
I-29-B
|
Variable(2
|
)
|
$
|
1,766,258.75
|
February
25, 2037
|
|||||
|
I-30-A
|
Variable(2
|
)
|
$
|
1,703,428.75
|
February
25, 2037
|
|||||
|
I-30-B
|
Variable(2
|
)
|
$
|
1,703,428.75
|
February
25, 2037
|
|||||
|
I-31-A
|
Variable(2
|
)
|
$
|
1,642,841.25
|
February
25, 2037
|
|||||
|
I-31-B
|
Variable(2
|
)
|
$
|
1,642,841.25
|
February
25, 2037
|
|||||
|
I-32-A
|
Variable(2
|
)
|
$
|
1,584,413.75
|
February
25, 2037
|
|||||
|
I-32-B
|
Variable(2
|
)
|
$
|
1,584,413.75
|
February
25, 2037
|
|||||
|
I-33-A
|
Variable(2
|
)
|
$
|
1,528,071.25
|
February
25, 2037
|
|||||
|
I-33-B
|
Variable(2
|
)
|
$
|
1,528,071.25
|
February
25, 2037
|
|||||
|
I-34-A
|
Variable(2
|
)
|
$
|
1,473,736.25
|
February
25, 2037
|
|||||
|
I-34-B
|
Variable(2
|
)
|
$
|
1,473,736.25
|
February
25, 2037
|
|||||
|
I-35-A
|
Variable(2
|
)
|
$
|
1,421,338.75
|
February
25, 2037
|
|||||
|
I-35-B
|
Variable(2
|
)
|
$
|
1,421,338.75
|
February
25, 2037
|
|||||
|
I-36-A
|
Variable(2
|
)
|
$
|
1,370,807.50
|
February
25, 2037
|
|||||
|
I-36-B
|
Variable(2
|
)
|
$
|
1,370,807.50
|
February
25, 2037
|
|||||
|
I-37-A
|
Variable(2
|
)
|
$
|
1,322,077.50
|
February
25, 2037
|
|||||
|
I-37-B
|
Variable(2
|
)
|
$
|
1,322,077.50
|
February
25, 2037
|
|||||
|
I-38-A
|
Variable(2
|
)
|
$
|
1,275,081.25
|
February
25, 2037
|
|||||
|
I-38-B
|
Variable(2
|
)
|
$
|
1,275,081.25
|
February
25, 2037
|
|||||
|
I-39-A
|
Variable(2
|
)
|
$
|
1,229,758.75
|
February
25, 2037
|
|||||
|
I-39-B
|
Variable(2
|
)
|
$
|
1,229,758.75
|
February
25, 2037
|
|||||
|
I-40-A
|
Variable(2
|
)
|
$
|
1,186,048.75
|
February
25, 2037
|
|||||
|
I-40-B
|
Variable(2
|
)
|
$
|
1,186,048.75
|
February
25, 2037
|
|||||
|
I-41-A
|
Variable(2
|
)
|
$
|
1,143,897.50
|
February
25, 2037
|
|||||
|
I-41-B
|
Variable(2
|
)
|
$
|
1,143,897.50
|
February
25, 2037
|
|||||
|
I-42-A
|
Variable(2
|
)
|
$
|
1,103,242.50
|
February
25, 2037
|
|||||
|
I-42-B
|
Variable(2
|
)
|
$
|
1,103,242.50
|
February
25, 2037
|
|||||
|
I-43-A
|
Variable(2
|
)
|
$
|
1,064,036.25
|
February
25, 2037
|
|||||
|
I-43-B
|
Variable(2
|
)
|
$
|
1,064,036.25
|
February
25, 2037
|
|||||
|
I-44-A
|
Variable(2
|
)
|
$
|
1,026,222.50
|
February
25, 2037
|
|||||
|
I-44-B
|
Variable(2
|
)
|
$
|
1,026,222.50
|
February
25, 2037
|
|||||
|
I-45-A
|
Variable(2
|
)
|
$
|
989,755.00
|
February
25, 2037
|
|||||
|
I-45-B
|
Variable(2
|
)
|
$
|
989,755.00
|
February
25, 2037
|
|||||
|
I-46-A
|
Variable(2
|
)
|
$
|
954,583.75
|
February
25, 2037
|
|||||
|
I-46-B
|
Variable(2
|
)
|
$
|
954,583.75
|
February
25, 2037
|
|||||
|
I-47-A
|
Variable(2
|
)
|
$
|
920,662.50
|
February
25, 2037
|
|||||
|
I-47-B
|
Variable(2
|
)
|
$
|
920,662.50
|
February
25, 2037
|
|||||
|
I-48-A
|
Variable(2
|
)
|
$
|
901,117.50
|
February
25, 2037
|
|||||
|
I-48-B
|
Variable(2
|
)
|
$
|
901,117.50
|
February
25, 2037
|
|||||
|
I-49-A
|
Variable(2
|
)
|
$
|
890,076.25
|
February
25, 2037
|
|||||
|
I-49-B
|
Variable(2
|
)
|
$
|
890,076.25
|
February
25, 2037
|
|||||
|
I-50-A
|
Variable(2
|
)
|
$
|
874,843.75
|
February
25, 2037
|
|||||
|
I-50-B
|
Variable(2
|
)
|
$
|
874,843.75
|
February
25, 2037
|
|||||
|
I-51-A
|
Variable(2
|
)
|
$
|
22,248,992.50
|
February
25, 2037
|
|||||
|
I-51-B
|
Variable(2
|
)
|
$
|
22,248,992.50
|
February
25, 2037
|
|||||
|
P
|
Variable(2
|
)
|
$
|
100.00
|
February
25, 2037
|
|||||
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 2 Pass-Through Rate”
herein.
REMIC
3
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the REMIC 2 Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC 3.”
The Class R-3 Interest shall represent the sole class of “residual interests” in
REMIC 3 for purposes of the REMIC Provisions. The following table irrevocably
sets forth the designation, the Uncertificated REMIC 3 Pass-Through Rate,
the
initial Uncertificated Principal Balance and, for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each of the REMIC 3 Regular Interests (as defined herein). None of the
REMIC 3 Regular Interests shall be certificated.
|
Designation
|
Uncertificated
REMIC 3
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
|
LTAA
|
Variable(2)
|
$
1,597,141,116.34
|
February
25, 2037
|
|
|
LTIA1
|
Variable(2)
|
$
5,271,070.00
|
February
25, 2037
|
|
|
LTIIA1
|
Variable(2)
|
$
3,786,700.00
|
February
25, 2037
|
|
|
LTIIA2
|
Variable(2)
|
$
1,560,700.00
|
February
25, 2037
|
|
|
LTIIA3
|
Variable(2)
|
$
1,605,000.00
|
February
25, 2037
|
|
|
LTIIA4
|
Variable(2)
|
$
521,060.00
|
February
25, 2037
|
|
|
LTM1
|
Variable(2)
|
$
757,830.00
|
February
25, 2037
|
|
|
LTM2
|
Variable(2)
|
$
643,750.00
|
February
25, 2037
|
|
|
LTM3
|
Variable(2)
|
$
301,500.00
|
February
25, 2037
|
|
|
LTM4
|
Variable(2)
|
$
285,200.00
|
February
25, 2037
|
|
|
LTM5
|
Variable(2)
|
$
260,760.00
|
February
25, 2037
|
|
|
LTM6
|
Variable(2)
|
$
244,460.00
|
February
25, 2037
|
|
|
LTM7
|
Variable(2)
|
$
171,120.00
|
February
25, 2037
|
|
|
LTM8
|
Variable(2)
|
$
146,680.00
|
February
25, 2037
|
|
|
LTM9
|
Variable(2)
|
$
179,270.00
|
February
25, 2037
|
|
|
LTM10
|
Variable(2)
|
|
$
244,460.00
|
February
25, 2037
|
|
LTZZ
|
Variable(2)
|
$
16,615,156.66
|
February
25, 2037
|
|
|
LTP
|
Variable(2)
|
$
100.00
|
February
25, 2037
|
|
|
LTIO
|
Variable(2)
|
(3)
|
February
25, 2037
|
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Uncertificated REMIC 3 Pass-Through Rate”
herein.
(3) REMIC
3
Regular Interest LTIO shall not have an Uncertificated Principal Balance,
but
shall accrue interest on its Uncertificated Notional Amount, as defined
herein.
REMIC
4
As
provided herein, the Trustee shall elect to treat the segregated pool of
assets
consisting of the REMIC 3 Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC 4.”
The Class R-4 Interest shall evidence the sole class of “residual interests” in
REMIC 4 for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, the Pass-Through
Rate,
the Original Class Certificate Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for each Class of Certificates that represents one or more of the “regular
interests” in REMIC 4 created hereunder.
|
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|
|
Class
I-A-1
|
$527,107,000.00
|
Variable(2)
|
February
25, 2037
|
|
|
Class
II-A-1
|
$378,670,000.00
|
Variable(2)
|
February
25, 2037
|
|
|
Class
II-A-2
|
$156,070,000.00
|
Variable(2)
|
February
25, 2037
|
|
|
Class
II-A-3
|
$160,500,000.00
|
Variable(2)
|
February
25, 2037
|
|
|
Class
II-A-4
|
$52,106,000.00
|
Variable(2)
|
February
25, 2037
|
|
|
Class
M-1
|
$75,783,000.00
|
Variable(2)
|
February
25, 2037
|
|
|
Class
M-2
|
$64,375,000.00
|
Variable(2)
|
February
25, 2037
|
|
|
Class
M-3
|
$30,150,000.00
|
Variable(2)
|
February
25, 2037
|
|
|
Class
M-4
|
$28,520,000.00
|
Variable(2)
|
February
25, 2037
|
|
|
Class
M-5
|
$26,076,000.00
|
Variable(2)
|
February
25, 2037
|
|
|
Class
M-6
|
$24,446,000.00
|
Variable(2)
|
February
25, 2037
|
|
|
Class
M-7
|
$17,112,000.00
|
Variable(2)
|
February
25, 2037
|
|
|
Class
M-8
|
$14,668,000.00
|
Variable(2)
|
February
25, 2037
|
|
|
Class
M-9
|
$17,927,000.00
|
Variable(2)
|
February
25, 2037
|
|
|
Class
M-10
|
$24,446,000.00
|
Variable(2)
|
February
25, 2037
|
|
|
Class
C Interest
|
$
31,779,932.90
|
Variable(3)
|
February
25, 2037
|
|
|
Class
P Interest
|
$
100.00
|
Variable(4)
|
February
25, 2037
|
|
|
Class
IO Interest
|
(5)
|
(6)
|
February
25, 2037
|
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) Calculated
in accordance with the definition of “Pass-Through Rate” herein.
(3) The
Class
C Interest will accrue interest at its variable Pass-Through Rate on the
Notional Amount of the Class C Interest outstanding from time to time which
will
equal the aggregate of the Uncertificated Principal Balance of the REMIC
3
Regular Interests (other than REMIC 3 Regular Interest LTP). The Class C
Interest will not accrue interest on its Certificate Principal
Balance.
(4) The
Class
P Interest will not accrue interest.
(5) For
federal income tax purposes, the Class IO Interest will not have an Certificate
Principal Balance, but will have a notional amount equal to the Uncertificated
Notional Amount of REMIC 3 Regular Interest LTIO.
(6) For
federal income tax purposes, the Class IO Interest will not have a Pass-Through
Rate, but will be entitled to 100% of the amounts distributed on REMIC 3
Regular
Interest LTIO.
REMIC
5
As
provided herein, the Trustee shall make an election to treat the Class C
Interest as a REMIC for federal income tax purposes, and such segregated
pool of
assets will be designated as “REMIC 5.” The Class R-5 Interest represents the
sole class of “residual interests” in REMIC 5 for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation, Pass-Through
Rate, the Original Class Certificate Principal Balance and, for purposes
of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for the Class C Certificates.
|
Class
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|
Class
C
|
$
31,779,832.90
|
Variable(2)
|
February
25, 2037
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) The
Class
C Certificates will receive 100% of amounts received in respect of the Class
C
Interest. The Class C Certificates will also be entitled to Subsequent Mortgage
Loan Interest, as a right with respect to a component of the Class C
Certificates that will not be treated as a REMIC regular interest but rather
as
separate interest strips from the Subsequent Mortgage Loans for a specified
period of time.
REMIC
6
As
provided herein, the Trustee shall make an election to treat the Class P
Interest as a REMIC for federal income tax purposes, and such segregated
pool of
assets will be designated as “REMIC 6.” The Class R-6 Interest represents the
sole class of “residual interests” in REMIC 6 for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation, Pass-Through
Rate, the Original Class Certificate Principal Balance and, for purposes
of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for the Class P Certificates.
|
Class
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|
Class
P
|
$ 100.00
|
Variable(2)
|
February
25, 2037
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) The
Class
P Certificates will receive 100% of amounts received in respect of the Class
P
Interest.
REMIC
7
As
provided herein, the Trustee shall make an election to treat the Class IO
Interest as a REMIC for federal income tax purposes, and such segregated
pool of
assets will be designated as “REMIC 7.” The Class R-7 Interest represents the
sole class of “residual interests” in REMIC 7 for purposes of the REMIC
Provisions.
The
following table sets forth (or describes) the Class designation, Pass-Through
Rate, the Original Class Certificate Principal Balance and, for purposes
of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date”for the Class IO Certificates.
|
Class
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|
SWAP
IO
|
N/A
|
Variable(2)
|
February
25, 2037
|
________________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
(2) REMIC
7
Regular Interest SWAP IO shall receive 100% of amounts received in respect
of
the Class IO Interest.
ARTICLE
I
DEFINITIONS
| SECTION 1.01 |
Defined
Terms.
|
Whenever
used in this Agreement or in the Preliminary Statement, the following words
and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all calculations
in
respect of interest on the Floating Rate Certificates shall be made on
the basis
of the actual number of days elapsed and a 360-day year and all calculations
in
respect of interest on the Class C Certificates, Class IO Interest, REMIC
2
Regular Interests, REMIC 3 Regular Interests and all other calculations
of
interest described herein shall be made on the basis of a 360-day year
consisting of twelve 30-day months. The Class P Certificates and the Residual
Certificates are not entitled to distributions in respect of interest and,
accordingly, will not accrue interest.
“1933
Act”: The Securities Act of 1933, as amended.
“Account”:
Any of the Collection Account, Distribution Account, Cap Account or Swap
Account.
“Accrual
Period”: With respect to the Floating Rate Certificates and each Distribution
Date, the period commencing on the preceding Distribution Date (or in the
case
of the first such Accrual Period, commencing on the Closing Date) and ending
on
the day preceding the current Distribution Date. With respect to the Class
C
Certificates and each Distribution Date, the calendar month of such Distribution
Date
“Addition
Notice”: With respect to the transfer of Subsequent Mortgage Loans to the Trust
Fund pursuant to Section 2.08, 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 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 attached hereto as Exhibit W.
“Adjustable-Rate
Mortgage Loan”: A first lien Mortgage Loan which provides at any period during
the life of such loan for the adjustment of the Mortgage Rate payable in
respect
thereto. The Adjustable-Rate Mortgage Loans are identified as such on the
Mortgage Loan Schedule.
“Adjusted
Net Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the related
REO Property), as of any date of determination, a per annum rate of interest
equal to the applicable Maximum Mortgage Rate for such Mortgage Loan (or
the
Mortgage Rate in the case of any Fixed-Rate Mortgage Loan) as of the first
day
of the month preceding the month in which the related Distribution Date
occurs
minus the sum of (i) the Servicing Fee Rate and (ii) the Credit Risk Manager
Fee
Rate.
“Adjusted
Net Mortgage Rate”: With respect to any Mortgage Loan (or the related REO
Property), as of any date of determination, a per annum rate of interest
equal
to the applicable Mortgage Rate for such Mortgage Loan as of the first
day of
the month preceding the month in which the related Distribution Date occurs
minus the sum of (i) the Servicing Fee Rate and (ii) the Credit Risk Manager
Fee
Rate.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, each adjustment date,
on which the Mortgage Rate of such Mortgage Loan changes pursuant to the
related
Mortgage Note. The first Adjustment Date following the Cut-off Date as
to each
Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan
Schedule.
“Advance”:
As to any Mortgage Loan or REO Property, any advance made by the Servicer
in
respect of any Distribution Date pursuant to Section 4.04.
“Advance
Facility”: As defined in Section 3.29 hereof.
“Advance
Facility Notic”: As defined in Section 3.29 hereof.
“Advancing
Financing Person”: As defined in Section 3.29 hereof.
“Advance
Reimbursement Amounts”: As defined in Section 3.29 hereof.
“Adverse
REMIC Event”: As defined in Section 9.01(f) hereof.
“Affiliate”:
With respect to any Person, any other Person controlling, controlled by
or under
common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
or
indirectly, whether through ownership of voting securities, by contract
or
otherwise and “controlling” and “controlled” shall have meanings correlative to
the foregoing.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amount”: With respect to any Distribution Date and any Class of
Mezzanine Certificates, the sum of (i) any Realized Losses allocated to
such
Class of Certificates on such Distribution Date and (ii) the amount of
any
Allocated Realized Loss Amount for such Class of Certificates remaining
undistributed from the previous Distribution Date as reduced by an amount
equal
to the increase in the related Certificate Principal Balance due to the
receipt
of Subsequent Recoveries.
“Assessment
of Compliance”: As defined in Section 3.21.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument,
in
recordable form, which is sufficient under the laws of the jurisdiction
wherein
the related Mortgaged Property is located to reflect or record the sale
of the
Mortgage.
“Assignment
Agreement”: The Assignment and Recognition Agreement, dated October 19, 2006,
among the Seller, the Originator and the Depositor, pursuant to which certain
of
the Seller’s rights under the Master Agreement were assigned to the Depositor,
substantially in the form attached hereto as Exhibit C.
“Assumed
Final Maturity Date”: As to each Class of Certificates, the date set forth as
such in the Preliminary Statement.
“Attestation
Report”: As defined in Section 3.21.
“Available
Funds”: With respect to any Distribution Date, an amount equal to the excess
of
(i) the sum of (a) the aggregate of the related Monthly Payments on the
Mortgage
Loans due on the related Due Date and received on or prior to the related
Determination Date, (b) Net Liquidation Proceeds, Insurance Proceeds, Subsequent
Recoveries, Principal Prepayments, proceeds from repurchases of and
substitutions for such Mortgage Loans and other unscheduled recoveries
of
principal and interest in respect of the Mortgage Loans received during
the
related Prepayment Period, (c) the aggregate of any amounts received in
respect
of a related REO Property withdrawn from any REO Account and deposited
in the
Collection Account for such Distribution Date, (d) the aggregate of any
amounts
deposited in the Collection Account by the Servicer in respect of related
Prepayment Interest Shortfalls for such Distribution Date, (e) the aggregate
of
any Advances made by the Servicer for such Distribution Date in respect
of the
Mortgage Loans, (f) the aggregate of any related advances made by the Trustee
in
respect of the Mortgage Loans for such Distribution Date pursuant to Section
7.02, (g) the amount of any Prepayment Charges collected by the Servicer
in
connection with the full or partial prepayment of any of the Mortgage Loans
and
any Servicer Prepayment Charge Payment Amount, (h) with respect to the
Distribution Date immediately following the end of the Funding Period,
any
amounts in the Pre-Funding Accounts (exclusive of any investment income
therein)
after giving effect to any purchase of Subsequent Mortgage Loans and (i)
with
respect to each Distribution Date during the Funding Period and on the
Distribution Date immediately following the end of the Funding Period,
any
amounts withdrawn by the Trustee from the Interest Coverage Accounts for
distribution on the Certificates on such Distribution Date over (ii) the
sum of
(a) amounts reimbursable or payable to the Servicer pursuant to Section
3.11(a),
the Trustee pursuant to Section 3.11(b) or the Swap Provider (including
any New
Swap Payment and Swap Termination Payment owed to the Swap Provider but
excluding any Swap Termination Payment owed to the Swap Provider resulting
from
a Swap Provider Trigger Event) (b) amounts deposited in the Collection
Account
or the Distribution Account pursuant to clauses (a) through (g) above,
as the
case may be, in error, (c) the amount of any Prepayment Charges collected
by the
Servicer in connection with the full or partial prepayment of any of the
Mortgage Loans and any Servicer Prepayment Charge Payment Amount, (d) any
indemnification payments or expense reimbursements made by the Trust Fund
pursuant to Section 8.05, and (e) any Net Swap Payment or Swap Termination
Payment owed to the Swap Provider (other than any Swap Termination Payment
owed
to the Swap Provider resulting from a Swap Provider Trigger Event).
“Balloon
Mortgage Loan”: A Mortgage Loan that provides for the payment of the unamortized
Stated Principal Balance of such Mortgage Loan in a single payment at the
maturity of such Mortgage Loan that is substantially greater than the preceding
monthly payment.
“Balloon
Payment”: A payment of the unamortized Stated Principal Balance of a Mortgage
Loan in a single payment at the maturity of such Mortgage Loan that is
substantially greater than the preceding Monthly Payment.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Basis
Risk Cap Agreement”: The Basis Risk Cap Agreement between the Trustee on behalf
of the Trust and the Cap Provider, a form of which is attached hereto as
Exhibit
U
“Book-Entry
Certificates”: Any of the Certificates that shall be registered in the name of
the Depository or its nominee, the ownership of which is reflected on the
books
of the Depository or on the books of a Person maintaining an account with
the
Depository (directly, as a “Depository Participant”, or indirectly, as an
indirect participant in accordance with the rules of the Depository and
as
described in Section 5.02 hereof). On the Closing Date, the Class A Certificates
and Mezzanine Certificates shall be Book-Entry Certificates.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings institutions in the State of Delaware, the State of Florida, the
State
of New York, the State of Texas, the State of California, the Commonwealth
of
Pennsylvania, 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.
“Cap
Account”: The account or accounts created and maintained pursuant to Section
4.13. The Cap Account must be an Eligible Account.
“Cap
Allocation Agreement”: The Cap Allocation Agreement, dated as of the Closing
Date between the Trustee and the Cap Trustee, a form of which is attached
hereto
as Exhibit G.
“Cap
Amount”: The Cap Amount for any Class of the Floating Rate Certificates is equal
to (i) the aggregate amount received by the Trust from the Interest Rate
Cap
Contract multiplied by (ii) a fraction equal to (a) the Certificate Principal
Balance of such Class immediately prior to the applicable Distribution
Date
divided by (b) the aggregate Certificate Principal Balance of the Floating
Rate
Certificates immediately prior to the applicable Distribution Date.
“Cap
Trustee”: Deutsche Bank National Trust Company, a national banking association,
or any successor in interest, or any successor Cap Trustee.
“Certificate”:
Any Regular Certificate or Residual Certificate.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or non-U.S.
Person
shall not be a Holder of a Residual Certificate for any purpose hereof
and,
solely for the purposes of giving any consent pursuant to this Agreement,
any
Certificate registered in the name of the Depositor or the Servicer or
any
Affiliate thereof shall be deemed not to be outstanding and the Voting
Rights to
which it is entitled shall not be taken into account in determining whether
the
requisite percentage of Voting Rights necessary to effect any such consent
has
been obtained, except as otherwise provided in Section 11.01. The Trustee
and
the NIMS Insurer may conclusively rely upon a certificate of the Depositor
or
the Servicer in determining whether a Certificate is held by an Affiliate
thereof. All references herein to “Holders” or “Certificateholders” shall
reflect the rights of Certificate Owners as they may indirectly exercise
such
rights through the Depository and participating members thereof, except
as
otherwise specified herein; provided, however, that the Trustee 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 Floating Rate Certificates and for
purposes of the Marker Rate and the Maximum Uncertificated Accrued Interest
Deferral Amount, the specified REMIC 3 Regular Interest, as
follows:
|
Class
|
REMIC
3
Regular
Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
I-A-1
|
LTIA1
|
0.1400%
|
0.2800%
|
|
XX-X-0
|
XXXXX0
|
0.0700%
|
0.1400%
|
|
XX-X-0
|
XXXXX0
|
0.1200%
|
0.2400%
|
|
XX-X-0
|
XXXXX0
|
0.1700%
|
0.3400%
|
|
XX-X-0
|
XXXXX0
|
0.2400%
|
0.4800%
|
|
M-1
|
LTM1
|
0.2600%
|
0.3900%
|
|
M-2
|
LTM2
|
0.3100%
|
0.4650%
|
|
M-3
|
LTM3
|
0.3700%
|
0.5550%
|
|
M-4
|
LTM4
|
0.4000%
|
0.6000%
|
|
M-5
|
LTM5
|
0.4100%
|
0.6150%
|
|
M-6
|
LTM6
|
0.4800%
|
0.7200%
|
|
M-7
|
LTM7
|
0.8000%
|
1.2000%
|
|
M-8
|
LTM8
|
1.0500%
|
1.5750%
|
|
M-9
|
LTM9
|
2.2000%
|
3.3000%
|
|
M-10
|
LTM10
|
2.3000%
|
3.4500%
|
__________
(1) For
the
Accrual Period for each Distribution Date on or prior to the Optional
Termination Date.
(2) For
each
other Accrual Period.
“Certificate
Owner”: With respect to each Book-Entry Certificate, any beneficial owner
thereof.
“Certificate
Principal Balance”: With respect to any Class of Regular Certificates (other
than the Class C Certificates) immediately prior to any Distribution Date,
will
be equal to the Initial Certificate Principal Balance thereof plus any
Subsequent Recoveries added to the Certificate Principal Balance of such
Certificate pursuant to Section 4.01, reduced by the sum of all amounts
actually
distributed in respect of principal of such Class and, in the case of a
Mezzanine Certificate, Realized Losses allocated thereto on all prior
Distribution Dates. With respect to the Class C Certificates as of any
date of
determination, an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC 3 Regular Interests over
(B) the
then aggregate Certificate Principal Balance of the Floating Rate Certificates
and the Class P Certificates then outstanding.
“Certificate
Register” and “Certificate Registrar”: The register maintained and registrar
appointed pursuant to Section 5.02 hereof.
“Certification”:
As defined in Section 3.22(b)(ii).
“Class”:
Collectively, Certificates which have the same priority of payment and
bear the
same class designation and the form of which is identical except for variation
in the Percentage Interest evidenced thereby.
“Class
A
Certificates”: Any Class I-A-1 Certificate, Class II-A-1 Certificate, Class
II-A-2 Certificate, Class II-A-3 Certificate or Class II-A-4 Certificate.
“Class
C
Certificates”: Any one of the Class C Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially
in the
form annexed hereto as Exhibit A-16, representing (i) a Regular Interest
in
REMIC 5, (ii) the obligation to pay Net WAC Rate Carryover Amounts and
Swap
Termination Payments and (iii) the right to receive the Class IO Distribution
Amount.
“Class
C
Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class C Certificates, evidencing (i) a REMIC
Regular Interest in REMIC 4 and (ii) the obligation to pay any Class IO
Distribution Amount.
“Class
I-A-1 Certificate”: Any one of the Class I-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, representing (i)
a
Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-1 Certificate”: Any one of the Class II-A-1 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-2, representing (i)
a
Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-2 Certificate”: Any one of the Class II-A-2 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-3, representing (i)
a
Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-3 Certificate”: Any one of the Class II-A-3 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-4, representing (i)
a
Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-4 Certificate”: Any one of the Class II-A-4 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-5, representing (i)
a
Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
IO
Distribution Amount”: As defined in Section 4.10 hereof. For purposes of
clarity, the Class IO Distribution Amount for any Distribution Date shall
equal
the amount payable to the Supplemental Interest Trust Trustee on such
Distribution Date in excess of the amount payable on the Class IO Interest
on
such Distribution Date, all as further provided in Section 4.10
hereof.
“Class
IO
Interest”: An uncertificated interest in the Trust Fund evidencing a Regular
Interest in REMIC 4.
“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-6, representing (i) a Regular Interest
in
REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-1/M-2/M-3 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution
Amount
on such Distribution Date) and (ii) the aggregate Certificate Principal
Balance
of the Class M-1 Certificates, the Class M-2 Certificates and the Class
M-3
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 77.30% 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
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period)
minus
the related Overcollateralization Floor.
“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-7, representing (i) a Regular Interest
in
REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-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-8, representing (i) a Regular Interest
in
REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-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-9, representing (i) a Regular Interest
in
REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-4 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution
Amount
on such Distribution Date), (ii) aggregate Certificate Principal Balance
of the
Class M-1 Certificates and the Class M-2 Certificates (after taking into
account
the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount
on such
Distribution Date), (iii) the Certificate Principal Balance of the Class
M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date) and (iv) 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) 80.80%
and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of
the last
day of the related Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or
advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage
Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent
received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization
Floor.
“Class
M-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-10, representing (i) a Regular Interest
in
REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-5 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution
Amount
on such Distribution Date), (ii) aggregate Certificate Principal Balance
of the
Class M-1 Certificates and the Class M-2 Certificates (after taking into
account
the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount
on such
Distribution Date), (iii) the Certificate Principal Balance of the Class
M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date) and (v) 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) 84.00% and (ii) the aggregate Stated Principal Balance of
the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the
related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus the related
Overcollateralization Floor.
“Class
M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-11, representing (i) a Regular Interest
in
REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-6 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution
Amount
on such Distribution Date), (ii) aggregate Certificate Principal Balance
of the
Class M-1 Certificates and the Class M-2 Certificates (after taking into
account
the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount
on such
Distribution Date), (iii) the Certificate Principal Balance of the Class
M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (vi) 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) 87.00%
and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or
advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage
Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent
received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization
Floor.
“Class
M-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-12, representing (i) a Regular Interest
in
REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-7 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution
Amount
on such Distribution Date), (ii) aggregate Certificate Principal Balance
of the
Class M-1 Certificates and the Class M-2 Certificates (after taking into
account
the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount
on such
Distribution Date), (iii) the Certificate Principal Balance of the Class
M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (vii) 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) 89.10% and (ii) the aggregate Stated Principal Balance of
the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the
related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus the related
Overcollateralization Floor.
“Class
M-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-13, representing (i) a Regular Interest
in
REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-8 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution
Amount
on such Distribution Date), (ii) aggregate Certificate Principal Balance
of the
Class M-1 Certificates and the Class M-2 Certificates (after taking into
account
the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount
on such
Distribution Date), (iii) the Certificate Principal Balance of the Class
M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (viii) 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) 90.90%
and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or
advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage
Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent
received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization
Floor.
“Class
M-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially
in
the form annexed hereto as Exhibit A-14, representing (i) a Regular Interest
in
REMIC 4, (ii) the right to receive the Net WAC Rate Carryover Amount and
(iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-9 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution
Amount
on such Distribution Date), (ii) aggregate Certificate Principal Balance
of the
Class M-1 Certificates and the Class M-2 Certificates (after taking into
account
the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount
on such
Distribution Date), (iii) the Certificate Principal Balance of the Class
M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (viii) the Certificate
Principal
Balance of the Class M-8 Certificates (after taking into account the
distribution of the Class M-8 Principal Distribution Amount on such Distribution
Date) and (ix) 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) 93.10% and (ii) the aggregate Stated Principal Balance of
the
Mortgage Loans as of the last day of the related Due Period (after giving
effect
to scheduled payments of principal due during the related Due Period, to
the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the
related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) minus the related
Overcollateralization Floor.
“Class
M-10 Certificate”: Any one of the Class M-10 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-15, representing
(i) a
Regular Interest in REMIC 4, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
M-10 Principal Distribution Amount”: The excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the distribution of the Senior Principal Distribution
Amount
on such Distribution Date), (ii) aggregate Certificate Principal Balance
of the
Class M-1 Certificates and the Class M-2 Certificates (after taking into
account
the distribution of the Class M-1/M-2/M-3 Principal Distribution Amount
on such
Distribution Date), (iii) the Certificate Principal Balance of the Class
M-3
Certificates (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account
the
distribution of the Class M-4 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (vii) the Certificate Principal Balance of the Class M-7 Certificates
(after taking into account the distribution of the Class M-7 Principal
Distribution Amount on such Distribution Date), (viii) the
Certificate Principal Balance of the Class M-8 Certificates (after taking
into
account the distribution of the Class M-8 Principal Distribution Amount
on such
Distribution Date),
(ix)
the Certificate Principal Balance of the Class M-9 Certificates (after
taking
into account the distribution of the Class M-9 Principal Distribution Amount
on
such Distribution Date) and (ix) 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) 96.10% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the
related
Due Period, to the extent received or advanced, and unscheduled collections
of
principal received during the related Prepayment Period) and (B) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the
related
Due Period (after giving effect to scheduled payments of principal due
during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period)
minus
the related Overcollateralization Floor.
“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-17, representing a Regular Interest in
REMIC
6.
“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 4 for purposes of the REMIC Provisions.
“Class
R
Certificate”: The Class R Certificate executed by the Trustee, and authenticated
and delivered by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit A-19 and evidencing the ownership of the Class R-2 Interest,
the Class R-3 Interest and the Class R-4 Interest.
“Class
R-1 Interest”: The uncertificated Residual Interest in REMIC 1.
“Class
R-2 Interest”: The uncertificated Residual Interest in REMIC 2.
“Class
R-3 Interest”: The uncertificated Residual Interest in REMIC 3.
“Class
R-4 Interest”: The uncertificated Residual Interest in REMIC 4.
“Class
R-5 Interest”: The uncertificated Residual Interest in REMIC 5.
“Class
R-6 Interest”: The uncertificated Residual Interest in REMIC 6.
“Class
R-7 Interest”: The uncertificated Residual Interest in REMIC 7.
“Class
R-X Certificate”: The Class R-X Certificate executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially
in the
form annexed hereto as Exhibit A-19 and evidencing the ownership of the
Class
R-5 Interest, the Class R-6 Interest and the Class R-7 Interest.
“Close
of
Business”: As used herein, with respect to any Business Day, 5:00 p.m. (New York
time).
“Closing
Date”: October 19, 2006.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collection
Account”: The account or accounts created and maintained by the Servicer
pursuant to Section 3.10(a), which shall be entitled “Deutsche Bank National
Trust Company, as Trustee, in trust for registered Holders of Fremont Home
Loan
Trust 2006-3, Asset-Backed Certificates, Series 2006-3,” which must be an
Eligible Account.
“Compensating
Interest”: As defined in Section 3.24 hereof.
“Corporate
Trust Office”: The principal corporate trust office of the Trustee at which at
any particular time its corporate trust business in connection with this
Agreement shall be administered, which office at the date of the execution
of
this instrument is located at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, XX
00000-0000, Attention: Trust Administration- GC06F3, or at such other address
as
the Trustee may designate from time to time by notice to the Certificateholders,
the Depositor, the Servicer and the Originator.
“Corresponding
Certificate”: With respect to each REMIC 3 Regular Interest set forth below, the
corresponding Regular Certificate set forth in the table below:
|
REMIC
3 Regular Interest
|
Regular
Certificate
|
|
LTIA1
|
Class
I-A-1
|
|
LTIIA1
|
Class
II-A-1
|
|
LTIIA2
|
Class
II-A-2
|
|
LTIIA3
|
Class
II-A-3
|
|
LTIIA4
|
Class
II-A-4
|
|
LTM1
|
Class
M-1
|
|
LTM2
|
Class
M-2
|
|
LTM3
|
Class
M-3
|
|
LTM4
|
Class
M-4
|
|
LTM5
|
Class
M-5
|
|
LTM6
|
Class
M-6
|
|
LTM7
|
Class
M-7
|
|
LTM8
|
Class
M-8
|
|
LTM9
|
Class
M-9
|
|
LTM10
|
Class
M-10
|
|
LTP
|
Class
P
|
“Credit
Enhancement Percentage”: With respect to any Distribution Date, the percentage
obtained by dividing (x) the aggregate Certificate Principal Balance of
the
Subordinate Certificates by (y) the aggregate Principal Balance of the
Mortgage
Loans calculated prior to taking into account distributions of principal
on the
Mortgage Loans and distribution of the Group I Principal Distribution Amount
and
Group II Principal Distribution Amount to the holders of the Certificates
then
entitled to distributions of principal on such Distribution Date
“Credit
Risk Management Agreement”: The Credit Risk Management Agreement, dated October
19, 2006, between the Servicer and the Credit Risk Manager.
“Credit
Risk Manager”: Xxxxxxx Fixed Income Services Inc., formerly known as The
Murrayhill Company, its successors and assigns.
“Credit
Risk Manager Fee”: for
any
Distribution Date is the premium payable to the Credit Risk Manager at
the
Credit Risk Manager Fee Rate on the aggregate principal balance of the
Mortgage
Loans as of the prior Determination Date.
“Credit
Risk Manager Fee Rate”: for any Distribution Date is 0.012% per
annum.
“Cumulative
Loss Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate amount
of
Realized Losses incurred from the Cut-off Date to the last day of the preceding
calendar month and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.
“Custodian”:
A Custodian, which shall be Deutsche Bank National Trust Company.
“Cut-off
Date”: With respect to each Mortgage Loan, September 1, 2006.
“Cut-off
Date Principal Balance”: With respect to any Mortgage Loan, the unpaid Stated
Principal Balance thereof as of the Cut-off Date of such Mortgage Loan
(or as of
the applicable date of substitution with respect to a Qualified Substitute
Mortgage Loan), after giving effect to scheduled payments due on or before
the
Cut-off Date, whether or not received.
“Debt
Service Reduction”: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less
than
the then outstanding Stated Principal Balance of the Mortgage Loan, which
valuation results from a proceeding initiated under the Bankruptcy
Code.
“Definitive
Certificates”: As defined in Section 5.02(c) hereof.
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by one or more
Qualified Substitute Mortgage Loans.
“Delinquency
Percentage”: For any Distribution Date, the percentage obtained by dividing (x)
the aggregate Stated Principal Balance of Mortgage Loans that are Delinquent
60
days or more (including Mortgage Loans that are in foreclosure, that have
been
converted to REO Properties or that have been discharged by reason of bankruptcy
and are Delinquent 60 days or more) by (y) the aggregate Stated Principal
Balance of the Mortgage Loans, in each case, as of the last day of the
previous
calendar month.
“Delinquent”:
With respect to any Mortgage Loan and related Monthly Payment, the Monthly
Payment due on a Due Date which is not made by the Close of Business on
the next
scheduled Due Date for such Mortgage Loan. For example, a Mortgage Loan
is 60 or
more days Delinquent if the Monthly Payment due on a Due Date is not made
by the
Close of Business on the second scheduled Due Date after such Due
Date.
“Depositor”:
Financial Asset Securities Corp., a Delaware corporation, or any successor
in
interest.
“Depository”:
The initial Depository shall be The Depository Trust Company, whose nominee
is
Cede & Co., or any other organization registered as a “clearing agency”
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.
The
Depository shall initially be the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a “clearing corporation” as
defined in Section 8-102(3) of the Uniform Commercial Code of the State
of New
York.
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With respect to any Distribution Date, will be the Business Day
immediately preceding the related Servicer Remittance Date.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by any REMIC other than through an Independent
Contractor; provided, however, that the Trustee (or the Servicer on behalf
of
the Trustee) shall not be considered to Directly Operate an REO Property
solely
because the Trustee (or the Servicer on behalf of the Trustee) establishes
rental terms, chooses tenants, enters into or renews leases, deals with
taxes
and insurance, or makes decisions as to repairs or capital expenditures
with
respect to such REO Property.
“Disqualified
Organization”: A “disqualified organization” under Section 860E of the Code,
which as of the Closing Date is any of: (i) the United States, any state
or
political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing,
(ii) any
organization (other than a cooperative described in Section 521 of the
Code)
which is exempt from the tax imposed by Chapter 1 of the Code unless such
organization is subject to the tax imposed by Section 511 of the Code,
(iii) any
organization described in Section 1381(a)(2)(C) of the Code or (iv) an
“electing
large partnership” within the meaning of Section 775 of the Code. A corporation
will not be treated as an instrumentality of the United States or of any
state
or political subdivision thereof, if all of its activities are subject
to tax
and, a majority of its board of directors is not selected by a governmental
unit. The term “United States”, “state” and “international organizations” shall
have the meanings set forth in Section 7701 of the Code.
“Distribution
Account”: The trust account or accounts created and maintained by the Trustee
pursuant to Section 3.10(b) which shall be entitled “Distribution Account,
Deutsche Bank National Trust Company, as Trustee, in trust for the registered
Certificateholders of Fremont Home Loan Trust 2006-3, Asset-Backed Certificates,
Series 2006-3” and which must be an Eligible Account.
“Distribution
Date”: The 25th
day of
any calendar month, or if such 25th
day is
not a Business Day, the Business Day immediately following such 25th
day,
commencing in October 2006.
“Due
Date”: With respect to each Mortgage Loan and any Distribution Date, the first
day of the calendar month in which such Distribution Date occurs on which
the
Monthly Payment for such Mortgage Loan was due (or, in the case of any
Mortgage
Loan under the terms of which the Monthly Payment for such Mortgage Loan
was due
on a day other than the first day of the calendar month in which such
Distribution Date occurs, the day during the related Due Period on which
such
Monthly Payment was due), exclusive of any days of grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the month preceding the month in which such Distribution
Date
occurs and ending on the first day of the month in which such Distribution
Date
occurs.
“Eligible
Account”: Any of (i) an account or accounts maintained with a federal or state
chartered depository institution or trust company the short-term unsecured
debt
obligations of which (or, in the case of a depository institution or trust
company that is the principal subsidiary of a holding company, the short-term
unsecured debt obligations of such holding company) are rated A-1+ by S&P,
F-1 by Fitch and P-1 by Xxxxx’x (or comparable ratings if S&P, Fitch and
Xxxxx’x are not the Rating Agencies) at the time any amounts are held on deposit
therein, (ii) an account or accounts the deposits in which are fully insured
by
the FDIC up to the insured amount, (iii) a trust account or accounts maintained
with the trust department of a federal or state chartered depository
institution, national banking association or trust company acting in its
fiduciary capacity or (iv) an account otherwise acceptable to each Rating
Agency
without reduction or withdrawal of their then current ratings of the
Certificates as evidenced by a letter from each Rating Agency to the Trustee
and
the NIMS Insurer. 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
3.09.
“Escrow
Payments”: The amounts constituting ground rents, taxes, assessments, water
rates, fire and hazard insurance premiums and other payments required to
be
escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage
Loan.
“Excess
Overcollateralized Amount”: With respect to the Floating Rate Certificates and
any Distribution Date, the excess, if any, of the sum of (i) the
Overcollateralized Amount for such Distribution Date, assuming that 100%
of the
Principal Remittance Amount is applied as a principal payment on such
Distribution Date and (ii) any amounts received under the Interest Rate
Swap
Agreement for such purpose over (iii) the Overcollateralization Target
Amount
for such Distribution Date.
“Extra
Principal Distribution Amount”: With respect to any Distribution Date, the
lesser of (x) the Monthly Interest Distributable Amount payable on the
Class C
Certificates on such Distribution Date as reduced by Realized Losses allocated
thereto with respect to such Distribution Date pursuant to Section 4.08
and (y)
the Overcollateralization Deficiency Amount for such Distribution
Date.
“Xxxxxx
Xxx”: 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
Originator, the Seller or the Servicer pursuant to or as contemplated by
Section
2.03, Section 3.16(c) or Section 10.01), a determination made by the Servicer
that all Insurance Proceeds, Liquidation Proceeds and other payments or
recoveries which the Servicer, in its reasonable good faith judgment, expects
to
be finally recoverable in respect thereof have been so recovered. The Servicer
shall maintain records, prepared by a Servicing Officer, of each Final
Recovery
Determination made thereby.
“Fitch”:
Fitch Ratings, or its successor in interest.
“Fixed-Rate
Mortgage Loan”: A first lien or second lien Mortgage Loan which provides for a
fixed Mortgage Rate payable with respect thereto. The Fixed-Rate Mortgage
Loans
are identified as such on the Mortgage Loan Schedule.
“Fixed
Swap Payment”: With respect to any Distribution Date, a fixed amount equal to
the related amount set forth in the Interest Rate Swap Agreement.
“Floating
Rate Certificates”: Any Class A Certificate or Mezzanine
Certificate.
“Floating
Swap Payment”: With respect to any Distribution Date, a floating amount equal to
the product of (i) Swap LIBOR, (ii) the related Base Calculation Amount
(as
defined in the Interest Rate Swap Agreement),
(iii)
250 and (iv) a fraction, the numerator of which is the actual number of
days
elapsed from and including the previous Floating Rate Payer Payment Date
(as
defined in the Interest Rate Swap Agreement) to but excluding the current
Floating Rate Payer Payment (or, for the first Floating Rate Payer Payment
Date,
the actual number of days elapsed from the Closing Date to but excluding
the
first Floating Rate Payer Payment Date), and the denominator of which is
360.
“Formula
Rate”: For any Distribution Date and the Floating Rate Certificates, the lesser
of (a) the sum of (i) LIBOR plus (ii) the related Certificate Margin and
(b) the
Maximum Cap Rate.
“Xxxxxxx
Mac”: The Federal Home Loan Mortgage Corporation, or any successor
thereto.
“Fremont”:
Fremont Investment & Loan.
“Funding
Period”: The period beginning on the Closing Date and ending on the earlier to
occur of (a) the date upon which the amount on deposit in the Pre-Funding
Accounts (exclusive of any investment income therein) has been reduced
to
$10,000 or (b) January 15, 2007.
“Gross
Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the
Index on
each Adjustment Date in accordance with the terms of the related Mortgage
Note
used to determine the Mortgage Rate for such Mortgage Loan.
“Group
I
Allocation Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is (i) the Group I Principal
Remittance Amount for such Distribution Date, and the denominator of which
is
(ii) the Principal Remittance Amount for such Distribution Date.
“Group
I
Basic Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the Group I Principal Remittance Amount for such Distribution
Date
over (ii)(a) the Overcollateralization Release Amount, if any, for such
Distribution Date multiplied by (b) the Group I Allocation
Percentage.
“Group
I
Certificates”: The Class I-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 attributable to interest
received or advanced with respect to the Group I Mortgage Loans or amounts
withdrawn from the Group I Interest Coverage Account.
“Group
I
Mortgage Loan”: A Mortgage Loan assigned to Loan Group I with a Stated Principal
Balance at origination that conforms to Xxxxxx Xxx and Xxxxxxx Mac loan
limits.
“Group
I
Pre-Funding Account”: The account established and maintained pursuant to Section
4.11, as defined herein.
“Group
I
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the Group I Basic Principal Distribution Amount for such Distribution
Date and (ii)(a) the Extra Principal Distribution Amount for such Distribution
Date multiplied by (b) the Group I Allocation Percentage.
“Group
I
Principal Remittance Amount”: With respect to any Distribution Date, that
portion of Available Funds equal to the sum of (i) each scheduled payment
of
principal collected or advanced on the Group I Mortgage Loans by the Servicer
that were due during the related Due Period, (ii) the principal portion
of all
full Principal Prepayments of the Group I Mortgage Loans applied by the
Servicer
during the related Prepayment Period, (iii) the principal portion of all
related
partial Principal Prepayments, Net Liquidation Proceeds, Insurance Proceeds
and
Subsequent Recoveries received during the prior calendar month with respect
to
the Group I Mortgage Loans, (iv) that portion of the Purchase Price,
representing principal of any repurchased Group I Mortgage Loan, deposited
to
the Collection Account during the prior calendar month, (v) the principal
portion of any related Substitution Adjustments deposited in the Collection
Account during the prior calendar month with respect to the Group I Mortgage
Loans, (vi) on the Distribution Date on which the Trust Fund is to be terminated
pursuant to Section 10.01, that portion of the Termination Price, in respect
of
principal on the Group I Mortgage Loans and (vii) on the Distribution Date
immediately following the end of the Funding Period, any remaining amounts
in
the Group I Pre-Funding Account (exclusive of any investment income therein)
after giving effect to any purchase of Subsequent Group I Mortgage
Loans.
“Group
I
Senior Principal Distribution Amount”: The excess of (x) the Certificate
Principal Balance of the Group I Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 56.40%
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 the related Overcollateralization
Floor.
“Group
II
Allocation Percentage”: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is (i) the Group II Principal
Remittance Amount for such Distribution Date, and the denominator of which
is
(ii) the Principal Remittance Amount for such Distribution Date.
“Group
II
Basic Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the Group II Principal Remittance Amount for such Distribution
Date over (ii)(a) the Overcollateralization Release Amount, if any, for
such
Distribution Date multiplied by (b) the Group II Allocation
Percentage.
“Group
II
Certificates”: Any Class II-A-1 Certificate, Class II-A-2 Certificate, Class
II-A-3 Certificate or Class II-A-4 Certificate.
“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 attributable to interest
received or advanced with respect to the Group II Mortgage Loans or amounts
withdrawn from the Group II Interest Coverage Account.
“Group
II
Mortgage Loan”: A Mortgage Loan assigned to Loan Group II with a Stated
Principal Balance at origination that may or may not conform to Xxxxxx
Mae and
Xxxxxxx Mac loan limits.
“Group
II
Pre-Funding Account”: The account established and maintained pursuant to Section
4.11, as defined herein.
“Group
II
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the Group II Basic Principal Distribution Amount for such Distribution
Date and (ii)(a) the Extra Principal Distribution Amount for such Distribution
Date multiplied by (b) the Group II Allocation Percentage.
“Group
II
Principal Remittance Amount”: With respect to any Distribution Date, that
portion of Available Funds equal to the sum of (i) each scheduled payment
of
principal collected or advanced on the Group II Mortgage Loans by the Servicer
that were due during the related Due Period, (ii) the principal portion
of all
full Principal Prepayments of the Group II Mortgage Loans applied by the
Servicer during the related Prepayment Period, (iii) the principal portion
of
all related partial Principal Prepayments, Net Liquidation Proceeds, Insurance
Proceeds and Subsequent Recoveries received during the prior calendar month
with
respect to the Group II Mortgage Loans, (iv) that portion of the Purchase
Price,
representing principal of any repurchased Group II Mortgage Loan, deposited
to
the Collection Account during the prior calendar month, (v) the principal
portion of any related Substitution Adjustments deposited in the Collection
Account during the prior calendar month with respect to the Group II Mortgage
Loans, (vi) on the Distribution Date on which the Trust Fund is to be terminated
pursuant to Section 10.01, that portion of the Termination Price, in respect
of
principal on the Group II Mortgage Loans and (vii) on the Distribution
Date
immediately following the end of the Funding Period, any remaining amounts
in
the Group II Pre-Funding Account (exclusive of any investment income therein)
after giving effect to any purchase of Subsequent Group II Mortgage Loans.
“Group
II
Senior Principal Distribution Amount”: 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) 56.40%
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 the related
Overcollateralization Floor.
“Highest
Priority”: As
of any
date of determination, the Class of Mezzanine Certificates then outstanding
with
a Certificate Principal Balance greater than zero, with the highest priority
for
payments pursuant to Section 4.01, in the following order of decreasing
priority: Class 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 and Class M-10 Certificates.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class C
Certificates, the Class P Certificates and/or Residual Certificates (or
any
portion thereof) 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 Servicer and their respective Affiliates,
(b) does not have any direct financial interest in or any material indirect
financial interest in the Depositor or the Servicer or any Affiliate thereof,
and (c) is not connected with the Depositor or the Servicer or any Affiliate
thereof as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions; provided, however, that
a
Person shall not fail to be Independent of the Depositor or the Servicer
or any
Affiliate thereof merely because such Person is the beneficial owner of
1% or
less of any class of securities issued by the Depositor or the Servicer
or any
Affiliate thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Servicer) that would be an
“independent contractor” with respect to any of the REMICs created hereunder
within the meaning of Section 856(d)(3) of the Code if such REMIC were
a real
estate investment trust (except that the ownership tests set forth in that
section shall be considered to be met by any Person that owns, directly
or
indirectly, 35% or more of any Class of Certificates), so long as each
such
REMIC does not receive or derive any income from such Person and provided
that
the relationship between such Person and such REMIC is at arm’s length, all
within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii)
any
other Person (including the Servicer) if the Trustee has received an Opinion
of
Counsel to the effect that the taking of any action in respect of any REO
Property by such Person, subject to any conditions therein specified, that
is
otherwise herein contemplated to be taken by an Independent Contractor
will not
cause such REO Property to cease to qualify as “foreclosure property” within the
meaning of Section 860G(a)(8) of the Code (determined without regard to
the
exception applicable for purposes of Section 860D(a) of the Code), or cause
any
income realized in respect of such REO Property to fail to qualify as Rents
from
Real Property.
“Index”:
With respect to each Adjustable-Rate Mortgage Loan and with respect to
each
related Adjustment Date, the index as specified in the related Mortgage
Note.
“Initial
Certificate Principal Balance”: With respect to any Regular Certificate, the
amount designated “Initial Certificate Principal Balance” on the face
thereof.
“Initial
Group I Mortgage Loan”: Any of the Group I Mortgage Loans described in the
Prospectus Supplement and included in the Trust Fund as of the Closing
Date. The
aggregate Stated Principal Balance of the Initial Group I Mortgage Loans
as of
the Cut-off Date is equal to $444,210,819.25.
“Initial
Group II Mortgage Loan”: Any of the Group II Mortgage Loans described in the
Prospectus Supplement and included in the Trust Fund as of the Closing
Date. The
aggregate Stated Principal Balance of the Initial Group II Mortgage Loans
as of
the Cut-off Date is equal to $618,617,188.27.
“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 received by the
Servicer and are not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the procedures
that the
Servicer would follow in servicing mortgage loans held for its own account,
subject to the terms and conditions of the related Mortgage Note and
Mortgage.
“Interest
Coverage Accounts”: The Group I Interest Coverage Account and the Group II
Interest Coverage Account.
“Interest
Determination Date”: With respect to the Floating Rate Certificates and each
Accrual Period, the second LIBOR Business Day preceding the commencement
of such
Accrual Period.
“Interest
Rate Cap Contract”: The Interest Rate Cap Contract between the Cap Trustee and
the counterparty thereunder, a form of which is attached hereto as Exhibit
O.
“Interest
Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross
Border) dated as of October 19, 2006 (together with the schedule thereto,
the
Master Agreement) between The Bank of New York and the Supplemental Interest
Trust Trustee.
“Late
Collections”: With respect to any Mortgage Loan, all amounts received subsequent
to the Determination Date immediately following any related Due Period,
whether
as late payments of Monthly Payments or as Insurance Proceeds, Liquidation
Proceeds or otherwise, which represent late payments or collections of
principal
and/or interest due (without regard to any acceleration of payments under
the
related Mortgage and Mortgage Note) but delinquent on a contractual basis
for
such Due Period and not previously recovered.
“LIBOR”:
With respect to each Accrual Period, the rate determined by the Trustee
on the
related Interest Determination Date on the basis of the London interbank
offered
rate for one-month United States dollar deposits, as such rate appears
on the
Telerate Page 3750, as of 11:00 a.m. (London time) on such Interest
Determination Date. If such rate does not appear on Telerate Page 3750,
the rate
for such Interest Determination Date will be determined on the basis of
the
offered rates of the Reference Banks for one-month United States dollar
deposits, as of 11:00 a.m. (London time) on such Interest Determination
Date.
The Trustee will request the principal London office of each of the Reference
Banks to provide a quotation of its rate. On such Interest Determination
Date,
LIBOR for the related Accrual Period will be established by the Trustee
as
follows:
| (i) |
If
on such Interest Determination Date two or more Reference Banks
provide
such offered quotations, LIBOR for the related Accrual Period
shall be the
arithmetic mean of such offered quotations (rounded upwards if
necessary
to the nearest whole multiple of 1/16 of 1%);
and
|
| (ii) |
If
on such Interest Determination Date fewer than two Reference
Banks provide
such offered quotations, LIBOR for the related Accrual Period
shall be the
higher of (i) LIBOR as determined on the previous Interest Determination
Date and (ii) the Reserve Interest
Rate.
|
“LIBOR
Business Day”: Any day on which banks in London, England and The City of New
York are open and conducting transactions in foreign currency and
exchange.
“Liquidated
Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of
which the Servicer has determined, in accordance with the servicing procedures
specified herein, as of the end of the related Prepayment Period, that
all
Liquidation Proceeds which it expects to recover with respect to the liquidation
of the Mortgage Loan or disposition of the related REO Property have been
recovered.
“Liquidation
Event”: With respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full, (ii) a Final Recovery Determination is made
as to
such Mortgage Loan or (iii) such Mortgage Loan is removed from the Trust
Fund by
reason of its being purchased, sold or replaced pursuant to or as contemplated
by Section 2.03, Section 3.16(c) or Section 10.01. With respect to any
REO
Property, either of the following events: (i) a Final Recovery Determination
is
made as to such REO Property or (ii) such REO Property is removed from
the Trust
Fund by reason of its being sold or purchased pursuant to Section 3.23
or
Section 10.01.
“Liquidation
Proceeds”: The amount (other than amounts received in respect of the rental of
any REO Property prior to REO Disposition) received by the Servicer in
connection with (i) the taking of all or a part of a Mortgaged Property
by
exercise of the power of eminent domain or condemnation, (ii) the liquidation
of
a defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or
otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan
or an
REO Property pursuant to or as contemplated by Section 2.03, Section 3.16(c),
Section 3.23 or Section 10.01.
“Loan-to-Value
Ratio”: As of any date and as to any Mortgage Loan, the fraction, expressed as
a
percentage, the numerator of which is the Stated Principal Balance of the
Mortgage Loan and the denominator of which is the Value of the related
Mortgaged
Property.
“Loan
Group”: Either 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.
“Losses”:
As defined in Section 9.03.
“Lost
Note Affidavit”: With respect to any Mortgage Loan as to which the original
Mortgage Note has been permanently lost, misplaced or destroyed and has
not been
replaced, an affidavit from the Originator certifying that the original
Mortgage
Note has been lost, misplaced or destroyed (together with a copy of the
related
Mortgage Note) and indemnifying the Trust against any loss, cost or liability
resulting from the failure to deliver the original Mortgage Note in the
form of
Exhibit H hereto.
“Majority
Certificateholders”: The Holders of Certificates evidencing at least 51% of the
Voting Rights.
“Marker
Rate”: With respect to the Class C Certificates and any Distribution Date, a
per
annum rate equal to two (2) times the weighted average of the Uncertificated
REMIC 3 Pass-Through Rates for each REMIC 3 Regular Interest (other than
REMIC 3
Regular Interest LTAA, REMIC 3 Regular Interest LTIO and REMIC 3 Regular
Interest LTP) subject to a cap (for each such REMIC 3 Regular Interest
other
than REMIC 3 Regular Interest LTZZ) equal to the Pass-Through Rate for
the
Corresponding Certificate for the purpose of this calculation; with the
rate on
REMIC 3 Regular Interest LTZZ subject to a cap of zero for the purpose
of this
calculation; provided, however, that solely for this purpose, calculations
of
the Uncertificated REMIC 3 Pass-Through Rate and the related caps with
respect
to each such REMIC 3 Regular Interest, other than REMIC 3 Regular Interest
LTZZ,
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
Agreement”: The Master Mortgage Loan Purchase and Interim Servicing Agreement,
dated as of December 1, 2005, between Fremont Investment & Loan and
Greenwich Capital Financial Products, Inc..
“Master
Consulting Agreement”: The master consulting agreement dated as of April 18,
2005, by and between Greenwich Capital Markets, Inc. and the Credit Risk
Manager.
“Maximum
Cap Rate”: For any Distribution Date and any Class of Floating Rate
Certificates, a per annum equal to the product of (x) the weighted average
of
the Adjusted Net Maximum Mortgage Rates of the Mortgage Loans minus the
Swap
Expense Fee Rate plus an amount, expressed as a per annum rate, equal to
the
product of (i) the Net Swap Payment made by the Swap Provider divided by
the
aggregate Principal Balance of the Mortgage Loans and (ii) 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 Accrual Period.
“Maximum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the Maximum Mortgage
Rate
thereunder.
“Maximum
Uncertificated Accrued Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (a) accrued interest at the Uncertificated
REMIC 3 Pass-Through Rate applicable to REMIC 3 Regular Interest LTZZ for
such
Distribution Date on a balance equal to the Uncertificated Principal Balance
of
REMIC 3 Regular Interest LTZZ minus the REMIC 3 Overcollateralization Amount,
in
each case for such Distribution Date, over (b) the sum of the Uncertificated
Accrued Interest on REMIC 3 Regular Interest LTIA1, REMIC 3 Regular Interest
LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest LTIIA3,
REMIC
3 Regular Interest LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular
Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest
LTM4,
REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular
Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest
LTM9 and
REMIC 3 Regular Interest LTM10 with the rate on each such REMIC 3 Regular
Interest subject to a cap equal to (i) the Pass-Through Rate for the related
Corresponding Certificate for the purpose of this calculation; provided,
however, that for this purpose, calculations of the Uncertificated REMIC
3
Pass-Through Rate and the related caps with respect to each such REMIC
3 Regular
Interest (other than REMIC 3 Regular Interest LTZZ) shall be multiplied
by a
fraction, the numerator of which is the actual number of days elapsed in
the
related Accrual Period and the denominator of which is 30.
“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.
“MERS”:
Mortgage Electronic Registration Systems, Inc., a corporation organized
and
existing under the laws of the State of Delaware, or any successor
thereto.
“MERS®
System”: The system of recording transfers of Mortgages electronically
maintained by MERS.
“Mezzanine
Certificate”: Any Class M-1 Certificate, Class M-2 Certificate, Class M-3
Certificate, Class M-4 Certificate, Class M-5 Certificate, Class M-6
Certificate, Class M-7 Certificate, Class M-8 Certificate, Class M-9 Certificate
and Class M-10 Certificate.
“MIN”:
The Mortgage Identification Number for Mortgage Loans registered with MERS
on
the MERS® System.
“Minimum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the Minimum Mortgage
Rate
thereunder.
“MOM
Loan”: With respect to any applicable Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of
such
Mortgage Loan and its successors and assigns, at the origination
thereof.
“Monthly
Interest Distributable Amount”: With respect to any Floating Rate Certificates
and the Class C Certificates and any Distribution Date, the amount of interest
accrued during the related Accrual Period at the related Pass-Through Rate
on
the Certificate Principal Balance (or Notional Amount in the case of the
Class C
Certificates) of such Class immediately prior to such Distribution Date,
in each
case, reduced by any Net Prepayment Interest Shortfalls, Relief Act Interest
Shortfalls.
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by the related
Mortgagor from time to time under the related Mortgage Note, determined:
(a)
after giving effect to (i) any Deficient Valuation and/or Debt Service
Reduction
with respect to such Mortgage Loan, (ii) any modifications to a Mortgage
Loan
pursuant to Section 3.07 and (iii) any reduction in the amount of interest
collectible from the related Mortgagor pursuant to the Relief Act; (b)
without
giving effect to any extension granted or agreed to by the Servicer pursuant
to
Section 3.07; and (c) on the assumption that all other amounts, if any,
due
under such Mortgage Loan are paid when due.
“Moody’s”:
Xxxxx’x Investors Service, Inc., or its successor in interest.
“Mortgage”:
The mortgage, deed of trust or other instrument creating a first or second
lien
on, or first or second priority security interest in, a Mortgaged Property
securing a Mortgage Note.
“Mortgage
File”: The mortgage documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to the
Mortgage
File pursuant to this Agreement.
“Mortgage
Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03(d) as from time to time held as a part of
the Trust
Fund, the Mortgage Loans so held being identified in the Mortgage Loan
Schedule.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC 1
on such date, separately identifying the Group I Mortgage Loans and the
Group II
Mortgage Loans, attached hereto as Exhibit D, as supplemented by each schedule
of Subsequent Mortgage Loans. The Mortgage Loan Schedule shall be prepared
by
the Depositor and shall set forth the following information with respect
to each
Mortgage Loan, as applicable:
|
(1)
|
the
Mortgage Loan identifying number;
|
|
|
(2)
|
[reserved];
|
|
|
(3)
|
the
state and zip code of the Mortgaged Property;
|
|
|
(4)
|
a
code indicating whether the Mortgaged Property was represented
by the
borrower, at the time of origination, as being
owner-occupied;
|
|
|
(5)
|
the
type of Residential Dwelling constituting the Mortgaged
Property;
|
|
|
(6)
|
the
original months to maturity;
|
|
|
(7)
|
the
stated remaining months to maturity from the Cut-off Date (or
Subsequent
Cut-off Date, with respect to a Subsequent Mortgage Loan) based
on the
original amortization schedule;
|
|
|
(8)
|
the
Loan-to-Value Ratio at origination;
|
|
|
(9)
|
the
Mortgage Rate in effect immediately following the Cut-off Date
(or
Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan);
|
|
|
(10)
|
the
date on which the first Monthly Payment was due on the Mortgage
Loan;
|
|
|
(11)
|
the
stated maturity date;
|
|
|
(12)
|
the
amount of the Monthly Payment at origination;
|
|
|
(13)
|
the
amount of the Monthly Payment due on the first Due Date after
the Cut- off
Date (or Subsequent Cut-off Date, with respect to a Subsequent
Mortgage
Loan);
|
|
|
(14)
|
the
last Due Date on which a Monthly Payment was actually applied
to the
unpaid Stated Principal Balance;
|
|
|
(15)
|
the
original principal amount of the Mortgage Loan;
|
|
|
(16)
|
the
Stated Principal Balance of the Mortgage Loan as of the Close
of Business
on the Cut-off Date (or Subsequent Cut-off Date, with respect
to a
Subsequent Mortgage Loan);
|
|
|
(17)
|
a
code indicating the purpose of the Mortgage Loan (i.e., purchase
financing, rate/term refinancing, cash-out
refinancing);
|
|
|
(18)
|
the
Mortgage Rate at origination;
|
|
|
(19)
|
a
code indicating the documentation program (i.e., full documentation,
limited income verification, no income verification, alternative
income
verification);
|
|
|
(20)
|
the
risk grade;
|
|
|
(21)
|
the
Value of the Mortgaged Property;
|
|
|
(22)
|
the
sale price of the Mortgaged Property, if applicable;
|
|
|
(23)
|
the
actual unpaid principal balance of the Mortgage Loan as of
the Cut-off
Date (or Subsequent Cut-off Date, with respect to a Subsequent
Mortgage
Loan);
|
|
|
(24)
|
the
type and term of the related Prepayment Charge;
|
|
|
(25)
|
with
respect to any Adjustable-Rate Mortgage Loan, the rounding
code, the
Minimum Mortgage Rate, the Maximum Mortgage Rate, the Gross
Margin, the
next Adjustment Date and the Periodic Rate Cap;
|
|
|
(26)
|
the
program code;
|
|
|
(27)
|
the
Loan Group;
|
|
|
(28)
|
the
MIN, if applicable, and
|
|
|
(29)
|
the
lien priority.
|
The
Mortgage Loan Schedule shall set forth the following information, with
respect
to the Mortgage Loans in the aggregate and for each Loan Group as of the
Cut-off
Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan):
(1) the number of Mortgage Loans (separately identifying the number of
Fixed-Rate Mortgage Loans and the number of Adjustable-Rate Mortgage Loans);
(2)
the current Principal Balance of the Mortgage Loans; (3) the weighted average
Mortgage Rate of the Mortgage Loans and (4) the weighted average remaining
term
to maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be
amended
from time to time by the Servicer in accordance with the provisions of
this
Agreement. With respect to any Qualified Substitute Mortgage Loan, Cut-off
Date
shall refer to the related Cut-off Date for such Mortgage Loan, determined
in
accordance with the definition of Cut-off Date herein. On the Closing Date,
the
Depositor will deliver to the Servicer, as of the Cut-off Date, an electronic
copy of the Mortgage Loan Schedule.
“Mortgage
Note”: The original executed note or other evidence of indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgage
Pool”: The pool of Mortgage Loans, identified on Exhibit D from time to time,
and any REO Properties acquired in respect thereof and as supplemented
by any
Subsequent Mortgage Loans identified on each schedule of Subsequent Mortgage
Loans attached to a Subsequent Transfer Instrument.
“Mortgage
Rate”: With respect to each Fixed-Rate Mortgage Loan, the rate set forth in
the
related Mortgage Note. With respect to each Adjustable-Rate Mortgage Loan,
the
annual rate at which interest accrues on such Mortgage Loan from time to
time in
accordance with the provisions of the related Mortgage Note, which rate
(A) as
of any date of determination until the first Adjustment Date following
the
Cut-off Date (or 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 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, to equal the sum, rounded to the next highest or nearest
0.125%
(as provided in the Mortgage Note), of the Index, determined as set forth
in the
related Mortgage Note, plus the related Gross Margin subject to the limitations
set forth in the related Mortgage Note. With respect to each Mortgage Loan
that
becomes an REO Property, as of any date of determination, the annual rate
determined in accordance with the immediately preceding sentence as of
the date
such Mortgage Loan became an REO Property.
“Mortgaged
Property”: The underlying property securing a Mortgage Loan, including any REO
Property, consisting of a fee simple estate in a parcel of real property
improved by a Residential Dwelling.
“Mortgagor”:
The obligor on a Mortgage Note.
“Net
Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other
disposition of related Mortgaged Property (including REO Property) the
related
Liquidation Proceeds and Insurance Proceeds net of Advances, Servicing
Advances,
Servicing Fees and any other accrued and unpaid servicing fees or ancillary
income received and retained in connection with the liquidation of such
Mortgage
Loan or Mortgaged Property.
“Net
Monthly Excess Cashflow”: With respect to each Distribution Date, the sum of (a)
any Overcollateralization Release Amount for such Distribution Date and
(b) the
excess of (x) Available Funds for such Distribution Date over (y) the sum
for
such Distribution Date of (A) the Monthly Interest Distributable Amounts
for the
Class A Certificates and Mezzanine Certificates, (B) the Unpaid Interest
Shortfall Amounts for the Class A Certificates and (C) the Principal Remittance
Amount.
“Net
Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property),
as of any date of determination, a per annum rate of interest equal to
the then
applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee
Rate.
“Net
Prepayment Interest Shortfall”: With respect to any Distribution Date, the
excess, if any, of any Prepayment Interest Shortfalls for such date over
the
related Compensating Interest.
“Net
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 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 Rate”: With respect to the Floating Rate Certificates and (X) the first
four Distribution Dates, a per annum rate equal to the product of (I) a
fraction, expressed as a percentage, (1) the numerator of which is equal
to the
product of (A) 12 multiplied by (B) the sum of (i) the amount of interest
which
accrued on the Initial Mortgage Loans in the prior calendar month (after
giving
effect to Principal Prepayments) at their Adjusted Net Mortgage Rates and
(ii)
any amounts withdrawn from the Interest Coverage Account, if any, for such
Distribution Date minus the amount of any Net Swap Payment and Swap Termination
Payment (other than a Swap Termination Payment resulting from a Swap Provider
Trigger Event) made to the Swap Provider and (2) the denominator of which
is
equal to the sum of (i) the aggregate Stated Principal Balance of the Mortgage
Loans as of the first day of the month preceding the month in which such
Distribution Date occurs, after giving effect to Principal Prepayments
received
during the related Prepayment Period and (ii) the amounts on deposit in
the
Pre-Funding Accounts and (II) a
fraction, the numerator of which is 30 and the denominator of which is
the
actual number of days elapsed in the related Accrual Period;
and (Y)
thereafter, is a per annum rate equal to the product of (I) a fraction,
expressed as a percentage, (1) the numerator of which is equal to the product
of
(A) 12 multiplied by (B) the sum of (i) the amount of interest which accrued
on
the Mortgage Loans in the prior calendar month (after giving effect to
Principal
Prepayments) at their Adjusted Net Mortgage Rates and (ii) amounts withdrawn
from the Interest Coverage Account, if any, for such Distribution Date
minus the
amount of any Net Swap Payment and Swap Termination Payment (other than
a Swap
Termination Payment resulting from a Swap Provider Trigger Event) made
to the
Swap Provider and (2) the denominator of which is equal to the sum of (i)
the
aggregate Stated Principal Balance of the Mortgage Loans as of the first
day of
the month preceding the month in which such Distribution Date occurs, after
giving effect to Principal Prepayments received during the related Prepayment
Period and (ii) the amounts on deposit in the Pre-Funding Accounts and
(II) a
fraction, the numerator of which is 30 and the denominator of which is
the
actual number of days elapsed in the related Accrual Period. For federal
income
tax purposes, the economic equivalent of such rate shall be expressed as
the
weighted average (adjusted for the actual number of days elapsed in the
related
Accrual Period) of the REMIC 3 Pass-Through Rates on the REMIC 3 Regular
Interests (other than REMIC 3 Regular Interest LTIO), weighted on the basis
of
the Uncertificated Principal Balance of each such REMIC 3 Regular
Interest.
“Net
WAC
Rate Carryover Amount”: With respect the Floating Rate Certificates and any
Distribution Date, the sum of (A) the positive excess of (i) the amount
of
interest accrued on such Class of Certificates on such Distribution Date
calculated at the related Pass-Through Rate (without regard to the related
Net
WAC Rate), over (ii) the amount of interest accrued on such Class of
Certificates at the Net WAC Rate for such Distribution Date and (B) the
Net WAC
Rate Carryover Amount for the previous Distribution Date not previously
paid,
together with interest thereon at a rate equal to the related Pass-Through
Rate
(without regard to the Net WAC Rate) for the most recently ended Accrual
Period.
“Net
WAC
Rate Carryover Reserve Account”: The account established and maintained pursuant
to Section 4.07.
“New
Lease”: Any lease of REO Property entered into on behalf of the Trust, including
any lease renewed or extended on behalf of the Trust if the Trust has the
right
to renegotiate the terms of such lease.
“NIMS
Insurer”: Any insurer that is guaranteeing certain payments under notes secured
by collateral which includes all or a portion of the Class C Certificates,
the
Class P Certificates and/or the Residual Certificates.
“Nonrecoverable
Advance”: Any Advance or Servicing Advance previously made or proposed to be
made in respect of a Mortgage Loan or REO Property that, in the good faith
business judgment of the Servicer, will not be ultimately recoverable from
Late
Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds
on such Mortgage Loan or REO Property as provided herein.
“Notional
Amount”: Immediately prior to any Distribution Date with respect to the Class
C
Interest, the aggregate of the Uncertificated Principal Balance of the
REMIC 3
Regular Interests (other than REMIC 3 Regular Interest LTP).
“Offered
Certificates”: The Class A Certificates and the Mezzanine Certificates offered
to the public pursuant to the Prospectus Supplement.
“Officers’
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president (however denominated),
or by the Treasurer, the Secretary, or one of the assistant treasurers
or
assistant secretaries of the Servicer, the Originator or the Depositor,
as
applicable.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be a
salaried counsel for the Depositor or the Servicer, acceptable to the Trustee,
except that any opinion of counsel relating to (a) the qualification of
any
REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an
opinion
of Independent counsel.
“Optional
Termination Date”: The first Distribution Date on which the Terminator may opt
to terminate the Trust Fund pursuant to Section 10.01.
“Original
Class Certificate Principal Balance”: With respect to the Class A Certificates,
the Mezzanine Certificates, the Class C Certificates, the Class C Interest,
the
Class P Certificates and the Class P Interest, the corresponding amounts
set
forth opposite such Class above in the Preliminary Statement.
“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 $229,839,482.91.
“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 $337,068,542.52.
“Original
Pre-Funded Amounts”: The Original Group I Pre-Funded Amount and the Original
Group II Pre-Funded Amount.
“Originator”:
Fremont Investment & Loan, or its successor in interest.
“Overcollateralization
Deficiency Amount”: With respect to any Distribution Date, the amount, if any,
by which the Overcollateralization Target Amount exceeds the Overcollateralized
Amount on such Distribution Date (assuming that 100% of the Principal Remittance
Amount is applied as a principal distribution on such Distribution Date).
“Overcollateralization
Floor”: With
respect to the Group I Certificates, $3,370,251.52. With respect to the
Group II
Certificates, $4,778,428.65.
With respect to the Mezzanine Certificates, $ 8,148,680.17.
“Overcollateralization
Release Amount”: With respect to any Distribution Date, the lesser of (x) the
Principal Remittance Amount for such Distribution Date and (y) the Excess
Overcollateralized Amount.
“Overcollateralization
Target Amount”: With
respect to any Distribution Date, (i) prior to the Stepdown Date, an amount
equal to 1.95% of the sum of (a) the aggregate Stated Principal Balance
of the
Initial Mortgage Loans as of the Cut-off Date and (b) the Original Pre-Funded
Amounts, (ii) on or after the Stepdown Date provided a Trigger Event is
not in
effect, the greater of (A) 3.90% of the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after
giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) an
amount
equal to 0.50% 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
and
(iii)
on or after the Stepdown Date if a Trigger Event is in effect, the
Overcollateralization Target Amount for the immediately preceding Distribution
Date.
Notwithstanding the foregoing, on and after any Distribution Date following
the
reduction of the aggregate Certificate Principal Balance of the Floating
Rate
Certificates to zero, the Overcollateralization Target Amount shall be
zero.
“Overcollateralized
Amount”: For any Distribution Date, the amount equal to (i) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related
Due
Period (after giving effect to scheduled payments of principal due during
the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period)
and any
funds on deposit in the Pre-Funding Accounts minus (ii) the sum of the
aggregate
Certificate Principal Balance of the Class A Certificates and 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 each Distribution Date and each Class of Floating Rate
Certificates, a floating rate equal to the lesser of (i) the related Formula
Rate and (ii) the Net WAC Rate with respect to such Distribution
Date.
With
respect to the Class C Interest and any Distribution Date, a per annum
rate
equal to the percentage equivalent of a fraction, the numerator of which
is (x)
the sum of (i) 100% of the interest on REMIC 3 Regular Interest LTP and
(ii)
interest on the Uncertificated Balance of each REMIC 3 Regular Interest
listed
in clause (y) at a rate equal to the related Uncertificated REMIC 3 Pass-Through
Rate minus the Marker Rate and the denominator of which is (y) the aggregate
Uncertificated Principal Balance of REMIC 3 Regular Interests XXXX, XXXX0,
XXXXX0, LTIIA2, LTIIA3, LTIIA4, LTM1, LTM2, LTM3, LTM4, LTM5, LTM6, LTM7,
LTM8,
LTM9, LTM10 and LTZZ.
The
Class
P Certificates, Class R Certificates and Class R-X Certificates will not
accrue
interest and therefore will not have a Pass-Through Rate.
With
respect to the Class C Certificates, 100% of the interest distributable
to the
Class C Interest, expressed as a per annum rate.
The
Class
IO Interest shall not have a Pass-Through Rate, but interest for such Regular
Interest and each Distribution Date shall be an amount equal to 100% of
the
amounts distributable to REMIC 3 Regular Interest LTIO for such Distribution
Date.
The
REMIC
7 Regular Interest SWAP IO shall not have a Pass-Through Rate, but interest
for
such Regular Interest and each Distribution Date shall be an amount equal
to
100% of the amounts distributable to the Class IO Interest for such Distribution
Date.
“Paying
Agent”: Any paying agent appointed pursuant to Section 5.05.
“Percentage
Interest”: With respect to any Certificate (other than a Class C Certificates or
a Residual Certificate), a fraction, expressed as a percentage, the numerator
of
which is the Initial Certificate Principal Balance represented by such
Certificate and the denominator of which is the Original Class Certificate
Principal Balance of the related Class. With respect to a Residual Certificate
or Class C Certificate, the portion of the Class evidenced thereby, expressed
as
a percentage, as stated on the face of such Certificate; provided, however,
that
the sum of all such percentages for each such Classes totals 100%.
“Periodic
Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
Date therefor, the fixed percentage set forth in the related Mortgage Note,
which is the maximum amount by which the Mortgage Rate for such Mortgage
Loan
may increase or decrease (without regard to the Maximum Mortgage Rate or
the
Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in
effect
immediately prior to such Adjustment Date.
“Permitted
Investments”: Any one or more of the following obligations or securities
acquired at a purchase price of not greater than par, regardless of whether
issued or managed by the Depositor, the Servicer, the NIMS Insurer, the
Trustee
or any of their respective Affiliates or for which an Affiliate of the
NIMS
Insurer or Trustee serves as an advisor:
(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) (A)
demand and time deposits in, certificates of deposit of, bankers’ acceptances
issued by or federal funds sold by any depository institution or trust
company
(including the Trustee or its agent acting in their respective commercial
capacities) incorporated under the laws of the United States of America
or any
state thereof and subject to supervision and examination by federal and/or
state
authorities, so long as, at the time of such investment or contractual
commitment providing for such investment, such depository institution
or trust
company (or, if the only Rating Agency is S&P, in the case of the principal
depository institution in a depository institution holding company, debt
obligations of the depository institution holding company) or its ultimate
parent has a short-term uninsured debt rating in one of the two highest
available ratings of Xxxxx’x and the highest available rating category of Fitch
and S&P and provided that each such investment has an original maturity of
no more than 365 days; and provided further that, if the only Rating
Agency is
S&P and if the depository or trust company is a principal subsidiary of
a
bank holding company and the debt obligations of such subsidiary are
not
separately rated, the applicable rating shall be that of the bank holding
company; and, provided further that, if the original maturity of such
short-
term obligations of a domestic branch of a foreign depository institution
or
trust company shall exceed 30 days, the short-term rating of such institution
shall be A-1+ in the case of S&P if S&P is the Rating Agency; and (B)
any other demand or time deposit or deposit which is fully insured by
the
FDIC;
(iii) repurchase
obligations with a term not to exceed 30 days with respect to any security
described in clause (i) above and entered into with a depository institution
or
trust company (acting as principal) rated F-1+ or higher by Fitch, P-1
by
Xxxxx’x and rated A-1+ or higher by S&P, provided, however, that collateral
transferred pursuant to such repurchase obligation must be of the type
described
in clause (i) above and must (A) be valued daily at current market prices
plus
accrued interest, (B) pursuant to such valuation, be equal, at all times,
to
105% of the cash transferred by the Trustee in exchange for such collateral
and
(C) be delivered to the Trustee or, if the Trustee is supplying the collateral,
an agent for the Trustee, in such a manner as to accomplish perfection
of a
security interest in the collateral by possession of certificated
securities;
(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 S&P (and if rated by any other Rating Agency, also by
such other Rating Agency) in its highest long-term unsecured rating category
at
the time of such investment or contractual commitment providing for such
investment;
(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
S&P
(and if rated by any other Rating Agency, also by such other Rating Agency)
in
its highest short-term unsecured debt rating available at the time of
such
investment;
(vi) units
of
money market funds, including those money market funds managed or advised
by the
Trustee or its Affiliates, that have been rated “AAA” by Fitch (if rated by
Fitch), “Aaa” by Xxxxx’x and “AAAm” or “AAAm-G” by S&P; and
(vii) if
previously confirmed in writing to the Trustee, any other demand, money
market
or time deposit, or any other obligation, security or investment, as
may be
acceptable to the Rating Agencies in writing as a permitted investment
of funds
backing securities having ratings equivalent to its highest initial rating
of
the Class A Certificates;
provided,
that no instrument described hereunder shall evidence either the right
to
receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with
respect
to such instrument provide a yield to maturity at par greater than 120%
of the
yield to maturity at par of the underlying obligations.
“Permitted
Transferee”: Any transferee of a Residual Certificate other than a Disqualified
Organization or a non-U.S. Person.
“Person”:
Any individual, corporation, limited liability company, partnership, joint
venture, association, joint stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
“Plan”:
Any employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, 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
ERISA or Section 4975 of the Code.
“Pool
Balance”: As of any date of determination, the aggregate Stated Principal
Balance of the Mortgage Loans in both Loan Groups as of such date.
“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 Mortgage Loan, the charges or premiums, if any, due
in connection with a full or partial Principal Prepayment of such Mortgage
Loan
in accordance with the terms thereof (other than any Servicer Prepayment
Charge
Payment Amount).
“Prepayment
Charge Schedule”: As of any date, the list of Prepayment Charges on the Mortgage
Loans included in the Trust Fund on such date, attached hereto as Schedule
I
(including the prepayment charge summary attached thereto). The Prepayment
Charge Schedule shall set forth the following information with respect
to each
Prepayment Charge:
(i) the
Mortgage Loan identifying number;
(ii) a
code
indicating the type of Prepayment Charge;
(iii) the
state
of origination of the related Mortgage Loan;
(iv) the
date
on which the first monthly payment was due on the related Mortgage
Loan;
(v) the
term
of the related Prepayment Charge; and
(vi) the
Stated Principal Balance of the related Mortgage Loan as of the Cut-off
Date (or
Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan).
The
Prepayment Charge Schedule shall be amended from time to time by the Servicer
in
accordance with the provisions of this Agreement and a copy of such amended
Prepayment Charge Schedule shall be furnished by the Servicer to the NIMS
Insurer.
“Prepayment
Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan
that was the subject of a Principal Prepayment in full during the portion
of the
related Prepayment Period occurring between the first day and the 15th
day of
the calendar month (in the case of Fremont) or the 13th
day of
the calendar month in which such Distribution Date occurs, an amount equal
to
interest (to the extent received) at the applicable Net Mortgage Rate on
the
amount of such Principal Prepayment for the number of days commencing on
the
first day of the calendar month in which such Distribution Date occurs
and
ending on the date on which such prepayment is so applied.
“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
Loan that was the subject of a Principal Prepayment during the portion
of the
related Prepayment Period occurring from the first day of the related Prepayment
Period through the last day of the calendar month preceding the month in
which
such Distribution Date occurs, an amount equal to one-month’s interest at the
applicable Net Mortgage Rate less any payments made by the Mortgagor on
the
amount of such Principal Prepayment for the number of days commencing on
the
date such Principal Prepayment is received and ending on the last day of
the
calendar month preceding the month in which such Distribution Date
occurs.
“Prepayment
Period”: With respect to any Distribution Date and any Mortgage Loan serviced
by
Fremont, the period commencing on the 16th
day of
the calendar month preceding the month in which the related Distribution
Date
occurs (or, in the case of the first Distribution Date, from September
1, 2006)
and ending on the 15th
day
of
the calendar month in which such Distribution Date occurs. With respect
to any
Distribution Date and any Mortgage Loan serviced by Xxxxx Fargo Bank, the
period
commencing on the 14th
day of
the month preceding the month in which such Distribution Date falls and
ending
on the 13th
day
of
the calendar month in which such Distribution Date occurs.
“Principal
Balance”: As to any Mortgage Loan other than a Liquidated Mortgage Loan, and any
day, the related Cut-off Date Principal Balance, minus all collections
credited
against the Cut-off Date Principal Balance of any such Mortgage Loan. For
purposes of this definition, a Liquidated Mortgage Loan shall be deemed
to have
a Principal Balance equal to the Principal Balance of the related Mortgage
Loan
as of the final recovery of related Liquidation Proceeds and a Principal
Balance
of zero thereafter. As to any REO Property and any day, the Principal Balance
of
the related Mortgage Loan immediately prior to such Mortgage Loan becoming
REO
Property minus any REO Principal Amortization received with respect thereto
on
or prior to such day.
“Principal
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 Group
I Principal Remittance Amount and the Group II Principal Remittance
Amount.
“Prospectus
Supplement”: That certain Prospectus Supplement dated September 29, 2006
relating to the public offering of the Class A Certificates and the Mezzanine
Certificates.
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased by
the
Originator, the Seller or the Servicer pursuant to or as contemplated by
Section
2.03, Section 3.16(c) or Section 10.01, and as confirmed by an Officers’
Certificate from the Originator or the 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 10.01), (ii) in the
case of
(x) a Mortgage Loan, accrued interest on such Stated Principal Balance
at the
applicable Mortgage Rate in effect from time to time from the Due Date
as to
which interest was last covered by a payment by the Mortgagor or an Advance
by
the Servicer, which payment or Advance had as of the date of purchase been
distributed pursuant to Section 4.01, through the end of the calendar month
in
which the purchase is to be effected, and (y) an REO Property, the sum
of (1)
accrued interest on such Stated Principal Balance at the applicable Mortgage
Rate in effect from time to time from the Due Date as to which interest
was last
covered by a payment by the Mortgagor or an advance by the Servicer through
the
end of the calendar month immediately preceding the calendar month in which
such
REO Property was acquired, plus (2) REO Imputed Interest for such REO Property
for each calendar month commencing with the calendar month in which such
REO
Property was acquired and ending with the calendar month in which such
purchase
is to be effected, net of the total of all net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase
had
been distributed as or to cover REO Imputed Interest pursuant to Section
4.04,
(iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan or REO Property pursuant to Section 3.23 and (v) in the case of a
Mortgage
Loan required to be purchased pursuant to Section 2.03, expenses reasonably
incurred or to be incurred by the Servicer, the NIMS Insurer or the Trustee
in
respect of the breach or defect giving rise to the purchase obligation
including
any costs and damages incurred by the Trust Fund in connection with any
violation by such loan of any predatory or abusive lending law. With respect
to
the Originator and any Mortgage Loan or REO Property to be purchased pursuant
to
or as contemplated by Section 2.03 or 10.01, and as confirmed by a certificate
of an Officers’ Certificate of the Originator to the Trustee, an amount equal to
the amount set forth pursuant to the terms of the Master Agreement.
“Qualified
Insurer”: Any insurance company acceptable to Xxxxxx Xxx.
“Qualified
Substitute Mortgage Loan”: With respect to the Seller, a mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement
which must, on the date of such substitution, (i) have an outstanding Stated
Principal Balance (or in the case of a substitution of more than one mortgage
loan for a Deleted Mortgage Loan, an aggregate Stated Principal Balance),
after
application of all scheduled payments of principal and interest due during
or
prior to the month of substitution, not in excess of, and not more than
5% less
than, the outstanding Stated Principal Balance of the Deleted Mortgage
Loan as
of the Due Date in the calendar month during which the substitution occurs,
(ii)
have a Mortgage Rate not less than (and not more than one percentage point
in
excess of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) if the
Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan,
have a
Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted
Mortgage Loan, (iv) if the Qualified Substitute Mortgage Loan is an
Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not less than
the
Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the Qualified
Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Gross
Margin equal to or greater than the Gross Margin of the Deleted Mortgage
Loan,
(vi) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage
Loan, have a next Adjustment Date not more than two months later than the
next
Adjustment Date on the Deleted Mortgage Loan, (vii) have a remaining term
to
maturity not greater than (and not more than one year less than) that of
the
Deleted Mortgage Loan, (viii) be current as of the date of substitution,
(ix)
have a Loan-to-Value Ratio as of the date of substitution equal to or lower
than
the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (x)
have a
risk grading determined by the Originator at least equal to the risk grading
assigned on the Deleted Mortgage Loan, (xi) have been underwritten or
reunderwritten by the related Originator in accordance with the same
underwriting criteria and guidelines as the Deleted Mortgage Loan, (xii)
be a
first lien mortgage loan if the Deleted Mortgage Loan is a first lien mortgage
loan and (xiii) conform to each representation and warranty set forth in
Section
3.01 of the Mortgage Loan Purchase Agreement or assigned to the Depositor
pursuant to the related Assignment Agreement applicable to the Deleted
Mortgage
Loan. In the event that one or more mortgage loans are substituted for
one or
more Deleted Mortgage Loans, the amounts described in clause (i) hereof
shall be
determined on the basis of aggregate Stated Principal Balance, the Mortgage
Rates described in clause (ii) hereof shall be satisfied for each such
mortgage
loan, the risk gradings described in clause (x) hereof shall be satisfied
as to
each such mortgage loan, the terms described in clause (vii) hereof shall
be
determined on the basis of weighted average remaining term to maturity
(provided
that no such mortgage loan may have a remaining term to maturity longer
than the
Deleted Mortgage Loan), the Loan-to-Value Ratios described in clause (ix)
hereof
shall be satisfied as to each such mortgage loan and, except to the extent
otherwise provided in this sentence, the representations and warranties
described in clause (xii) hereof must be satisfied as to each Qualified
Substitute Mortgage Loan or in the aggregate, as the case may be. With
respect
to each Originator, a mortgage loan substituted for a Deleted Mortgage
Loan
pursuant to the terms of the related Master Agreement which must, on the
date of
such substitution conform to the terms set forth in the related Master
Agreement.
“Rating
Agency or Rating Agencies”: Fitch, Xxxxx’x 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 Servicer.
“Realized
Loss”: With respect to any Liquidated Mortgage Loan, the amount of loss realized
equal to the portion of the Stated Principal Balance remaining unpaid after
application of all Net Liquidation Proceeds in respect of such Mortgage
Loan. If
the Servicer receives Subsequent Recoveries with respect to any Mortgage
Loan,
the amount of the Realized Loss with respect to that Mortgage Loan will
be
reduced to the extent such recoveries are applied to principal distributions
on
any Distribution Date.
“Record
Date”: With respect to (i) the Class P Certificates, the Class C Certificates
and the Residual Certificates, the Close of Business on the last Business
Day of
the calendar month preceding the month in which the related Distribution
Date
occurs and (ii) the Floating Rate Certificates, the Close of Business on
the
Business Day immediately preceding the related Distribution Date; provided,
however, that following the date on which Definitive Certificates for any
of the
Floating Rate Certificates are available pursuant to Section 5.02, the
Record
Date for such Certificates that are Definitive Certificates shall be the
last
Business Day of the calendar month preceding the month in which the related
Distribution Date occurs.
“Reference
Banks”: Those banks (i) with an established place of business in London,
England, (ii) not controlling, under the control of or under common control
with
the Originator or the Servicer or any Affiliate thereof and (iii) which
have
been designated as such by the Trustee after consultation with the Depositor;
provided, however, that if fewer than two of such banks provide a LIBOR
rate,
then any leading banks selected by the Trustee after consultation with
the
Depositor which are engaged in transactions in United States dollar deposits
in
the international Eurocurrency market.
“Refinanced
Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
the related Mortgaged Property.
“Regular
Certificate”: Any of the Class A Certificates, Mezzanine Certificates, Class C
Certificates or Class P Certificates.
“Reimbursement
amount”: As defined in Section 3.29.
“Relief
Act”: The Servicemembers Civil Relief Act or any state law providing for similar
relief.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage
Loan with respect to which there has been a reduction in the amount of
interest
collectible thereon for the most recently ended Due Period as a result
of the
application of the Relief Act or any similar state or local laws, the amount
by
which (i) interest collectible on such Mortgage Loan during such Due Period
is
less than (ii) one month’s interest on the Principal Balance of such Mortgage
Loan at the Mortgage Rate for such Mortgage Loan before giving effect to
the
application of the Relief Act or such state or local laws.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“REMIC
1”: The segregated pool of assets subject hereto, constituting the primary
trust
created hereby and to be administered hereunder, with respect to which
a REMIC
election is to be made consisting of: (i) such Mortgage Loans as from time
to
time are subject to this Agreement, together with the Mortgage Files relating
thereto, and together with all collections thereon and proceeds thereof,
(ii)
any REO Property, together with all collections thereon and proceeds thereof,
(iii) the Trustee’s rights with respect to the Mortgage Loans under all
insurance policies required to be maintained pursuant to this Agreement
and any
proceeds thereof, (iv) the Depositor’s rights under the Assigment Agreement
(including any security interest created thereby) and (v) the Collection
Account, the Distribution Account (subject to the last sentence of this
definition) and any REO Account and such assets that are deposited therein
from
time to time and any investments thereof, together with any and all income,
proceeds and payments with respect thereto. Notwithstanding the foregoing,
however, a REMIC election will not be made with respect to the Pre-Funding
Accounts, the Interest Coverage Accounts, any Subsequent Mortgage Loan
Interest,
the Net WAC Rate Carryover Reserve Account, the Basis Risk Cap Agreement,
the
Interest Rate Cap Contract, the Cap Allocation Agreement, the Cap Account,
the
Interest Rate Swap Agreement, the Swap Accounts, the Supplemental Interest
Trust
or any Servicer Prepayment Charge Payment Amounts.
“REMIC
1
Regular Interests”: One of the separate non-certificated beneficial ownership
interests in REMIC 1 issued hereunder and designated as a Regular Interest
in
REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and
shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto. The following
is a
list of each of the REMIC 1 Regular Interests: REMIC 1 Regular Interest
LT1,
REMIC 1 Regular Interest LT1PF, REMIC 1 Regular Interest LT2, REMIC 1 Regular
Interest LT2PF and REMIC 1 Regular Interest LTP.
“REMIC
2”: The segregated pool of assets consisting of all of the REMIC 1 Regular
Interests and conveyed in trust to the Trustee, for the benefit of REMIC
3, as
holder of the REMIC 2 Regular Interests, and the Class R Certificateholders,
as
Holders of the Class R-2 Interest, pursuant to Article II hereunder, and
all
amounts deposited therein, with respect to which a separate REMIC election
is to
be made.
“REMIC
2
Regular Interest”: Any of the separate non-certificated beneficial ownership
interests in REMIC 2 issued hereunder and designated as a “regular interest” in
REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the
Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and
shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto.
“REMIC
3”: The segregated pool of assets consisting of all of the REMIC 2 Regular
Interests and conveyed in trust to the Trustee, for the benefit of REMIC
4, as
holder of the REMIC 3 Regular Interests, and the Class R Certificateholders,
as
Holders of the Class R-3 Interest, pursuant to Article II hereunder, and
all
amounts deposited therein, with respect to which a separate REMIC election
is to
be made.
“REMIC
3
Interest Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the aggregate Stated Principal Balance
of
the Mortgage Loans and related REO Properties then outstanding and (ii)
the
Uncertificated REMIC 3 Pass-Through Rate for REMIC 3 Regular Interest LTAA
minus
the Marker Rate, divided by (b) 12.
“REMIC
3
Overcollateralization Amount”: With respect to any date of determination, (i)
1.00% of the aggregate Uncertificated Principal Balance of the REMIC 3
Regular
Interests (other than the REMIC 3 Regular Interest LTP) minus (ii) the
aggregate
Uncertificated Principal Balances of REMIC 3 Regular Interest LTIA1, REMIC
3
Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular
Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest
LTM1,
REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular
Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest
LTM6,
REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular
Interest LTM9 and REMIC 3 Regular Interest LTM10, in each case as of such
date
of determination.
“REMIC
3
Overcollateralization Target Amount”: 1.00% of the Overcollateralization Target
Amount.
“REMIC
3
Principal Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to the product of (i) the aggregate Stated Principal Balance
of the
Mortgage Loans and related REO Properties then outstanding and the amounts
on
deposit in the Pre-Funding Accounts (exclusive of any investment income
therein)
and (ii) 1 minus a fraction, the numerator of which is two times the aggregate
Uncertificated Principal Balance of REMIC 3 Regular Interest LTIA1, REMIC
3
Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular
Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest
LTM1,
REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular
Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest
LTM6,
REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular
Interest LTM9 and REMIC 3 Regular Interest LTM10 and the denominator of
which is
the aggregate Uncertificated Principal Balance of REMIC 3 Regular Interest
LTIA1, REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2,
REMIC 3
Regular Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular
Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest
LTM3,
REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular
Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest
LTM8,
REMIC 3 Regular Interest LTM9 and REMIC 3 Regular Interest LTM10 and REMIC
3
Regular Interest LTZZ.
“REMIC
3
Regular Interests”: One of the separate non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and designated as a Regular Interest
in
REMIC 3. Each REMIC 3 Regular Interest shall accrue interest at the
Uncertificated REMIC 3 Pass-Through Rate in effect from time to time, and
shall
be entitled to distributions of principal (other than REMIC 3 Regular Interest
LTIO), 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 3 Regular
Interests: REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTIA1,
REMIC
3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular
Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest
LTM1,
REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular
Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest
LTM6,
REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular
Interest LTM9 and REMIC 3 Regular Interest LTM10, REMIC 3 Regular Interest
LTZZ,
REMIC 3 Regular Interest LTP and REMIC 3 Regular Interest LTIO.
“REMIC
4”: The segregated pool of assets consisting of all of the REMIC 3 Regular
Interests conveyed in trust to the Trustee, for the benefit of the Holders
of
the Regular Certificates (other than the Class C Certificates and Class
P
Certificates), the Class C Interest, the Class P Interest, the Class IO
Interest
and the Class R Certificates (in respect of the Class R-4 Interest), pursuant
to
Article II hereunder, and all amounts deposited therein, with respect to
which a
separate REMIC election is to be made.
“REMIC
4
Regular Interest”: The Class C Interest, Class P Interest, Class IO Interest and
any “regular interest” in REMIC 4 the ownership of which is represented by a
Class A Certificate or Class M Certificate.
“REMIC
5”: The segregated pool of assets consisting of the Class C Interest conveyed
in
trust to the Trustee, for the benefit of the Holders of the Class C Certificates
and the Class R-X Certificates (in respect of the Class R-5 Interest),
pursuant
to Article II hereunder, and all amounts deposited therein, with respect
to
which a separate REMIC election is to be made.
“REMIC
5
Regular Interest”: Any “regular interest” in REMIC 5 the ownership of which is
represented by a Class C Certificate.
“REMIC
6”: The segregated pool of assets consisting of the Class P Interest conveyed
in
trust to the Trustee, for the benefit of the Holders of the Class P Certificates
and the Class R-X Certificates (in respect of the Class R-6 Interest),
pursuant
to Article II hereunder, and all amounts deposited therein, with respect
to
which a separate REMIC election is to be made.
“REMIC
6
Regular Interest”: Any “regular interest” in REMIC 6 the ownership of which is
represented by a Class P Certificate.
“REMIC
7”: The segregated pool of assets consisting of the Class IO Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the REMIC 7
Regular
Interest SWAP IO and the Class R-X Certificates (in respect of the Class
R-7
Interest), pursuant to Article II hereunder, and all amounts deposited
therein,
with respect to which a separate REMIC election is to be made.
“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate
mortgage investment conduits which appear at Section 860A through 860G
of
Subchapter M of Chapter 1 of the Code, and related provisions, and regulations
and rulings promulgated thereunder, as the foregoing may be in effect from
time
to time.
“REMIC
Regular Interest”: A REMIC 1 Regular Interest, REMIC 2 Regular Interest, REMIC 3
Regular Interest, REMIC 4 Regular Interest, REMIC 5 Regular Interest or
REMIC 6
Regular Interest.
“Remittance
Report”: A report prepared by the Servicer and delivered to the Trustee and the
NIMS Insurer pursuant to Section 4.04.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code.
“REO
Account”: The account or accounts maintained by the Servicer in respect of an
REO Property pursuant to Section 3.23.
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of the
Trust Fund.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of the Trust Fund, one month’s interest
at the applicable Net Mortgage Rate on the Stated Principal Balance of
such REO
Property (or, in the case of the first such calendar month, of the related
Mortgage Loan if appropriate) as of the Close of Business on the Distribution
Date in such calendar month.
“REO
Principal Amortization”: With respect to any REO Property, for any calendar
month, the excess, if any, of (a) the aggregate of all amounts received
in
respect of such REO Property during such calendar month, whether in the
form of
rental income, sale proceeds (including, without limitation, that portion
of the
Termination Price paid in connection with a purchase of all of the Mortgage
Loans and REO Properties pursuant to Section 10.01 that is allocable to
such REO
Property) or otherwise, net of any portion of such amounts (i) payable
pursuant
to Section 3.23 in respect of the proper operation, management and maintenance
of such REO Property or (ii) payable or reimbursable to the Servicer pursuant
to
Section 3.23 for unpaid Servicing Fees in respect of the related Mortgage
Loan
and unreimbursed Servicing Advances and Advances in respect of such REO
Property
or the related Mortgage Loan, over (b) the REO Imputed Interest in respect
of
such REO Property for such calendar month.
“REO
Property”: A Mortgaged Property acquired by the Servicer on behalf of the Trust
Fund through foreclosure or deed-in-lieu of foreclosure, as described in
Section
3.23.
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
“Reserve
Interest Rate”: With respect to any Interest Determination Date, the rate per
annum that the Trustee determines to be either (i) the arithmetic mean
(rounded
upwards if necessary to the nearest whole multiple of 1/16 of 1%) of the
one-month United States dollar lending rates which banks in The City of
New York
selected by the Depositor are quoting on the relevant Interest Determination
Date to the principal London offices of leading banks in the London interbank
market or (ii) in the event that the Trustee can determine no such arithmetic
mean, in the case of any Interest Determination Date after the initial
Interest
Determination Date, the lowest one-month United States dollar lending rate
which
such New York banks selected by the Depositor are quoting on such Interest
Determination Date to leading European banks.
“Residential
Dwelling”: Any one of the following: (i) a detached one-family dwelling, (ii) a
detached two- to four-family dwelling, (iii) a one-family dwelling unit
in a
Xxxxxx Xxx eligible condominium project, (iv) a manufactured home, or (v)
a
detached one-family dwelling in a planned unit development, none of which
is a
co-operative or mobile home.
“Residual
Certificate”: The Class R Certificates and the Class R-X
Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the Trustee, any director, any vice
president, any assistant vice president, the Secretary, any assistant secretary,
the Treasurer, any assistant treasurer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the
above
designated officers and, with respect to a particular matter, to whom such
matter is referred because of such officer’s knowledge of and familiarity with
the particular subject.
“S&P”:
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc., or its successor in interest.
“SEC”:
Securities and Exchange Commission.
“Seller”:
Greenwich Capital Financial Products, Inc., a Delaware corporation, in
its
capacity as Seller under the Assignment Agreement.
“Senior
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the Group I Senior Principal Distribution Amount and (ii) the Group
II
Senior Principal Distribution Amount.
“Servicer”:
Xxxxx Fargo Bank, N.A., or any successor servicer appointed as herein provided,
in its capacity as Servicer hereunder, effective January 1, 2007 and February
1,
2007. From the Cut-off Date through and including December 31, 2006, and
January
31, 2007 the Servicer shall be Fremont Investment & Loan, or any successor
servicer appointed as provided under the Master Agreement.
“Servicer
Certification”: As defined in Section 4.07(b)(ii) hereof.
“Servicer
Event of Termination”: One or more of the events described in
Section 7.01.
“Servicer
Prepayment Charge Payment Amount”: The amounts payable by the Servicer in
respect of any waived Prepayment Charges pursuant to Section 2.05 or Section
3.01.
“Servicer
Remittance Date”: With respect to any Distribution Date, the third Business Day
prior to such Distribution Date.
“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and
expenses (including reasonable attorneys’ fees and expenses) incurred by the
Servicer in the performance of its servicing obligations, including, but
not
limited to, the cost of (i) the preservation, restoration, inspection and
protection of the Mortgaged Property, (ii) any enforcement or judicial
proceedings, including foreclosures, (iii) the management and liquidation
of the
REO Property, (iv) obtaining broker price opinions, (v) locating missing
Mortgage Loan documents and (vi) compliance with the obligations under
Sections
3.01, 3.09, 3.14, 3.16, and 3.23. Servicing Advances also include any reasonable
“out-of-pocket” costs and expenses (including legal fees) incurred by the
Servicer in connection with executing and recording instruments of satisfaction,
deeds of reconveyance or Assignments of Mortgage in connection with any
foreclosure in respect of any Mortgage Loan to the extent not recovered
from the
related Mortgagor or otherwise payable under this Agreement. The Servicer
shall
not be required to make any Servicing Advance that would be a Nonrecoverable
Advance.
“Servicing
Fee”: With respect to each Mortgage Loan, the amount of the annual fee paid
to
the Servicer, which shall, for a period of one full month, be equal to
one-twelfth of the product of (a) the Servicing Fee Rate (without regard
to the
words "per annum") and (b) the outstanding principal balance of such Mortgage
Loan. Such fee shall be payable monthly, computed on the basis of the same
principal amount and period respecting which any related interest payment
on a
Mortgage Loan is received. The obligation for payment of the Servicing
Fee is
limited to, and the Servicing Fee is payable solely from, the interest
portion
(including recoveries with respect to interest from Liquidation Proceeds)
of
such Monthly Payment collected by the Servicer, or as otherwise provided
under
Section 3.11.
“Servicing
Fee Rate”: 0.50%
per
annum.
“Servicing
Officer”: Any officer of the Servicer involved in, or responsible for, the
administration and servicing of Mortgage Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Servicer
to
the Trustee and the Depositor on the Closing Date, as such list may from
time to
time be amended.
“Servicing
Standard”: As defined in Section 3.01.
“Servicing
Transfer Costs”: Shall mean all reasonable costs and expenses incurred by the
Trustee in connection with the transfer of servicing from a predecessor
servicer, including, without limitation, any reasonable costs or expenses
associated with the complete transfer of all servicing data and the completion,
correction or manipulation of such servicing data as may be required by
the
Trustee to correct any errors or insufficiencies in the servicing data
or
otherwise to enable the Trustee (or any successor servicer appointed pursuant
to
Section 7.02) to service the Mortgage Loans properly and effectively and
any
fees associated with MERS.
“Startup
Day”: As defined in Section 9.01(b) hereof.
“Stated
Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such Mortgage
Loan
would be distributed, the outstanding principal balance of such Mortgage
Loan as
of the Cut-off Date as shown in the Mortgage Loan Schedule, minus the sum
of (i)
the principal portion of each Monthly Payment due on a Due Date subsequent
to
the Cut-off Date to the extent received from the Mortgagor or advanced
by the
Servicer and distributed pursuant to Section 4.01 on or before such date
of
determination, (ii) all Principal Prepayments received after the Cut-off
Date to
the extent distributed pursuant to Section 4.01 on or before such date
of
determination, (iii) all Liquidation Proceeds and Insurance Proceeds to
the
extent distributed pursuant to Section 4.01 on or before such date of
determination, and (iv) any Realized Loss incurred with respect thereto
as a
result of a Deficient Valuation made during or prior to the Due Period
for the
most recent Distribution Date coinciding with or preceding such date of
determination; and (b) as of any date of determination coinciding with
or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such Mortgage Loan would be distributed,
zero.
With respect to any REO Property: (a) as of any date of determination up
to but
not including the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed,
an
amount (not less than zero) equal to the Stated Principal Balance of the
related
Mortgage Loan as of the date on which such REO Property was acquired on
behalf
of the Trust Fund, minus the aggregate amount of REO Principal Amortization
in
respect of such REO Property for all previously ended calendar months,
to the
extent distributed pursuant to Section 4.01 on or before such date of
determination; and (b) as of any date of determination coinciding with
or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed,
zero.
“Stepdown
Date”: The earlier to occur of (i) the Distribution Date following the
Distribution Date on which the aggregate Certificate Principal Balance
of the
Class A Certificates have been reduced to zero and (ii) the later to occur
of
(x) the Distribution Date occurring in October 2009 and (y) the first
Distribution Date on which the Credit Enhancement Percentage (calculated
for
this purpose only after taking into account payments of principal on the
Mortgage Loans but prior to distribution of the 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 43.60%.
“Sub-Servicer”:
Any Person with which the Servicer has entered into a Sub- Servicing Agreement
and which meets the qualifications of a Sub-Servicer pursuant to Section
3.02.
“Sub-Servicing
Account”: An account established by a Sub-Servicer which meets the requirements
set forth in Section 3.08 and is otherwise acceptable to the
Servicer.
“Sub-Servicing
Agreement”: The written contract between the Servicer and a Sub-Servicer
relating to servicing and administration of certain Mortgage Loans as provided
in Section 3.02.
“Subsequent
Assignment and Recognition Agreement”: The agreement between the Depositor and
the Seller, regarding the transfer of the Subsequent Mortgage Loans by
the
Seller to the Depositor.
“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 (i) first
day of
the month in which the related Subsequent Transfer Date occurs or (ii)
the date
of origination of such 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 2.08, such Mortgage Loan being identified on the Mortgage Loan
Schedule attached to a Subsequent Transfer Instrument.
“Subsequent
Mortgage Loan Interest”: Any amount constituting a monthly payment of interest
received or advanced at the Net Mortgage Rate with respect to (i) a Subsequent
Group I Mortgage Loan during the Due Period relating to the first Distribution
Date in excess of 0.00% per annum and (ii) a Subsequent Group II Mortgage
Loan
during the Due Period relating to the first Distribution Date in excess
of 0.00%
per annum. The Subsequent Mortgage Loan Interest shall be distributable
to the
Class C Certificates. The Subsequent Mortgage Loan Interest shall not be
an
asset of any REMIC.
“Subsequent
Recoveries”:
As
of any Distribution Date, amounts received by the Servicer (net of any
related
expenses permitted to be reimbursed pursuant to Section 3.11) specifically
related to a Mortgage Loan that was the subject of a liquidation or an
REO
Disposition prior to the related Prepayment Period that resulted in a Realized
Loss.
“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 attached hereto as Exhibit V, by which Subsequent
Mortgage Loans are transferred to the Trust Fund.
“Substitution
Adjustment”: As defined in Section 2.03(d) hereof.
“Supplemental
Interest Trust”: As defined in Section 4.05(a).
“Supplemental
Interest Trust Trustee”: Deutsche Bank National Trust Company, a national
banking association, or any successor in interest, or any successor Supplemental
Interst Trust Trustee.
“Swap
Account”: The account or accounts created and maintained pursuant to Section
4.05. The Swap Account must be an Eligible Account.
“Swap
Expense Fee Rate”: For any Distribution Date, is an amount expressed as a per
annum rate, equal to the sum of (a) the product of (i) the Net Swap Payment
made
to the Swap Provider divided by the aggregate Principal Balance of the
Mortgage
Loans and (ii) 12 and (b) the product of (i) any Swap Termination Payment
(other
than a Swap Termination Payment resulting from a Swap Provider Trigger
Event)
made to the Swap Provider divided by the aggregate Principal Balance of
the
Mortgage Loans and (ii) 12.
“Swap
Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
of Certificates resulting from the application of the Net WAC Rate due
to a
discrepancy between the Uncertificated Notional Amount of REMIC 7 Regular
Interest SWAP IO and the scheduled notional amount pursuant to Interest
Rate
Swap Agreement.
“Swap
LIBOR”:
A per annum rate equal to the floating rate payable by the Swap Provider
under
the Swap Agreement.
“Swap
Provider”: The Bank of New York.
“Swap
Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
an Event of Default under the Interest Rate Swap Agreement with respect
to which
the Swap Provider is a Defaulting Party (as defined in the Interest Rate
Swap
Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement
with
respect to which the Swap Provider is the sole Affected Party (as defined
in the
Interest Rate Swap Agreement) or (iii) an Additional Termination Event
under the
Interest Rate Swap Agreement with respect to which the Swap Provider is
the sole
Affected Party.
“Swap
Termination Payment”: The payment due to either party under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap
Agreement.
“Tax
Matters Person”: The tax matters person appointed pursuant to Section 9.01(e)
hereof.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the
REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
by
the Trustee on behalf of each REMIC, together with any and all other information
reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal,
state
or local tax laws.
“Termination
Price”: As defined in Section 10.01(a) hereof.
“Terminator”:
As defined in Section 10.01(a) hereof.
“Transaction
Addendum Fremont 2006-3”: The transaction addendum dated as of October 19, 2006,
by and between Greenwich Capital Markets, Inc. and the Credit Risk Manager,
and
acknowledged by the Trustee, relating to the transaction contemplated by
this
Agreement.
“Trigger
Event”: A Trigger Event is in effect with respect to any Distribution Date on
or
after the Stepdown Date if:
(a) (i)on
any
Distribution Date on which the Class A Certificates remain outstanding,
the
Delinquency Percentage exceeds 36.78% of the Credit Enhancement Percentage;
or
(b) the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Due Period (reduced by the aggregate amount of
Subsequent Recoveries received since the Cut-off Date through the last
day of
the related Due Period) divided by the sum of the aggregate Cut-off Date
Principal Balance of the Initial Mortgage Loans and the Original Pre-Funded
Amounts exceeds the applicable percentages set forth below with respect
to such
Distribution Date:
|
Distribution
Date Occurring In
|
Percentage
|
|
October
2008 through September 2009
|
1.55%
for the first month, plus an additional 1/12th
of
1.95%
for each month thereafter.
|
|
October
2009 through September 2010
|
3.50%
for the first month, plus an additional 1/12th
of
2.00%
for each month thereafter.
|
|
October
2010 through September 2011
|
5.50%
for the first month, plus an additional 1/12th
of
1.55%
for each month thereafter.
|
|
October
2011 through September 2012
|
7.05%
for the first month, plus an additional 1/12th
of
0.80%
for each month thereafter.
|
|
October
2012 and thereafter
|
7.85%.
|
“Trust”:
Fremont Home Loan Trust 2006-3, the trust created hereunder.
“Trust
Fund”: All of the assets of the Trust, which is the trust created hereunder
consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6, REMIC
7, the
Pre-Funding Accounts, the Interest Coverage Accounts, any Subsequent Mortgage
Loan Interest, the Basis Risk Cap Agreement, the Interest Rate Cap Contract,
distributions made to the Trustee by the Swap Provider under the Interest
Rate
Swap Agreement and the Swap Account, the Cap Allocation Agreement, the
Cap
Account, the right to receive any amounts from the Net WAC Rate Carryover
Reserve Account and any Servicer Prepayment Charge Payment Amounts.
“Trustee”:
Deutsche Bank National Trust Company, a national banking association, or
any
successor trustee appointed as herein provided.
“Trustee
Compensation”: The amount payable to the Trustee on each Distribution Date
pursuant to Section 8.05 as compensation for all services rendered by it
in the
execution of the trust hereby created and in the exercise and performance
of any
of the powers and duties of the Trustee hereunder.
“Uncertificated
Accrued Interest”: With respect to each REMIC Regular Interest on each
Distribution Date, an amount equal to one month’s interest at the related
Uncertificated REMIC Pass-Through Rate on the Uncertificated Principal
Balance
or Uncertificated Notional Amount, as applicable, of such REMIC Regular
Interest. In each case, Uncertificated Accrued Interest will be reduced
by any
Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls (allocated
to such REMIC Regular Interests as set forth in Section 1.03).
“Uncertificated
Notional Amount”: With respect to REMIC 3 Regular Interest LTIO and each
Distribution Date listed below, the aggregate Uncertificated Principal
Balance
of the REMIC 2 Regular Interests ending with the designation “A” listed
below:
|
Distribution
Date
|
REMIC
3 Regular Interests
|
|
1st
through 10th
|
I-1-A
through X-00-X
|
|
00
|
X-0-X
xxxxxxx X-00-X
|
|
00
|
X-0-X
through X-00-X
|
|
00
|
X-0-X
xxxxxxx X-00-X
|
|
00
|
X-0-X
through X-00-X
|
|
00
|
X-0-X
xxxxxxx X-00-X
|
|
00
|
X-0-X
through X-00-X
|
|
00
|
X-0-X
xxxxxxx X-00-X
|
|
00
|
X-0-X
through I-51-A
|
|
19
|
I-10-A
through I-51-A
|
|
20
|
I-11-A
through I-51-A
|
|
21
|
I-12-A
through I-51-A
|
|
22
|
I-13-A
through I-51-A
|
|
23
|
I-14-A
through I-51-A
|
|
24
|
I-15-A
through I-51-A
|
|
25
|
I-16-A
through I-51-A
|
|
26
|
I-17-A
through I-51-A
|
|
27
|
I-18-A
through I-51-A
|
|
28
|
I-19-A
through I-51-A
|
|
29
|
I-20-A
through I-51-A
|
|
30
|
I-21-A
through I-51-A
|
|
31
|
I-22-A
through I-51-A
|
|
32
|
I-23-A
through I-51-A
|
|
33
|
I-24-A
through I-51-A
|
|
34
|
I-25-A
through I-51-A
|
|
35
|
I-26-A
through I-51-A
|
|
36
|
I-27-A
through I-51-A
|
|
37
|
I-28-A
through I-51-A
|
|
38
|
I-29-A
through I-51-A
|
|
39
|
I-30-A
through I-51-A
|
|
40
|
I-31-A
through I-51-A
|
|
41
|
I-32-A
through I-51-A
|
|
42
|
I-33-A
through I-51-A
|
|
43
|
I-34-A
through I-51-A
|
|
44
|
I-35-A
through I-51-A
|
|
45
|
I-36-A
through I-51-A
|
|
46
|
I-37-A
through I-51-A
|
|
47
|
I-38-A
through I-51-A
|
|
48
|
I-39-A
through I-51-A
|
|
49
|
I-40-A
through I-51-A
|
|
50
|
I-41-A
through I-51-A
|
|
51
|
I-42-A
through I-51-A
|
|
52
|
I-43-A
through I-51-A
|
|
53
|
I-44-A
through I-51-A
|
|
54
|
I-45-A
through I-51-A
|
|
55
|
I-46-A
through I-51-A
|
|
56
|
I-47-A
through I-51-A
|
|
57
|
I-48-A
through I-51-A
|
|
58
|
I-49-A
through I-51-A
|
|
59
|
I-50-A
and I-51-A
|
|
60
|
I-51-A
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC 3 Regular Interest
LTIO.
“Uncertificated
Principal Balance”: With respect to each REMIC Regular Interest (other than
REMIC 3 Regular Interest LTIO and the Class IO Interest), the principal
amount
of such REMIC Regular Interest outstanding as of any date of determination.
As
of the Closing Date, the Uncertificated Principal Balance of each such
REMIC
Regular Interest shall equal the amount set forth in the Preliminary Statement
hereto as its initial Uncertificated Principal Balance. On each Distribution
Date, the Uncertificated Principal Balance of each such REMIC Regular Interest
shall be reduced by all distributions of principal made on such REMIC Regular
Interest on such Distribution Date pursuant to Section 4.09 and, if and
to the
extent necessary and appropriate, shall be further reduced on such Distribution
Date by Realized Losses as provided in Section 4.10. The Uncertificated
Principal Balance of REMIC 3 Regular Interest LTZZ shall be increased by
interest deferrals as provided in Section 4.09. With respect to the Class
C
Interest as of any date of determination, an amount equal to the excess,
if any,
of (A) the then aggregate Uncertificated Principal Balance of the REMIC
3
Regular Interests over (B) the then aggregate Certificate Principal Balance
of
the Class A Certificates, the Mezzanine Certificates and the Class P
Certificates then outstanding. The Uncertificated Principal Balance of
each
REMIC Regular Interest shall never be less than zero.
“Uncertificated
REMIC Pass-Through Rate”: The Uncertificated REMIC 1 Pass-Through Rate,
Uncertificated REMIC 2 Pass-Through Rate or Uncertificated REMIC 3 Pass-Through
Rate.
“Uncertificated
REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interest LT1 and
REMIC 1 Regular Interest LTP, and (i) the first four Distribution Dates,
the
weighted average of the Adjusted Net Mortgage Rates of the Initial Group
I
Mortgage Loans and (ii) thereafter, the weighted average of the Adjusted
Net
Mortgage Rates of the Group I Mortgage Loans. With respect to REMIC 1 Regular
Interest LT2, and (i) the first four Distribution Dates, the weighted average
of
the Adjusted Net Mortgage Rates of the Initial Group II Mortgage Loans
and (ii)
thereafter, the weighted average of the Adjusted Net Mortgage Rates of
the Group
II Mortgage Loans. With respect to REMIC 1 Regular Interest LT1PF and (i)
the
first four Distribution Dates, 0.00% and (ii) thereafter, the weighted
average
of the Adjusted Net Mortgage Rates of the Group I Mortgage Loans. With
respect
to REMIC 1 Regular Interest LT2PF and (i) the first four Distribution Dates,
0.00% and (ii) thereafter, the weighted average of the Adjusted Net Mortgage
Rates of the Group II Mortgage Loans.
“Uncertificated
REMIC 2 Pass-Through Rate”: With respect to REMIC 2 Regular Interest I and REMIC
2 Regular Interest P, a per annum rate equal to the weighted average of
the
Uncertificated REMIC 1 Pass-Through Rates on the REMIC 1 Regular Interests
(weighted on the basis of the Uncertificated Principal Balance of each
such
REMIC 1 Regular Interest). With respect to each REMIC 2 Regular Interest
ending
with the designation “A”, a per annum rate equal to the weighted average of the
Uncertificated REMIC 1 Pass-Through Rates on the REMIC 1 Regular Interests
(weighted on the basis of the Uncertificated Principal Balance of each
such
REMIC 1 Regular Interest) multiplied by 2, subject to a maximum rate of
10.200%.
With respect to each REMIC 2 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 Uncertificated REMIC 1 Pass-Through
Rates on the REMIC 1 Regular Interests (weighted on the basis of the
Uncertificated Principal Balance of each such REMIC 1 Regular Interest)
over
(ii) 10.400% and (y) 0.00%.
“Uncertificated
REMIC 3 Pass-Through Rate”: With respect to REMIC 3 Regular Interest LTAA, REMIC
3 Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular
Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3 Regular Interest
LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC
3
Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest
LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC
3
Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest
LTM10, REMIC 3 Regular Interest LTZZ and REMIC 3 Regular Interest LTP,
a
per
annum rate (but not less than zero) equal to the weighted average of (v)
with
respect to REMIC 2 Regular Interest I, the Uncertificated REMIC 2 Pass-Through
Rate for such REMIC 2 Regular Interest for each such Distribution Date,
(w) with
respect to REMIC 2 Regular Interests ending with the designation “B”, the
weighted average of the Uncertificated REMIC 2 Pass-Through Rates for such
REMIC
2 Regular Interests, weighted on the basis of the Uncertificated Principal
Balance of such REMIC 2 Regular Interests for each such Distribution Date
and
(x) with respect to REMIC 2 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 2 Regular Interest listed below, weighted
on
the basis of the Uncertificated Principal Balance of each such REMIC 2
Regular
Interest for each such Distribution Date:
|
Distribution
Date
|
REMIC
2 Regular Interest
|
Rate
|
|
1st
through 9th
|
I-1-A
through I-51-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
10
|
I-1-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
11
|
I-2-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
12
|
I-3-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
and I-2-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
13
|
I-4-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-3-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
14
|
I-5-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-4-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
15
|
I-6-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-5-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
16
|
I-7-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-6-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
17
|
I-8-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-7-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
18
|
I-9-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-8-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
19
|
I-10-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-9-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
20
|
I-11-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-10-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
21
|
I-12-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-11-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
22
|
I-13-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-12-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
23
|
I-14-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-13-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
24
|
I-15-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-14-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
25
|
I-16-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-15-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
26
|
I-17-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-16-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
27
|
I-18-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-17-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
28
|
I-19-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-18-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
29
|
I-20-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-19-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
30
|
I-21-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-20-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
31
|
I-22-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-21-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
32
|
I-23-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-22-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
33
|
I-24-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-23-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
34
|
I-25-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-24-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
35
|
I-26-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-25-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
36
|
I-27-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-26-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
37
|
I-28-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-27-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
38
|
I-29-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-28-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
39
|
I-30-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-29-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
40
|
I-31-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-30-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
41
|
I-32-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-31-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
42
|
I-33-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-32-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
43
|
I-34-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-33-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
44
|
I-35-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-34-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
45
|
I-36-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-35-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
46
|
I-37-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-36-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
47
|
I-38-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-37-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
48
|
I-39-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-38-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
49
|
I-40-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-39-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
50
|
I-41-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-40-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
51
|
I-42-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-41-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
52
|
I-43-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-42-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
53
|
I-44-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-43-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
54
|
I-45-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-44-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
55
|
I-46-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-45-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
56
|
I-47-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-46-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
57
|
I-48-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-47-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
58
|
I-49-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-48-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
59
|
I-50-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-49-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
60
|
I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 2 Pass-Through Rate
|
|
I-1-A
through I-50-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
|
|
thereafter
|
I-1-A
through I-51-A
|
Uncertificated
REMIC 2 Pass-Through Rate
|
With
respect to REMIC 3 Regular Interest LTIO and (a) the first nine Distribution
Date, the excess of (i) the weighted average of the Uncertificated REMIC
2
Pass-Through Rates for REMIC 2 Regular Interests ending with the designation
“A”
over (ii) the weighted average of the Uncertificated REMIC 2 Pass-Through
Rates
for REMIC 2 Regular Interests ending with the designation “A” and (b) the tenth
Distribution Date through the 60th Distribution Date, the excess of (i)
the
weighted average of the Uncertificated REMIC 2 Pass-Through Rates for REMIC
2
Regular Interests ending with the designation “A”, over (ii) 2 multiplied by
Swap LIBOR and (c) thereafter, 0.00%.
“Uninsured
Cause”: Any cause of damage to a Mortgaged Property such that the complete
restoration of such property is not fully reimbursable by the hazard insurance
policies required to be maintained pursuant to Section 3.14.
“United
States Person” or “U.S. Person”: A citizen or resident of the United States, a
corporation, partnership (or other entity treated as a corporation or
partnership for United States federal income tax purposes) created or organized
in, or under the laws of, the United States, any state thereof, or the
District
of Columbia (except in the case of a partnership, to the extent provided
in
Treasury Regulations) provided that, for purposes solely of the restrictions
on
the transfer of Residual Certificates, no partnership or other entity treated
as
a partnership for United States federal income tax purposes shall be treated
as
a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation
for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate the income
of
which from sources without the United States is includible in gross income
for
United States federal income tax purposes regardless of its connection
with the
conduct of a trade or business within the United States, or a trust if
a court
within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have
authority
to control all substantial decisions of the trust. The term “United States”
shall have the meaning set forth in Section 7701 of the Code or successor
provisions.
“Unpaid
Interest Shortfall Amount”: With respect to the Floating Rate Certificates and
(i) the first Distribution Date, zero, and (ii) any Distribution Date after
the
first Distribution Date, the amount, if any, by which (a) the sum of (1)
the
Monthly Interest Distributable Amount for such Class for the immediately
preceding Distribution Date and (2) the outstanding Unpaid Interest Shortfall
Amount, if any, for such Class for such preceding Distribution Date exceeds
(b)
the aggregate amount distributed on such Class in respect of interest pursuant
to clause (a) of this definition on such preceding Distribution Date, plus
interest on the amount of interest due but not paid on the Certificates
of such
Class on such preceding Distribution Date, to the extent permitted by law,
at
the Pass-Through Rate for such Class for the related Accrual
Period.
“Value”:
With respect to any Mortgaged Property, the lesser of (i) the value thereof
as
determined by an appraisal made for the originator of the Mortgage Loan
at the
time of origination of the Mortgage Loan by an appraiser who met the minimum
requirements of Xxxxxx Xxx and Xxxxxxx Mac and (ii) the purchase price
paid for
the related Mortgaged Property by the Mortgagor with the proceeds of the
Mortgage Loan.
“Voting
Rights”: The portion of the voting rights of all of the Certificates which is
allocated to any Certificate. At all times the Floating Rate Certificates
and
the Class C Certificates shall have 98% of the Voting Rights (allocated
among
the Holders of the Class A Certificates, Mezzanine Certificates and the
Class C
Certificates in proportion to the then outstanding Certificate Principal
Balances of their respective Certificates), the Class P Certificates shall
have
1% of the Voting Rights and the Residual Certificates shall have 1% of
the
Voting Rights. The Voting Rights allocated to any Class of Certificates
(other
than the Class P Certificates and the Residual Certificates) shall be allocated
among all Holders of each such Class in proportion to the outstanding
Certificate Principal Balance of such Certificates, and the Voting Rights
allocated to the Class P Certificates and the Residual Certificates shall
be
allocated among all Holders of each such Class in proportion to such Holders’
respective Percentage Interest; provided, however that when none of the
Regular
Certificates are outstanding, 100% of the Voting Rights shall be allocated
among
Holders of the Residual Certificates in accordance with such Holders’ respective
Percentage Interests in the Certificates of such Class.
| SECTION 1.02 |
Accounting.
|
Unless
otherwise specified herein, for the purpose of any definition or calculation,
whenever amounts are required to be netted, subtracted or added or any
distributions are taken into account such definition or calculation and
any
related definitions or calculations shall be determined without duplication
of
such functions.
| SECTION 1.03 |
Allocation
of Certain Interest Shortfalls.
|
For
purposes of calculating the amount of the Monthly Interest Distributable
Amount
for the Floating Rate Certificates and the Class C Certificates for any
Distribution Date, (1) the aggregate amount of any Net Prepayment Interest
Shortfalls and any Relief Act Interest Shortfalls incurred in respect of
the
Mortgage Loans for any Distribution Date shall be allocated first, among the
Class C Certificates on a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
Pass-Through Rate on the Notional Amount of each such Certificate and,
thereafter, among the Floating Rate Certificates on a
pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rate on the respective Certificate Principal Balance
of
each such Certificate and (2) the aggregate amount of any Realized Losses
and
Net WAC Rate Carryover Amounts shall be allocated among the Class C Certificates
on a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
Pass-Through Rate on the Notional Amount of each such Certificate.
For
purposes of calculating the amount of Uncertificated Accrued Interest for
the
REMIC 1 Regular Interests for any Distribution Date, the aggregate amount
of any
Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall
be
allocated (i) with respect to the Group I Mortgage Loans, to REMIC 1 Regular
Interest LT1 and REMIC 1 Regular Interest LT1PF, in each case to the extent
of
one month’s interest at the then applicable respective Uncertificated REMIC 1
Pass-Through Rate on the respective Uncertificated Principal Balance of
each
such Uncertificated REMIC 1 Interest; provided, however, with respect to
the
first Distribution Date, such amounts relating to the Initial Group I Mortgage
Loans shall be allocated to REMIC 1 Regular Interest LT1 and such amounts
relating to the Subsequent Group I Mortgage Loans shall be allocated to
REMIC 1
Regular Interest LT1PF and (ii) with respect to the Group II Mortgage Loans,
to
REMIC 1 Regular Interest LT2 and REMIC 1 Regular Interest LT2PF, in each
case to
the extent of one month’s interest at the then applicable respective
Uncertificated REMIC 1 Pass-Through Rate on the respective Uncertificated
Principal Balance of each such Uncertificated REMIC 1 Interest; provided,
however, with respect to the first Distribution Date, such amounts relating
to
the Initial Group II Mortgage Loans shall be allocated to REMIC 1 Regular
Interest LT2 and such amounts relating to the Subsequent Group II Mortgage
Loans
shall be allocated to REMIC 1 Regular Interest LT2PF.
For
purposes of calculating the amount of Uncertificated Accrued Interest for
the
REMIC 2 Regular Interests for any Distribution Date the aggregate amount
of any
Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans shall be allocated first, to
REMIC 2
Regular Interest I and to the REMIC 2 Regular Interests ending with the
designation “B”, pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 2 Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC 2 Regular Interest, and then, to
REMIC 2
Regular Interests ending with the designation “A”, pro rata based on, and to the
extent of, one month’s interest at the then applicable respective Uncertificated
REMIC 2 Pass-Through Rates on the respective Uncertificated Principal Balances
of each such REMIC 2 Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for
the
REMIC 3 Regular Interests for any Distribution Date, the aggregate amount
of any
Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall
be
allocated among REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest
LTIA1,
REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC
3
Regular Interest LTIIA3, REMIC
3
Regular Interest LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular
Interest
LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC
3
Regular Interest LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest
LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC
3
Regular Interest LTM10 and REMIC 3 Regular Interest LTZZ pro
rata based
on,
and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 3 Pass-Through Rate on the respective Uncertificated
Principal Balance of each such REMIC 3 Regular Interest.
| SECTION 1.04 |
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) so long as (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 in trust to the Trustee
without
recourse for the benefit of the Certificateholders all the right, title
and
interest of the Depositor, including any security interest therein for
the
benefit of the Depositor, in and to (i) each Mortgage Loan identified on
the
Mortgage Loan Schedule, including the related Cut-off Date Principal Balance,
all interest accruing thereon on and after the Cut-off Date and all collections
in respect of interest and principal due after the Cut-off Date; (ii) property
which secured each such Mortgage Loan and which has been acquired by foreclosure
or deed in lieu of foreclosure; (iii) its interest in any insurance policies
in
respect of the Mortgage Loans; (iv) the rights of the Depositor under the
Master
Agreement (as assigned to the Depositor pursuant to the terms of the Assignment
Agreement), (v) the right to receive any amounts payable under the Basis
Risk
Cap Agreement; (vi) payments made to the Trustee by the Swap Provider under
the
Interst Rate Swap Agreement, (vii) payments made to the Cap Trustee by
the
Interest Rate Cap Provider and the Cap Account,, (viii) all other assets
included or to be included in the Trust Fund and (ix) all proceeds of any
of the
foregoing. Such assignment includes all interest and principal due and
collected
by the Depositor or the Servicer after the Cut-off Date with respect to
the
Mortgage Loans.
In
connection with such transfer and assignment, the Depositor, does hereby
deliver
to, and deposit with the Custodian on behalf of the Trustee, the following
documents or instruments with respect to each Initial Mortgage Loan so
transferred and assigned, and in accordance with Section 2.08, deliver
or caused
to be delivered to the Trustee with respect to each Subsequent Mortgage
Loan,
the following documents or instruments (with respect to each Mortgage Loan,
a
“Mortgage File”):
(i) the
original Mortgage Note, endorsed either (A) in blank or (B) in the following
form: “Pay to the order of Deutsche Bank National Trust Company, as Trustee,
without recourse” or with respect to any lost Mortgage Note, an original Lost
Note Affidavit stating that the original mortgage note was lost, misplaced
or
destroyed, together with a copy of the related mortgage note; provided,
however,
that such substitutions of Lost Note Affidavits for original Mortgage Notes
may
occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal
Balance of which is less than or equal to 1.00% of the Pool Balance as
of the
Cut-off Date;
(ii) the
original Mortgage (noting the presence of the MIN of the Mortgage Loan
and
language indicating that the Mortgage Loan is a MOM Loan if the Mortgage
Loan is
a MOM Loan), with evidence of recording thereon, and the original recorded
power
of attorney, if the Mortgage was executed pursuant to a power of attorney,
with
evidence of recording thereon or, if such Mortgage or power of attorney
has been
submitted for recording but has not been returned from the applicable public
recording office, has been lost or is not otherwise available, a copy of
such
Mortgage or power of attorney, as the case may be, certified to be a true
and
complete copy of the original submitted for recording;
(iii) unless
the Mortgage Loan is a MERS® loan, an original Assignment, in form and substance
acceptable for recording. The Mortgage shall be assigned either (A) in
blank or
(B) to “Deutsche Bank National Trust Company, as Trustee, without
recourse”;
(iv) an
original of any intervening assignment of Mortgage showing a complete chain
of
assignments (or to MERS if the Mortgage Loan is a MERS loan;
(v) the
original or a copy of lender’s title insurance policy; and
(vi) the
original or copies of each assumption, modification, written assurance
or
substitution agreement, if any.
The
Depositor herewith also delivers to the Trustee an executed copy of each
Assignment Agreement and each Master Agreement.
The
Trustee agrees to execute and deliver (or cause the Custodian to execute
and
deliver) and to the Depositor on or prior to the Closing Date an acknowledgment
of receipt of the original Mortgage Note (with any exceptions noted),
substantially in the form attached as Exhibit F-3 hereto.
If
any of
the documents referred to in Section 2.01(ii), (iii) or (iv) above has
as of the
Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage
Loans) been submitted for recording but either (x) has not been returned
from
the applicable public recording office or (y) has been lost or such public
recording office has retained the original of such document, the obligations
of
the Depositor to deliver such documents shall be deemed to be satisfied
upon (1)
delivery to the Custodian on behalf of the Trustee no later than the Closing
Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage
Loans),
of a copy of each such document certified by the Originator in the case
of (x)
above or the applicable public recording office in the case of (y) above
to be a
true and complete copy of the original that was submitted for recording
and (2)
if such copy is certified by the Originator, delivery to the Custodian
on behalf
of the Trustee, promptly upon receipt thereof of either the original or
a copy
of such document certified by the applicable public recording office to
be a
true and complete copy of the original. If the original lender’s title insurance
policy, or a certified copy thereof, was not delivered pursuant to Section
2.01(v) above, the Depositor shall deliver or cause to be delivered to
the
Custodian on behalf of the Trustee, the original or a copy of a written
commitment or interim binder or preliminary report of title issued by the
title
insurance or escrow company, with the original or a certified copy thereof
to be
delivered to the Custodian on behalf of the Trustee, promptly upon receipt
thereof. The Servicer or the Depositor shall deliver or cause to be delivered
to
the Custodian on behalf of the Trustee promptly upon receipt thereof any
other
documents constituting a part of a Mortgage File received with respect
to any
Mortgage Loan, including, but not limited to, any original documents evidencing
an assumption or modification of any Mortgage Loan.
Upon
discovery or receipt of notice of any materially defective document in,
or that
a document is missing from, a Mortgage File, the Trustee (or the Custodian
on
behalf of the Trustee) shall notify the Servicer and the Servicer shall
enforce
the obligations of the Originator under the Master Agreement to cure such
defect
or deliver such missing document to the Trustee or the Custodian within
90 days.
If the Originator does not cure such defect or deliver such missing document
within such time period, the Servicer shall use commercially reasonable
efforts
to attempt to enforce the obligations of the Originator to either repurchase
or
substitute for such Mortgage Loan in accordance with Section 2.03; provided,
however, that the Servicer shall not be under any obligation to take any
action
pursuant to this paragraph unless directed by the Depositor and provided,
further, the Depositor hereby agrees to assist the Servicer in enforcing
any
obligations of the Originator to repurchase or substitute for a Mortgage
Loan
which has breached a representation or warranty under the Assignment Agreement.
In connection with the foregoing, it is understood that the Custodian on
behalf
of the Trustee shall have no duty to discover any such defects except in
the
course of performing its review of the Mortgage Files to the extent set
forth
herein.
Except
with respect to any Mortgage Loan for which MERS is identified on the Mortgage,
the Trustee shall enforce the obligations of the Originator under the Master
Agreement to cause the Assignments which were delivered in blank to be
completed
and to record all Assignments referred to in Section 2.01(iii) hereof and,
to
the extent necessary, in Section 2.01(iv) hereof. The Trustee shall enforce
the
obligations of the Originator under the Master Agreement to deliver such
assignments for recording within 180 days of the Closing Date. In the event
that
any such Assignment is lost or returned unrecorded because of a defect
therein,
the Trustee shall enforce the obligations of the Originator under the Assignment
Agreement to promptly have a substitute Assignment prepared or have such
defect
cured, as the case may be, and thereafter cause each such Assignment to
be duly
recorded.
Notwithstanding
the foregoing, for administrative convenience and facilitation of servicing
and
to reduce closing costs, the Assignments of Mortgage shall not be required
to be
submitted for recording (except with respect to any Mortgage Loan located
in
Maryland) unless the Trustee (or the Custodian on behalf of the Trustee)
and the
Depositor receive notice that such failure to record would result in a
withdrawal or a downgrading by any Rating Agency of the rating on any Class
of
Certificates; provided, however, each Assignment, except with respect to
any
Mortgage Loan for which MERS is identified on the Mortgage, shall be submitted
for recording in the manner described above, at no expense to the Trust
Fund or
Trustee, upon the earliest to occur of: (i) reasonable direction by the
Holders
of Certificates entitled to at least 25% of the Voting Rights, (ii) the
occurrence of a Servicer Event of Termination, (iii) the occurrence of
a
bankruptcy, insolvency or foreclosure relating to the Originator, (iv)
the
occurrence of a servicing transfer as described in Section 7.02 hereof,
(v) upon
receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency
or foreclosure relating to the Mortgagor under the related Mortgage, (vi)
upon
receipt of notice from the Servicer, any Mortgage Loan that is 90 days
or more
Delinquent and such recordation would be necessary to facilitate conversion
of
the Mortgaged Property in accordance with Section 3.16 and (vii) reasonable
direction by the NIMS Insurer. In the event of (i) through (vii) set forth
in
the immediately preceding sentence, the Trustee shall enforce the obligations
of
the Originator to deliver such Assignments for recording as provided above,
promptly and in any event within 30 days following receipt of notice by
the
Originator. Notwithstanding the foregoing, if the Originator fails to pay
the
cost of recording the Assignments, such expense will be paid by the Trustee
(if
it reasonably believes it will be reimbursed) and the Trustee shall be
reimbursed for such expenses by the Trust.
The
Servicer shall forward to the Custodian original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan
entered into in accordance with this Agreement within two weeks of their
execution; provided, however, that the Servicer shall provide the Custodian
with
a certified true copy of any such document submitted for recordation within
two
weeks of its execution, and shall provide the original of any document
submitted
for recordation or a copy of such document certified by the appropriate
public
recording office to be a true and complete copy of the original within
365 days
of its submission for recordation. In the event that the Servicer cannot
provide
a copy of such document certified by the public recording office within
such 365
day period, the Servicer shall deliver to the Custodian, within such 365
day
period, an Officers’ Certificate of the Servicer which shall (A) identify the
recorded document, (B) state that the recorded document has not been delivered
to the Custodian due solely to a delay caused by the public recording office,
(C) state the amount of time generally required by the applicable recording
office to record and return a document submitted for recordation, if known
and
(D) specify the date the applicable recorded document is expected to be
delivered to the Custodian, and, upon receipt of a copy of such document
certified by the public recording office, the Servicer shall immediately
deliver
such document to the Custodian. In the event the appropriate public recording
office will not certify as to the accuracy of such document, the Servicer
shall
deliver a copy of such document certified by an officer of the Servicer
to be a
true and complete copy of the original to the Custodian.
The
parties hereto understand and agree that it is not intended that any Mortgage
Loan be included in the Trust that is a high-cost home loan as defined
by the
Homeownership and Equity Protection Act of 1994 or any other applicable
predatory or abusive lending laws.
The
Depositor hereby directs the Trustee to execute, deliver and perform its
obligations under the Basis Risk Cap Agreement, the Interest Rate Swap
Agreement
(in its capacity as Supplemental Interest Trust Trustee) and the Interest
Rate
Cap Contract (in its capacity as Cap Trustee). The Depositor, the Servicer
and
the Holders of the Floating Rate Certificates by their acceptance of such
Certificates acknowledge and agree that the Trustee shall execute, deliver
and
perform its obligations under the Basis Risk Cap Agreement, the Interest
Rate
Swap Agreement and the Interest Rate Cap Contract and shall do so solely
in its
capacity as Trustee, Supplemental Interest Trust Trustee, or Cap Trustee,
as the
case may be, and not in its individual capacity. Every provision of this
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustee shall apply to the Trustee’s execution of the Basis
Risk Cap Agreement, the Interest Rate Swap Agreement and the Interest Rate
Cap
Contract, and the performance of its duties and satisfaction of its obligations
thereunder.
SECTION
2.02 Acceptance
by Trustee.
Subject
to the provisions of Section 2.01 and subject to the review described below
and
any exceptions noted on the exception report described in the next paragraph
below, the Trustee acknowledges receipt by it or the Custodian on its behalf
of
the documents referred to in Section 2.01 above and all other assets included
in
the definition of “Trust Fund” and declares that it (or the Custodian on its
behalf) holds and will hold such documents and the other documents delivered
to
it constituting a Mortgage File, and that it holds or will hold all such
assets
and such other assets included in the definition of “Trust Fund” in trust for
the exclusive use and benefit of all present and future
Certificateholders.
The
Trustee agrees that it or a Custodian on its behalf shall, for the benefit
of
the Certificateholders, review, or that it or a Custodian on its behalf
has
reviewed pursuant to Section 2.01 each Mortgage File on or prior to the
Closing
Date, with respect to each Initial Mortgage Loan (or, with respect to any
document delivered after the Startup Day, within 45 days of receipt and
with
respect to any Qualified Substitute Mortgage Loan, within 45 days after
the
assignment thereof). The Trustee further agrees that it or a Custodian
on its
behalf shall, for the benefit of the Certificateholders, certify to the
Depositor and the Servicer (with a copy to the NIMS Insurer) in substantially
the form attached hereto as Exhibit F-1, within 45 days after the Closing
Date,
with respect to each Initial Mortgage Loan, or on or prior to the Subsequent
Transfer Date, with respect to each Subsequent Mortgage Loan (or, with
respect
to any document delivered after the Startup Day, within 45 days of receipt
and
with respect to any Qualified Substitute Mortgage, within 45 days after
the
assignment thereof) that, as to each Mortgage Loan listed in the respective
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any
Mortgage Loan specifically identified in the exception report annexed thereto
as
not being covered by such certification), (i) all documents required to
be
delivered to it (or a Custodian on its behalf) pursuant to Section 2.01
of this
Agreement are in its possession, (ii) such documents have been reviewed
by it
(or a Custodian on its behalf) and have not been mutilated, damaged or
torn and
appear on their face to relate to such Mortgage Loan and (iii) based on
its
examination and only as to the foregoing, the information set forth in
the
Mortgage Loan Schedule that corresponds to items (1) and (3) of the Mortgage
Loan Schedule accurately reflects information set forth in the Mortgage
File. It
is herein acknowledged that, in conducting such review, the Trustee (or
the
Custodian, as applicable) is under no duty or obligation to inspect, review
or
examine any such documents, instruments, certificates or other papers to
determine that they are genuine, legally enforceable, valid or binding
or
appropriate for the represented purpose or that they have actually been
recorded
or that they are other than what they purport to be on their face.
Prior
to
the first anniversary date of this Agreement the Trustee (or the Custodian
on
its behalf) shall deliver to the Depositor and the Servicer, with a copy
to the
NIMS Insurer a final certification in the form annexed hereto as Exhibit
F-2,
with any applicable exceptions noted thereon.
If
in the
process of reviewing the Mortgage Files and making or preparing, as the case may
be, the certifications referred to above, the Trustee (or the Custodian,
as
applicable) finds any document or documents constituting a part of a Mortgage
File to be missing or not to conform with respect to any characteristics
which
are within the scope of the Trustee’s (or the Custodian’s, as applicable) review
as provided herein, at the conclusion of its review, the Trustee shall
so notify
the Originator, the Seller, the Depositor, the NIMS Insurer and the Servicer.
In
addition, upon the discovery by the Depositor, the NIMS Insurer or the
Servicer
(or upon receipt by the Trustee of written notification of such breach)
of a
breach of any of the representations and warranties made by the Originator
in
the Master Agreement or the Seller in the Assignment 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 NIMS Insurer
and
the other parties to this Agreement.
The
Depositor and the Trustee intend that the assignment and transfer herein
contemplated constitute a sale of the Mortgage Loans, the related Mortgage
Notes
and the related documents, conveying good title thereto free and clear
of any
liens and encumbrances, from the Depositor to the Trustee in trust for
the
benefit of the Certificateholders and that such property not be part of
the
Depositor’s estate or property of the Depositor in the event of any insolvency
by the Depositor. In the event that such conveyance is deemed to be, or
to be
made as security for, a loan, the parties intend that the Depositor shall
be
deemed to have granted and does hereby grant to the Trustee a first priority
perfected security interest in all of the Depositor’s right, title and interest
in and to the Mortgage Loans, the related Mortgage Notes and the related
documents, and that this Agreement shall constitute a security agreement
under
applicable law.
The
Trustee is hereby authorized and directed by the Depositor to execute and
deliver the Transaction Addendum Fremont 2006-3 to the Master Consulting
Agreement with the Credit Risk Manager.
SECTION
2.03 Repurchase
or Substitution of Mortgage Loans by the Originator or the Seller.
(a) Upon
discovery or receipt of written notice of any materially defective document
in,
or that a document is missing from, a Mortgage File or of the breach by
the
Originator or the Seller of any representation, warranty or covenant under
the
Master Agreement or the Assignment Agreement, as applicable, in respect
of any
Mortgage Loan which materially adversely affects the value of such Mortgage
Loan
or the interest therein of the Certificateholders, the Trustee (or the
Custodian
on its behalf) shall promptly notify the NIMS Insurer and the Servicer
of such
defect, missing document or breach and the Servicer shall request that
the
Originator deliver such missing document or that the Originator or the
Seller
cure such defect or breach within 90 days from the date the Originator
or the
Seller was notified of such missing document, defect or breach, and if
the
Originator or the Seller does not deliver such missing document or cure
such
defect or breach in all material respects during such period, the Servicer
shall
use commercially reasonable efforts to attempt to enforce the Originator’s
obligation under the Master Agreement or the Seller’s obligation under the
Assignment Agreement and notify the Originator or the Seller, as applicable,
of
its obligation to repurchase such Mortgage Loan from the Trust Fund at
the
Purchase Price on or prior to the Determination Date following the expiration
of
such 90 day period (subject to Section 2.03(e)); provided, however, that
the
Servicer shall not be under any obligation to take any action pursuant
to this
paragraph unless directed by the Depositor and provided, further, the Depositor
hereby agrees to assist the Servicer in enforcing any obligations of the
Originator to repurchase or substitute for a Mortgage Loan which has breached
a
representation or warranty under the Master Agreement or the Seller’s obligation
under the Assignment Agreement and notify the Originator or the Seller,
as
applicable,. of its obligation to repurchase such Mortgage Loan from the
Trust
Fund at the Purchase Price on or prior to the Determination Date following
the
expiration of such 90 day period (subject to Section 2.03(e)). The Purchase
Price for the repurchased Mortgage Loan shall be remitted to the Servicer
for
deposit in the Collection Account, and the Trustee (or the Custodian on
behalf
of the Trustee), upon receipt of written certification from the Servicer
of such
deposit, shall release to the Originator or the Seller, as applicable,
the
related Mortgage File and shall execute and deliver such instruments of
transfer
or assignment, in each case without recourse, as the Originator or the
Seller,
as applicable, shall furnish to it and as shall be necessary to vest in
the
Originator or the Seller, as applicable, any Mortgage Loan released pursuant
hereto and the Trustee shall have no further responsibility with regard
to such
Mortgage File (it being understood that neither the Trustee nor the Custodian
shall have any responsibility for determining the sufficiency of such assignment
for its intended purpose). In lieu of repurchasing any such Mortgage Loan
as
provided above, the Originator or the Seller, as applicable, may cause
such
Mortgage Loan to be removed from the Trust Fund (in which case it shall
become a
Deleted Mortgage Loan) and substitute one or more Qualified Substitute
Mortgage
Loans in the manner and subject to the limitations set forth in Section
2.03(d);
provided, however, the Originator or the Seller, as applicable,may not
substitute for any Mortgage Loan which breaches a representation or warranty
regarding abusive or predatory lending laws. In furtherance of the foregoing,
if
the Originator or the Seller, as applicable, is not a member of MERS and
repurchases a Mortgage Loan which is registered on the MERS® System, the
Originator or the Seller, as applicable, at its own expense and without
any
right of reimbursement, shall cause MERS to execute and deliver an assignment
of
the Mortgage in recordable form to transfer the Mortgage from MERS to the
Originator or the Seller, as applicable, and shall cause such Mortgage
to be
removed from registration on the MERS® System in accordance with MERS’ rules and
regulations. It is understood and agreed that the obligation of the Originator
or the Seller, as applicable, to cure or to repurchase (or to substitute
for)
any Mortgage Loan as to which a document is missing, a material defect
in a
constituent document exists or as to which such a breach has occurred and
is
continuing shall constitute the sole remedy against the Originator or the
Seller, as applicable, respecting such omission, defect or breach available
to
the Trustee on behalf of the Certificateholders.
(b) Within
90
days of the earlier of discovery by the Depositor or receipt of notice
by the
Depositor of the breach of any representation, warranty or covenant of
the
Depositor set forth in Section 2.06, which materially and adversely affects
the
interests of the Certificateholders in any Mortgage Loan, the Depositor
shall
cure such breach in all material respects.
(c) Within
90
days of the earlier of discovery by the Servicer or receipt of notice by
the
Servicer of the breach of any representation, warranty or covenant of the
Servicer set forth in Section 2.05 which materially and adversely affects
the
interests of the Certificateholders in any Mortgage Loan, the Servicer
shall
cure such breach in all material respects.
(d) Any
substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage
Loans
made pursuant to Section 2.03(a) must be effected prior to the last Business
Day
that is within two years after the Closing Date. As to any Deleted Mortgage
Loan
for which the Originator or the Seller, as applicable, substitutes a Qualified
Substitute Mortgage Loan or Loans, such substitution shall be effected
by the
Originator or the Seller, as applicable, delivering to the Trustee (or
the
Custodian on behalf of the Trustee), for such Qualified Substitute Mortgage
Loan
or Loans, the Mortgage Note, the Mortgage and the Assignment to the Trustee
in
blank, and such other documents and agreements, with all necessary endorsements
thereon, as are required by Section 2.01, together with an Officers’ Certificate
providing that each such Qualified Substitute Mortgage Loan satisfies the
definition thereof and specifying the Substitution Adjustment (as described
below), if any, in connection with such substitution. The Trustee (or the
Custodian on behalf of the Trustee) shall acknowledge receipt for such
Qualified
Substitute Mortgage Loan or Loans and, within 45 days thereafter, shall
review
such documents as specified in Section 2.02 and deliver, with respect to
such
Qualified Substitute Mortgage Loan or Loans, a certification substantially
in
the form attached hereto as Exhibit F-1 (with a copy to the NIMS Insurer),
with
any applicable exceptions noted thereon. Within one year of the date of
substitution, the Trustee (or the Custodian on behalf of the Trustee) shall
deliver to the Servicer a certification substantially in the form of Exhibit
F-2
hereto (with a copy to the NIMS Insurer) with respect to such Qualified
Substitute Mortgage Loan or Loans, with any applicable exceptions noted
thereon.
Monthly Payments due with respect to Qualified Substitute Mortgage Loans
in the
month of substitution are not part of the Trust Fund and will be retained
by the
Originator or the Seller, as applicable,. For the month of substitution,
distributions to Certificateholders will reflect the collections and recoveries
in respect of such Deleted Mortgage Loan in the Due Period preceding the
month
of substitution and the Originator or the Seller, as applicable, 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 NIMS Insurer and the Trustee, who shall forward such
notice to the Certificateholders, that such substitution has taken place,
shall
amend the Mortgage Loan Schedule to reflect the removal of such Deleted
Mortgage
Loan from the terms of this Agreement and the substitution of the Qualified
Substitute Mortgage Loan or Loans and shall deliver a copy of such amended
Mortgage Loan Schedule to the NIMS Insurer and the Trustee. Upon such
substitution by the Originator or the Seller, as applicable, such Qualified
Substitute Mortgage Loan or Loans shall constitute part of the Mortgage
Pool and
shall be subject in all respects to the terms of this Agreement and the
Assignment Agreement, including all applicable representations and warranties
thereof included in the Assignment Agreement as of the date of
substitution.
For
any
month in which the Originator or the Seller, as applicable, substitutes
one or
more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage
Loans,
the Servicer will determine the amount (the “Substitution Adjustment”), if any,
by which the aggregate Purchase Price of all such Deleted Mortgage Loans
exceeds
the aggregate, as to each such Qualified Substitute Mortgage Loan, of the
Stated
Principal Balance thereof as of the date of substitution, together with
one
month’s interest on such Stated Principal Balance at the applicable Mortgage
Rate. On the date of such substitution, the Originator or the Seller, as
applicable, will deliver or cause to be delivered to the Servicer for deposit
in
the Collection Account an amount equal to the Substitution Adjustment,
if any,
and the Trustee (or the Custodian on behalf of the Trustee), upon receipt
of the
related Qualified Substitute Mortgage Loan or Loans and certification by
the
Servicer of such deposit, shall release to the Originator or the Seller,
as
applicable, the related Mortgage File or Files and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse,
as
the Originator or the Seller, as applicable, shall deliver to it and as
shall be
necessary to vest therein any Deleted Mortgage Loan released pursuant
hereto.
In
addition, pursuant to the terms of the Assignment Agreement, the Originator
or
the Seller, as applicable, 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 will not cause (a) any federal tax to be imposed on the Trust
Fund,
including without limitation, any federal tax imposed on “prohibited
transactions” under Section 860F(a)(I) of the Code or on “contributions after
the startup date” under Section 860G(d)(I) of the Code or (b) any REMIC to fail
to qualify as a REMIC at any time that any Certificate is outstanding.
If such
Opinion of Counsel can not be delivered, then such substitution may only
be
effected at such time as the required Opinion of Counsel can be
given.
(e) Upon
discovery by the Depositor, the Servicer, the NIMS Insurer or the Trustee
that
any Mortgage Loan does not constitute a “qualified mortgage” within the meaning
of Section 860G(a)(3) of the Code, the party discovering such fact shall
within
two Business Days give written notice thereof to the other parties hereto.
In
connection therewith, the Originator or the Depositor, as the case may
be, shall
repurchase or, subject to the limitations set forth in Section 2.03(d),
substitute one or more Qualified Substitute Mortgage Loans for the affected
Mortgage Loan within 90 days of the earlier of discovery or receipt of
such
notice with respect to such affected Mortgage Loan. Such repurchase or
substitution shall be made (i) by the Originator if the affected Mortgage
Loan’s
status as a non-qualified mortgage is or results from a breach of any
representation, warranty or covenant made by the Originator under the Assignment
Agreement or (ii) the Depositor, if the affected Mortgage Loan’s status as a
non-qualified mortgage is a breach of any representation or warranty of
the
Depositor set forth in Section 2.06, or if its status as a non-qualified
mortgage is a breach of no representation or warranty. Any such repurchase
or
substitution shall be made in the same manner as set forth in Section 2.03(a)
or
2.03(d), if made by the Originator, or Section 2.03(b), if made by the
Depositor. The Trustee (or the Custodian on behalf of the Trustee) shall
reconvey to the Depositor or the Originator, as the case may be, the Mortgage
Loan to be released pursuant hereto in the same manner, and on the same
terms
and conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty.
(f) Upon
discovery or receipt of written notice of a breach by the Seller of any
representation, warranty or covenant made by the Seller under the Assignment
Agreement in respect of any Mortgage Loan which materially adversely affects
the
value of such Mortgage Loan or the interest therein of the Certificateholders,
and if either (i) such Mortgage Loan is not in breach of any representation,
warranty or covenant of the Originator or (ii) the Originator has failed
to
remedy such representation, warranty or covenant with respect to such Mortgage
Loan, then the Trustee shall enforce the obligation of the Seller to remedy
such
breach, to the extent provided in the Assignment Agreement, in the manner
and
within the time periods set forth in the Assignment Agreement.
SECTION
2.04 Intentionally
Omitted.
SECTION
2.05 Representations,
Warranties and Covenants of the Servicer.
The
Servicer hereby represents, warrants and covenants to the Trustee, for
the
benefit of each of the Trustee and the Certificateholders, and to the Depositor,
that as of the Closing Date or as of such date specifically provided
herein:
(1) The
Servicer is a national banking association duly formed, validly existing
and in
good standing under the laws of the United States of America and is duly
authorized and qualified to transact any and all business contemplated
by this
Agreement to be conducted by the Servicer in any state in which a Mortgaged
Property is located or is otherwise not required under applicable law to
effect
such qualification and, in any event, is in compliance with the doing business
laws of any such State, to the extent necessary to ensure its ability to
enforce
each Mortgage Loan and to service the Mortgage Loans in accordance with
the
terms of this Agreement;
(2) The
Servicer has the full power and authority to conduct its business as presently
conducted by it and to execute, deliver and perform, and to enter into
and
consummate, all transactions contemplated by this Agreement. The Servicer
has
duly authorized the execution, delivery and performance of this Agreement,
has
duly executed and delivered this Agreement, and this Agreement, assuming
due
authorization, execution and delivery by the Depositor and the Trustee,
constitutes a legal, valid and binding obligation of the Servicer, enforceable
against it in accordance with its terms except as the enforceability thereof
may
be limited by bankruptcy, insolvency, reorganization or similar laws affecting
the enforcement of creditors’ rights generally and by general principles of
equity;
(3) The
execution and delivery of this Agreement by the Servicer, the servicing
of the
Mortgage Loans by the Servicer hereunder, the consummation by the Servicer
of
any other of the transactions herein contemplated, and the fulfillment
of or
compliance with the terms hereof are in the ordinary course of business
of the
Servicer and will not (A) result in a breach of any term or provision of
the
charter of by-laws of the Servicer or (B) conflict with, result in a breach,
violation or acceleration of, or result in a default under, the terms of
any
other material agreement or instrument to which the Servicer is a party
or by
which it may be bound, or any statute, order or regulation applicable to
the
Servicer of any court, regulatory body, administrative agency or governmental
body having jurisdiction over the Servicer; and the Servicer is not a party
to,
bound by, or in breach or violation of any indenture or other agreement
or
instrument, or subject to or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental body
having
jurisdiction over it, which materially and adversely affects or, to the
Servicer’s knowledge, would in the future materially and adversely affect, (x)
the ability of the Servicer to perform its obligations under this Agreement,
(y)
the business, operations, financial condition, properties or assets of
the
Servicer taken as a whole or (z) the legality, validity or enforceability
of
this Agreement;
(4) The
Servicer is a HUD approved mortgagee pursuant to Section 203 and Section
211 of
the National Housing Act. No event has occurred, including but not limited
to a
change in insurance coverage, that would make the Servicer unable to comply
with
HUD eligibility requirements or that would require notification to
HUD;
(5) The
Servicer does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant made by it and contained in this
Agreement;
(6) No
litigation is pending against the Servicer that would materially and adversely
affect the execution, delivery or enforceability of this Agreement or the
ability of the Servicer to service the Mortgage Loans or to perform any
of its
other obligations hereunder in accordance with the terms hereof;
(7) There
are
no actions or proceedings against, or investigations known to it of, the
Servicer before any court, administrative or other tribunal (A) that might
prohibit its entering into this Agreement, (B) seeking to prevent the
consummation of the transactions contemplated by this Agreement or (C)
that
might prohibit or materially and adversely affect the performance by the
Servicer of its obligations under, or the validity or enforceability of,
this
Agreement;
(8) No
consent, approval, authorization or order of any court or governmental
agency or
body is required for the execution, delivery and performance by the Servicer
of,
or compliance by the Servicer with, this Agreement or the consummation
by it of
the transactions contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been obtained prior
to
the Closing Date; and
(9) Neither
this Agreement nor any information, certificate of an officer, statement
furnished in writing or report delivered to the Trustee by the Servicer
in
connection with the transactions contemplated hereby contains or will contain
any untrue statement of a material fact.
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 the Custodian on behalf of the Trustee) 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 Servicer or the Trustee
of a
breach of any of the foregoing representations, warranties and covenants
which
materially and adversely affects the value of any Mortgage Loan, Prepayment
Charge or the interests therein of the Certificateholders, the party discovering
such breach shall give prompt written notice (but in no event later than
two
Business Days following such discovery) to the Servicer, the NIMS Insurer
and
the Trustee. The foregoing shall not, however, limit any remedies available
to
the Certificateholders, the Depositor or the Trustee on behalf of the
Certificateholders, pursuant to the Master Agreement respecting a breach
of the
representations, warranties and covenants of the Originator.
SECTION
2.06 Representations
and Warranties of the Depositor.
The
Depositor represents and warrants to the Trust, the Servicer and the Trustee
on
behalf of the Certificateholders as follows:
(i) This
agreement constitutes a legal, valid and binding obligation of the Depositor,
enforceable against the Depositor in accordance with its terms, except
as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors’ rights in general and except as such
enforceability may be limited by general principles of equity (whether
considered in a proceeding at law or in equity);
(ii) Immediately
prior to the sale and assignment by the Depositor to the Trustee on behalf
of
the Trust of each Mortgage Loan, the Depositor had good and marketable
title to
each Mortgage Loan (insofar as such title was conveyed to it by the Seller)
subject to no prior lien, claim, participation interest, mortgage, security
interest, pledge, charge or other encumbrance or other interest of any
nature;
(iii) As
of the
Closing Date, the Depositor has transferred all right, title and interest
in the
Mortgage Loans to the Trustee on behalf of the Trust;
(iv) The
Depositor has not transferred the Mortgage Loans to the Trustee on behalf
of the
Trust with any intent to hinder, delay or defraud any of its
creditors;
(v) The
Depositor has been duly incorporated and is validly existing as a corporation
in
good standing under the laws of Delaware, with full corporate power and
authority to own its assets and conduct its business as presently being
conducted;
(vi) The
Depositor is not in violation of its articles of incorporation or by-laws
or in
default in the performance or observance of any material obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the Depositor is a
party or
by which it or its properties may be bound, which default might result
in any
material adverse changes in the financial condition, earnings, affairs
or
business of the Depositor or which might materially and adversely affect
the
properties or assets, taken as a whole, of the Depositor;
(vii) The
execution, delivery and performance of this Agreement by the Depositor,
and the
consummation of the transactions contemplated thereby, do not and will
not
result in a material breach or violation of any of the terms or provisions
of,
or, to the knowledge of the Depositor, constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Depositor is a party or by which the Depositor
is bound
or to which any of the property or assets of the Depositor is subject,
nor will
such actions result in any violation of the provisions of the articles
of
incorporation or by-laws of the Depositor or, to the best of the Depositor’s
knowledge without independent investigation, any statute or any order,
rule or
regulation of any court or governmental agency or body having jurisdiction
over
the Depositor or any of its properties or assets (except for such conflicts,
breaches, violations and defaults as would not have a material adverse
effect on
the ability of the Depositor to perform its obligations under this
Agreement);
(viii) To
the
best of the Depositor’s knowledge without any independent investigation, no
consent, approval, authorization, order, registration or qualification
of or
with any court or governmental agency or body of the United States or any
other
jurisdiction is required for the issuance of the Certificates, or the
consummation by the Depositor of the other transactions contemplated by
this
Agreement, except such consents, approvals, authorizations, registrations
or
qualifications as (a) may be required under State securities or Blue Sky
laws,
(b) have been previously obtained or (c) the failure of which to obtain
would
not have a material adverse effect on the performance by the Depositor
of its
obligations under, or the validity or enforceability of, this
Agreement;
(ix) There
are
no actions, proceedings or investigations pending before or, to the Depositor’s
knowledge, threatened by any court, administrative agency or other tribunal
to
which the Depositor is a party or of which any of its properties is the
subject:
(a) which if determined adversely to the Depositor would have a material
adverse
effect on the business, results of operations or financial condition of
the
Depositor; (b) asserting the invalidity of this Agreement or the Certificates;
(c) seeking to prevent the issuance of the Certificates or the consummation
by
the Depositor of any of the transactions contemplated by this Agreement,
as the
case may be; or (d) which might materially and adversely affect the performance
by the Depositor of its obligations under, or the validity or enforceability
of,
this Agreement; and
(x) The
beneficial owner of the payments made under the Interest Rate Swap Agreement,
the Interest Rate Cap Agreement or the Basis Risk Cap Agreement is either
(i) a
“U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United
States Treasury Regulations) for United States federal income tax purposes
and
an “Exempt recipient” within the meaning of section 1.6049-4(c)(1)(ii) of United
States Treasury Regulations, or (ii) a “non-U.S. branch of a foreign person” as
that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury
Regulations (the “Regulations”) for United States federal income tax purposes,
and it is a “foreign person” as that term is used in section 1.6041-4(a)(4) of
the Regulations for United States federal income tax purposes. The Depositor
understands that both the Trust and the Trustee are relying on this information
in connection with the execution of the Interest Rate Swap Agreement, the
Interest Rate Cap Agreement and the Basis Risk Cap Agreement.
SECTION
2.07 Issuance
of Certificates.
The
Trustee (or the Custodian on behalf of the Trustee) acknowledges the assignment
to it of the Mortgage Loans and the delivery to it (or the Custodian on
behalf
of the Trustee) of the Mortgage Files, subject to any exceptions noted
by the
Custodian in its exception report delivered pursuant to Section 2.02, together
with the assignment to it of all other assets included in the Trust Fund,
receipt of which is hereby acknowledged. Concurrently with such assignment
and
delivery and in exchange therefor, the Trustee, pursuant to the written
request
of the Depositor executed by an officer of the Depositor, has executed,
authenticated and delivered to or upon the order of the Depositor, the
Certificates in authorized denominations. The interests evidenced by the
Certificates constitute the entire beneficial ownership interest in the
Trust
Fund.
SECTION
2.08 Conveyance
of 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 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) all
interest accruing thereon on and after the Subsequent Cut-off Date and
all
collections in respect of interest and principal due after the 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 received and interest accruing
on
the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date.
The
transfer to the Trustee for deposit in the Mortgage Pool by the Depositor
of the
Subsequent Mortgage Loans identified on the Mortgage Loan Schedule shall
be
absolute and is intended by the Depositor, the 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 Custodian (on behalf
of
the Trustee) 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
related 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 to the Trustee for deposit in the Mortgage Pool
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 Rating Agencies with
a timely
Addition Notice and shall have provided any information reasonably requested
by
the Trustee with respect to the Subsequent Mortgage Loans;
(ii) the
Depositor shall have delivered to the Trustee a duly executed Subsequent
Transfer Instrument, which shall include a Mortgage Loan Schedule listing
the
Subsequent Mortgage Loans, and the Seller shall have delivered a computer
file
acceptable to the Trustee containing such Mortgage Loan Schedule to the
Trustee
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 X, the Depositor
shall
not 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 a Subsequent Transfer Instrument
confirming the satisfaction of the conditions precedent specified in this
Section 2.08 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; and
(viii) the
Depositor shall have delivered to the Trustee an Opinion of Counsel addressed
to
the Trustee 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
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 the immediately preceding paragraph and the accuracy of the following
representations and warranties with respect to each such Subsequent Mortgage
Loan determined as of the applicable Subsequent Cut-off Date: (i) such
Subsequent Mortgage Loan may not be 30 or more days delinquent as of the
last
day of the month preceding the Subsequent Cut-off Date; (ii) the original
term
to stated maturity of such Subsequent Mortgage Loan will not be less than
120
months and will not exceed 360 months; (iii) the Subsequent Mortgage Loan
may
not provide for negative amortization; (iv) such Subsequent Mortgage Loan
will
not have a loan-to-value ratio greater than 100.00%; (v) such Subsequent
Mortgage Loans will have, as of the Subsequent Cut-off Date, a weighted
average
term since origination not in excess of 3 months; (vi) such Subsequent
Mortgage
Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage Rate that is
not less
than 5.800% per annum or greater than 14.150% per annum; (vii) such Subsequent
Mortgage Loan must have a first payment date occurring on or before January
1,
2007 and will include 30 days’ interest thereon; (viii) if the Subsequent
Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent Mortgage
Loan
will have a Gross Margin not less than 2.750% per annum; (ix) if the Subsequent
Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent Mortgage
Loan
will have a Maximum Mortgage Rate not less than 11.250% per annum; (x)
if the
Subsequent Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Subsequent
Mortgage Loan will have a Minimum Mortgage Rate not less than 5.250% per
annum
and (xi) such Subsequent Mortgage Loan shall have been underwritten in
accordance with the criteria set forth under “The Originator—Underwriting
Standards” in the Prospectus Supplement.
(d) Following
the purchase of any Subsequent Group I Mortgage Loan by the Trust, the
Group I
Mortgage Loans (including such Subsequent Group I Mortgage Loans) will
(subject
to a variance of +/- 5%): (i) have a weighted average original term to
stated
maturity of not more than 360 months; (ii) have a weighted average Mortgage
Rate
of not less than 8.620% per annum and not more than 8.720% per annum; (iii)
have
a weighted average Loan-to-Value Ratio of not more than 82.00%; (iv) have
no
Mortgage Loan with a Stated Principal Balance at origination which does
not
conform to Xxxxxx Xxx and Xxxxxxx Mac loan limits; (v) will consist of
Mortgage
Loans with Prepayment Charges representing no less than 54.00% by aggregate
Stated Principal Balance of the Group I Mortgage Loans; (vi) have a weighted
average FICO score of not less than 605 and (vii) have no more than 21.00%
of
Fixed-Rate Mortgage Loans by aggregate Stated Principal Balance of the
Group I
Mortgage Loans. In addition, the Adjustable-Rate Group I Mortgage Loans
will
have a weighted average Gross Margin not less than 6.000% per annum. For
purposes of the calculations described in this paragraph, percentages of
the
Group I Mortgage Loans will be based on the Stated Principal Balance of
the
Initial Group I Mortgage Loans as of the Cut-off Date and the Stated Principal
Balance of the Subsequent Group I Mortgage Loans as of the related Subsequent
Cut-off Date.
Following
the purchase of any Subsequent Group II Mortgage Loan by the Trust, the
Group II
Mortgage Loans (including such Subsequent Group II Mortgage Loans) will
(subject
to a variance of +/- 5%): (i) have a weighted average original term to
stated
maturity of not more than 360 months; (ii) have a weighted average Mortgage
Rate
of not less than 8.470% per annum and not more than 8.570% per annum; (iii)
have
a weighted average Loan-to-Value Ratio of not more than 85.00%; (iv) have
no
Mortgage Loan with a principal balance in excess of $1,300,000; (v) will
consist
of Mortgage Loans with Prepayment Charges representing no less than 57.50%
by
aggregate Stated Principal Balance of the Group II Mortgage Loans; (vi)
have a
weighted average FICO score of not less than 635 and (vii) have no more
than
22.00% of Fixed-Rate Mortgage Loans by aggregate Stated Principal Balance
of the
Group II Mortgage Loans. In addition, the Adjustable-Rate Group II Mortgage
Loans will have a weighted average Gross Margin not less than 5.900% per
annum.
For purposes of the calculations described in this paragraph, percentages
of the
Group II Mortgage Loans will be based on the Stated Principal Balance of
the
Initial Group II Mortgage Loans as of the Cut-off Date and the Stated Principal
Balance of the Subsequent Group II Mortgage Loans as of the related Subsequent
Cut-off Date.
Notwithstanding
the foregoing, any Subsequent Mortgage Loan may be rejected by any Rating
Agency
if the inclusion of any such Subsequent Mortgage Loan would adversely affect
the
ratings of any Class of Certificates. At least one Business Day prior to
the
Subsequent Transfer Date, each Rating Agency shall notify the Trustee as
to
which Subsequent Mortgage Loans, if any, shall not be included in the transfer
on the Subsequent Transfer Date; provided, however, that the Seller shall
have
delivered to each Rating Agency at least three Business Days prior to such
Subsequent Transfer Date a computer file acceptable to each Rating Agency
describing the characteristics specified in paragraphs (c) and (d)
above.
SECTION
2.09 Acceptance
of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6 and REMIC 7 by
the
Trustee; Conveyance of REMIC Regular Interests; Issuance of
Certificates.
(a) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee
without
recourse all the right, title and interest of the Depositor in and to the
assets
described in the definition of REMIC 1 for the benefit of the holders of
the
REMIC 1 Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-1 Interest). The Trustee acknowledges
receipt of the assets described in the definition of REMIC 1 and declares
that
it holds and will hold the same in trust for the exclusive use and benefit
of
the holders of the REMIC 1 Regular Interests and the Class R Certificates
(in
respect of the Class R-1 Interest). The interests evidenced by the Class
R-1
Interest, together with the REMIC 1 Regular Interests, constitute the entire
beneficial ownership interest in REMIC 1.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee
without
recourse all the right, title and interest of the Depositor in and to the
REMIC
1 Regular Interests for the benefit of the holders of the REMIC 2 Regular
Interests (which are uncertificated) and the Class R Certificates (in respect
of
the Class R-2 Interest). The Trustee acknowledges receipt of the REMIC
1 Regular
Interests and declares that it holds and will hold the same in trust for
the
exclusive use and benefit of the holders of the REMIC 2 Regular Interests
and
the Class R Certificates (in respect of the Class R-2 Interest). The interests
evidenced by the Class R-2 Interest, together with the REMIC 2 Regular
Interests, constitute the entire beneficial ownership interest in REMIC
2.
(c) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee
without
recourse all the right, title and interest of the Depositor in and to the
REMIC
2 Regular Interests for the benefit of the holders of the REMIC 3 Regular
Interests and the Class R Certificates (in respect of the Class R-3 Interest).
The Trustee acknowledges receipt of the REMIC 2 Regular Interests and declares
that it holds and will hold the same in trust for the exclusive use and
benefit
of the holders of the REMIC 3 Regular Interests and the Class R Certificates
(in
respect of the Class R-3 Interest). The interests evidenced by the Class
R-3
Interest, together with the REMIC 3 Regular Interests, constitute the entire
beneficial ownership interest in REMIC 3.
(d) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee
without
recourse all the right, title and interest of the Depositor in and to the
REMIC
3 Regular Interests for the benefit of the holders of the Class A Certificates,
Mezzanine Certificates, the Class C Interest, the Class P Interest, the
Class IO
Interest and the Class R Certificates (in respect of the Class R-4 Interest).
The Trustee acknowledges receipt of the REMIC 3 Regular Interests and declares
that it holds and will hold the same in trust for the exclusive use and
benefit
of the holders of the Class A Certificates, Mezzanine Certificates, the
Class C
Interest, the Class P Interest, the Class IO Interest and the Class R
Certificates (in respect of the Class R-4 Interest). The interests evidenced
by
the Class R-4 Interest, together with the Class A Certificates, Mezzanine
Certificates, the Class C Interest, the Class P Interest and the Class
IO
Interest, constitute the entire beneficial ownership interest in REMIC
4.
(e) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee
without
recourse all the right, title and interest of the Depositor in and to the
Class
C Interest (which is uncertificated) for the benefit of the Holders of
the Class
C Certificates and the Class R-X Certificates (in respect of the Class
R-5
Interest). The interests evidenced by the Class R-5 Interest, together
with the
Class C Certificates, constitute the entire beneficial ownership interest
in
REMIC 5.
(f) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee
without
recourse all the right, title and interest of the Depositor in and to the
Class
P Interest (which is uncertificated) for the benefit of the Holders of
the Class
P Certificates and the Class R-X Certificates (in respect of the Class
R-6
Interest). The interests evidenced by the Class R-6 Interest, together
with the
Class P Certificates, constitute the entire beneficial ownership interest
in
REMIC 6.
(g) The
Depositor concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee
without
recourse all the right, title and interest of the Depositor in and to the
Class
IO Interest (which is uncertificated) for the benefit of the Holders of
the
REMIC 7 Regular Interest SWAP IO and the Class R-X Certificates (in respect
of
the Class R-7 Interest). The interests evidenced by the Class R-7 Interest,
together with the REMIC 7 Regular Interest SWAP IO, constitute the entire
beneficial ownership interest in REMIC 7.
(h) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC 1 and the
acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02
and
subsection (a) hereof, (ii) the assignment and delivery to the Trustee
of REMIC
2 (including the Residual Interest therein represented by the Class R-2
Interest) and the acceptance by the Trustee thereof, pursuant to subsection
(b)
hereof, (iii) the assignment and delivery to the Trustee of REMIC 3 (including
the Residual Interest therein represented by the Class R-3 Interest) and
the
acceptance by the Trustee thereof, pursuant to subsection (c) hereof, (iv)
the
assignment and delivery to the Trustee of REMIC 4 (including the Residual
Interest therein represented by the Class R-4 Interest) and the acceptance
by
the Trustee thereof, pursuant to subsection (d) hereof, (v) the assignment
and
delivery to the Trustee of REMIC 5 (including the Residual Interest therein
represented by the Class R-5 Interest) and the acceptance by the Trustee
thereof, pursuant to subsection (e) hereof, (vi) the assignment and delivery
to
the Trustee of REMIC 6 (including the Residual Interest therein represented
by
the Class R-6 Interest) and the acceptance by the Trustee thereof, pursuant
to
subsection (f) hereof, and (vii) the assignment and delivery to the Trustee
of
REMIC 7 (including the Residual Interest therein represented by the Class
R-7
Interest) and the acceptance by the Trustee thereof, pursuant to subsection
(g)
hereof, the Trustee, pursuant to the written request of the Depositor executed
by an officer of the Depositor, has executed, authenticated and delivered
to or
upon the order of the Depositor, (A) the Class R Certificates in authorized
denominations evidencing the Class R-1 Interest, the Class R-3 Interest,
the
Class R-3 Interest and the Class R-4 Interest and (B) the Class R-X Certificates
in authorized denominations evidencing the Class R-5 Interest, the Class
R-6
Interest and the Class R-7 Interest.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
SECTION
3.01 Servicer
to Act as Servicer.
Fremont
Investment & Loan shall service and administer the Mortgage Loans from the
Cut-off Date through and including December 31, 2006 (with respect to the
Mortgage Loans set forth on Schedule III) and January 31, 2007 (with respect
to
the Mortgage Loans set forth on Schedule III) in accordance with the Master
Agreement. Xxxxx Fargo shall service and administer the Mortgage Loans,
beginning on January 1, 2007 (with respect to the Mortgage Loans set forth
on
Schedule III) and February 1, 2007 (with respect to the Mortgage Loans
set forth
on Schedule III), on behalf of the Trust Fund and in the best interests
of and
for the benefit of the Certificateholders (as determined by the Servicer
in its
reasonable judgment) in accordance with the terms of this Agreement and
the
respective Mortgage Loans and, to the extent consistent with such terms,
in the
same manner in which it services and administers similar mortgage loans
for
similar investors, 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 Servicer, any Sub-Servicer or any Affiliate of the
Servicer or any Sub-Servicer may have with the related Mortgagor;
(ii) the
ownership or non-ownership of any Certificate by the Servicer or any Affiliate
of the Servicer;
(iii) the
Servicer’s obligation to make Advances or Servicing Advances; or
(iv) the
Servicer’s or any Sub-Servicer’s right to receive compensation for its services
hereunder or with respect to any particular transaction.
To
the
extent consistent with the foregoing, the Servicer (a) shall seek to maximize
the timely and complete recovery of principal and interest on the Mortgage
Notes
and (b) 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 such waiver relates to a default or
a
reasonably foreseeable default and would, in the reasonable judgment of
the
Servicer, maximize recovery of total proceeds taking into account the value
of
such Prepayment Charge and the related Mortgage Loan, (ii) the collection
of
such Prepayment Charge would be in violation of applicable laws, (iii)
the
amount of the Prepayment Charge set forth on the Prepayment Charge Schedule
is
not consistent with the related Mortgage Note or is otherwise unenforceable,
(iv) the collection of such Prepayment Charge would be considered “predatory”
pursuant to written guidance published or issued by any applicable federal,
state or local regulatory authority acting in its official capacity and
having
jurisdiction over such matters or (v) the Mortgage Loan has been accelerated
or
paid off in connection with the workout or borrower default, notwithstanding
that the terms of such Mortgage Loan or state or federal loaw might permit
the
imposition of a Prepayment Charge. If a Prepayment Charge is waived as
permitted
by meeting the standard described in clauses (ii), (iii) or (iv) above,
then the
Trustee (upon receipt of written notice from the Servicer that such waiver
has
occurred) shall enforce the obligation of the Originator to pay the amount
of
such waived Prepayment Charge to the Trustee for deposit in the Distribution
Account for the benefit of the Holders of the Class P Certificates. If
a
Prepayment Charge is waived other than in accordance with (i), (ii), (iii),
(iv)
or (v) above, the Servicer shall pay the amount of such waived Prepayment
Charge
to the Trustee for deposit in the Distribution Account for the benefit
of the
Holders of the Class P Certificates. The Servicer shall not have an obligation
to pay the amount of any uncollected Prepayment Charge if the failure to
collect
such amount is the direct result of inaccurate or incomplete information
furnished to the Servicer by the Originator or a prior servicer, in which
case
the Trustee (upon receipt of written notice from the Servicer that such
waiver
has occurred) shall enforce the obligation of the Originator to pay the
amount
of such waived Prepayment Charge to the Trustee for deposit in the Distribution
Account for the benefit of the Holders of the Class P Certificates.
To
the
extent consistent with the foregoing, the Servicer shall also seek to maximize
the timely and complete recovery of principal and interest on the Mortgage
Notes. Subject only to the above-described servicing standards and the
terms of
this Agreement and of the respective Mortgage Loans, the Servicer shall
have
full power and authority, acting alone or through Sub-Servicers as provided
in
Section 3.02, to do or cause to be done any and all things in connection
with
such servicing and administration which it may deem necessary or desirable.
Without limiting the generality of the foregoing, the Servicer in its own
name
or in the name of a Sub-Servicer is hereby authorized and empowered by
the
Trustee when the Servicer believes it appropriate in its best judgment
in
accordance with the servicing standards set forth above, to execute and
deliver,
on behalf of the Certificateholders and the Trustee, and upon notice to
the
Trustee, any and all instruments of satisfaction or cancellation, or of
partial
or full release or discharge, and all other comparable instruments, with
respect
to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
ownership of such properties, and to hold or cause to be held title to
such
properties, on behalf of the Trustee and Certificateholders. The Servicer
shall
service and administer the Mortgage Loans in accordance with applicable
state
and federal law and shall provide to the Mortgagors any reports required
to be
provided to them thereby. The Servicer shall also comply in the performance
of
this Agreement with all reasonable rules and requirements of any standard
hazard
insurance policy. Subject to Section 3.17, the Trustee shall execute, at
the
written request of the Servicer, and furnish to the Servicer and any
Sub-Servicer such documents as are necessary or appropriate to enable the
Servicer or any Sub-Servicer to carry out their servicing and administrative
duties hereunder, and the Trustee hereby grants to the Servicer a power
of
attorney to carry out such duties. The Trustee shall not be liable for
the
actions of the Servicer or any Sub-Servicers under such powers of
attorney.
In
accordance with the standards of the preceding paragraph, the Servicer
shall
advance or cause to be advanced funds as necessary for the purpose of effecting
the timely payment of taxes and assessments on the Mortgaged Properties,
which
advances shall be Servicing Advances reimbursable in the first instance
from
related collections from the Mortgagors pursuant to Section 3.09, and further
as
provided in Section 3.11. Any cost incurred by the Servicer or by Sub-Servicers
in effecting the timely payment of taxes and assessments on a Mortgaged
Property
shall not, for the purpose of calculating distributions to Certificateholders,
be added to the unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit provided,
however, that (subject to Section 3.07) the Servicer may capitalize the
amount
of any Servicing Advances incurred pursuant to this Section 3.01 in connection
with the modification of a Mortgage Loan.
The
Servicer further is authorized and empowered by the Trustee, on behalf
of the
Certificateholders and the Trustee, in its own name or in the name of the
Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be,
believes it is appropriate in its best judgment to register any Mortgage
Loan on
the MERS System, or cause the removal from the registration of any Mortgage
Loan
on the MERS System, to execute and deliver, on behalf of the Trustee and
the
Certificateholders or any of them, any and all instruments of assignment
and
other comparable instruments with respect to such assignment or re-recording
of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any reasonable expenses (i) incurred as a result
of MERS
discontinuing or becoming unable to continue operations in connection with
the
MERS System or (ii) if the affected Mortgage Loan is in default or, in
the
judgment of the Servicer, such default is reasonably foreseeable, incurred
in
connection with the actions described in the preceding sentence, shall
be
subject to withdrawal by the Servicer from the Collection Account.
Notwithstanding
anything in this Agreement to the contrary, the Servicer may not make any
future
advances (other than Servicing Advances) with respect to a Mortgage Loan
(except
as provided in Section 4.04) and the Servicer shall not (i) permit any
modification with respect to any Mortgage Loan (except with respect to
a
Mortgage Loan that is in default or, in the judgment of the Servicer, such
default is reasonably foreseeable) that would change the Mortgage Rate,
reduce
or increase the principal balance (except for reductions resulting from
actual
payments of principal) or change the final maturity date on such Mortgage
Loan
or (ii) permit any modification, waiver or amendment of any term of any
Mortgage
Loan that would both (A) effect an exchange or reissuance of such Mortgage
Loan
under Section 1001 of the Code (or final, temporary or proposed Treasury
Regulations promulgated thereunder) and (B) cause any REMIC to fail to
qualify
as a REMIC under the Code or the imposition of any tax on “prohibited
transactions” or “contributions after the startup date” under the REMIC
Provisions.
Notwithstanding
anything in this Agreement to the contrary and notwithstanding its ability
to do
so pursuant to the terms of the related mortgage note, the Servicer shall
not be
required to enforce any provision in any mortgage note the enforcement
of which
would violate federal, state or local laws or ordinances designed to discourage
predatory lending practices.
The
Servicer may delegate its responsibilities under this Agreement; provided,
however, that no such delegation shall release the Servicer from the
responsibilities or liabilities arising under this Agreement.
SECTION
3.02 Sub-Servicing
Agreements Between Servicer and Sub-Servicers; Subcontractors.
(a) The
Servicer may enter into Sub-Servicing Agreements (provided that such agreements
would not result in a withdrawal or a downgrading by the Rating Agencies
of the
rating on any Class of Certificates) with Sub-Servicers, for the servicing
and
administration of the Mortgage Loans; provided, however, that each such
sub-servicing arrangement and the terms of the related Sub-Servicing Agreement
must provide for the servicing of Mortgage Loans in a manner consistent
with the
servicing arrangement contemplated hereunder.
(b) Each
Sub-Servicer shall be (i) authorized to transact business in the state
or states
in which the related Mortgaged Properties it is to service are situated,
if and
to the extent required by applicable law to enable the Sub-Servicer to
perform
its obligations hereunder and under the Sub-Servicing Agreement and (ii)
a
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 3.08, 3.20 or 3.21 and provide for servicing
of
the Mortgage Loans consistent with the terms of this Agreement. The Servicer
will examine each Sub-Servicing Agreement and will be familiar with the
terms
thereof. The terms of any Sub-Servicing Agreement will not be inconsistent
with
any of the provisions of this Agreement. The Servicer and the Sub-Servicers
may
enter into and make amendments to the Sub-Servicing Agreements or enter
into
different forms of Sub-Servicing Agreements; provided, however, that any
such
amendments or different forms shall be consistent with and not violate
the
provisions of this Agreement, and that no such amendment or different form
shall
be made or entered into which could be reasonably expected to be materially
adverse to the interests of the Certificateholders, without the consent
of the
Holders of Certificates entitled to at least 66% of the Voting Rights.
Any
variation without the consent of the Holders of Certificates entitled to
at
least 66% of the Voting Rights from the provisions set forth in Section
3.08
(relating to insurance or priority requirements of Sub-Servicing Accounts,
or
credits and charges to the Sub- Servicing Accounts or the timing and amount
of
remittances by the Sub-Servicers to the Servicer), Section 3.20 or Section
3.21,
are conclusively deemed to be inconsistent with this Agreement and therefore
prohibited. The Servicer shall deliver to the Trustee copies of all
Sub-Servicing Agreements and any amendments or modifications thereof, promptly
upon the Servicer’s execution and delivery of such instruments.
(c) As
part
of its servicing activities hereunder, the Servicer (except as otherwise
provided in the last sentence of this paragraph), for the benefit of the
Trustee
and the Certificateholders, shall enforce the obligations of each Sub-Servicer
under the related Sub-Servicing Agreement, including, without limitation,
any
obligation of a Sub-Servicer to make advances in respect of delinquent
payments
as required by a Sub-Servicing Agreement. Such enforcement, including,
without
limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements, and the pursuit of other appropriate remedies, shall be in
such form
and carried out to such an extent and at such time as the Servicer, in
its good
faith business judgment, would require were it the owner of the related
Mortgage
Loans. The Servicer shall pay the costs of such enforcement at its own
expense,
and shall be reimbursed therefor only (i) from a general recovery resulting
from
such enforcement, to the extent, if any, that such recovery exceeds all
amounts
due in respect of the related Mortgage Loans, or (ii) from a specific recovery
of costs, expenses or attorneys’ fees against the party against whom such
enforcement is directed.
(d) It
shall
not be necessary for the Servicer to seek the consent of the Depositor
or the
Trustee to the utilization of any Subcontractor. The Servicer shall promptly,
upon request, provide to the Depositor and the Trustee a written description
(in
form and substance satisfactory to the the Depositor and the Trustee) of
the
role and function of each Subcontractor utilized by the Servicer or any
Sub-Servicer, specifying (i) the identity of each such Subcontractor, (ii)
which
(if any) of such Subcontractors are “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB and (iii) which elements
of the
Relevant Servicing Criteria will be addressed in assessments of compliance
provided by each Subcontractor identified pursuant to (e) below.
(e) As
a
condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, the Servicer shall cause any such Subcontractor used by
the
Servicer (or by any Sub-Servicer) for the benefit of the Depositor and
the
Trustee to comply with the provisions of Sections 3.21 of this Agreement
to the
same extent as if such Subcontractor were the Servicer. The Servicer shall
be
responsible for obtaining from each Subcontractor and delivering to the
the
Depositor and the Trustee any assessment of compliance and attestation
required
to be delivered by such Subcontractor under Section 3.21, in each case
as and
when required to be delivered.
SECTION
3.03 Successor
Sub-Servicers.
The
Servicer shall be entitled to terminate any Sub-Servicing Agreement and
the
rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
Agreement in accordance with the terms and conditions of such Sub-Servicing
Agreement. In the event of termination of any Sub-Servicer, all servicing
obligations of such Sub-Servicer shall be assumed simultaneously by the
Servicer
without any act or deed on the part of such Sub-Servicer or the Servicer,
and
the Servicer either shall service directly the related Mortgage Loans or
shall
enter into a Sub-Servicing Agreement with a successor Sub-Servicer which
qualifies under Section 3.02.
Any
Sub-Servicing Agreement shall include the provision that such agreement
may be
immediately terminated by the Trustee (if the Trustee is acting as successor
Servicer) without fee, in accordance with the terms of this Agreement,
in the
event that the Servicer, shall, for any reason, no longer be the Servicer
(including termination due to a Servicer Event of Termination).
SECTION
3.04 Liability
of the Servicer.
Notwithstanding
any Sub-Servicing Agreement, any of the provisions of this Agreement relating
to
agreements or arrangements between the Servicer and a Sub-Servicer or reference
to actions taken through a Sub-Servicer or otherwise, the Servicer shall
remain
obligated and primarily liable to the Trustee and the Certificateholders
for the
servicing and administering of the Mortgage Loans in accordance with the
provisions of Section 3.01 without diminution of such obligation or liability
by
virtue of such Sub-Servicing Agreements or arrangements or by virtue of
indemnification from the Sub-Servicer and to the same extent and under
the same
terms and conditions as if the Servicer alone were servicing and administering
the Mortgage Loans. The Servicer shall be entitled to enter into any agreement
with a Sub- Servicer for indemnification of the Servicer by such Sub-Servicer
and nothing contained in this Agreement shall be deemed to limit or modify
such
indemnification.
SECTION
3.05 No
Contractual Relationship Between Sub-Servicers and the Trustee or
Certificateholders.
Any
Sub-Servicing Agreement that may be entered into and any transactions or
services relating to the Mortgage Loans involving a Sub-Servicer in its
capacity
as such shall be deemed to be between the Sub-Servicer and the Servicer
alone,
and the Trustee and the Certificateholders shall not be deemed parties
thereto
and shall have no claims, rights, obligations, duties or liabilities with
respect to the Sub-Servicer except as set forth in Section 3.06. The Servicer
shall be solely liable for all fees owed by it to any Sub-Servicer, irrespective
of whether the Servicer’s compensation pursuant to this Agreement is sufficient
to pay such fees.
SECTION
3.06 Assumption
or Termination of Sub-Servicing Agreements.
In
the
event the Servicer shall for any reason no longer be the Servicer (including
by
reason of the occurrence of a Servicer Event of Termination), the Trustee
(or
the successor servicer appointed pursuant to Section 7.02) shall thereupon
assume all of the rights and obligations of the Servicer under each
Sub-Servicing Agreement that the Servicer may have entered into, unless
the
Trustee elects to terminate any Sub-Servicing Agreement in accordance with
its
terms as provided in Section 3.03. Upon such assumption, the Trustee (or
the
successor servicer appointed pursuant to Section 7.02 shall be deemed,
subject
to Section 3.03, to have assumed all of the Servicer’s interest therein and to
have replaced the Servicer as a party to each Sub-Servicing Agreement to
the
same extent as if each Sub-Servicing Agreement had been assigned to the
assuming
party, except that (i) the Servicer shall not thereby be relieved of any
liability or obligations under any Sub-Servicing Agreement and (ii) none
of the
Trustee, its designee or any successor Servicer shall be deemed to have
assumed
any liability or obligation of the Servicer that arose before it ceased
to be
the Servicer.
The
Servicer at its expense shall, upon request of the 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
3.07 Collection
of Certain Mortgage Loan Payments.
The
Servicer shall make reasonable efforts to collect all payments called for
under
the terms and provisions of the Mortgage Loans, and shall, to the extent
such
procedures shall be consistent with this Agreement and the terms and provisions
of any applicable insurance policies, follow such collection procedures
as it
would follow with respect to mortgage loans comparable to the Mortgage
Loans and
held for its own account. Consistent with the foregoing and the servicing
standards set forth in Section 3.01, the Servicer may in its discretion
(i)
waive any late payment charge or, if applicable, penalty interest or (ii)
extend
the due dates for Monthly Payments due on a Mortgage Note for a period
of not
greater than 180 days; provided that any extension pursuant to clause (ii)
above
shall not affect the amortization schedule of any Mortgage Loan for purposes
of
any computation hereunder, except as provided below. In the event of any
such
arrangement pursuant to clause (ii) above, the Servicer shall make timely
advances on such Mortgage Loan during such extension pursuant to Section
4.03
and in accordance with the amortization schedule of such Mortgage Loan
without
modification thereof by reason of such arrangements. Notwithstanding the
foregoing, in the event that any Mortgage Loan is in default or, in the
judgment
of the Servicer, such default is reasonably foreseeable, the Servicer,
consistent with the standards set forth in Section 3.01, may waive, modify
or
vary any term of such Mortgage Loan (including, but not limited to,
modifications that change the Mortgage Rate, forgive the payment of principal
or
interest or extend the final maturity date of such Mortgage Loan), accept
payment from the related Mortgagor of an amount less than the Stated Principal
Balance in final satisfaction of such Mortgage Loan (such payment, a “Short
Pay-off”) or consent to the postponement of strict compliance with any such term
or otherwise grant indulgence to any Mortgagor if in the Servicer’s
determination such waiver, modification, postponement or indulgence is
not
materially adverse to the interests of the Certificateholders (taking into
account any estimated Realized Loss that might result absent such action);
provided, however, the Servicer shall not modify any Mortgage Loan in a
manner
that would capitalize the amount of any unpaid Monthly Payments or tax
or
insurance payments advanced by the Servicer on the Mortgagor’s behalf unless the
related Mortgagor shall have remitted an amount equal to a full Monthly
Payment
(or, in the case of any Mortgage Loan subject to a forbearance plan or
bankruptcy plan, a full modified monthly payment under such plan) in each
of the
three calendar months immediately preceding the month of such
modification.
SECTION
3.08 Sub-Servicing
Accounts.
In
those
cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
Sub-Servicing Agreement, the Sub-Servicer will be required to establish
and
maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
Sub-Servicing Account shall be an Eligible Account and shall comply with
all
requirements of this Agreement relating to the Collection Account. The
Sub-Servicer shall deposit in the Sub-Servicing Account, in no event more
than
two Business Days after the Sub-Servicer’s receipt thereof, all proceeds of
Mortgage Loans received by the Sub-Servicer less its servicing compensation
to
the extent permitted by the Sub-Servicing Agreement. The Sub-Servicer shall
thereafter remit such proceeds to the Servicer for deposit in the Collection
Account not later than two Business Days after the deposit of such amounts
in
the Sub-Servicing Account. For purposes of this Agreement, the Servicer
shall be
deemed to have received payments on the Mortgage Loans when the Sub-Servicer
receives such payments.
SECTION
3.09 Collection
of Taxes, Assessments and Similar Items; Servicing Accounts.
To
the
extent the terms of a Mortgage provide for Escrow Payments, the Servicer
shall
establish and maintain one or more accounts (the “Servicing Accounts”), into
which all collections from the Mortgagors (or related advances from
Sub-Servicers) for the payment of taxes, assessments, fire, flood, and
hazard
insurance premiums, hazard insurance proceeds (to the extent such amounts
are to
be applied to the restoration or repair of the property) and comparable
items
for the account of the Mortgagors (“Escrow Payments”) shall be deposited and
retained. Servicing Accounts shall be Eligible Accounts. The Servicer shall
deposit in the Servicing Accounts on a daily basis and in no event later
than
the second Business Day after receipt, and retain therein, all Escrow Payments
collected on account of the Mortgage Loans, for the purpose of effecting
the
timely payment of any such items as required under the terms of this Agreement.
Withdrawals of amounts from a Servicing Account may be made only to (i)
effect
timely payment of taxes, assessments, fire, flood, and hazard insurance
premiums, and comparable items; (ii) reimburse the Servicer out of related
collections for any advances made pursuant to Section 3.01 (with respect
to
taxes and assessments) and Section 3.14 (with respect to fire, flood and
hazard
insurance); (iii) refund to Mortgagors any sums as may be determined to
be
overages; (iv) pay interest, if required and as described below, to Mortgagors
on balances in the Servicing Account; or (v) clear and terminate the Servicing
Account at the termination of the Servicer’s obligations and responsibilities in
respect of the Mortgage Loans under this Agreement in accordance with Article
IX. As part of its servicing duties, the Servicer shall pay to the Mortgagors
interest on funds in Servicing Accounts, to the extent required by law
and, to
the extent that interest earned on funds in the Servicing Accounts is
insufficient, to pay such interest from its or their own funds, without
any
reimbursement therefor. Notwithstanding the foregoing, the Servicer shall
not be
obligated to collect Escrow Payments if the related Mortgage Loan does
not
require such payments but the Servicer shall nevertheless be obligated
to make
Servicing Advances as provided in Section 3.01. In the event the Servicer
shall
deposit in the Servicing Accounts any amount not required to be deposited
therein, it may at any time withdraw such amount from the Servicing Accounts,
any provision to the contrary notwithstanding.
To
the
extent that a Mortgage does not provide for Escrow Payments, the Servicer
(i)
shall determine whether any such payments are made by the Mortgagor in
a manner
and at a time that is necessary to avoid the loss of the Mortgaged Property
due
to a tax sale or the foreclosure as a result of a tax lien and (ii) shall
ensure
that all insurance required to be maintained on the Mortgaged Property
pursuant
to this Agreement is maintained. If any such payment has not been made
and the
Servicer receives notice of a tax lien with respect to the Mortgage Loan
being
imposed, the Servicer will, to the extent required to avoid loss of the
Mortgaged Property, advance or cause to be advanced funds necessary to
discharge
such lien on the Mortgaged Property. The Servicer assumes full responsibility
for the payment of all such bills and shall effect payments of all such
bills
irrespective of the Mortgagor’s faithful performance in the payment of same or
the making of the Escrow Payments and shall make Servicing Advances from
its own
funds to effect such payments.
SECTION
3.10 Collection
Account.
(a) On
behalf
of the Trust Fund, the Servicer shall establish and maintain one or more
separate, segregated trust accounts (such account or accounts, the “Collection
Account”), held in trust for the benefit of the Trustee and the
Certificateholders. On behalf of the Trust Fund, the Servicer shall deposit
or
cause to be deposited in the clearing account (which account must be an
Eligible
Account) in which it customarily deposits payments and collections on mortgage
loans in connection with its mortgage loan servicing activities on a daily
basis, and in no event more than two Business Days after the Servicer’s receipt
thereof, and shall thereafter deposit in the Collection Account, in no
event
more than one Business Day after the deposit of such funds into the clearing
account, as and when received or as otherwise required hereunder, the following
payments and collections received or made by it from and after the Cut-off
Date
(other than in respect of principal or interest on the related Mortgage
Loans
due on or before the Cut-off Date), or payments (other than Principal
Prepayments) received by it on or prior to the Cut-off Date but allocable
to a
Due Period subsequent thereto:
(i) all
payments on account of principal, including Principal Prepayments on the
Mortgage Loans;
(ii) all
payments on account of interest (net of the related Servicing Fee and any
Prepayment Interest Excess) on each Mortgage Loan;
(iii) all
Insurance Proceeds and Liquidation Proceeds (other than proceeds collected
in
respect of any particular REO Property and amounts paid by the Servicer
in
connection with a purchase of Mortgage Loans and REO Properties pursuant
to
Section 9.01);
(iv) any
amounts required to be deposited pursuant to Section 3.12 in connection
with any
losses realized on Permitted Investments with respect to funds held in
the
Collection Account;
(v) any
amounts required to be deposited by the Servicer pursuant to the second
paragraph of Section 3.14(a) in respect of any blanket policy
deductibles;
(vi) all
proceeds of any Mortgage Loan repurchased or purchased in accordance with
Section 2.03 or Section 9.01;
(vii) all
amounts required to be deposited in connection with shortfalls in principal
amount of Qualified Substitute Mortgage Loans pursuant to Section 2.03;
and
(viii) all
Prepayment Charges collected by the Servicer and any Servicer Prepayment
Charge
Payment Amounts in connection with the Principal Prepayment of any of the
Mortgage Loans.
For
purposes of the immediately preceding sentence, the Cut-off Date with respect
to
any Qualified Substitute Mortgage Loan shall be deemed to be the date of
substitution.
The
foregoing requirements for deposit in the Collection Accounts shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges or assumption
fees (other than Prepayment Charges) need not be deposited by the Servicer
in
the Collection Account. In the event the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it
may at
any time withdraw such amount from the Collection Account, any provision
herein
to the contrary notwithstanding.
(b) On
behalf
of the Trust Fund, the Servicer shall deliver to the Trustee in immediately
available funds for deposit in an account established and maintained by
the
Trustee, held in trust for the benefit of the Certificateholders (the
“Distribution Account”): (i) on the Servicer Remittance Date, that portion of
the Available Funds for the related Distribution Date then on deposit in
the
Collection Account, the amount of all Prepayment Charges collected during
the
applicable Prepayment Period by the Servicer and Servicer Prepayment Charge
Payment Amounts in connection with the Principal Prepayment of any of the
Mortgage Loans then on deposit in the Collection Account and (ii) on each
Business Day as of the commencement of which the balance on deposit in
the
Collection Account exceeds $75,000 following any withdrawals pursuant to
the
next succeeding sentence, the amount of such excess, but only if the Collection
Account constitutes an Eligible Account solely pursuant to clause (ii)
of the
definition of “Eligible Account.” If the balance on deposit in the Collection
Account exceeds $75,000 as of the commencement of business on any Business
Day
and the Collection Account constitutes an Eligible Account solely pursuant
to
clause (ii) of the definition of “Eligible Account,” the Servicer shall, on such
Business Day, withdraw from the Collection Account any and all amounts
payable
or reimbursable to the Depositor, the Servicer, the Trustee, the Seller
or any
Sub-Servicer pursuant to Section 3.11 and shall pay such amounts to the
Persons
entitled thereto.
(c) Funds
in
the Collection Account may be invested in Permitted Investments in accordance
with the provisions set forth in Section 3.12. The Servicer shall give
advance
notice to the Trustee of the location of the Collection Account maintained
by it
when established and prior to any change thereof. The Trustee shall forward
such
notice to the Depositor.
(d) Funds
held in the Collection Account at any time may be delivered by the Servicer
to
the Trustee for deposit in an account (which may be the Distribution Account
and
must satisfy the standards for the Distribution Account as set forth in
the
definition thereof) and for all purposes of this Agreement shall be deemed
to be
a part of the Collection Account; provided, however, that the Trustee shall
have
the sole authority to withdraw any funds held pursuant to this subsection
(d).
In the event the Servicer shall deliver to the Trustee for deposit in the
Distribution Account any amount not required to be deposited therein, it
may at
any time request that the Trustee withdraw such amount from the Distribution
Account and remit to it any such amount, any provision herein to the contrary
notwithstanding. In addition, the Servicer shall deliver to the Trustee
from
time to time for deposit, and upon written notification from the Servicer,
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 3.23(d) or (f) in
connection with any REO Property;
(iii) any
amounts to be paid by the Servicer in connection with a purchase of Mortgage
Loans and REO Properties pursuant to Section 9.01; and
(iv) any
amounts required to be deposited pursuant to Section 3.24 in connection
with any
Prepayment Interest Shortfalls.
(e) The
Servicer shall deposit in the Collection Account any amounts required to
be
deposited pursuant to Section 3.12(b) in connection with losses realized
on
Permitted Investments with respect to funds held in the Collection
Account.
SECTION
3.11 Withdrawals
from the Collection Account.
The
Servicer shall, from time to time, make withdrawals from the Collection
Account
for any of the following purposes, without priority, or as described in
Section
4.03:
(i) to
remit
to the Trustee for deposit in the Distribution Account the amounts required
to
be so remitted pursuant to Section 3.10(b) or permitted to be so remitted
pursuant to the first sentence of Section 3.10(d);
(ii) subject
to Section 3.16(d), to reimburse the Servicer for Advances, but only to
the
extent of amounts received which represent Late Collections (net of the
related
Servicing Fees) of Monthly Payments on Mortgage Loans with respect to which
such
Advances were made in accordance with the provisions of Section
4.03;
(iii) subject
to Section 3.16(d), to pay the Servicer or any Sub-Servicer (A) any unpaid
Servicing Fees, (B) any unreimbursed Servicing Advances with respect to
each
Mortgage Loan, but only to the extent of any Liquidation Proceeds, Insurance
Proceeds or other amounts as may be collected by the Servicer from a Mortgagor,
or otherwise received with respect to such Mortgage Loan and (C) without
limiting any right of withdrawal set forth in clause (vi) below, any Servicing
Advances made with respect to a Mortgage Loan that, following the final
liquidation of a Mortgage Loan are Nonrecoverable Advances, but only to
the
extent that Late Collections, Liquidation Proceeds and Insurance Proceeds
received with respect to such Mortgage Loan are insufficient to reimburse
the
Servicer or any Sub-Servicer for such Servicing Advances;
(iv) to
pay to
the Servicer as servicing compensation (in addition to the Servicing Fee)
on the
Servicer Remittance Date any interest or investment income earned on funds
deposited in the Collection Account;
(v) to
pay to
the Servicer or the Seller, as the case may be, with respect to each Mortgage
Loan that has previously been purchased or replaced pursuant to Section
2.03 or
Section 3.16(c) all amounts received thereon subsequent to the date of
purchase
or substitution, as the case may be;
(vi) to
reimburse the Servicer for any Advance or Servicing Advance previously
made
which the Servicer has determined to be a Nonrecoverable Advance or
Nonrecoverable Servicing Advance in accordance with the provisions of Section
4.03;
(vii) to
reimburse the Servicer or the Depositor for expenses incurred by or reimbursable
to the Servicer or the Depositor, as the case may be, pursuant to Section
6.03;
(viii) to
reimburse the Servicer or the Trustee, as the case may be, for expenses
reasonably incurred in respect of the breach or defect giving rise to the
purchase obligation under Section 2.03 of this Agreement that were included
in
the Purchase Price of the Mortgage Loan, including any expenses arising
out of
the enforcement of the purchase obligation;
(ix) [reserved];
(x) to
pay,
or to reimburse the Servicer for advances in respect of expenses incurred
in
connection with any Mortgage Loan pursuant to Section 3.16(b); and
(xi) to
clear
and terminate the Collection Account pursuant to Section 9.01.
The
Servicer shall keep and maintain separate accounting, on a Mortgage Loan
by
Mortgage Loan basis, for the purpose of justifying any withdrawal from
the
Collection Account, to the extent held by or on behalf of it, pursuant
to
subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Servicer
shall provide written notification to the Trustee, on or prior to the next
succeeding Servicer Remittance Date, upon making any withdrawals from the
Collection Account pursuant to subclause (vii) above.
SECTION
3.12 Investment
of Funds in the Collection Account, the Pre-Funding Accounts and the Interest
Coverage Accounts.
(a) The
Servicer may direct any depository institution maintaining the Collection
Account, the Pre-Funding Accounts and the Interest Coverage Accounts (for
purposes of this Section 3.12, an “Investment Account”) to invest the funds in
such Investment Account in one or more Permitted Investments specified
in such
instruction bearing interest or sold at a discount, and maturing, unless
payable
on demand, (i) no later than the Business Day immediately preceding the
date on
which such funds are required to be withdrawn from such account pursuant
to this
Agreement, if a Person other than the Trustee is the obligor thereon, and
(ii)
no later than the date on which such funds are required to be withdrawn
from
such account pursuant to this Agreement, if the 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
Distribution Account, the Pre-Funding Accounts, the Interest Coverage Accounts
and any income and gain realized thereon) over each such investment, and
any
certificate or other instrument evidencing any such investment shall be
delivered directly to the Trustee or its agent, together with any document
of
transfer necessary to transfer title to such investment to the Trustee
or its
nominee. In the event amounts on deposit in an Investment Account are at
any
time invested in a Permitted Investment payable on demand, the Trustee
shall:
(x) consistent
with any notice required to be given thereunder, demand that payment thereon
be
made on the last day such Permitted Investment may otherwise mature hereunder
in
an amount equal to the lesser of (1) all amounts then payable thereunder
and (2)
the amount required to be withdrawn on such date; and
(y) demand
payment of all amounts due thereunder promptly upon determination by a
Responsible Officer of the Trustee that such Permitted Investment would
not
constitute a Permitted Investment in respect of funds thereafter on deposit
in
the Investment Account.
(b) All
income and gain realized from the investment of funds deposited in the
Collection Account held by or on behalf of the Servicer, shall be for the
benefit of the Servicer and shall be subject to its withdrawal in accordance
with Section 3.11. The Servicer shall deposit in the Collection Account
the
amount of any loss of principal incurred in respect of any such Permitted
Investment made with funds in such accounts immediately upon realization
of such
loss.
All
income and gain realized from the investment of funds deposited in the
Pre-Funding Accounts held by or on behalf of the Depositor shall be for
the
benefit of the Depositor and shall be subject to its withdrawal in accordance
with Section 4.05. The Depositor shall deposit in the Pre-Funding Accounts
the
amount of any loss of principal incurred in respect of any such Permitted
Investment made with funds in such accounts immediately upon realization
of such
loss.
(c) Except
as
otherwise expressly provided in this Agreement, if any default occurs in
the
making of a payment due under any Permitted Investment, or if a default
occurs
in any other performance required under any Permitted Investment, the Trustee
may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request
of the
Holders of Certificates representing more than 50% of the Voting Rights
allocated to any Class of Certificates, shall take such action as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings.
SECTION
3.13 [Reserved].
SECTION
3.14 Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity Coverage.
The
terms
of each Mortgage Note require the related Mortgagor to maintain fire and
hazard
insurance policies. To the extent such policies are not maintained, the
Servicer
shall cause to be maintained for each Mortgaged Property fire and hazard
insurance with extended coverage as is customary in the area where the
Mortgaged
Property is located in an amount which is at least equal to the lesser
of the
current principal balance of such Mortgage Loan and the amount necessary
to
fully compensate for any damage or loss to the improvements which are a
part of
such property on a replacement cost basis, in each case in an amount not
less
than such amount as is necessary to avoid the application of any coinsurance
clause contained in the related hazard insurance policy. The Servicer shall
also
cause to be maintained fire and hazard insurance on each REO Property with
extended coverage as is customary in the area where the Mortgaged Property
is
located in an amount which is at
least
equal to the lesser of (i) 100% of the insurable value on a replacement
cost
basis of the improvements securing such Mortgage Loan and (ii) the greater
of
(a) the outstanding principal balance of the Mortgage Loan and (b) an amount
such that the proceeds of such insurance shall be sufficient to prevent
the
application to the Mortgagor or the loss payee of any coinsurance clause
under
the policy.
The
Servicer will comply in the performance of this Agreement with all reasonable
rules and requirements of each insurer under any such hazard policies.
Any
amounts to be collected by the Servicer under any such policies (other
than
amounts to be applied to the restoration or repair of the property subject
to
the related Mortgage or amounts to be released to the Mortgagor in accordance
with the procedures that the Servicer would follow in servicing loans held
for
its own account, subject to the terms and conditions of the related Mortgage
and
Mortgage Note) shall be deposited in the Collection Account, subject to
withdrawal pursuant to Section 3.11, if received in respect of a Mortgage
Loan,
or in the REO Account, subject to withdrawal pursuant to Section 3.23,
if
received in respect of an REO Property. Any cost incurred by the Servicer
in
maintaining any such insurance shall not, for the purpose of calculating
distributions to Certificateholders, be added to the unpaid principal balance
of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage
Loan
so permit; provided, however, that the Servicer may capitalize the amount
of any
Servicing Advances incurred pursuant to this Section 3.14 in connection
with the
modification of a Mortgage Loan. It is understood and agreed that no earthquake
or other additional insurance is to be required of any Mortgagor other
than
pursuant to such applicable laws and regulations as shall at any time be
in
force and as shall require such additional insurance. If the related Mortgaged
Property is located in an area identified by the Flood Emergency Management
Agency as having special flood hazards (and such flood insurance has been
made
available) the Servicer shall cause to be maintained a flood insurance
policy
meeting the requirements of the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance carrier
acceptable to Xxxxxx Xxx or Xxxxxxx Mac in an amount representing coverage
equal
to the lesser of: (i) the minimum amount required, under the terms of coverage,
to compensate for any damage or loss on a replacement cost basis (or the
unpaid
balance of the mortgage if replacement cost coverage is not available for
the
type of building insured) and (ii) the maximum amount of insurance which
is
available under the Flood Disaster Protection Act of 1973, as amended.
If at any
time during the term of the Mortgage Loan, the Servicer determines, in
accordance with applicable law, that a Mortgaged Property is located in
a
special flood hazard area and is not covered by flood insurance or is covered
in
an amount less than the amount required by the Flood Disaster Protection
Act of
1973, as amended, the Servicer shall notify the related Mortgagor that
the
Mortgagor must obtain such flood insurance coverage, and if said Mortgagor
fails
to obtain the required flood insurance coverage within forty-five (45)
days
after such notification, the Company shall immediately force place the
required
flood insurance on the Mortgagor’s behalf. Such flood insurance shall be in an
amount equal to the lesser of (i) the unpaid principal balance of the related
Mortgage Loan and (ii) the maximum amount of such insurance available for
the
related Mortgaged Property under the national flood insurance program (assuming
that the area in which such Mortgaged Property is located is participating
in
such program).
In
the
event that the Servicer shall obtain and maintain a blanket policy with
an
insurer having a General Policy Rating of B:VI or better in Best’s Key Rating
Guide insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in
the
first two sentences of this Section 3.14, it being understood and agreed
that
such policy may contain a deductible clause, in which case the Servicer
shall,
in the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy complying with the first two sentences
of this
Section 3.14, and there shall have been one or more losses which would
have been
covered by such policy, deposit to the Collection Account from its own
funds the
amount not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as administrator and servicer
of the
Mortgage Loans, the Servicer agrees to prepare and present, on behalf of
itself,
the Trustee, the Trust Fund and the Certificateholders, claims under any
such
blanket policy in a timely fashion in accordance with the terms of such
policy.
The
Servicer shall keep in force during the term of this Agreement a policy
or
policies of insurance covering errors and omissions for failure in the
performance of its respective obligations under this Agreement, which policy
or
policies shall be in such form and amount that would meet the requirements
of
Xxxxxx Mae or Xxxxxxx Mac if it were the purchaser of the Mortgage Loans,
unless
the Servicer, has obtained a waiver of such requirements from Xxxxxx Mae
or
Xxxxxxx Mac. The 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
Servicer, has obtained a waiver of such requirements from Xxxxxx Mae or
Xxxxxxx
Mac. The Servicer shall be deemed to have complied with this provision
if an
Affiliate of the Servicer, has such errors and omissions and fidelity bond
coverage and, by the terms of such insurance policy or fidelity bond, the
coverage afforded thereunder extends to the Servicer. Any such errors and
omissions policy and fidelity bond shall by its terms not be cancelable
without
thirty days’ prior written notice to the Trustee.
The
Servicer shall provide to the Trustee evidence of the authorization of
the
person signing any certification, statement, copy or other evidence of
any
fidelity bond, errors and omissions policy, financial information and reports
or
such other information related to the Servicer or any Sub-Servicer or to
the
Servicer’s or such Sub-Servicer’s performance hereunder.
SECTION
3.15 Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
The
Servicer will, to the extent it has knowledge of any conveyance or prospective
conveyance of any Mortgaged Property by any Mortgagor (whether by absolute
conveyance or by contract of sale, and whether or not the Mortgagor remains
or
is to remain liable under the Mortgage Note and/or the Mortgage), exercise
its
rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale”
clause, if any, applicable thereto; provided, however, that the Servicer
shall
not exercise any such rights if prohibited by law from doing so. If the
Servicer
reasonably believes it is unable under applicable law to enforce such
“due-on-sale” clause, or if any of the other conditions set forth in the proviso
to the preceding sentence apply, the Servicer will enter into an assumption
and
modification agreement from or with the person to whom such property has
been
conveyed or is proposed to be conveyed, pursuant to which such person becomes
liable under the Mortgage Note and, to the extent permitted by applicable
state
law, the Mortgagor remains liable thereon. The Servicer is also authorized
to
enter into a substitution of liability agreement with such person, pursuant
to
which the original Mortgagor is released from liability and such person
is
substituted as the Mortgagor and becomes liable under the Mortgage Note,
provided that no such substitution shall be effective unless such person
satisfies the then current underwriting criteria of the Servicer for mortgage
loans similar to the Mortgage Loans. In connection with any assumption
or
substitution, the Servicer shall apply such underwriting standards and
follow
such practices and procedures as shall be normal and usual in its general
mortgage servicing activities and as it applies to other mortgage loans
owned
solely by it. The Servicer shall not take or enter into any assumption
and
modification agreement, however, unless (to the extent practicable in the
circumstances) it shall have received confirmation, in writing, of the
continued
effectiveness of any applicable hazard insurance policy. Any fee collected
by
the Servicer in respect of an assumption or substitution of liability agreement
will be retained by the Servicer as additional servicing compensation.
In
connection with any such assumption, no material term of the Mortgage Note
(including but not limited to the related Mortgage Rate and the amount
of the
Monthly Payment) may be amended or modified, except as otherwise required
pursuant to the terms thereof. The Servicer shall notify the Trustee and
the
Custodian that any such substitution or assumption agreement has been completed
by forwarding to the Custodian the executed original of such substitution
or
assumption agreement, which document shall be added to the related Mortgage
File
and shall, for all purposes, be considered a part of such Mortgage File
to the
same extent as all other documents and instruments constituting a part
thereof.
Notwithstanding
the foregoing paragraph or any other provision of this Agreement, the Servicer
shall not be deemed to be in default, breach or any other violation of
its
obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or by the terms of the Mortgage Note or any assumption
which
the Servicer may be restricted by law from preventing, for any reason
whatsoever. For purposes of this Section 3.15, the term “assumption” is deemed
to also include a sale (of the Mortgaged Property) subject to the Mortgage
that
is not accompanied by an assumption or substitution of liability
agreement.
SECTION
3.16 Realization
Upon Defaulted Mortgage Loans.
(a) The
Servicer shall, consistent with the servicing standard set forth in Section
3.01, foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default
and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. The Servicer shall be responsible for
all
costs and expenses incurred by it in any such proceedings; provided, however,
that such costs and expenses will be recoverable as Servicing Advances
by the
Servicer as contemplated in Section 3.11 and Section 3.23. The foregoing
is
subject to the provision that, in any case in which Mortgaged Property
shall
have suffered damage from an Uninsured Cause, the Servicer shall not be
required
to expend its own funds toward the restoration of such property unless
it shall
determine in its discretion that such restoration will increase the proceeds
of
liquidation of the related Mortgage Loan after reimbursement to itself
for such
expenses.
(b) Notwithstanding
the foregoing provisions of this Section 3.16 or any other provision of
this
Agreement, with respect to any Mortgage Loan as to which the Servicer has
received actual notice of, or has actual knowledge of, the presence of
any toxic
or hazardous substance on the related Mortgaged Property, the Servicer
shall
not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, or (ii)
otherwise acquire possession of, or take any other action with respect
to, such
Mortgaged Property, if, as a result of any such action, the Trustee, the
Trust
Fund, the Servicer or the Certificateholders would be considered to hold
title
to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of
such Mortgaged Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time
to time,
or any comparable law, unless the Servicer has also previously determined,
based
on its reasonable judgment and a report prepared by a Person who regularly
conducts environmental audits using customary industry standards,
that:
(1) such
Mortgaged Property is in compliance with applicable environmental laws
or, if
not, that it would be in the best economic interest of the Trust Fund to
take
such actions as are necessary to bring the Mortgaged Property into compliance
therewith; and
(2) there
are
no circumstances present at such Mortgaged Property relating to the use,
management or disposal of any hazardous substances, hazardous materials,
hazardous wastes, or petroleum-based materials for which investigation,
testing,
monitoring, containment, clean-up or remediation could be required under
any
federal, state or local law or regulation, or that if any such materials
are
present for which such action could be required, that it would be in the
best
economic interest of the Trust Fund to take such actions with respect to
the
affected Mortgaged Property.
The
cost
of the environmental audit report contemplated by this Section 3.16 shall
be
advanced by the Servicer, subject to the Servicer’s right to be reimbursed
therefor from the Collection Account as provided in Section 3.11(a)(ix),
such
right of reimbursement being prior to the rights of Certificateholders
to
receive any amount in the Collection Account received in respect of the
affected
Mortgage Loan or other Mortgage Loans.
If
the
Servicer determines, as described above, that it is in the best economic
interest of the Trust Fund to take such actions as are necessary to bring
any
such Mortgaged Property into compliance with applicable environmental laws,
or
to take such action with respect to the containment, clean-up or remediation
of
hazardous substances, hazardous materials, hazardous wastes or petroleum-based
materials affecting any such Mortgaged Property, then the Servicer shall
take
such action as it deems to be in the best economic interest of the Trust
Fund.
The cost of any such compliance, containment, cleanup or remediation shall
be
advanced by the Servicer, subject to the Servicer’s right to be reimbursed
therefor from the Collection Account as provided in Section 3.11(a)(ix),
such
right of reimbursement being prior to the rights of Certificateholders
to
receive any amount in the Collection Account received in respect of the
affected
Mortgage Loan or other Mortgage Loans.
(c) The
Servicer shall have the right to purchase from REMIC 1 any defaulted Mortgage
Loan that is 90 days or more delinquent, which the Servicer determines
in good
faith will otherwise become subject to foreclosure proceedings (evidence
of such
determination to be delivered in writing to the Trustee, in form and substance
satisfactory to the Trustee prior to purchase), at a price equal to the
Purchase
Price. The Purchase Price for any Mortgage Loan purchased hereunder shall
be
deposited in the Collection Account, and the Trustee, upon receipt of written
certification from the Servicer of such deposit, shall release or cause
to be
released to the Servicer, the related Mortgage File and the Trustee, upon
receipt of written certification from the Servicer, as applicable, of such
deposit, shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, as the Servicer, shall furnish and as shall
be
necessary to vest in the Servicer title to any Mortgage Loan released pursuant
hereto.
(d) Proceeds
received in connection with any Final Recovery Determination, as well as
any
recovery resulting from a partial collection of Insurance Proceeds or
Liquidation Proceeds, in respect of any Mortgage Loan, will be applied
in the
following order of priority: first, to reimburse the Servicer or any
Sub-Servicer for any related unreimbursed Servicing Advances and Advances,
pursuant to Section 3.11(a)(ii) or (a)(iii)(B); second, to accrued and
unpaid
interest on the Mortgage Loan, to the date of the Final Recovery Determination,
or to the Due Date prior to the Distribution Date on which such amounts
are to
be distributed if not in connection with a Final Recovery Determination;
and
third, as a recovery of principal of the Mortgage Loan. If the amount of
the
recovery so allocated to interest is less than the full amount of accrued
and
unpaid interest due on such Mortgage Loan, the amount of such recovery
will be
allocated by the Servicer as follows: first, to unpaid Servicing Fees;
and
second, to the balance of the interest then due and owing. The portion
of the
recovery so allocated to unpaid Servicing Fees shall be reimbursed to the
Servicer or any Sub-Servicer pursuant to Section 3.11(a)(iii)(A).
SECTION
3.17 Trustee
to Cooperate; Release of Mortgage Files.
(a) Upon
the
payment in full of any Mortgage Loan, or the receipt by the Servicer of
a
notification that payment in full shall be escrowed in a manner customary
for
such purposes, the Servicer will immediately notify the Custodian, by a
Request
for Release in the form of Exhibit E (which certification shall include
a
statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Collection Account pursuant to Section 3.10 have been or will be so deposited)
of a Servicing Officer and shall request that the Custodian, on behalf
of the
Trustee, deliver to it the Mortgage File. Upon receipt of such certification
and
request, the Custodian shall within three Business Days release the related
Mortgage File to the Servicer and the Servicer is authorized to cause the
removal from the registration on the MERS® System of any such Mortgage, if
applicable, and to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of satisfaction
or
cancellation or of partial or full release. No expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the Collection Account or the Distribution Account.
(b) From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any insurance policy
relating to the Mortgage Loans, the Custodian shall, upon request of the
Servicer and delivery to the Custodian of a Request for Release in the
form of
Exhibit E, release the related Mortgage File to the Servicer, and the Trustee
shall, at the direction of the Servicer, execute such documents as shall
be
necessary to the prosecution of any such proceedings. Such Request for
Release
shall obligate the Servicer to return each and every document previously
requested from the Mortgage File to the Custodian when the need therefor
by the
Servicer no longer exists, unless the Mortgage Loan has been liquidated
and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited
in the
Collection Account or the Mortgage File or such document has been delivered
to
an attorney, or to a public trustee or other public official as required
by law,
for purposes of initiating or pursuing legal action or other proceedings
for the
foreclosure of the Mortgaged Property either judicially or non-judicially,
and
the Servicer has delivered to the Custodian, on behalf of the Trustee,
a
certificate of a Servicing Officer certifying as to the name and address
of the
Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. Upon receipt of a certificate of
a
Servicing Officer stating that such Mortgage Loan was liquidated and that
all
amounts received or to be received in connection with such liquidation
that are
required to be deposited into the Collection Account have been so deposited,
or
that such Mortgage Loan has become an REO Property, a copy of the Request
for
Release shall be released by the Custodian, on behalf of the Trustee, to
the
Servicer.
(c) Upon
written certification of a Servicing Officer, the Trustee shall execute
and
deliver to the Servicer any court pleadings, requests for trustee’s sale or
other documents reasonably necessary to the foreclosure or trustee’s sale in
respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain
a
deficiency judgment, or to enforce any other remedies or rights provided
by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each
such
certification shall include a request that such pleadings or documents
be
executed by the Trustee and a statement as to the reason such documents
or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage,
except
for the termination of such a lien upon completion of the foreclosure or
trustee’s sale.
SECTION
3.18 Servicing
Compensation.
As
compensation for the activities of the Servicer hereunder, the Servicer
shall be
entitled to the Servicing Fee with respect to each Mortgage Loan payable
solely
from payments of interest in respect of such Mortgage Loan, subject to
Section
3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing
Fees out of Insurance Proceeds or Liquidation Proceeds to the extent permitted
by Section 3.11(a)(iii)(A) and out of amounts derived from the operation
and
sale of an REO Property to the extent permitted by Section 3.23. The right
to
receive the Servicing Fee may not be transferred in whole or in part except
in
connection with the transfer of all of the Servicer’s responsibilities and
obligations under this Agreement.
Additional
servicing compensation in the form of assumption fees, late payment charges
and
other similar fees and charges (other than Prepayment Charges) shall be
retained
by the Servicer (subject to Section 3.24) only to the extent such fees
or
charges are received by the Servicer. The Servicer shall also be entitled
pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account,
and
pursuant to Section 3.23(b) to withdraw from any REO Account, as additional
servicing compensation, interest or other income earned on deposits therein,
subject to Section 3.12 and Section 3.24. The Servicer shall be required
to pay
all expenses incurred by it in connection with its servicing activities
hereunder (including premiums for the insurance required by Section 3.14,
to the
extent such premiums are not paid by the related Mortgagors or by a
Sub-Servicer, servicing compensation of each Sub-Servicer) and shall not
be
entitled to reimbursement therefor except as specifically provided
herein.
SECTION
3.19 Reports;
Collection Account Statements.
Not
later
than fifteen days after each Distribution Date, the Servicer shall forward
to
the Trustee, upon the request of the Trustee, a statement prepared by the
Servicer setting forth the status of the Collection Account as of the close
of
business on the last day of the calendar month relating to such Distribution
Date and showing, for the period covered by such statement, the aggregate
amount
of deposits into and withdrawals from the Collection Account of each category
of
deposit specified in Section 3.10(a) and each category of withdrawal specified
in Section 3.11. Such statement may be in the form of the then current
Xxxxxx
Mae Monthly Accounting Report for its Guaranteed Mortgage Pass-Through
Program
with appropriate additions and changes, and shall also include information
as to
the aggregate of the outstanding principal balances of all of the Mortgage
Loans
as of the last day of the calendar month immediately preceding such Distribution
Date. Copies of such statement shall be provided by the Trustee to any
Certificateholder and to any Person identified to the Trustee as a prospective
transferee of a Certificate, upon the request and at the expense of the
requesting party, provided such statement is delivered by the Servicer
to the
Trustee.
SECTION
3.20 Statement
as to Compliance.
On
or
before March 1 of each calendar year, commencing in 2007, the Servicer
shall
deliver to the Trustee a statement of compliance addressed to the Depositor
and
signed by an authorized officer of the Servicer, to the effect that (a)
a review
of the Servicer’s activities during the immediately preceding calendar year (or
applicable portion thereof) and of its performance under this Agreement
during
such period has been made under such officer’s supervision, and (b) to the best
of such officers’ knowledge, based on such review, the Servicer has fulfilled
all of its obligations under this Agreement in all material respects throughout
such calendar year (or applicable portion thereof) or, if there has been
a
failure to fulfill any such obligation in any material respect, specifically
identifying each such failure known to such officer and the nature and
the
status thereof.
The
Servicer shall deliver, or cause to be delivered, a similar Annual Statement
of
Compliance by any Sub-Servicer, Subcontractor or other Person engaged by
it and
satisfying any of the criteria set forth in Item 1108(a)(i)-(iii), to which
the
Servicer has delegated any servicing responsibilities with respect to the
Mortgage Loans, to the Trustee as described above as and when required
with
respect to the Servicer.
Each
of
the Servicer and the Trustee (each, an “Indemnifying Party”) shall indemnify and
hold harmless the Depositor and their officers, directors and Affiliates,
as
applicable, from and against any actual losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses that such Person may sustain based upon a
breach of
the obligations of such Indemnifying Party under this Section 3.20.
SECTION
3.21 Assessments
of Compliance and Attestation Reports.
(A) On
or
before March 1st
(or
March 15th
with
respect to the Trustee) of each calendar year, commencing in 2007, the
Servicer
shall:
(1) deliver
to the Trustee a report (in form and substance reasonably satisfactory
to the
Depositor and the Trustee) regarding the Servicer’s assessment of compliance
with the Relevant Servicing Criteria during the immediately preceding calendar
year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and
Item
1122 of Regulation AB. Such report shall be addressed to the Depositor
and
signed by an authorized officer of the Servicer and shall address each
of the
Relevant Servicing Criteria specified substantially on Exhibit S hereto
(or
those Servicing Criteria otherwise mutually agreed to by the Depositor
and the
Servicer in response to evolving interpretations of Regulation AB;
(2) deliver
to the Trustee a report of a registered public accounting firm reasonably
acceptable to the Depositor and the Trustee that attests to, and reports
on, the
assessment of the compliance made by the Servicer and delivered pursuant
to the
.preceding paragraph. Such attestation shall be in accordance with Rules
1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
Exchange Act;
(3) cause
each Sub-Servicer and each Subcontractor to deliver to the Trustee and
the
Depositor an assessment of compliance and accountants’ attestation as and when
provided in paragraphs (i) and (ii) of this Section 3.21; and
(4) pursuant
to Section 4.05(a)(iv), deliver, and cause each Sub-Servicer and each
Subcontractor to deliver to the Trustee a certification in the form attached
hereto as Exhibit N-2.
Each
assessment of compliance provided by a Sub-Servicer pursuant to Section
3.21(iii) shall address each of the Relevant Servicing Criteria applicable
to
the Servicer in Exhibit S. An assessment of compliance provided by a
Subcontractor pursuant to Section 3.21(iii) need not address any elements
of the
Relevant Servicing Criteria other than those specified by the Servicer
pursuant
to Section 3.02.
The
Servicer acknowledges that the Depositor may rely on the certification
provided
by the Servicer pursuant clause (iv) above in signing the Certification
and
filing such with the Commission. The Depositor will not request delivery
of a
certification under clause (iv) above unless the Depositor is required
under the
Exchange Act to file an annual report on Form 10-K with respect to an issuing
entity whose asset pool includes Mortgage Loans.
Each
of
the Trustee and the Credit Risk Manager shall also provide an Assessment
of
Compliance and Attestation Report, as and when provided above, which shall
at a
minimum address each of the Servicing Criteria specified on Exhibit O hereto
which are indicated as applicable to each such party. Notwithstanding the
foregoing, as to any trustee, an Assessment of Compliance is not required
to be
delivered unless it is required as part of a Form 10-K with respect to
the Trust
Fund.
Each
of
the Servicer, the Trustee and the Credit Risk Manager shall indemnify and
hold
harmless the Depositor and their officers, directors and Affiliates from
and
against any actual losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses that such Person may sustain based upon a breach of the obligations
of
such Indemnifying Party under this Section 3.21.
SECTION
3.22 Remedies
Regarding Statements as to Compliance, Assessments of Compliance and Attestation
Reports.
(i) Any
failure by the Servicer, any Sub-Servicer or any Subcontractor to deliver
any
information, report, certification or accountants’ letter when and as required
under Section 3.20 or Section 3.21, including (except as provided below)
any
failure by the Servicer to identify any Subcontractor “participating in the
servicing function” within the meaning of Item 1122 of Regulation AB, which
continues unremedied for ten (10) calendar days after the date on which
such
information, report, certification or accountants’ letter was required to be
delivered shall constitute a Servicer Event of Termination, and shall entitle
the Trustee (at the direction of the Depositor), to terminate the rights
and
obligations of the Servicer under this Agreement without payment
(notwithstanding anything in this Agreement to the contrary) of any compensation
to the Servicer; provided that to the extent that any provision of this
Agreement expressly provides for the survival of certain rights or obligations
following termination of the Servicer as servicer, such provision shall
be given
effect.
Neither
the Trustee nor the Depositor shall be entitled to terminate the rights
and
obligations of the Servicer pursuant to this subparagraph (B)(i) if a failure
of
the Servicer to identify a Subcontractor “participating in the servicing
function” within the meaning of Item 1122 of Regulation AB was attributable
solely to the role or functions of such Subcontractor with respect to mortgage
loans other than the Mortgage Loans.
(iii) The
Servicer shall promptly reimburse the Depositor, the Trustee and the Trust
Fund
for all reasonable expenses incurred by the Depositor, the Trustee and
the Trust
Fund, as such are incurred, in connection with the termination of the Servicer
as servicer and the transfer of servicing of the Mortgage Loans to a successor
servicer. The provisions of this paragraph shall not limit whatever rights
the
Trustee or the Depositor may have under other provisions of this Agreement
or
otherwise, whether in equity or at law, such as an action for damages,
specific
performance or injunctive relief.
SECTION
3.23 Access
to
Certain Documentation.
The
Servicer shall provide to the Trustee and the Depositor at the request
of the
Office of the Controller of the Currency, the Office of Thrift Supervision,
the
FDIC, and any other federal or state banking or insurance regulatory authority
that may exercise authority over any Certificateholder, access to the
documentation regarding the Mortgage Loans required by applicable laws
and
regulations. Such access shall be afforded without charge, but only upon
reasonable request and during normal business hours at the offices of the
Servicer designated by it. In addition, access to the documentation regarding
the Mortgage Loans required by applicable laws and regulations will be
provided
to such Certificateholder, the Trustee and to any Person identified to
the
Servicer as a prospective transferee of a Certificate subject to the execution
of a confidentiality agreement in form and substance satisfactory to the
servicer, upon reasonable request during normal business hours at the offices
of
the Servicer designated by it at the expense of the Person requesting such
access. Nothing in this Section 3.22 shall derogate from the obligation
of any
such party to observe any applicable law prohibiting disclosure of information
regarding the Mortgagors and the failure of any such party to provide access
as
provided in this Section as a result of such obligation shall not constitute
a
breach of this Section 3.22.
The
Servicer agrees 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 Servicer, on a monthly basis.
SECTION
3.24 Title,
Management and Disposition of REO Property.
(a) In
the
event that title to an REO Property is acquired in foreclosure or by deed
in
lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant
to
a limited power of attorney to be provided by the Trustee to the Servicer)
in
the name of the Trustee or a nominee thereof, on behalf of the
Certificateholders, or in the event the Trustee or a nominee thereof is
not
authorized or permitted to hold title to real property in the state where
the
REO Property is located, or would be adversely affected under the “doing
business” or tax laws of such state by so holding title, the deed or certificate
of sale shall be taken in the name of such Person or Persons as shall be
consistent with an Opinion of Counsel obtained by the Servicer from an
attorney
duly licensed to practice law in the state where the REO Property is located.
Any Person or Persons holding such title other than the Trustee shall
acknowledge in writing that such title is being held as nominee for the
benefit
of the Trustee. The Trustee’s name shall be placed on the title to such REO
Property solely as the Trustee hereunder and not in its individual capacity.
The
Servicer shall ensure that the title to such REO Property references this
Agreement and the Trustee’s capacity hereunder. The Servicer, on behalf of the
Trust Fund, shall either sell any REO Property before the close of the
third
taxable year following the year the Trust Fund acquires ownership of such
REO
Property for purposes of Section 860G(a)(8) of the Code or request from
the
Internal Revenue Service, no later than 60 days before the day on which
the
above three-year grace period would otherwise expire, an extension of the
above
three-year grace period, unless the Servicer shall have delivered to the
Trustee
and the Depositor an Opinion of Counsel, addressed to the Trustee and the
Depositor, to the effect that the holding by the Trust Fund of such REO
Property
subsequent to the close of the third taxable year after its acquisition
will not
result in the imposition on the Trust Fund of taxes on “prohibited transactions”
thereof, as defined in Section 860F of the Code, or cause any Trust REMIC
to
fail to qualify as a REMIC under Federal law at any time that any Certificates
are outstanding. The Servicer shall manage, conserve, protect and operate
each
REO Property for the Certificateholders solely for the purpose of its prompt
disposition and sale in a manner which does not cause such REO Property
to fail
to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
the Code or result in the receipt by any Trust REMIC of any “income from
non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code,
or any “net income from foreclosure property” which is subject to taxation under
the REMIC Provisions.
(b) The
Servicer shall segregate and hold all funds collected and received in connection
with the operation of any REO Property separate and apart from its own
funds and
general assets and shall establish and maintain with respect to REO Properties
an account held in trust for the Trustee for the benefit of the
Certificateholders (the “REO Account”), which shall be an Eligible Account. The
Servicer shall be permitted to allow the Collection Account to serve as
the REO
Account, subject to separate ledgers for each REO Property. The Servicer
shall
be entitled to retain or withdraw any interest income paid on funds deposited
in
the REO Account.
(c) The
Servicer shall have full power and authority, subject only to the specific
requirements and prohibitions of this Agreement, to do any and all things
in
connection with any REO Property as are consistent with the manner in which
the
Servicer manages and operates similar property owned by the Servicer or
any of
its Affiliates, all on such terms and for such period as the Servicer deems
to
be in the best interests of Certificateholders. In connection therewith,
the
Servicer shall deposit, or cause to be deposited in the clearing account
(which
account must be an Eligible Account) in which it customarily deposits payments
and collections on mortgage loans in connection with its mortgage loan
servicing
activities on a daily basis, and in no event more than two Business Days
after
the Servicer’s receipt thereof, and shall thereafter deposit in the REO Account,
in no event more than one Business Day after the deposit of such funds
into the
clearing account, all revenues received by it with respect to an REO Property
and shall withdraw therefrom funds necessary for the proper operation,
management and maintenance of such REO Property including, without
limitation:
(i) all
insurance premiums due and payable in respect of such REO Property;
(ii) all
real
estate taxes and assessments in respect of such REO Property that may result
in
the imposition of a lien thereon; and
(iii) all
costs
and expenses necessary to maintain such REO Property.
To
the
extent that amounts on deposit in the REO Account with respect to an REO
Property are insufficient for the purposes set forth in clauses (i) through
(iii) above with respect to such REO Property, the Servicer shall advance
from
its own funds such amount as is necessary for such purposes if, but only
if, the
Servicer would make such advances if the Servicer owned the REO Property
and if
in the Servicer’s judgment, the payment of such amounts will be recoverable from
the rental or sale of the REO Property.
Notwithstanding
the foregoing, none of the Servicer or the Trustee shall:
(a) authorize
the Trust Fund to enter into, renew or extend any New Lease with respect
to any
REO Property, if the New Lease by its terms will give rise to any income
that
does not constitute Rents from Real Property;
(b) authorize
any amount to be received or accrued under any New Lease other than amounts
that
will constitute Rents from Real Property;
(c) authorize
any construction on any REO Property, other than the completion of a building
or
other improvement thereon, and then only if more than ten percent of the
construction of such building or other improvement was completed before
default
on the related Mortgage Loan became imminent, all within the meaning of
Section
856(e)(4)(B) of the Code; or
(d) authorize
any Person to Directly Operate any REO Property on any date more than 90
days
after its date of acquisition by the Trust Fund;
unless,
in any such case, the Servicer has obtained an Opinion of Counsel to the
effect
that such action will not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the at any
time that it is held by the Trust Fund, in which case the Servicer may
take such
actions as are specified in such Opinion of Counsel.
The
Servicer may contract with any Independent Contractor for the operation
and
management of any REO Property; provided that:
(i) the
terms
and conditions of any such contract shall not be inconsistent
herewith;
(ii) any
such
contract shall require, or shall be administered to require, that the
Independent Contractor pay all costs and expenses incurred in connection
with
the operation and management of such REO Property, including those listed
above
and remit all related revenues (net of such costs and expenses) to the
Servicer
as soon as practicable, but in no event later than thirty days following
the
receipt thereof by such Independent Contractor;
(iii) none
of
the provisions of this Section 3.23(c) relating to any such contract or
to
actions taken through any such Independent Contractor shall be deemed to
relieve
the Servicer of any of its duties and obligations to the Trustee on behalf
of
the Certificateholders with respect to the operation and management of
any such
REO Property; and
(iv) the
Servicer shall be obligated with respect thereto to the same extent as
if it
alone were performing all duties and obligations in connection with the
operation and management of such REO Property.
The
Servicer shall be entitled to enter into any agreement with any Independent
Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such
indemnification. The Servicer shall be solely liable for all fees owed
by it to
any such Independent Contractor, irrespective of whether the Servicer’s
compensation pursuant to Section 3.18 is sufficient to pay such
fees.
(d) In
addition to the withdrawals permitted under Section 3.23(c), the Servicer
may
from time to time make withdrawals from the REO Account for any REO Property:
(i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect
of the
related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer
for
unreimbursed Servicing Advances and Advances made in respect of such REO
Property or the related Mortgage Loan. Any income from the related REO
Property
received during any calendar months prior to a Final Recovery Determination,
net
of any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d),
shall be withdrawn by the Servicer from each REO Account maintained by
it and
remitted to the Trustee for deposit into the Distribution Account in accordance
with Section 3.10(d)(ii) on the Servicer Remittance Date relating to a
Final
Recovery Determination with respect to such Mortgage Loan, for distribution
on
the related Distribution Date in accordance with Section 4.01.
(e) Subject
to the time constraints set forth in Section 3.23(a), each REO Disposition
shall
be carried out by the Servicer at such price and upon such terms and conditions
as the Servicer shall deem necessary or advisable, as shall be normal and
usual
in its general servicing activities for similar properties.
(f) The
proceeds from the REO Disposition, net of any amount required by law to
be
remitted to the Mortgagor under the related Mortgage Loan and net of any
payment
or reimbursement to the Servicer or any Sub-Servicer as provided above,
shall be
remitted to the Trustee for deposit in the Distribution Account in accordance
with Section 3.10(d)(ii) on the Servicer Remittance Date in the month following
the receipt thereof for distribution on the related Distribution Date in
accordance with Section 4.01. Any REO Disposition shall be for cash only
(unless
changes in the REMIC Provisions made subsequent to the Startup Day allow
a sale
for other consideration).
(g) The
Servicer shall file information returns with respect to the receipt of
mortgage
interest received in a trade or business, reports of foreclosures and
abandonments of any Mortgaged Property and cancellation of indebtedness
income
with respect to any Mortgaged Property as required by Sections 6050H, 6050J
and
6050P of the Code, respectively. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by such Sections
6050H,
6050J and 6050P of the Code.
SECTION
3.25 Obligations
of the Servicer in Respect of Prepayment Interest Shortfalls.
The
Servicer shall deliver to the Trustee for deposit into the Distribution
Account
on the Servicer Remittance Date from its own funds (or from a Sub-Servicer’s own
funds received by the Servicer in respect of Compensating Interest) an
amount
equal to the lesser of (a) the amount, if any, by which the Prepayment
Interest
Shortfall for the related Prepayment Period exceeds the Prepayment Interest
Excess for the related Prepayment Period, and (b) the amount of the Servicing
Fee payable to the Servicer for such Distribution Date.
SECTION
3.26 Obligations
of the Servicer in Respect of Monthly Payments.
In
the
event that a shortfall in any collection on or liability with respect to
any
Mortgage Loan results from or is attributable to adjustments to Mortgage
Rates,
Monthly Payments or Stated Principal Balances that were made by the Servicer
in
a manner not consistent with the terms of the related Mortgage Note and
this
Agreement, the Servicer, upon discovery or receipt of notice thereof,
immediately shall deliver to the 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 servicer
in respect of any such liability. Such indemnities shall survive the termination
or discharge of this Agreement. If amounts paid by the Servicer with respect
to
any Mortgage Loan pursuant to this Section 3.25 are subsequently recovered
from
the related Mortgagor, the Servicer shall be permitted to reimburse itself
for
such amounts paid by it pursuant to this Section 3.25 from such
recoveries.
SECTION
3.27 Advance
Facility
(a) Either
(i) the Servicer or (ii) the Trustee, on behalf of the Trust Fund, with
the
consent of and at the direction of the Servicer, is hereby authorized to
enter
into a facility with any Person which provides that such Person (an “Advancing
Financing Person”) may fund Advances and/or Servicing Advances to the Trust Fund
under this Agreement, although no such facility shall reduce or otherwise
affect
the Servicer’s obligation to fund such Advances and/or Servicing Advances. If
the Servicer enters into such an Advance Facility pursuant to this Section
3.26,
upon reasonable request of the Advancing Financing Person, the Trustee
shall
execute a letter of acknowledgment, confirming its receipt of notice of
the
existence of such Advance Facility. If the Trustee enters into such an
Advance
Facility pursuant to this Section 3.26, the Servicer shall also be a party
to
such Advance Facility. To the extent that an Advancing Financing Person
funds
any Advance or any Servicing Advance and provides the Trustee with notice
acknowledged by the Servicer that such Advancing Financing Person is entitled
to
reimbursement, such Advancing Financing Person shall be entitled to receive
reimbursement pursuant to this Agreement for such amount to the extent
provided
in Section 3.26(b). Such notice from the Advancing Financing 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 Financing Person to request
reimbursement from the Trustee, rather than the Servicer, and include the
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 Financing
Person
and shall be entitled to rely without independent investigation on the
Advancing
Financing Person’s notice provided pursuant to this Section 3.26. An Advancing
Financing Person whose obligations hereunder are limited to the funding
of
Advances and/or Servicing Advances shall not be required to meet the
qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02
hereof
and will not be deemed to be a Sub-Servicer under this Agreement.
(b) If
an
advancing facility is entered into, then the Servicer shall not be permitted
to
reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii)
and
Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead
the
Servicer shall include such amounts in the applicable remittance to the
Trustee
made pursuant to Section 3.11(a). The Trustee is hereby authorized to pay
to the
Advancing Financing Person, reimbursements for Advances and Servicing Advances
from the Distribution Account to the same extent the Servicer would have
been
permitted to reimburse itself for such Advances and/or Servicing Advances
in
accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section
3.11(a)(vi), as the case may be, had the Servicer itself funded such Advance
or
Servicing Advance. The Trustee is hereby authorized to pay directly to
the
Advancing Financing Person such portion of the Servicing Fee as the parties
to
any advancing facility agree in writing.
(c) All
Advances and Servicing Advances made pursuant to the terms of this Agreement
shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
basis.
(d) Any
amendment to this Section 3.26 or to any other provision of this Agreement
that
may be necessary or appropriate to effect the terms of an Advance Facility
as
described generally in this Section 3.26, including amendments to add provisions
relating to a successor servicer, may be entered into by the Trustee and
the
Servicer without the consent of any Certificateholder, notwithstanding
anything
to the contrary in this Agreement.
SECTION
3.28 Solicitations.
From
and
after the Closing Date, the Servicer agrees that it will not
take any
action or permit or cause any action to be taken by any of its agents
and
Affiliates, or by any independent
contractors or independent mortgage brokerage companies on the Servicer's
behalf,
to personally, by telephone, mail or electronic mail, solicit the Mortgagor
under any Mortgage
Loan for the purpose of refinancing such Mortgage Loan; provided, that
the
Servicer
may solicit any Mortgagor for whom the Servicer has received a request
for
verification
of mortgage, a request for demand for payoff, a mortgagor initiated written
or
verbal communication
indicating a desire to prepay the related Mortgage Loan, another mortgage
company
has pulled a credit report on the mortgagor or the mortgagor initiates
a title
search; provided
further, it is understood and agreed that promotions undertaken by the
Servicer
or
any of
its Affiliates which (i) concern optional insurance products or other
additional
products or
(ii)
are directed to the general public at large, including, without limitation,
mass
mailings based
on
commercially acquired mailing lists, newspaper, radio and television
advertisements shall
not
constitute solicitation under this Section, nor is the Servicer prohibited
from
responding
to unsolicited requests or inquiries made by a Mortgagor or an agent
of a
Mortgagor. Furthermore,
the Servicer shall be permitted to include in its monthly statements
to
borrowers
or otherwise, statements regarding the availability of the Servicer's
counseling
services
with respect to refinancing mortgage loans.
ARTICLE
IV
FLOW
OF
FUNDS
SECTION
4.01 Distributions.
(a) (I)
On
each Distribution Date, the Trustee shall, first, withdraw from the Distribution
Account an amount equal to the Credit Risk Manager Fee for such Distribution
Date and shall pay such amount to the Credit Risk Manager and, then, withdraw
that portion of Available Funds for such Distribution Date consisting of
the
Group I Interest Remittance Amount for such Distribution Date, and make
the
following disbursements and transfers in the order of priority described
below,
in each case to the extent of the Group I Interest Remittance Amount remaining
for such Distribution Date:
(i) to
the
Holders of the Group I Certificates, the Monthly Interest Distributable
Amount
and the Unpaid Interest Shortfall Amount, if any, for such Class;
and
(ii) concurrently,
to the Holders of the Group II Certificates, on a pro rata basis based
on the
entitlement of each such Class, an amount equal to the excess, if any,
of (x)
the amount required to be distributed pursuant to Section 4.01(a)(II)(i)
below
for such Distribution Date over (y) the amount actually distributed pursuant
to
such clause from the Group II Interest Remittance Amount.
(II) On
each
Distribution Date the Trustee shall withdraw from the Distribution Account
that
portion of Available Funds for such Distribution Date consisting of the
Group II
Interest Remittance Amount for such Distribution Date, and make the following
disbursements and transfers in the order of priority described below, in
each
case to the extent of the Group II Interest Remittance Amount remaining
for such
Distribution Date.
(i) concurrently,
to the Holders of the Group II Certificates, on a pro rata basis based
on the
entitlement of each such Class, the Monthly Interest Distributable Amount
and
the Unpaid Interest Shortfall Amount, if any, for each such Class;
and
(ii) to
the
Holders of the Group I Certificates, an amount equal to the excess, if
any, of
(x) the amount required to be distributed pursuant to Section 4.01(a)(I)(i)
above for such Distribution Date over (y) the amount actually distributed
pursuant to such clause from the Group I Interest Remittance
Amount.
(III) On
each
Distribution Date, distributions to the extent of the sum of the Group
I
Interest Remittance Amount and the Group II Interest Remittance Amount
remaining
undistributed for such Distribution Date shall be distributed sequentially,
to
the Holders of the Class M-1 Certificates, the Class M-2 Certificates,
the Class
M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates,
the
Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates,
the Class M-9 Certificates and the Class M-10 Certificates, in that order,
in an
amount equal to the Monthly Interest Distributable Amount for each such
Class.
(b) (I) On
each
Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event
is in effect, distributions in respect of principal to the extent of the
Group I
Principal Distribution Amount shall be made in the following amounts and
order
of priority:
(i) to
the
Holders of the Group I Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; and
(ii) after
taking into account the amount distributed to the Holders of the Group
II
Certificates pursuant to Section 4.01(b)(II)(i) below on such Distribution
Date,
to the Holders of the Group II Certificates (allocated among the Group
II
Certificates in the priority described below), until the Certificate Principal
Balances thereof 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, distributions in respect of principal to the extent of the
Group
II Principal Distribution Amount shall be made in the following amounts
and
order of priority:
(i) to
the
Holders of the Group II Certificates (allocated among Group II Certificates
in
the priority described below), until the Certificate Principal Balances
thereof
have been reduced to zero; and
(ii) after
taking into account the amount distributed to the Holders of the Group
I
Certificates pursuant to Section 4.01(b)(I)(i) above on such Distribution
Date,
to the Holders of the Group I Certificates, until the Certificate Principal
Balance thereof 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, distributions in respect of principal to the extent of 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 sequentially, to the Holders of the Class M-1 Certificates,
the
Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates,
the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7
Certificates, the Class M-8 Certificates, the Class M-9 Certificates and
the
Class M-10 Certificates, in that order, in each case, until the Certificate
Principal Balance thereof 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, distributions in respect of principal to the extent
of
the Group I Principal Distribution Amount shall be made in the following
amounts
and order of priority:
(i) to
the
Holders of the Group I Certificates, the Group I Senior Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced
to zero;
and
(ii) to
the
Holders of the Group II Certificates (allocated among Group II Certificates
in
the priority described below), an amount equal to the excess, if any, of
(x) the
amount required to be distributed pursuant to Section 4.01(c)(V)(i) below
for
such Distribution Date over (y) the amount actually distributed pursuant
to
Section 4.01(c)(V)(i) below from the Group II Principal Distribution Amount
on
such Distribution Date.
(V) On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which a
Trigger
Event is not in effect, distributions in respect of principal to the extent
of
the Group II Principal Distribution Amount shall be made in the following
amounts and order of priority:
(i) to
the
Holders of the Group II Certificates (allocated among Group II Certificates
in
the priority described below), the Group II Senior Principal Distribution
Amount
until the Certificate Principal Balances thereof have been reduced to zero;
and
(ii) to
the
Holders of the Group I Certificates, an amount equal to the excess, if
any, of
(x) the amount required to be distributed pursuant to Section 4.01(c)(IV)(i)
above for such Distribution Date over (y) the amount actually distributed
pursuant to Section 4.01(c)(IV)(i) above from the Group I Principal Distribution
Amount on such Distribution Date.
(VI) On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which a
Trigger
Event is not in effect, distributions in respect of principal to the extent
of
the sum of the Group I Principal Distribution Amount and the Group II Principal
Distribution Amount remaining undistributed for such Distribution Date
shall be
made in the following amounts and order of priority:
(i) sequentially,
to the Holders of the Class M-1 Certificates, Class M-2 Certificates and
Class
M-3 Certificates, in that order, the Class M-1/M-2/M-3 Principal Distribution
Amount until the Certificate Principal Balances thereof have been reduced
to
zero;
(ii) 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;
(iii) 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;
(iv) 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;
(v) 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;
(vi) 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;
(vii) 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;
and
(viii) 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.
With
respect to the Group II Certificates, all principal distributions will
be
distributed sequentially, first, to the Holders of the Class II-A-1
Certificates, until the Certificate Principal Balance of the Class II-A-1
Certificates has been reduced to zero; second, to the Holders of the Class
II-A-2 Certificates, until the Certificate Principal Balance of the Class
II-A-2
Certificates has been reduced to zero; third, to the Holders of the Class
II-A-3
Certificates, until the Certificate Principal Balance of the Class II-A-3
Certificates has been reduced to zero and fourth, to the Holders of the
Class
II-A-4 Certificates, until the Certificate Principal Balance of the Class
II-A-4
Certificates has been reduced to zero; provided, however, on any Distribution
Date on which the aggregate Certificate Principal Balance of the Mezzanine
Certificates and the Class C Certificates have been reduced to zero, all
principal distributions will be distributed concurrently, to the holders
of the
Group II Certificates, on a pro rata basis based on the Certificate Principal
Balance of each such class.
(c) On
each
Distribution Date, the Net Monthly Excess Cashflow shall be distributed
as
follows:
(i) to
the
Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, in an amount equal to any Extra
Principal
Distribution Amount, distributable to such Holders as part of the Group
I
Principal Distribution Amount and/or the Group II Principal Distribution
Amount
as described under Section 4.01(b) above;
(ii) sequentially,
to the Holders 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 and Class M-10 Certificates in that order, in each case, first,
up
to the Unpaid Interest Shortfall Amount for each such Class and second,
up to
the Allocated Realized Loss Amount, for each such Class;
(iii) to
the
Net WAC Rate Carryover Reserve Account, the aggregate of any Net WAC Rate
Carryover Amounts for the Floating Rate Certificates after taking into
account
amounts, if any, received under the Basis Risk Cap Agreement;
(iv) to
the
Swap Provider, any Swap Termination Payments resulting from a Swap Provider
Trigger Event;
(v) to
the
Holders of the Class C Certificates, (a) the Monthly Interest Distributable
Amount and any Overcollateralization Release Amount for such Distribution
Date
and (b) on any Distribution Date on which the Certificate Principal Balances
of
the Class A Certificates and Mezzanine Certificates have been reduced to
zero,
any remaining amounts in reduction of the Certificate Principal Balance
of the
Class C Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero (and for federal and state income tax purposes, such total
amounts shall be treated as amounts distributed by REMIC 4 to the Holder
of the
Class C Interest and by REMIC 5 to the Holder of the Class C
Certificates);
(vi) if
such
Distribution Date follows the Prepayment Period during which occurs the
latest
date on which a Prepayment Charge may be required to be paid in respect
of any
Mortgage Loans, to the Holders of the Class P Certificates, in reduction
of the
Certificate Principal Balance thereof, until the Certificate Principal
Balance
thereof is reduced to zero (and for federal and state income tax purposes,
such
total amounts shall be treated as amounts distributed by REMIC 4 to the
Holder
of the Class P Interest and by REMIC 6 to the Holder of the Class P
Certificates); and
(vii) any
remaining amounts to the Holders of the Residual Certificates (in respect
of the
Class R-4 Interest).
(d) On
each
Distribution Date, after making the distributions of the Available Funds
as set
forth above, the Trustee shall withdraw from the Net WAC Rate Carryover
Reserve
Account, to the extent of amounts remaining on deposit therein, the aggregate
of
any Net WAC Rate Carryover Amounts for such Distribution Date and distribute
such amount in the following order of priority:
(i) concurrently,
to each Class of Class A Certificates, the related Cap Amount, from payments
made under the Basis Risk Cap Agreement, in each case up to a maximum amount
equal to the related Net WAC Rate Carryover Amount for such Distribution
Date;
(ii) sequentially,
to the Class M-1 Certificates,
Class
M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class
M-5
Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8
Certificates, Class M-9 Certificates and Class M-10 Certificates, in that
order,
the related Cap Amount, from payments made under the Basis Risk Cap Agreement,
in each case up to a maximum amount equal to the related Net WAC Rate Carryover
Amount for such Distribution Date;
(iii) concurrently,
to each Class of Class A Certificates,
the
related Net WAC Rate Carryover Amount remaining undistributed pursuant
to clause
(i) above, on a pro rata basis based on such respective remaining Net WAC
Rate
Carryover Amounts; and
(iv) sequentially,
to the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates,
Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates,
Class
M-7 Certificates, Class M-8 Certificates, Class M-9 Certificates and Class
M-10
Certificates, in that order, the related Net WAC Rate Carryover Amount
remaining
undistributed pursuant to clause (ii) above.
(e) On
each
Distribution Date, after making the distributions of the Available Funds,
Net
Monthly Excess Cashflow and amounts on deposit in the Net WAC Rate Carryover
Reserve Account as set forth above, the Trustee shall distribute the amount
on
deposit in the Swap Account as follows:
(i) to
the
Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant
to the
Interest Rate Swap Agreement for such Distribution Date;
(ii) to
the
Swap Provider, any Swap Termination Payment owed to the Swap Provider not
due to
a Swap Provider Trigger Event pursuant to the Interest Rate Swap
Agreement;
(iii) concurrently,
to each Class of Class A Certificates, the related Monthly Interest
Distributable Amount and Unpaid Interest Shortfall Amount remaining
undistributed, on a pro rata basis based on such respective remaining Monthly
Interest Distributable Amount and Unpaid Interest Shortfall Amount;
(iv) 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 and Class M-10 Certificates, in that order, the
related Monthly Interest Distributable Amount and Unpaid Interest Shortfall
Amount, to the extent remaining undistributed;
(v) to
the
Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, in an amount equal to any Extra
Principal
Distribution Amount, distributable to such Holders as part of the Group
I
Principal Distribution Amount and/or the Group II Principal Distribution
Amount;
(vi) 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 and Class M-10 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;
(vii) concurrently,
to each Class of Class A Certificates, the related Net WAC Rate Carryover
Amount, to the extent remaining undistributed, on a pro rata basis based
on such
respective Net WAC Rate Carryover Amounts remaining;
(viii) 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 and Class M-10 Certificates, in that order, the
related Net WAC Rate Carryover Amount, to the extent remaining undistributed;
and
(ix) any
remaining amounts to the Holders of the Class C Certificates.
(f) On
each
Distribution Date, after making the distributions of the Available Funds,
Net
Monthly Excess Cashflow, amounts on deposit in the Net WAC Rate Carryover
Reserve Account and amounts on deposit in the Swap Account as set forth
above,
the Trustee shall distribute the amount on deposit in the Cap Account as
follows:
(i) concurrently,
to each Class of Class A Certificates, the related Monthly Interest
Distributable Amount and Unpaid Interest Shortfall Amount remaining
undistributed, on a pro rata basis based on such respective remaining Monthly
Interest Distributable Amount and Unpaid Interest Shortfall Amount;
(ii) 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 and Class M-10 Certificates, in that order, the
related Monthly Interest Distributable Amount and Unpaid Interest Shortfall
Amount, to the extent remaining undistributed;
(iii) to
the
Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, in an amount equal to any Extra
Principal
Distribution Amount, distributable to such Holders as part of the Group
I
Principal Distribution Amount and/or the Group II Principal Distribution
Amount;
(iv) 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 and Class M-10 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;
(v) concurrently,
to each Class of Class A Certificates, the related Net WAC Rate Carryover
Amount, to the extent remaining undistributed, on a pro rata basis based
on such
respective Net WAC Rate Carryover Amounts remaining;
(vi) 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 and Class M-10 Certificates, in that order, the
related Net WAC Rate Carryover Amount, to the extent remaining undistributed;
and
(vii) any
remaining amounts to the Holders of the Class C Certificates.
(g) On
each
Distribution Date, all amounts representing Prepayment Charges in respect
of the
Mortgage Loans received during the related Prepayment Period and any Servicer
Prepayment Charge Payment Amounts paid by the Servicer during the related
Prepayment Period will be withdrawn from the Distribution Account and
distributed by the Trustee to the Holders of the Class P Certificates and
shall
not be available for distribution to the Holders of any other Class of
Certificates. The payment of the foregoing amounts to the Holders of the
Class P
Certificates shall not reduce the Certificate Principal Balances
thereof.
(h) The
Trustee shall make distributions in respect of a Distribution Date to each
Certificateholder of record on the related Record Date (other than as provided
in Section 10.01 respecting the final distribution), in the case of
Certificateholders of the Regular Certificates, by check or money order
mailed
to such Certificateholder at the address appearing in the Certificate Register,
or by wire transfer. Distributions among Certificateholders shall be made
in
proportion to the Percentage Interests evidenced by the Certificates held
by
such Certificateholders.
(i) Each
distribution with respect to a Book-Entry Certificate shall be paid to
the
Depository, which shall credit the amount of such distribution to the accounts
of its Depository Participants in accordance with its normal procedures.
Each
Depository Participant shall be responsible for disbursing such distribution
to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
it acts as agent. Each brokerage firm shall be responsible for disbursing
funds
to the Certificate Owners that it represents. All such credits and disbursements
with respect to a Book-Entry Certificate are to be made by the Depository
and
the Depository Participants in accordance with the provisions of the
Certificates. None of the Trustee, the Depositor or the Servicer shall
have any
responsibility therefor except as otherwise provided by applicable
law.
On
each
Distribution Date, following the foregoing distributions, an amount equal
to the
amount of Subsequent Recoveries deposited into the Collection Account pursuant
to Section 3.10 shall be applied to increase the Certificate Principal
Balance
of the Class of Certificates with the Highest Priority up to the extent
of such
Realized Losses previously allocated to that Class of Certificates pursuant
to
Section 4.08. An amount equal to the amount of any remaining Subsequent
Recoveries shall be applied to increase the Certificate Principal Balance
of the
Class of Certificates with the next Highest Priority, up to the amount
of such
Realized Losses previously allocated to that Class of Certificates pursuant
to
Section 4.08. Holders of such Certificates will not be entitled to any
distribution in respect of interest on the amount of such increases for
any
Interest Accrual Period preceding the Distribution Date on which such increase
occurs. Any such increases shall be applied to the Certificate Principal
Balance
of each Certificate of such Class in accordance with its respective Percentage
Interest.
(j) It
is the
intention of all of the parties hereto that the Class C Certificates receive
all
principal and interest received by the Trust on the Mortgage Loans that
is not
otherwise distributable to any other Class of Regular Certificates or REMIC
Regular Interests and that the Residual Certificates are to receive no
principal
and interest. If the Trustee determines that the Residual Certificates
are
entitled to any distributions, the Trustee, prior to any such distribution
to
any Residual Certificate, shall notify the Depositor of such impending
distribution but shall make such distribution in accordance with the terms
of
this Agreement until this Agreement is amended as specified in the following
sentence. Upon such notification, the Depositor will request an amendment
to the
Pooling and Servicing Agreement to revise such mistake in the distribution
provisions. The Residual Certificate Holders, by acceptance of their
Certificates, and the Servicer(s), hereby agree to any such amendment and
no
further consent shall be necessary, notwithstanding anything to the contrary
in
Section 11.01 of this Pooling and Servicing Agreement; provided, however,
that
such amendment shall otherwise comply with Section 11.01 hereof.
SECTION
4.02 [Reserved].
SECTION
4.03 Statements.
(a) On
each
Distribution Date, based, as applicable, on information provided to it
by the
Servicer, the Trustee shall prepare and make available to each Holder of
the
Regular Certificates, the NIMS Insurer, the Servicer and the Rating Agencies,
a
statement as to the distributions made on such Distribution Date:
(i) the
amount of the distribution made on such Distribution Date to the Holders
of each
Class of Regular Certificates, separately identified, allocable to principal
and
the amount of the distribution made to the Holders of the Class P Certificates
allocable to Prepayment Charges and Servicer Prepayment Charge Payment
Amounts;
(ii) the
amount of the distribution made on such Distribution Date to the Holders
of each
Class of Regular Certificates (other than the Class P Certificates) allocable
to
interest, separately identified;
(iii) the
Net
Monthly Excess Cashflow, the Overcollateralized Amount, the
Overcollateralization Release Amount, the Overcollateralization Deficiency
Amount and the Overcollateralization Target Amount, the Class M-1 Credit
Enhancement Percentage and the Credit Enhancement Percentage as of such
Distribution Date and the Excess Overcollateralized Amount for the Mortgage
Pool
for such Distribution Date;
(iv) the
fees
and expenses of the Trust Fund accrued and paid on such Distribution Date
and to
whom such fees and expenses were paid;
(v) the
aggregate amount of Advances for the related Due Period (including the
general
purpose of such Advances);
(vi) the
aggregate Principal Balance of the Mortgage Loans and any REO Properties
as of
the end of the relted Due Period;
(vii) the
aggregate Principal Balance of any 2nd
lien
Mortgage Loans;
(viii) the
number, aggregate Stated Principal Balance, weighted average remaining
term to
maturity and weighted average Mortgage Rate of the Mortgage Loans as of
the
related Determination Date and the number and aggregate Stated Principal
Balance
of all Subsequent Mortgage Loans added during the Funding Period;
(ix) the
number and aggregate unpaid Stated Principal Balance of Mortgage Loans
that were
(A) Delinquent (exclusive of Mortgage Loans in bankruptcy or foreclosure
and REO
Properties) (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days,
(B) as
to which foreclosure proceedings have been commenced and Delinquent (1)
30 to 59
days, (2) 60 to 89 days and (3) 90 or more days, (C) in bankruptcy and
Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days,
in each
case as of the Close of Business on the last day of the calendar month
preceding
such Distribution Date and (D) REO Properties, as well as the aggregate
principal balance of Mortgage Loans that were liquidated and the net proceeds
resulting therefrom;
(x) the
total
number and cumulative Stated Principal Balance of all REO Properties as
of the
Close of Business of the last day of the calendar month preceding the related
Distribution Date;
(xi) the
aggregate amount of Principal Prepayments made during the related Prepayment
Period, separately indicating Principal Prepayments in full and Principal
Prepayments in part;
(xii) the
Delinquency Percentage;
(xiii) the
aggregate amount of Realized Losses incurred during the related Prepayment
Period and the cumulative amount of Realized Losses and the aggregate amount
of
Subsequent Recoveries received during the related Prepayment Period and
the
cumulative amount of Subsequent Recoveries received since the Closing
Date;
(xiv) the
aggregate amount of extraordinary Trust Fund expenses withdrawn from the
Collection Account or the Distribution Account for such Distribution
Date;
(xv) the
Certificate Principal Balance of each Class of Class A Certificates, Mezzanine
Certificates and the Class C Certificates, before and after giving effect
to the
distributions, and allocations of Realized Losses, made on such Distribution
Date;
(xvi) the
Monthly Interest Distributable Amount in respect of each Class of Class
A
Certificates, Mezzanine Certificates and the Class C Certificates for such
Distribution Date and the Unpaid Interest Shortfall Amount, if any, with
respect
to each Class of Class A Certificates, Mezzanine Certificates and the Class
C
Certificates for such Distribution Date;
(xvii) the
aggregate amount of any Prepayment Interest Shortfalls for such Distribution
Date, to the extent not covered by payments by the Servicer pursuant to
Section
3.24;
(xviii) the
Net
WAC Rate Carryover Amount for each Class of Class A Certificates and Mezzanine
Certificates, if any, for such Distribution Date and the amount remaining
unpaid
after reimbursements therefor on such Distribution Date;
(xix) whether
the Stepdown Date or a Trigger Event has occurred and the Realized Loss
Percentage for such Distribution Date;
(xx) the
total
cashflows received and the general sources thereof (including amounts received
from the Supplemental Interest Trust Trustee under the Interest Rate Swap
Agreement, from the Cap Trustee under the Interest Rate Cap Agreement and
under
the Basis Risk Cap Agreement);
(xxi) the
respective Pass-Through Rates applicable to each Class of Class A Certificates,
Mezzanine Certificates and the Class C Certificates for such Distribution
Date
and the Pass-Through Rate applicable to each Class of Class A Certificates
and
Mezzanine Certificates for the immediately succeeding Distribution
Date;
(xxii) payments,
if any, made under the Interest Rate Cap Contract and the amount distributed
to
each Class of Certificates from payments made under the Interest Rate Cap
Contract;
(xxiii) the
amount of any Net Swap Payments or Swap Termination Payments;
(xxiv) the
applicable Record Dates, Accrual Periods and Determination Dates for calculating
distributions for such Distribution Date;
(xxv) the
amount on deposit in the Pre-Funding Accounts and the Interest Coverage
Accounts; and
(xxvi) for
the
distribution occurring on the Distribution Date immediately following the
end of
the Funding Period, the balance on deposit in the Group I Pre-Funding Account
and/or the Group II Pre-Funding Account that has not been used to purchase
Subsequent Group I Mortgage Loans and/or Subsequent Group II Mortgage Loans,
as
applicable, and that is being distributed to the related Class A Certificates
as
a mandatory distribution of principal, if any, on such Distribution
Date.
The
Trustee will make such statement (and, at its option, any additional files
containing the same information in an alternative format) available each
month
to Certificateholders, the NIMS Insurer, the Credit Risk Manager 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 customer service desk at
(000) 000-0000. Parties that are unable to use the above distribution option
are
entitled to have a paper copy mailed to them via first class mail by calling
the
customer service desk and indicating such. The Trustee shall have the right
to
change the way such statements are distributed in order to make such
distribution more convenient and/or more accessible to the above parties
and the
Trustee shall provide timely and adequate notification to all above parties
regarding any such changes. As a condition to access to the Trustee’s internet
website, the Trustee may require registration and the acceptance of a
disclaimer. The Trustee will not be liable for the dissemination of information
in accordance with this Agreement. The Trustee shall also be entitled to
rely on
but shall not be responsible for the content or accuracy of any information
provided by third parties for purposes of preparing the Distribution Date
statement and may affix thereto any disclaimer it deems appropriate in
its
reasonable discretion (without suggesting liability on the part of any
other
party thereto).
For
all
purposes of this Agreement, with respect to any Mortgage Loan, delinquencies
shall be determined by the Trustee from information provided by the Servicer
and
reported by the Trustee based on the OTS methodology for determining
delinquencies on mortgage loans similar to the Mortgage Loans. By way of
example, a Mortgage Loan would be delinquent with respect to a Scheduled
Payment
due on a Due Date if such Scheduled Payment is not made by the close of
business
on the Mortgage Loan’s next succeeding Due Date, and a Mortgage Loan would be
more than 30-days Delinquent with respect to such Scheduled Payment if
such
Scheduled Payment were not made by the close of business on the Mortgage
Loan’s
second succeeding Due Date. The Servicer hereby represents and warrants
to the
Depositor that it is not subject to any delinquency recognition policy
established by its safety and soundness regulators.
In
the
case of information furnished pursuant to subclauses (i) and (ii) above,
the
amounts shall be expressed in a separate section of the report as a dollar
amount for each Class for each $1,000 original dollar amount as of the
Cut-off
Date.
(b) Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall, upon written request, furnish to the NIMS Insurer and each Person
who at
any time during the calendar year was a Certificateholder of a Regular
Certificate, if requested in writing by such Person, such information as
is
reasonably necessary to provide to such Person a statement containing the
information set forth in subclauses (i) and (ii) above, aggregated for
such
calendar year or applicable portion thereof during which such Person was
a
Certificateholder. Such obligation of the Trustee shall be deemed to have
been
satisfied to the extent that substantially comparable information shall
be
prepared and furnished by the Trustee to Certificateholders pursuant to
any
requirements of the Code as are in force from time to time.
(c) On
each
Distribution Date, the Trustee shall make available to the NIMS Insurer
and the
Residual Certificateholders a copy of the reports forwarded to the Regular
Certificateholders in respect of such Distribution Date with such other
information as the Trustee deems necessary or appropriate.
(d) Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall
deliver to the NIMS Insurer, upon request, and each Person who at any time
during the calendar year was a Residual Certificateholder, if requested
in
writing by such Person, such information as is reasonably necessary to
provide
to such Person a statement containing the information provided pursuant
to the
previous paragraph aggregated for such calendar year or applicable portion
thereof during which such Person was a Residual Certificateholder. Such
obligation of the Trustee shall be deemed to have been satisfied to the
extent
that substantially comparable information shall be prepared and furnished
to
Certificateholders by the Trustee pursuant to any requirements of the Code
as
from time to time in force.
SECTION
4.04 Remittance
Reports; Advances.
(a) On
the
third Business Day following each Determination Date, the Servicer shall
deliver
to the Trustee and the Trustee shall make available to the NIMS Insurer,
by
telecopy or electronic mail (or by such other means as the Servicer and
the
Trustee may agree from time to time) a Remittance Report with respect to
the
related Distribution Date, which Remittance Reports the Trustee shall use
in
preparing the statement pursuant to Section 4.03. The Servicer shall deliver
or
cause to be delivered to the Trustee in addition to the information provided
on
the Remittance Report, such other information reasonably available to it
with
respect to the Mortgage Loans as the Trustee may reasonably require to
perform
the calculations necessary to (i) make the distributions contemplated by
Section
4.01, (ii) to prepare the statements to Certificateholders contemplated
by
Section 4.03 and (iii) to prepare the Form 10-D contemplated by Section
4.07.
The Trustee shall not be responsible to recompute, recalculate or verify
any
information provided to it by the Servicer.
(b) The
amount of Advances to be made by the Servicer for any Distribution Date
shall
equal, subject to Section 4.04(d), the sum of (i) the aggregate amount
of
Monthly Payments (net of the related Servicing Fee), due during the related
Due
Period in respect of the Mortgage Loans, which Monthly Payments were delinquent
on a contractual basis as of the Close of Business on the related Determination
Date and (ii) with respect to each REO Property, which REO Property was
acquired
during or prior to the related Due Period and as to which REO Property
an REO
Disposition did not occur during the related Due Period, an amount equal
to the
excess, if any, of the REO Imputed Interest on such REO Property for the
most
recently ended calendar month, over the net income from such REO Property
transferred to the Distribution Account pursuant to Section 3.23 for
distribution on such Distribution Date. For purposes of the preceding sentence,
the Monthly Payment on each Balloon Mortgage Loan with a delinquent Balloon
Payment is equal to the assumed monthly payment that would have been due
on the
related Due Date based on the original principal amortization schedule
for such
Balloon Mortgage Loan.
On
or
before the Servicer Remittance Date, the Servicer shall remit in immediately
available funds to the Trustee for deposit in the Distribution Account
an amount
equal to the aggregate amount of Advances, if any, to be made in respect
of the
Mortgage Loans and REO Properties for the related Distribution Date either
(i)
from its own funds or (ii) from the Collection Account, to the extent of
funds
held therein for future distribution (in which case it will cause to be
made an
appropriate entry in the records of Collection Account that amounts held
for
future distribution have been, as permitted by this Section 4.04, used
by the
Servicer in discharge of any such Advance) or (iii) in the form of any
combination of (i) and (ii) aggregating the total amount of Advances to
be made
by the Servicer with respect to the Mortgage Loans and REO Properties.
Any
amounts held for future distribution used by the Servicer to make an Advance
as
permitted in the preceding sentence or withdrawn by the Servicer as permitted
in
Section 3.11(a)(ii) in reimbursement for Advances previously made shall
be
appropriately reflected in the Servicer’s records and replaced by the Servicer
by deposit in the Collection Account on or before any future Servicer Remittance
Date to the extent that the Available Funds for the related Distribution
Date
(determined without regard to Advances to be made on the Servicer Remittance
Date) shall be less than the total amount that would be distributed to
the
Classes of Certificateholders pursuant to Section 4.01 on such Distribution
Date
if such amounts held for future distributions had not been so used to make
Advances. The Trustee will provide notice to the NIMS Insurer and the Servicer
by telecopy by the Close of Business on any Servicer Remittance Date in
the
event that the amount remitted by the Servicer to the Trustee on such date
is
less than the Advances required to be made by the Servicer for the related
Distribution Date, as set forth in the related Remittance Report.
(c) The
obligation of the Servicer to make such Advances is mandatory, notwithstanding
any other provision of this Agreement but subject to (d) below, and, with
respect to any Mortgage Loan, shall continue until the Mortgage Loan is
paid in
full or until all Liquidation Proceeds thereon have been recovered, or
a Final
Recovery Determination has been made thereon.
(d) Notwithstanding
anything herein to the contrary, no Advance or Servicing Advance shall
be
required to be made hereunder by the Servicer if such Advance or Servicing
Advance would, if made, constitute a Nonrecoverable Advance. The determination
by the Servicer that it has made a Nonrecoverable Advance or that any proposed
Advance or Servicing Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by an Officers’ Certificate of the Servicer
delivered to the NIMS Insurer, the Depositor and the Trustee.
SECTION
4.05 Swap
Account.
(a) On
the
Closing Date, there is hereby established a separate trust (the “Supplemental
Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap
Agreement. The Supplemental Interest Trust shall be maintained by the
Supplemental Interest Trust Trustee, who initially, shall be the Trustee.
No
later than the Closing Date, the Supplemental Interest Trust Trustee shall
establish and maintain a separate, segregated non-interest bearing trust
account
to be held in the Supplemental Interest Trust, titled, “Swap Account, Deutsche
Bank National Trust Company, as Supplemental Interest Trust Trustee, in
trust
for the registered Certificateholders of Fremont Home Loan Trust 2006-3,
Asset-Backed Certificates, Series 2006-3.” Such account shall be an Eligible
Account and funds on deposit therein shall be held separate and apart from,
and
shall not be commingled with, any other moneys, including, without limitation,
other moneys of the Trustee held pursuant to this Agreement. Amounts therein
shall be held uninvested.
(b) On
each
Distribution Date, prior to any distribution to any Certificate, the
Supplemental Interest Trust Trustee shall deposit into the Swap Account:
(i) the
amount of any Net Swap Payment or Swap Termination Payment (other than
any Swap
Termination Payment resulting from a Swap Provider Trigger Event) owed
to the
Swap Provider (after taking into account any upfront payment received from
the
counterparty to a replacement interest rate swap agreement) from funds
collected
and received with respect to the Mortgage Loans prior to the determination
of
Available Funds and (ii) amounts received by the Supplemental Interest
Trust
Trustee from the Swap Provider, for distribution in accordance with Section
4.01(e) hereof. For federal income tax purposes, any amounts paid to the
Swap
Provider on each Distribution Date shall first be deemed paid to the Swap
Provider in respect of REMIC 7 Regular Interest SWAP IO to the extent of
the
amount distributable on REMIC 7 Regular Interest SWAP IO on such Distribution
Date, and any remaining amount shall be deemed paid to the Swap Provider
in
respect of a Class IO Distribution Amount (as defined below).
(c) It
is the
intention of the parties hereto that, for federal and state income and
state and
local franchise tax purposes, the Supplemental Interest Trust be disregarded
as
an entity separate from the Holder of the Class C Certificates unless and
until
the date when either (a) there is more than one Class C Certificateholder
or (b)
any Class of Certificates in addition to the Class C Certificates is
recharacterized as an equity interest in the Supplemental Interest Trust
for
federal income tax purposes, in which case it is the intention of the parties
hereto that, for federal and state income and state and local franchise
tax
purposes, the Supplemental Interest Trust be treated as a partnership.
The
Supplemental Interest Trust will be an “outside reserve fund” within the meaning
of Treasury Regulation Section 1.860G-2(h)..
(d) To
the
extent that the Supplemental Interest Trust is determined to be a separate
legal
entity from the Supplemental Interest Trust Trustee, any obligation of
the
Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
shall
be deemed to be an obligation of the Supplemental Interest Trust.
(e) The
Trustee shall treat the Holders of Certificates (other than the Class P,
Class
C, Class R and Class R-X Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class C Certificates.
Pursuant to each such notional principal contract, all Holders of Certificates
(other than the Class P, Class C, Class R and Class R-X Certificates) shall
be
treated as having agreed to pay, on each Distribution Date, to the Holder
of the
Class C Certificates an aggregate amount equal to the excess, if any, of
(i) the
amount payable on such Distribution Date on the REMIC 4 Regular Interest
corresponding to such Class of Certificates over (ii) the amount payable
on such
Class of Certificates on such Distribution Date (such excess, a “Class IO
Distribution Amount”). A Class IO Distribution Amount payable from interest
collections shall be allocated pro rata among such Certificates based on
the
excess of (a) the amount of interest otherwise payable to such Certificates
over
(ii) the amount of interest payable to such Certificates at a per annum
rate
equal to the Net WAC Rate, and a Class IO Distribution Amount payable from
principal collections shall be allocated to the most subordinate Class
of
Certificates with an outstanding principal balance to the extent of such
balance. In addition, pursuant to such notional principal contract, the
Holder
of the Class C Certificates shall be treated as having agreed to pay Net
WAC
Rate Carryover Amounts to the Holders of the Certificates (other than the
Class
CE, Class P and Class R 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,
Class R and Class R-X Certificates) of a Class IO Distribution Amount shall
be
treated for tax purposes as having been received by the Holders of such
Certificates in respect of their interests in REMIC 4 and as having been
paid by
such Holders to the Supplemental Interest Trust Trustee pursuant to the
notional
principal contract. Thus, each Certificate (other than the Class P, Class
R and
Class R-X Certificates) shall be treated as representing not only ownership
of
Regular Interests in REMIC 4, but also ownership of an interest in, and
obligations with respect to, a notional principal contract.
(f) For
federal tax return and information reporting, the right of the Holders
of the
Floating Rate Certificates to receive payments from the Supplemental Interest
Trust may have more than a de minimis value. The value of such amount,
if any,
may be obtained from the Trustee upon request, provided that the Trustee
has
received such information from the Underwriters.
SECTION
4.06 Tax
Treatment of Swap Payments and Swap Termination Payments.
For
federal income tax purposes, each holder of a Class A and 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 Mezzanine Certificate
will be treated as receiving their entire payment from REMIC 4 (regardless
of
any Swap Termination Payment or obligation under the Interest Rate Swap
Agreement) and subsequently paying their portion of any Swap Termination
Payment
in respect of each such Class’ obligation under the Interest Rate Swap
Agreement. In the event that any such Class is resecuritized in a REMIC,
the
obligation under the Interest Rate Swap Agreement to pay any such Swap
Termination Payment (or any shortfall in Swap Provider Fee), will be made
by one
or more of the REMIC Regular Interests issued by the resecuritization REMIC
subsequent to such REMIC Regular Interest receiving its full payment from
any
such Class A or Mezzanine Certificate.
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 Rate computed for this purpose by limiting the Base Calculation
Amount
of the Interest Rate Swap Agreement to the aggregate Stated Principal Balance
of
the Mortgage Loans and (ii) any Swap Termination Payment will be treated
as
being payable solely from Net Monthly Excess Cashflow. As a result of the
foregoing, the amount of distributions and taxable income on the REMIC
regular
interest corresponding to a Class A or Mezzanine Certificate may exceed
the
actual amount of distributions on such Certificate
SECTION
4.07 Commission
Reporting.
(a) The
Trustee, the Servicer and the Credit Risk Manager shall reasonably cooperate
with the Depositor in connection with the Trust’s satisfying the reporting
requirements under the Exchange Act.
(b) (i)
Within 12 days after each Distribution Date, the Trustee shall, in accordance
with industry standards, file with the Commission via the Electronic Data
Gathering and Retrieval System (“XXXXX”), a Distribution Report on Form 10-D,
signed by the Depositor, with a copy of (x) the monthly statement to be
furnished by the Trustee to the Certificateholders for such Distribution
Date
and (y) the reports prepared by the Credit Risk Manager pursuant to Section
6.09. Any disclosure in addition to the monthly statement required to be
included on the Form 10-D (“Additional Form 10-D Disclosure”) shall be
determined and prepared by the entity that is indicated in Exhibit T as
the
responsible party for providing that information, if other than the Trustee,
and
the Trustee will have no duty or liability to verify the accuracy or sufficiency
of any such Additional Form 10-D Disclosure and the Trustee shall have
no
liability with respect to any failure to properly prepare or file such
Form 10-D
resulting from or relating to the Trustee’s inability or failure to obtain any
information in a timely manner from the party responsible for delivery
of such
Additional Form 10-D Disclosure.
Within
3
calendar days after the related Distribution Date, each entity that is
indicated
in Exhibit T as the responsible party for providing Additional Form 10-D
Disclosure shall be required to provide to the Trustee and the Depositor,
to the
extent known, clearly identifying which item of Form 10-D the information
relates to, any Additional Form 10-D Disclosure, if applicable. Any information
to be filed on Form 10-D shall be delivered to the Trustee in XXXXX compatible
format via electronic mail to XXXXX.xxxxxxxxxxxxx@xx.xxx.
The
Trustee shall compile the information provided to it, prepare the Form
10-D and
forward the Form 10-D to the Depositor for verification. The Depositor
will
approve, as to form and substance, or disapprove, as the case may be, the
Form
10-D. No later than three Business Days prior to the 10th
calendar
day after the related Distribution Date, an officer of the Depositor shall
sign
the Form 10-D and return via electronic mail to XXXXX.xxxxxxxxxxxxx@xx.xxx
or fax
copy of such signed Form 10-D (with an original executed hard copy to follow
by
overnight mail) to the Trustee. The Trustee shall have no liability with
respect
to any failure to properly file any Form 10-D resulting from or relating
to the
Depositor’s failure to timely comply with the provisions of this
section.
(ii) Within
four (4) Business Days after the occurrence of an event requiring disclosure
on
Form 8-K (each such event, a “Reportable Event”), the Depositor shall prepare
and file any Form 8-K, as required by the Exchange Act, in addition to
the
initial Form 8-K in connection with the issuance of the Certificates. Any
disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall be
determined and prepared by the entity that is indicated in Exhibit T as
the
responsible party for providing that information.
For
so
long as the Trust is subject to the Exchange Act reporting requirements,
no
later than the end of business on the second Business Day after the occurrence
of a Reportable Event, the entity that is indicated in Exhibit T as the
responsible party for providing Form 8-K Disclosure Information shall be
required to provide to the Depositor, to the extent known, the form and
substance of any Form 8-K Disclosure Information, if applicable. The Depositor
shall compile the information provided to it, and prepare and file the
Form 8-K,
which shall be signed by an officer of the Depositor.
(iii) Prior
to
January 30 of the first year in which the Trustee is able to do so under
applicable law, the Trustee shall, in accordance with industry standards,
file a
Form 15 Suspension Notice with respect to the Trust Fund, if applicable.
On or
before (x) March 1, 2007 and (y) unless and until a Form 15 Suspension
Notice
shall have been filed, on or before March 10 of each year thereafter, the
Servicer shall provide the Trustee with an Annual Compliance Statement,
together
with a copy of the Assessment of Compliance and Attestation Report to be
delivered by the Servicer pursuant to Sections 3.20 and 3.21 (including
with
respect to any Sub-Servicer or any subcontractor, if required to be filed).
Prior to (x) March 31, 2007 and (y) unless and until a Form 15 Suspension
Notice
shall have been filed, March 31 of each year thereafter, the Trustee shall
file
a Form 10-K, in substance as required by applicable law or applicable Securities
and Exchange Commission staff’s interpretations and conforming to industry
standards, with respect to the Trust Fund. Such Form 10-K shall include
the
Assessment of Compliance, Attestation Report, Annual Compliance Statements
and
other documentation provided by the Servicer pursuant to Sections 3.20
and 3.21
(including with respect to any Sub-Servicer or subcontractor, if required
to be
filed) and Section 3.21 with respect to the Trustee and the Credit Risk
Manager,
and the Form 10-K certification in the form attached hereto as Exhibit
N-1 (the
“Certification”) signed by the senior officer of the Depositor in charge of
securitization and returned to the Trustee 3 Business Days prior to the
Form
10-K filing deadline. The Trustee shall receive the items described in
the
preceding sentence no later than March 1 of each calendar year prior to
the
filing deadline for the Form 10-K.
Any
disclosure or information in addition to that described in the preceding
paragraph that is required to be included on Form 10-K (“Additional Form 10-K
Disclosure”) shall be determined and prepared by the entity that is indicated in
Exhibit T as the responsible party for providing that information, if other
than
the Trustee, and the Trustee will have no duty or liability to verify the
accuracy or sufficiency of any such Additional Form 10-K
Disclosure.
If
information, data and exhibits to be included in the Form 10-K are not
so timely
delivered, the Trustee shall file an amended Form 10-K including such
documents as exhibits reasonably promptly after they are delivered to the
Trustee. The Trustee shall have no liability with respect to any failure
to
properly prepare or file such periodic reports resulting from or relating
to the
Trustee’s inability or failure to timely obtain any information from any other
party.
Prior
to
(x) March 1, 2007 and (y) unless and until a Form 15 Suspension Notice
shall
have been filed, prior to March 1 of each year thereafter, each entity
that is
indicated in Exhibit T as the responsible party for providing Additional
Form
10-K Disclosure shall be required to provide to the Trustee and the Depositor,
to the extent known, the form and substance of any Additional Form 10-K
Disclosure Information, if applicable. The Trustee shall compile the information
provided to it, prepare the Form 10-K and forward the Form 10-K to the
Depositor
for verification. The Depositor will approve, as to form and substance,
or
disapprove, as the case may be, the Form 10-K by no later than March 25
of the
relevant year (or the immediately preceding Business Day if March 25 is
not a
Business Day), an officer of the Depositor shall sign the Form 10-K and
return
an electronic copy to XXXxx.xxxxxxxxxxxxx@xx.xxx
of such
signed Form 10-K (with an original executed hard copy to follow by overnight
mail) to the Trustee.
The
Servicer shall be responsible for determining the pool concentration applicable
to any Sub-Servicer (contemplated by Item 1108(a)(3)) to which the Servicer
delegated any of its responsibilities with respect to the Mortgage Loans
at any
time, for purposes of disclosure as required by Items 1117 and 1119 of
Regulation AB. The Trustee will provide electronic or paper copies of all
Form
10-D, 8-K and 10-K filings free of charge to any Certificateholder upon
request.
The Trustee shall have no liability with respect to any failure to properly
file
any Form 10-K resulting from or relating to the Depositor’s failure to timely
comply with the provisions of this section.
The
Trustee shall sign a certification (in the form attached hereto as
Exhibit N-2) for the benefit of the Depositor and its officers, directors
and Affiliates in respect of items 1 through 3 of the Certification (provided,
however, that the Trustee shall not undertake an analysis of the Attestation
Report attached as an exhibit to the Form 10-K), and the Servicer shall
sign a
certification (the “Servicer Certification) solely with respect to the Servicer
(in the form attached hereto as Exhibit N-3) for the benefit of the
Depositor, the Trustee and each Person, if any, who “controls” the Depositor or
the Trustee within the meaning of the Securities Act of 1933, as amended,
and
their respective officers and directors. Each such certification shall
be
delivered to the Depositor and the Trustee by March 10th
of each
year (or if not a Business Day, the immediately preceding Business Day).
The
Certification attached hereto as Exhibit N-1 shall be delivered to the
Trustee by March 20th
for
filing on or prior to March 30th
of each
year (or if not a Business Day, the immediately preceding Business
Day).
(c) (A)
The
Trustee shall indemnify and hold harmless the Depositor, the Servicer and
their
respective officers, directors and Affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and
related costs, judgments and other costs and expenses arising out of or
based
upon (i) a breach of the Trustee’s obligations under this Section 4.07 caused by
the Trustee’s negligence, bad faith or willful misconduct in connection
therewith or (ii) any material misstatement or omission in the Assessment
of
Compliance delivered by the Trustee pursuant to Section 3.21, and (B) the
Servicer shall indemnify and hold harmless the Depositor, the Trustee and
their
respective officers, directors and Affiliates from and against any actual
losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal
fees and related costs, judgments and other costs and expenses arising
out of or
based upon (i) the failure of the Servicer to timely deliver the Servicer
Certification or (ii) any material misstatement or omission in the Statement
as
to Compliance delivered by the Servicer pursuant to Section 3.20, the Assessment
of Compliance delivered by the Servicer pursuant to Section 3.21 or the
Servicer
Certification. If the indemnification provided for herein is unavailable
or
insufficient to hold harmless the Depositor, then (i) the Trustee agrees
that it
shall contribute to the amount paid or payable by the Depositor as a result
of
the losses, claims, damages or liabilities of the Depositor in such proportion
as is appropriate to reflect the relative fault of the Depositor on the
one hand
and the Trustee on the other in connection with a breach of the Trustee’s
obligations under this Section 4.07 caused by the Trustee’s negligence, bad
faith or willful misconduct in connection therewith and (ii) the Servicer
agrees
that it shall contribute to the amount paid or payable by the Depositor
and the
Trustee as a result of the losses, claims, damages or liabilities of the
Depositor and the Trustee in such proportion as is appropriate to reflect
the
relative fault of the Depositor and the Trustee on the one hand and the
Servicer
on the other in connection with the Servicer Certification and the related
obligations of the Servicer under this Section 4.07.
(d) The
Depositor shall indemnify and hold harmless the Trustee and the Servicer
and
their respective officers, directors and affiliates from and against any
losses,
damages, penalties, fines, forefeitures, reasonable and necessary legal
fees and
related costs, judgments and other costs and expenses arising out of or
based
upon a breach of obligations of the Depositor under this Section 4.07 or
the
Depositor’s negligence, bad faith or willful misconduct in connection
therewith.
(e) The
Trustee will have no duty to verify the accuracy or sufficiency of any
information not prepared by the Trustee which is to be included in any
Form
10-D, Form 10-K or Form 8-K. The Trustee shall have no liability with respect
to
any failure to property prepare or file any Form 10-D or Form 10-K resulting
form or directly related to any failure of any other party to this Agreement
to
comply with the terms of this Agreement. Nothing herein shall be construed
to
require the Trustee or any officer, director or Affiliate thereof to sign
any
Form 10-D, Form 10-K or Form 8-K.
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
4.08Net
WAC
Rate Carryover Reserve Account.
No
later
than the Closing Date, the Trustee shall establish and maintain with itself
a
separate, segregated trust account titled, “Net WAC Rate Carryover Reserve
Account, Deutsche Bank National Trust Company, as Trustee, in trust for
registered Holders of Fremont Mortgage Loan Trust 2006-3, Asset-Backed
Certificates, Series 2006-3.” All amounts deposited in the Net WAC Rate
Carryover Reserve Account shall be distributed to the Holders of the the
Floating Rate Certificates in the manner set forth in Section
4.01(d).
On
each
Distribution Date as to which there is a Net WAC Rate Carryover Amount
payable
to the Floating Rate Certificates, the Trustee has been directed by the
Class C
Certificateholders to, and therefore will, deposit into the Net WAC Rate
Carryover Reserve Account the amounts described in Section 4.01(c)(v),
rather
than distributing such amounts to the Class C Certificateholders. In addition,
any payments received by the Trustee under the Basis Risk Cap Agreement
on each
Distribution Date will be deposited into the Net WAC Rate Carryover Reserve
Account. On each such Distribution Date, the Trustee shall hold all such
amounts
for the benefit of the Holders of the Floating Rate Certificates, and will
distribute such amounts to the Holders of the Floating Rate Certificates
in the
amounts and priorities set forth in Section 4.01(d).
On
each
Distribution Date, any amounts remaining in the Net WAC Rate Carryover
Reserve
Account (representing payments received by the Trustee under the Basis
Risk Cap
Agreement) after the payment of any Net WAC Rate Carryover Amounts on the
Floating Rate Certificates for such Distribution Date, shall be payable
to the
Trustee as additional compensation. For so long as any Floating Rate
Certificates are beneficially owned by the Depositor or any of its Affiliates,
the Depositor shall refund or cause such Affiliate to refund any amounts
paid to
it under the Basis Risk Cap Agreement to the Trustee who shall, pursuant
to the
terms of the Basis Risk Cap Agreement, return such amount to the counterparty
thereunder.
It
is the
intention of the parties hereto that, for federal and state income and
state and
local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
be
disregarded as an entity separate from the Holder of the Class C Certificates
unless and until the date when either (a) there is more than one Class
C
Certificateholder or (b) any Class of Certificates in addition to the Class
C
Certificates is recharacterized as an equity interest in the Net WAC Rate
Carryover Reserve Account for federal income tax purposes, in which case
it is
the intention of the parties hereto that, for federal and state income
and state
and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
be
treated as a partnership. All amounts deposited into the Net WAC Rate Carryover
Reserve Account (other than amounts received under the Basis Risk Cap Agreement)
shall be treated as amounts distributed by REMIC 4 to the Holder of the
Class C
Interest and by REMIC 5 to the Holder of the Class C Certificates. The
Net WAC
Rate Carryover Reserve Account will be an “outside reserve fund” within the
meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination
of the
Trust, or the payment in full of the Floating Rate Certificates, all amounts
remaining on deposit in the Net WAC Rate Carryover Reserve Account will
be
released by the Trust and distributed to the Holders of the Class C Certificates
or their designee. The Net WAC Rate Carryover Reserve Account will be part
of
the Trust but not part of any REMIC and any payments to the Holders of
the
Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be
payments with respect to a “regular interest” in a REMIC within the meaning of
Code Section 860(G)(a)(1).
By
accepting a Class C Certificate, each Class C Certificateholder hereby
agrees to
direct the Trustee, and the Trustee hereby is directed, to deposit into
the Net
WAC Rate Carryover Reserve Account the amounts described above on each
Distribution Date as to which there is any Net WAC Rate Carryover Amount
rather
than distributing such amounts to the Class C Certificateholders. By accepting
a
Class C Certificate, each Class C Certificateholder further agrees that
such
direction is given for good and valuable consideration, the receipt and
sufficiency of which is acknowledged by such acceptance.
Amounts
on deposit in the Net WAC Rate Carryover Reserve Account shall remain
uninvested.
For
federal tax return and information reporting, the right of the Holders
of the
Floating Rate Certificates to receive payments from the Net WAC Rate Carryover
Reserve Account in respect of any Net WAC Cap Carry Forward Amounts may
have
more than a de minimis value. The value of such amount, if any, may be
obtained
from the Trustee upon request, provided that the Trustee has received such
information from the Underwriters.
SECTION
4.09 Distributions
on the REMIC Regular Interests.
(a) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts which shall be deemed to be distributed by REMIC
1 to
REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-1 Interest), as the case may be:
With
respect to the Group I Mortgage Loans:
(1)(i) to
the
Holders of REMIC 1 Regular Interest LT1, REMIC 1 Regular Interest LT1PF
and
REMIC 1 Regular Interest LTP in an amount equal to (A) the Uncertificated
Accrued Interest for each such REMIC 1 Regular Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates; and
(ii) to
the
Holders of REMIC 1 Regular Interest 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;
(2) to
the
Holders of REMIC 1 Regular Interest LT1 and REMIC 1 Regular Interest LT1PF,
in
an amount equal to the remainder of the Available Funds for such Distribution
Date after the distributions made pursuant to clause (1) above, allocated
as
follows:
(a) first,
to
the Holders of REMIC 1 Regular Interest LT1, until the Uncertificated Principal
Balance of REMIC 1 Regular Interest LT1 is reduced to zero; then, to the
Holders
of REMIC 1 Regular Interest LT1PF, until the Uncertificated Principal Balance
of
REMIC 1 Regular Interest LT1PF is reduced to zero; provided however, with
respect to the first four Distribution Dates, principal payments on the
Initial
Group I Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1
until
the Uncertificated Principal Balance of each such REMIC 1 Regular Interest
has
been reduced to zero, and all principal payments on the Subsequent Group
I
Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1PF until
the
Uncertificated Principal Balance thereof has been reduced to zero;
and
(b) any
remaining amount to the Holders of the Class R Certificates (in respect
of the
Class R-1 Interest).
With
respect to the Group II Mortgage Loans:
(1) to
the
Holders of REMIC 1 Regular Interest LT2 and REMIC 1 Regular Interest LT2PF
in an
amount equal to (A) the Uncertificated Accrued Interest for each such REMIC
1
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 1 Regular Interest LT2 and REMIC 1 Regular Interest LT2PF,
in
an amount equal to the remainder of the Available Funds for such Distribution
Date after the distributions made pursuant to clause (1) above, allocated
as
follows:
(a) first,
to
the Holders of REMIC 1 Regular Interest LT2, until the Uncertificated Principal
Balance of REMIC 1 Regular Interest LT2 is reduced to zero; then, to the
Holders
of REMIC 1 Regular Interest LT2PF, until the Uncertificated Principal Balance
of
REMIC 1 Regular Interest LT2PF is reduced to zero; provided however, with
respect to the first four Distribution Dates, principal payments on the
Initial
Group II Mortgage Loans shall be allocated to REMIC 1 Regular Interest
LT2 until
the Uncertificated Principal Balance of each such REMIC 1 Regular Interest
has
been reduced to zero, and all principal payments on the Subsequent Group
II
Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT2PF until
the
Uncertificated Principal Balance thereof has been reduced to zero;
and
(b) any
remaining amount to the Holders of the Class R Certificates (in respect
of the
Class R-1 Interest).
On
each
Distribution Date, all amounts representing Prepayment Charges in respect
of the
Mortgage Loans received during the related Prepayment Period will be distributed
by REMIC 1 to the Holders of REMIC 1 Regular Interest LTP. The payment
of the
foregoing amounts to the Holders of REMIC 1 Regular Interest LTP shall
not
reduce the Uncertificated Principal Balance thereof.
(b) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts which shall be deemed to be distributed by REMIC
2 to
REMIC 3 on account of the REMIC 2 Regular Interests or withdrawn from the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-2 Interest), as the case may be:
(1) to
Holders of each of REMIC 2 Regular Interest I and REMIC 2 Regular Interest
I-1-A
through I-51-B, pro rata, in an amount equal to (A) Uncertificated Accrued
Interest for such REMIC 2 Regular Interests for such Distribution Date,
plus (B)
any amounts payable in respect thereof remaining unpaid from previous
Distribution Dates;
(2) to
the
extent of amounts remaining after the distributions made pursuant to clause
(A)
above, payments of principal shall be allocated as follows: first, to REMIC
2
Regular interests I-1-A through I-51-B starting with the lowest numerical
denomination until the Uncertificated Principal Balance of each such REMIC
2
Regular Interest is reduced to zero, provided that, for REMIC 2 Regular
Interests with the same numerical denomination, such payments of principal
shall
be allocated pro rata between such REMIC 2 Regular Interests, and second,
to the
extent of the Overcollateralization Release Amounts, to REMIC 2 Regular
Interest
I-51B until the Uncertificated Principal Balance of such REMIC 2 Regular
Interest is reduced to zero; and
(3) to
the
Holders of REMIC 2 Regular Interest P, (A) on each Distribution Date, 100%
of
the amount paid in respect of Prepayment Charges and (B) on the Distribution
Date immediately following the expiration of the latest Prepayment Charge
as
identified on the Prepayment Charge Schedule or any Distribution Date thereafter
until $100 has been distributed pursuant to this clause.
(c) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts which shall be deemed to be distributed by REMIC
3 to
REMIC 4 on account of the REMIC 3 Regular Interests or withdrawn from the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-3 Interest), as the case may be:
(i) to
the
Holders of REMIC 3 Regular Interest LTIO, in an amount equal to (A)
Uncertificated Accrued Interest for such REMIC 3 Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates;
(ii) to
the
extent of Available Funds, to Holders of REMIC 3 Regular Interest LTAA,
REMIC 3
Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular
Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3 Regular Interest
LTIIA4, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC
3
Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest
LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC
3
Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest
LTM10, REMIC 3 Regular Interest LTZZ and REMIC 3 Regular Interest LTP,
on a pro
rata basis, in an amount equal to (A) the Uncertificated Accrued Interest
for
such Distribution Date, plus (B) any amounts in respect thereof remaining
unpaid
from previous Distribution Dates. Amounts payable as Uncertificated Accrued
Interest in respect of REMIC 3 Regular Interest LTZZ shall be reduced and
deferred when the REMIC 3 Overcollateralization Amount is less than the
REMIC 3
Overcollateralization Target Amount, by the lesser of (x) the amount of
such
difference and (y) the Maximum Uncertificated Accrued Interest Deferral
Amount
and such amount will be payable to the Holders of REMIC 3 Regular Interest
LTIA1, REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2,
REMIC 3
Regular Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular
Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest
LTM3,
REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular
Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest
LTM8,
REMIC 3 Regular Interest LTM9 and REMIC 3 Regular Interest LTM10 in the
same
proportion as the Overcollateralization Deficiency Amount is allocated
to the
Corresponding Certificates and the Uncertificated Principal Balance of
the REMIC
3 Regular Interest LTZZ shall be increased by such amount; and
(iii) to
the
Holders of REMIC 3 Regular Interests, in an amount equal to the remainder
of the
Available Funds for such Distribution Date after the distributions made
pursuant
to clause (i) above, allocated as follows:
(a) 98.00%
of
such remainder to the Holders of REMIC 3 Regular Interest LTAA and REMIC
3
Regular Interest LTP, until the Uncertificated Principal Balance of such
Uncertificated REMIC 3 Regular Interest is reduced to zero; provided, however,
that REMIC 3 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 3
Regular
Interest LTP, until $100 has been distributed pursuant to this
clause;
(b) 2.00%
of
such remainder first, to the Holders of REMIC 3 Regular Interest LTIA1,
REMIC 3
Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular
Interest LTIIA3, REMIC 3 Regular Interest LTIIA4, REMIC 3 Regular Interest
LTM1,
REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest LTM3, REMIC 3 Regular
Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest
LTM6,
REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3 Regular
Interest LTM9 and REMIC 3 Regular Interest LTM10, of and in the same proportion
as principal payments are allocated to the Corresponding Certificates,
until the
Uncertificated Principal Balances of such REMIC 3 Regular Interests are
reduced
to zero, and second, to the Holders of REMIC 3 Regular Interest LTZZ, until
the
Uncertificated Principal Balance of such REMIC 3 Regular Interest is reduced
to
zero; and
(c) any
remaining amount to the Holders of the Class R Certificates (in respect
of the
Class R-3 Interest); provided, however, that (i) 98.00% and (ii) 2.00%
of any
principal payments that are attributable to an Overcollateralization Release
Amount shall be allocated to Holders of (i) REMIC 3 Regular Interest LTAA
and
REMIC 3 Regular Interest LTP, in that order and (ii) REMIC 3 Regular Interest
LTZZ, respectively; provided that REMIC 3 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 3 Regular Interest LTP, until $100 has been distributed pursuant
to this
clause.
SECTION
4.10 Allocation
of Realized Losses.
(a) All
Realized Losses on the Mortgage Loans allocated to any Regular Certificate
shall
be allocated by the Trustee on each Distribution Date as follows: first,
to Net
Monthly Excess Cashflow; second, to Net Swap Payments received under the
Interest Rate Swap Agreement; third, to amounts received under the Interest
Rate
Cap Agreement; fourth, to the Class C Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; fifth, to the Class
M-10
Certificates, until the Certificate Principal Balance thereof has been
reduced
to zero; sixth, to the Class M-9 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; seventh, to the Class M-8
Certificates, until the Certificate Principal Balance thereof has been
reduced
to zero; eighth, to the Class M-7 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; ninth, to the Class M-6 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;
tenth,
to the Class M-5 Certificates, until the Certificate Principal Balance
thereof
has been reduced to zero; eleventh, to the Class M-4 Certificates, until
the
Certificate Principal Balance thereof has been reduced to zero; twelfth,
to the
Class M-3 Certificates, until the Certificate Principal Balance thereof
has been
reduced to zero; thirteenth, to the Class M-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero and fourteenth,
to the Class M-1 Certificates, until the Certificate Principal Balance
thereof
has been reduced to zero. All Realized Losses to be allocated to the Certificate
Principal Balances of all Classes on any Distribution Date shall be so
allocated
after the actual distributions to be made on such date as provided above.
All
references above to the Certificate Principal Balance of any Class of
Certificates shall be to the Certificate Principal Balance of such Class
immediately prior to the relevant Distribution Date, before reduction thereof
by
any Realized Losses, in each case to be allocated to such Class of Certificates,
on such Distribution Date.
Any
allocation of Realized Losses to a Mezzanine Certificate on any Distribution
Date shall be made by reducing the Certificate Principal Balance thereof
by the
amount so allocated; any allocation of Realized Losses to a Class C Certificates
shall be made first by reducing the amount otherwise payable in respect
thereof
pursuant to Section 4.01(d)(iv). No allocations of any Realized Losses
shall be
made to the Certificate Principal Balances of the Class A Certificates
or the
Class P Certificates.
(b) All
Realized Losses on the Group I Mortgage Loans shall be allocated by the
Trustee
on each Distribution Date to the REMIC 1 Regular Interest LT1 and REMIC
1
Regular Interest LT1PF until the Uncertificated Principal Balance of each
such
REMIC 1 Regular Interest has been reduced to zero; provided however, with
respect to the first four Distribution Dates, all Realized Losses on the
Initial
Group I Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1
until
the Uncertificated Principal Balance of each such REMIC 1 Regular Interest
has
been reduced to zero, and all Realized Losses on the Subsequent Group I
Mortgage
Loans shall be allocated to REMIC 1 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 1 Regular Interest LT2 and REMIC 1 Regular
Interest LT2PF until the Uncertificated Principal Balance of each such
REMIC 1
Regular Interest has been reduced to zero; provided however, with respect
to the
first four Distribution Dates, all Realized Losses on the Initial Group
II
Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT2 until
the
Uncertificated Principal Balance of each such REMIC 1 Regular Interest
has been
reduced to zero, and all Realized Losses on the Subsequent Group II Mortgage
Loans shall be allocated to REMIC 1 Regular Interest LT2PF until the
Uncertificated Principal Balance thereof has been reduced to zero.
(c) With
respect to the REMIC 2 Regular Interests, all Realized Losses on the Mortgage
Loans shall be allocated shall be allocated by the Securities Administrator
on
each Distribution Date, first to REMIC 2 Regular Interest I until the
Uncertificated Principal Balance has been reduced to zero, and second,
to REMIC
2 Regular Interest I-1-A through REMIC 2 Regular Interest I-51-B, starting
with
the lowest numerical denomination until such REMIC 2 Regular Interest has
been
reduced to zero, provided that, for REMIC 2 Regular Interests with the
same
numerical denomination, such Realized Losses shall be allocated pro rata
between
such REMIC 2 Regular Interests.
(d) With
respect to the REMIC 3 Regular Interests, all Realized Losses on the Mortgage
Loans shall be deemed to have been allocated in the specified percentages,
as
follows: first, to Uncertificated Accrued Interest payable to the REMIC
3
Regular Interest LTAA and REMIC 3 Regular Interest LTZZ up to an aggregate
amount equal to the REMIC 3 Interest Loss Allocation Amount, 98% and 2%,
respectively; second, to the Uncertificated Principal Balances of REMIC
3
Regular Interest LTAA and REMIC 3 Regular Interest LTZZ up to an aggregate
amount equal to the REMIC 3 Principal Loss Allocation Amount, 98% and 2%,
respectively; third, to the Uncertificated Principal Balances of REMIC
3 Regular
Interest LTAA, REMIC 3 Regular Interest LTM10 and REMIC 3 Regular Interest
LTZZ,
98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
of
REMIC 3 Regular Interest LTM10 has been reduced to zero; fourth, to the
Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA, REMIC
3
Regular Interest LTM9 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 3 Regular
Interest LTM9 has been reduced to zero; fifth, to the Uncertificated Principal
Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM8
and
REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 3 Regular Interest LTM8 has been
reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC
3
Regular Interest LTAA, REMIC 3 Regular Interest LTM7 and REMIC 3 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 3 Regular Interest LTM7 has been reduced to zero; seventh,
to
the Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA,
REMIC 3
Regular Interest LTM6 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 3 Regular
Interest LTM6 has been reduced to zero; eigth, to the Uncertificated Principal
Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest LTM5
and
REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 3 Regular Interest LTM5 has been
reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC
3
Regular Interest LTAA, REMIC 3 Regular Interest LTM4 and REMIC 3 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 3 Regular Interest LTM4 has been reduced to zero; tenth,
to the
Uncertificated Principal Balances of REMIC 3 Regular Interest LTAA, REMIC
3
Regular Interest LTM3 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 3 Regular
Interest LTM3 has been reduced to zero; eleventh, to the Uncertificated
Principal Balances of REMIC 3 Regular Interest LTAA, REMIC 3 Regular Interest
LTM2 and REMIC 3 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until
the
Uncertificated Principal Balance of REMIC 3 Regular Interest LTM2 has been
reduced to zero; twelfth, to the Uncertificated Principal Balances of REMIC
3
Regular Interest LTAA, REMIC 3 Regular Interest LTM1 and REMIC 3 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 3 Regular Interest LTM1 has been reduced to zero.
SECTION
4.11Pre-Funding
Accounts.
(a) No
later
than the Closing Date, the Trustee shall establish and maintain two segregated
trust accounts that are each Eligible Accounts, which shall be titled “Group I
Pre-Funding Account, Deutsche Bank National Trust Company, as trustee for
the
registered holders of Fremont Home Loan Trust 2006-3, Asset-Backed Certificates,
Series 2006-3” (the “Group I Pre-Funding Account”) and “Group II Pre-Funding
Account, Deutsche Bank National Trust Company, as trustee for the registered
holders of Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series
2006-3” (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 and the Original Group II Pre-Funded
Amount,
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 will invest funds deposited in the Pre-Funding Accounts as directed
by
the Depositor in Permitted Investments with a maturity date (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, (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 or (iii) within one Business Day of the Trustee’s
receipt thereof. For federal income tax purposes, the Depositor shall be
the
owner of the Pre-Funding Accounts and shall report all items of income,
deduction, gain or loss arising therefrom. All income and gain realized
from
investment of funds deposited in the Pre-Funding Accounts shall be transferred
to the Depositor. The Depositor shall deposit in the Pre-Funding Accounts
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. At no time will the Pre-Funding Accounts be assets of any REMIC
created hereunder.
(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 Group I
Pre-Funding Account or the Group II Pre-Funding Account, as applicable,
an
amount equal to 100% of the Stated Principal Balances of the Subsequent
Group I
Mortgage Loans or the Subsequent Group II Mortgage Loans, as applicable,
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 2.08
with
respect to such transfer and assignment;
(ii) If
the
amount on deposit in the Pre-Funding Accounts (exclusive of any investment
income therein) has not been reduced to zero during the Funding Period,
on the
day immediately following the termination of the Funding Period, the Trustee
shall deposit into the Distribution Account any amounts remaining in the
Pre-Funding Accounts (exclusive of any investment income therein) for
distribution in accordance with the terms hereof;
(iii) Pay
to
the Depositor any income and gain realized from the investment of funds
in the
Pre-Funding Accounts;
(iv) To
withdraw any amount not required to be deposited in the Pre-Funding Accounts
or
deposited therein in error; and
(v) To
clear
and terminate the Pre-Funding Accounts upon the earlier to occur of (A)
the
Distribution Date 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 Seller.
Withdrawals
pursuant to clauses (i), (ii) and (iii) shall be treated as contributions
of
cash to REMIC 1 on the date of withdrawal.
SECTION
4.12 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 Fremont Home Loan Trust
2006-3, Asset-Backed Certificates, Series 2006-3” (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 Fremont
Home
Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3” (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 Depositor, 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 Depositor and shall be remitted
by the
Trustee to the Depositor on the first Business Day following each Distribution
Date. The Depositor 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 Offered Certificates for such
Distribution Date, with the Pass-Through Rate on the related Offered
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
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 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 Depositor 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
LIBOR
remains constant at the level of LIBOR applicable to the calculation of
the
Pass-Through Rate for the Class A Certificates and Mezzanine Certificates
for
the current Distribution Date).
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 Class A Certificates and the Mezzanine Certificates to zero
or
(iii) the termination of this Agreement in accordance with Section 10.01,
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
4.13 Cap
Account.
(a) No
later
than the Closing Date, the Trustee shall establish and maintain with itself,
a
separate, segregated trust account titled, “Cap Account, Deutsche Bank National
Trust Company, as Cap Trustee, in trust for the registered Certificateholders
of
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3.” Such
account shall be an Eligible Account and amounts therein shall be held
uninvested.
(b) On
each
Distribution Date, pursuant to the Cap Allocation Agreement, the Cap Trustee,
prior to any distribution to any Certificate, shall deposit into the Cap
Account
amounts received pursuant to the Interest Rate Cap Agreement for distribution
in
accordance with Section 4.01(f) above.
(c) It
is the
intention of the parties hereto that, for federal and state income and
state and
local franchise tax purposes, the Cap Account be disregarded as an entity
separate from the Holder of the Class C Certificates unless and until the
date
when either (a) there is more than one Class C Certificateholder or (b)
any
Class of Certificates in addition to the Class C Certificates is recharacterized
as an equity interest in the Cap 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 Cap Account be treated
as
a partnership. The
Cap
Account will be an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h). Upon the termination of the Trust Fund,
or the
payment in full of the Class A Certificates and the Mezzanine Certificates,
all
amounts remaining on deposit in the Cap Account shall be released by the
Trust
Fund and distributed to the Class C Certificateholders or their designees.
The
Cap Account shall be part of the Trust Fund but not part of any Trust REMIC
and
any payments to the Holders of the Floating Rate Certificates of Net WAC
Rate
Carryover Amounts will not be payments with respect to a “regular interest” in a
REMIC within the meaning of Code Section 860(G)(a)(1).
(d) By
accepting a Class C Certificate, each Class C Certificateholder hereby
agrees to
direct the Trustee, and the Trustee is hereby directed, to deposit into
the Cap
Account the amounts described above on each Distribution Date.
For
federal income tax purposes, the right of the Floating Rate Certificates
to
receive payments from the Cap Account may have more than a de minimis
value.
ARTICLE
V
THE
CERTIFICATES
SECTION
5.01 The
Certificates.
Each
of
the Class A Certificates, the Mezzanine Certificates, the Class P Certificates,
the Class C Certificates and the Residual Certificates shall be substantially
in
the forms annexed hereto as exhibits, and shall, on original issue, be
executed,
authenticated and delivered by the Trustee to or upon the order of the
Depositor
concurrently with the sale and assignment to the Trustee of the Trust Fund.
The
Floating Rate Certificates shall be initially evidenced by one or more
Certificates representing a Percentage Interest with a minimum dollar
denomination of $25,000 and integral dollar multiples of $1.00 in excess
thereof, provided that the Floating Rate Certificates must be purchased
in
minimum total investments of $100,000 per class, except that one Certificate
of
each such Class of Certificates may be in a different denomination so that
the
sum of the denominations of all outstanding Certificates of such Class
shall
equal the Certificate Principal Balance of such Class on the Closing Date.
The
Class P Certificates, the Class C Certificates and the Residual Certificates
are
issuable in any Percentage Interests; provided, however, that the sum of
all
such percentages for each such Class totals 100% and no more than ten
Certificates of each Class may be issued and outstanding at any one
time.
The
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature on behalf of the Trustee by a Responsible Officer. Certificates
bearing the manual or facsimile signatures of individuals who were, at
the time
when such signatures were affixed, authorized to sign on behalf of the
Trustee
shall bind the Trust, notwithstanding that such individuals or any of them
have
ceased to be so authorized prior to the authentication and delivery of
such
Certificates or did not hold such offices at the date of such Certificate.
No
Certificate shall be entitled to any benefit under this Agreement or be
valid
for any purpose, unless such Certificate shall have been manually authenticated
by the Trustee substantially in the form provided for herein, and such
authentication upon any Certificate shall be conclusive evidence, and the
only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
Subject to Section 5.02(c), the Floating Rate Certificates shall be Book-Entry
Certificates. The other Classes of Certificates shall not be Book-Entry
Certificates.
SECTION
5.02 Registration
of Transfer and Exchange of Certificates.
(a) The
Certificate Registrar shall cause to be kept at the Corporate Trust Office
a
Certificate Register in which, subject to such reasonable regulations as
it may
prescribe, the Certificate Registrar shall provide for the registration
of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee shall initially serve as Certificate Registrar for the purpose
of
registering Certificates and transfers and exchanges of Certificates as
herein
provided.
Upon
surrender for registration of transfer of any Certificate at any office
or
agency of the Certificate Registrar maintained for such purpose pursuant
to the
foregoing paragraph which office shall initially be the offices designated
by
the Trustee and, in the case of a Residual Certificate, upon satisfaction
of the
conditions set forth below, the Trustee on behalf of the Trust shall execute,
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same aggregate Percentage
Interest.
At
the
option of the Certificateholders, Certificates may be exchanged for other
Certificates in authorized denominations and the same aggregate Percentage
Interests, upon surrender of the Certificates to be exchanged at any such
office
or agency. Whenever any Certificates are so surrendered for exchange, the
Trustee shall execute on behalf of the Trust and authenticate and deliver
the
Certificates which the Certificateholder making the exchange is entitled
to
receive. Every Certificate presented or surrendered for registration of
transfer
or exchange shall (if so required by the Trustee or the Certificate Registrar)
be duly endorsed by, or be accompanied by a written instrument of transfer
satisfactory to the Trustee and the Certificate Registrar duly executed
by, the
Holder thereof or his attorney duly authorized in writing. In addition,
(i) with
respect to each Class R Certificate, the holder thereof may exchange, in
the
manner described above, such Class R Certificate for two separate certificates,
each representing such holder’s respective Percentage Interest in the Class R-1
Interest, the Class R-2 Interest, the Class R-3 Interest and the Class
R-4
Interest that was evidenced by the Class R Certificate being exchanged
and (ii)
with respect to each Class R-X Certificate, the holder thereof may exchange,
in
the manner described above, such Class R-X Certificate for three separate
certificates, each representing such holder’s respective Percentage Interest in
the Class R-5 Interest, the Class R-6 Interest and the Class R-7 Interest
that
was evidenced by the Class R-X Certificate being exchanged.
(b) Except
as
provided in paragraph (c) below, the Book-Entry Certificates shall at all
times
remain registered in the name of the Depository or its nominee and at all
times:
(i) registration of such Certificates may not be transferred by the Trustee
except to another Depository; (ii) the Depository shall maintain book-entry
records with respect to the Certificate Owners and with respect to ownership
and
transfers of such Certificates; (iii) ownership and transfers of registration
of
such Certificates on the books of the Depository shall be governed by applicable
rules established by the Depository; (iv) the Depository may collect its
usual
and customary fees, charges and expenses from its Depository Participants;
(v)
the Trustee shall for all purposes deal with the Depository as representative
of
the Certificate Owners of the Certificates for purposes of exercising the
rights
of Holders under this Agreement, and requests and directions for and votes
of
such representative shall not be deemed to be inconsistent if they are
made with
respect to different Certificate Owners; (vi) the Trustee may rely and
shall be
fully protected in relying upon information furnished by the Depository
with
respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and Persons shown
on
the books of such indirect participating firms as direct or indirect Certificate
Owners; and (vii) the direct participants of the Depository shall have
no rights
under this Agreement under or with respect to any of the Certificates held
on
their behalf by the Depository, and the Depository may be treated by the
Trustee
and its agents, employees, officers and directors as the absolute owner
of the
Certificates for all purposes whatsoever.
All
transfers by Certificate Owners of Book-Entry Certificates shall be made
in
accordance with the procedures established by the Depository Participant
or
brokerage firm representing such Certificate Owners. Each Depository Participant
shall only transfer Book-Entry Certificates of Certificate Owners that
it
represents or of brokerage firms for which it acts as agent in accordance
with
the Depository’s normal procedures. The parties hereto are hereby authorized to
execute a Letter of Representations with the Depository or take such other
action as may be necessary or desirable to register a Book-Entry Certificate
to
the Depository. In the event of any conflict between the terms of any such
Letter of Representation and this Agreement, the terms of this Agreement
shall
control.
(c) If
(i)(x)
the Depository or the Depositor advises the Trustee in writing that the
Depository is no longer willing or able to discharge properly its
responsibilities as Depository and (y) the Trustee or the Depositor is
unable to
locate a qualified successor or (ii) after the occurrence of a Servicer
Event of
Termination, the Certificate Owners of the Book-Entry Certificates representing
Percentage Interests of such Classes aggregating not less than 51% advise
the
Trustee and Depository through the Financial Intermediaries and the Depository
Participants in writing that the continuation of a book-entry system through
the
Depository to the exclusion of definitive, fully registered certificates
(the
“Definitive Certificates”) to Certificate Owners is no longer in the best
interests of the Certificate Owners. Upon surrender to the Certificate
Registrar
of the Book-Entry Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Trustee shall, in
the
case of (i) and (ii) above, execute on behalf of the Trust and authenticate
the
Definitive Certificates. Neither the Depositor nor the Trustee shall be
liable
for any delay in delivery of such instructions and may conclusively rely
on, and
shall be protected in relying on, such instructions. Upon the issuance
of
Definitive Certificates, the Trustee, the Certificate Registrar, the Servicer,
any Paying Agent and the Depositor shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.
(d) No
transfer, sale, pledge or other disposition of any Class M-10 Certificate,
Class
C Certificate, Class P Certificate or Residual Certificate (the “Private
Certificates”) shall be made unless such disposition is exempt from the
registration requirements of the Securities Act of 1933, as amended (the
“1933
Act”), and any applicable state securities laws or is made in accordance with
the 1933 Act and laws. In the event of any such transfer (other than in
connection with (i) the initial transfer of any such Certificate by the
Depositor to an Affiliate of the Depositor or, in the case of the Class
R-X
Certificates, the first transfer by an Affiliate of the Depositor or the
first
transfer by the intial transferee of an Affiliate of the Depositor, (ii)
the
transfer of any such Class C, Class P or Residual Certificate to the issuer
under the Indenture or the indenture trustee under the Indenture or (iii)
a
transfer of any such Class C, Class P or Residual Certificate from the
issuer
under the Indenture or the indenture trustee under the Indenture to the
Depositor or an Affiliate of the Depositor), (i) unless such transfer is
made in
reliance upon Rule 144A (as evidenced by the investment letter delivered
to the
Trustee, in substantially the form attached hereto as Exhibit J) under
the 1933
Act, the Trustee and the Depositor shall require a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Trustee and the Depositor that such transfer
may
be made pursuant to an exemption, describing the applicable exemption and
the
basis therefor, from the 1933 Act or is being made pursuant to the 1933
Act,
which Opinion of Counsel shall not be an expense of the Trustee or the
Depositor
or (ii) the Trustee shall require the transferor to execute a transferor
certificate (in substantially the form attached hereto as Exhibit L) and
the
transferee to execute an investment letter (in substantially the form attached
hereto as Exhibit J) acceptable to and in form and substance reasonably
satisfactory to the Depositor and the Trustee certifying to the Depositor
and
the Trustee the facts surrounding such transfer, which investment letter
shall
not be an expense of the Trustee or the Depositor. The Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree
to,
indemnify the Trustee and the Depositor against any liability that may
result if
the transfer is not so exempt or is not made in accordance with such federal
and
state laws.
Notwithstanding
the foregoing, in the event of any such transfer of any Ownership Interest
in
any Private Certificate that is a Book-Entry Certificate, except with respect
to
the initial transfer of any such Ownership Interest by the Depositor, such
transfer shall be required to be made in reliance upon Rule 144A under
the 1933
Act, and the transferor will be deemed to have made each of the transferor
representations and warranties set forth Exhibit L hereto in respect of
such
interest as if it was evidenced by a Definitive Certificate and the transferee
will be deemed to have made each of the transferee representations and
warranties set forth Exhibit J hereto in respect of such interest as if
it was
evidenced by a Definitive Certificate. The Certificate Owner of any such
Ownership Interest in any such Book-Entry Certificate desiring to effect
such
transfer shall, and does hereby agree to, indemnify the Trustee and the
Depositor against any liability that may result if the transfer is not
so exempt
or is not made in accordance with such federal and state laws.
Notwithstanding
the foregoing, no certification or Opinion of Counsel described above in
this
Section 5.02(d) will be required in connection with the transfer, on the
Closing
Date, of any Residual Certificate by the Depositor to an “accredited investor”
within the meaning of Rule 501 of the 1933 Act.
No
transfer of a Class C, Class P or Residual Certificate or any interest
therein
shall be made to any Plan, any Person acting, directly or indirectly, on
behalf
of any such Plan or any Person acquiring such Certificates with “Plan Assets” of
a Plan within the meaning of the Department of Labor regulation promulgated
at
29 C.F.R. § 2510.3-101 (“Plan Assets”), as certified by such transferee in the
form of Exhibit M, unless the Trustee is provided with an Opinion of Counsel
for
the benefit of the Depositor, the Trustee and the Servicer and on which
they may
rely which establishes to the satisfaction of the Trustee that the purchase
of
such Certificates is permissible under applicable law, will not constitute
or
result in any prohibited transaction under ERISA or Section 4975 of the
Code and
will not subject the Depositor, the Servicer, the Trustee or the Trust
Fund to
any obligation or liability (including obligations or liabilities under
ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the
Servicer,
the Trustee or the Trust Fund. Neither a certification nor an Opinion of
Counsel
will be required in connection with (i) the initial transfer of any such
Certificate by the Depositor to an Affiliate of the Depositor, (ii) the
transfer
of any such Class C, Class P or Residual Certificate to the issuer under
the
Indenture or the indenture trustee under the Indenture or (iii) a transfer
of
any such Class C, Class P or Residual Certificate from the issuer under
the
Indenture or the indenture trustee under the Indenture to the Depositor
or an
Affiliate of the Depositor (in which case, the Depositor or any Affiliate
thereof shall have deemed to have represented that such Affiliate is not
a Plan
or a Person investing Plan Assets) and the Trustee shall be entitled to
conclusively rely upon a representation (which, upon the request of the
Trustee,
shall be a written representation) from the Transferor of the status of
such
transferee as an affiliate of the Depositor.
Prior
to
the termination of the Supplemental Interest Trust, each transferee of
a Class
A, Mezzanine or Private Certificate shall be deemed to have represented
by
virtue of its purchase or holding of such Certificate (or interest therein)
that
either (i) such transferee is not a Plan, or a Person acting on behalf
of a Plan
or purchasing such Certificate with Plan Assets, or (ii)(A) it is an accredited
investor within the meaning of Prohibited Transaction Exemption (“PTE”) 90-59,
55 Fed. Reg. 36724 (September 6, 1990), as amended by PTE 97-34, 62 Fed.
Reg.
39021 (July 21, 1997), PTE 2000-58, 65 Fed. Reg. 67765 (November 13, 2000)
and
PTE 2002-41, 67 Fed. Reg. 54487 (August 22, 2002) (the “Exemption”) and (B) the
acquisition and holding of such Certificate and the separate right to receive
payments from the Supplemental Interest Trust are eligible for exemptive
relief
under (I) PTE 95-60 or (II) except in the case of a Private Certificate,
XXX
00-00, XXX 00-00, XXX 90-1, or PTE 96-23.
Subsequent
to the termination of the Supplemental Interest Trust, each Transferee
of a
Mezzanine Certificate will be deemed to have represented by virtue of its
purchase or holding of such Certificate (or interest therein) that either
(a)
such Transferee is not a Plan, or a Person acting on behalf of a Plan or
purchasing such Certificate with Plan Assets, (b) except in the case of
a Class
M-10 Certificate, it has acquired and is holding such Certificate in reliance
on
the Exemption and that it understands that there are certain conditions
to the
availability of the Exemption including that such Certificate must be rated,
at
the time of purchase, not lower than “BBB-” (or its equivalent) by a Rating
Agency or (c) the following conditions are satisfied: (i) such Transferee
is an
insurance company, (ii) the source of funds used to purchase or hold such
Certificate (or interest therein) is an “insurance company general account” as
defined in PTE 95-60, and (iii) the conditions set forth in Sections I
and III
of PTE 95-60 have been satisfied.
If
any
Mezzanine Certificate or Private Certificate or any interest therein is
acquired
or held in violation of the provisions of the three preceding paragraphs,
the
next preceding permitted beneficial owner will be treated as the beneficial
owner of that Certificate retroactive to the date of transfer to the purported
beneficial owner. Any purported beneficial owner whose acquisition or holding
of
any such Certificate or interest therein was effected in violation of the
provisions of the three preceding paragraphs shall indemnify and hold harmless
the Depositor, the Servicer, the NIMS Insurer, the Trustee and the Trust
from
and against any and all liabilities, claims, costs or expenses incurred
by those
parties as a result of that acquisition or holding.
Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions and to have irrevocably
appointed the Depositor or its designee as its attorney-in-fact to negotiate
the
terms of any mandatory sale under clause (v) below and to execute all
instruments of transfer and to do all other things necessary in connection
with
any such sale, and the rights of each Person acquiring any Ownership Interest
in
a Residual Certificate are expressly subject to the following
provisions:
(i) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Trustee of
any
change or impending change in its status as a Permitted Transferee.
(ii) No
Person
shall acquire an Ownership Interest in a Residual Certificate unless such
Ownership Interest is a pro rata undivided interest.
(iii) In
connection with any proposed transfer of any Ownership Interest in a Residual
Certificate, the Trustee shall as a condition to registration of the transfer,
require delivery to it, in form and substance satisfactory to it, of each
of the
following:
(A) an
affidavit in the form of Exhibit K hereto from the proposed transferee
to the
effect that such transferee is a Permitted Transferee and that it is not
acquiring its Ownership Interest in the Residual Certificate that is the
subject
of the proposed transfer as a nominee, trustee or agent for any Person
who is
not a Permitted Transferee; and
(B) a
covenant of the proposed transferee to the effect that the proposed transferee
agrees to be bound by and to abide by the transfer restrictions applicable
to
the Residual Certificates.
(iv) Any
attempted or purported transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section shall be absolutely
null and void and shall vest no rights in the purported transferee. If
any
purported transferee shall, in violation of the provisions of this Section,
become a Holder of a Residual Certificate, then the prior Holder of such
Residual Certificate that is a Permitted Transferee shall, upon discovery
that
the registration of transfer of such Residual Certificate was not in fact
permitted by this Section, be restored to all rights as Holder thereof
retroactive to the date of registration of transfer of such Residual
Certificate. The Trustee shall be under no liability to any Person for
any
registration of transfer of a Residual Certificate that is in fact not
permitted
by this Section or for making any distributions due on such Residual Certificate
to the Holder thereof or taking any other action with respect to such Holder
under the provisions of this Agreement so long as the Trustee received
the
documents specified in clause (iii). The Trustee shall be entitled to recover
from any Holder of a Residual Certificate that was in fact not a Permitted
Transferee at the time such distributions were made all distributions made
on
such Residual Certificate. Any such distributions so recovered by the Trustee
shall be distributed and delivered by the Trustee to the prior Holder of
such
Residual Certificate that is a Permitted Transferee.
(v) If
any
Person other than a Permitted Transferee acquires any Ownership Interest
in a
Residual Certificate in violation of the restrictions in this Section,
then the
Trustee shall have the right but not the obligation, without notice to
the
Holder of such Residual Certificate or any other Person having an Ownership
Interest therein, to notify the Depositor to arrange for the sale of such
Residual Certificate. The proceeds of such sale, net of commissions (which
may
include commissions payable to the Depositor or its affiliates in connection
with such sale), expenses and taxes due, if any, will be remitted by the
Trustee
to the previous Holder of such Residual Certificate that is a Permitted
Transferee, except that in the event that the Trustee determines that the
Holder
of such Residual Certificate may be liable for any amount due under this
Section
or any other provisions of this Agreement, the Trustee may withhold a
corresponding amount from such remittance as security for such claim. The
terms
and conditions of any sale under this clause (v) shall be determined in
the sole
discretion of the Trustee and it shall not be liable to any Person having
an
Ownership Interest in a Residual Certificate as a result of its exercise
of such
discretion.
(vi) If
any
Person other than a Permitted Transferee acquires any Ownership Interest
in a
Residual Certificate in violation of the restrictions in this Section,
then the
Trustee upon receipt of reasonable compensation will provide to the Internal
Revenue Service, and to the persons specified in Sections 860E(e)(3) and
(6) of
the Code, information needed to compute the tax imposed under Section 860E(e)(5)
of the Code on transfers of residual interests to disqualified
organizations.
The
foregoing provisions of this Section shall cease to apply to transfers
occurring
on or after the date on which there shall have been delivered to the Trustee
and
the NIMS Insurer, in form and substance satisfactory to the Trustee and
the NIMS
Insurer, (i) written notification from each Rating Agency that the removal
of
the restrictions on transfer set forth in this Section will not cause such
Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion
of
Counsel to the effect that such removal will not cause any REMIC created
hereunder to fail to qualify as a REMIC.
(e) No
service charge shall be made for any registration of transfer or exchange
of
Certificates of any Class, but the Certificate Registrar may require payment
of
a sum sufficient to cover any tax or governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
All
Certificates surrendered for registration of transfer or exchange shall
be
canceled by the Certificate Registrar and disposed of pursuant to its standard
procedures.
SECTION
5.03 Mutilated,
Destroyed, Lost or Stolen Certificates.
If
(i)
any mutilated Certificate is surrendered to the Certificate Registrar or
the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (ii) there is delivered to the Trustee,
the
Depositor, 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 notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute on behalf of the Trust, authenticate and deliver, in exchange for
or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and Percentage Interest. Upon the issuance of
any new
Certificate under this Section, the Trustee or the Certificate Registrar
may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee and the Certificate Registrar) in
connection therewith. Any duplicate Certificate issued pursuant to this
Section,
shall constitute complete and indefeasible evidence of ownership in the
Trust,
as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.
SECTION
5.04 Persons
Deemed Owners.
The
Servicer, the Depositor, the Trustee, the NIMS Insurer, the Certificate
Registrar, any Paying Agent and any agent of the Servicer, the Depositor,
the
Trustee, the NIMS Insurer, the Certificate Registrar or any Paying Agent
may
treat the Person, including a Depository, in whose name any Certificate
is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes whatsoever,
and none of the Servicer, the Trust, the Trustee nor any agent of any of
them
shall be affected by notice to the contrary.
SECTION
5.05 Appointment
of Paying Agent.
(a) The
Paying Agent shall make distributions to Certificateholders from the
Distribution Account pursuant to Section 4.01 and shall report the amounts
of
such distributions to the Trustee. The duties of the Paying Agent may include
the obligation (i) to withdraw funds from the Collection Account pursuant
to
Section 3.11(a) and for the purpose of making the distributions referred
to
above and (ii) to distribute statements and provide information to
Certificateholders as required hereunder. The Paying Agent hereunder shall
at
all times be an entity duly organized and validly existing under the laws
of the
United States of America or any state thereof, authorized under such laws
to
exercise corporate trust powers and subject to supervision or examination
by
federal or state authorities. The Paying Agent shall initially be the Trustee.
The Trustee may appoint a successor to act as Paying Agent, which appointment
shall be reasonably satisfactory to the Depositor and the NIMS
Insurer.
(b) The
Trustee shall cause the Paying Agent (if other than the Trustee) to execute
and
deliver to the Trustee an instrument in which such Paying Agent shall agree
with
the Trustee that such Paying Agent shall hold all sums, if any, held by
it for
payment to the Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid to such
Certificateholders and shall agree that it shall comply with all requirements
of
the Code regarding the withholding of payments in respect of Federal income
taxes due from Certificate Owners and otherwise comply with the provisions
of
this Agreement applicable to it.
ARTICLE
VI
THE
SERVICER, THE DEPOSITOR AND THE CREDIT RISK MANAGER
SECTION
6.01 Liability
of the Servicer and the Depositor.
The
Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by Servicer herein.
The
Depositor shall be liable in accordance herewith only to the extent of
the
obligations specifically imposed upon and undertaken by the
Depositor.
SECTION
6.02 Merger
or
Consolidation of, or Assumption of the Obligations of, the Servicer or
the
Depositor.
Any
entity into which the Servicer or Depositor may be merged or consolidated,
or
any entity resulting from any merger, conversion or consolidation to which
the
Servicer or the Depositor shall be a party, or any corporation succeeding
to the
business of the Servicer or the Depositor, shall be the successor of the
Servicer or the Depositor, as the case may be, hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however,
that
the successor Servicer shall satisfy all the requirements of Section 7.02
with
respect to the qualifications of a successor Servicer.
SECTION
6.03 Limitation
on Liability of the Servicer and Others.
Neither
the Servicer nor the Depositor nor any of the directors or officers or
employees
or agents of the Servicer or the Depositor shall be under any liability
to the
Trust or the Certificateholders for any action taken or for refraining
from the
taking of any action by the Servicer or the Depositor in good faith pursuant
to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Servicer, the Depositor or any such Person
against any liability which would otherwise be imposed by reason of its
willful
misfeasance, bad faith or negligence in the performance of duties of the
Servicer or the Depositor, as the case may be, or by reason of its reckless
disregard of its obligations and duties of the Servicer or the Depositor,
as the
case may be, hereunder. The Servicer and any director or officer or employee
or
agent of the Servicer may rely in good faith on any document of any kind
prima
facie properly executed and submitted by any Person respecting any matters
arising hereunder. The Servicer and the Depositor, and any director or
officer
or employee or agent of the Servicer or the Depositor, shall be indemnified
by
the Trust and held harmless against any loss, liability or expense incurred
in
connection with (i) any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense related to any
specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or
expense
shall be otherwise reimbursable pursuant to this Agreement) and any loss,
liability or expense incurred by reason of its willful misfeasance, bad
faith or
negligence or by reason of its reckless disregard of its obligations and
duties
hereunder or by reason of its failure to perform its obligations or duties
hereunder and (ii) any breach of a representation or warranty regarding
the
Mortgage Loans. The Servicer or the Depositor may initiate any such action
which
it may deem necessary or desirable in respect of this Agreement, and the
rights
and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the reasonable legal expenses and costs of such
action
and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust and the Servicer shall be entitled to be reimbursed therefor
from
the Collection Account as and to the extent provided in Section 3.11, any
such
right of reimbursement being prior to the rights of the Certificateholders
to
receive any amount in the Collection Account. The Servicer’s right to indemnity
or reimbursement pursuant to this Section shall survive any resignation
or
termination of the Servicer pursuant to Section 6.04 or 7.01 with respect
to any
losses, expenses, costs or liabilities arising prior to such resignation
or
termination (or arising from events that occurred prior to such resignation
or
termination). This paragraph shall apply to the Servicer solely in its
capacity
as Servicer hereunder and in no other capacities. Without limiting the
foregoing, the Servicer shall undertake to defend any claims against the
Trust
Fund, the Trustee and/or itself initiated by a Borrower or otherwise related
to
the servicing of any Mortgage Loan, the reasonable legal expenses and costs
of
such action and any liability resulting therefrom shall be expenses, costs
and
liabilities of the Trust and the Servicer shall be entitled to be reimbursed
therefor from the Collection Account as and to the extent provided in Section
3.11, any such right of reimbursement being prior to the rights of the
Certificateholders to receive any amount in the Collection Account.
The
Credit Risk Manager and any director, officer, employee or agent of the
Credit
Risk Manager shall be indemnified and held harmless by the Trust Fund against
any loss, liability or expense (not including expenses, disbursements and
advances incurred or made by the Credit Risk Manager, including the compensation
and the expenses and disbursements of its agents and counsel, in the ordinary
course of its appointment as Credit Risk Manager or its performance of
its
duties as such) incurred in connection with any claim or legal action or
any
pending or threatened claim or legal action relating to this Agreement,
the
Credit Risk Management Agreement or the Certificates, other than any loss,
liability or expense (i) resulting from a breach of the Servicer’s obligations
and duties under the Pooling Agreement or Credit Risk Management Agreement
for
which the Credit Risk Manager is indemnified by the Servicer under the
Credit
Risk Management Agreement or (ii) incurred by reason of willful misfeasance,
bad
faith or negligence in the performance of duties under the Credit Risk
Management Agreement or by reason of reckless disregard of obligations
and
duties thereunder.
SECTION
6.04 Servicer
Not to Resign.
The
Servicer shall not resign from the obligations and duties hereby imposed
on it
except upon determination that its duties hereunder are no longer permissible
under applicable law. Any such determination pursuant to the preceding
sentence
permitting the resignation of the Servicer shall be evidenced by an Opinion
of
Counsel to such effect obtained at the expense of the Servicer and delivered
to
the Trustee. No resignation of the Servicer shall become effective until
the
Trustee or a successor servicer shall have assumed the Servicer’s
responsibilities, duties, liabilities (other than those liabilities arising
prior to the appointment of such successor) and obligations under this
Agreement.
Except
as
expressly provided herein, the Servicer shall not assign or transfer any
of its
rights, benefits or privileges hereunder to any other Person, or delegate
to or
subcontract with, or authorize or appoint any other Person to perform any
of the
duties, covenants or obligations to be performed by the Servicer hereunder.
The
foregoing prohibition on assignment shall not prohibit the Servicer from
designating a Sub-Servicer as payee of any indemnification amount payable
to the
Servicer hereunder; provided, however, no Sub-Servicer shall be a third-party
beneficiary hereunder and the parties hereto shall not be required to recognize
any Subservicer as an indemnitee under this Agreement.
SECTION
6.05 Delegation
of Duties.
In
the
ordinary course of business, the Servicer at any time may delegate any
of its
duties hereunder to any Person, including any of its Affiliates, who agrees
to
conduct such duties in accordance with standards comparable to those set
forth
in Section 3.01. Such delegation shall not relieve the Servicer of its
liabilities and responsibilities with respect to such duties and shall
not
constitute a resignation within the meaning of Section 6.04. Except as
provided
in Section 3.02, no such delegation is permitted that results in the delegee
subservicing any Mortgage Loans. The Servicer shall provide the Trustee
and the
NIMS Insurer with 60 days prior written notice prior to the delegation
of any of
its duties to any Person other than any of the Servicer’s Affiliates or their
respective successors and assigns.
SECTION
6.06 [Reserved].
SECTION
6.07 Inspection.
The
Servicer, in its capacity as Servicer, shall afford the Trustee and the
NIMS
Insurer, upon reasonable notice, during normal business hours, access to
all
records maintained by the Servicer in respect of its rights and obligations
hereunder and access to officers of the Servicer responsible for such
obligations.
SECTION
6.08 Credit
Risk Manager.
The
Certificateholders, by their purchase and acceptance of the Certificates,
appoint Xxxxxxx Fixed Income Services Inc., formerly known as The Murrayhill
Company, as Credit Risk Manager. For and on behalf of the Depositor, the
Credit
Risk Manager will provide reports and recommendations concerning certain
delinquent and defaulted Mortgage Loans, and as to the collection of any
Prepayment Charges with respect to the Mortgage Loans. Such reports and
recommendations will be based upon information provided pursuant to Credit
Risk
Management Agreement to the Credit Risk Manager by the Servicer. The Credit
Risk
Manager shall look solely to the Servicer for all information and data
(including loss and delinquency information and data) and loan level information
and data relating to the servicing of the Mortgage Loans and the Trustee
shall
not have any obligation to provide any such information to the Credit Risk
Manager and shall not otherwise have any responsibility under the Credit
Risk
Management Agreement.
On
or
about the 15th calendar day of each month, the Credit Risk Manager shall
have
prepared and shall make available to the Depositor, the Trustee, the Swap
Provider and each Certificateholder, the following reports (each such report
to
be made in a format compatible with XXXXX filing requirements):
(i) Watchlist
Report: A listing of individual Mortgage Loans that are of concern to the
Credit
Risk Manager. Each Watchlist Report shall contain a listing of Mortgage
Loans in
any delinquency status, including current and paid-off loans, and may contain
the comments of the Credit Risk Manager in its sole discretion. The Watchlist
Report shall be presented in substantially the same format attached hereto
as
Exhibit R-1;
(ii) Loss
Severity Report: A compilation and summary of all losses, indicating the
loan
loss severity for each Mortgage Pool. Each Loss Severity Report shall include
detail of all losses reported by the Servicer as Realized Losses, except
those
for which the Servicer has not provided detail adequate for reporting purposes.
The Loss Severity Report shall be presented in substantially the same format
attached hereto as Exhibit R-2;
(iii) [Reserved];
(iv) Prepayment
Report: A summary of Prepayment Charges assessed or waived by the Servicer.
The
Prepayment Report shall be presented in substantially the same format attached
hereto as Exhibit R-4; and
(v) Analytics
Report: Analytics Reports shall include statistical and/or graphical portrayals
of (a) the delinquency trend, over time, of the Mortgage Loans; (b) the
constant
prepayment rate “CPR” experience of the Mortgage Loans; and (c) the Standard
Default Assumption experience of the Mortgage Loans. The Analytics Report
shall
be presented in substantially the same format attached hereto as Exhibit
R-5.
The
Credit Risk Manager shall make such reports available each month to
Certificateholders, the Trustee and the Rating Agencies via the Credit
Risk
Manager’s internet website. The Credit Risk Manager’s internet website shall
initially be located at xxxxx://xxxxxxx.xxxxxxx.xxx. The user name for
access to
the website shall be the Certificateholder’s e-mail address and the password
shall be “Fremont 2006-3.” The Trustee shall not have any obligation to review
such reports or otherwise monitor or supervise the activities of the Credit
Risk
Manager.
The
Credit Risk Manager shall reasonably cooperate with the Depositor and the
Trustee in connection with the Trust Fund’s satisfying the reporting
requirements under the 1934 Act with respect to reports prepared by the
Credit
Risk Manager.
The
Credit Risk Manager has not and shall not engage any Subcontractor without
(a)
giving notice to the Sponsor, the Servicer and the Depositor and (b) requiring
any such Subcontractor to provide to the Credit Risk Manager an assessment
report as provided for in Section 3.21 above and an attestation report
as
provided in Section 3.21 above, which reports the Credit Risk Manager shall
include in its assessment and attestation reports.
By
March
15 of each year (or if such day is not a Business Day, the immediately
preceding
Business Day), the Credit Risk Manager shall deliver a signed certification,
in
the form attached hereto as Exhibit Y (the “Credit Risk Manager Certification”),
for the benefit of the Depositor, the Sponsor and the Servicer and for
the
benefit of the Person(s) signing the Form 10-K Certification; provided
(i) that
the Credit Risk Manager Certification shall be so provided by March 15
of such
year only to the extent that the Depositor delivers a draft (without exhibits)
of the applicable Annual Report on Form 10-K to the Credit Risk Manager
by the
5th Business Day in March of such year and (ii) in the event that the Depositor
delivers the draft Form 10-K referred to in clause (i) after the 5th Business
Day in March of such year, the Credit Risk Manager shall deliver the Credit
Risk
Manager Certification as soon as practicable but no later than five calendar
days of delivery to the Credit Risk Manager of such draft Form
10-K.
In
the
event that prior to the filing date of the Form 10-K in March of each year,
the
Credit Risk Manager has knowledge or information material to the Credit
Risk
Manager Certification, the Credit Risk Manager shall promptly notify the
Depositor and the Trustee, in writing.
SECTION
6.09 Limitation
Upon Liability of the Credit Risk Manager.
Neither
the Credit Risk Manager, nor any of its directors, officers, employees,
or
agents shall be under any liability to the Trustee, the Certificateholders,
the
Servicer or the Depositor for any action taken or for refraining from the
taking
of any action made in good faith pursuant to this Agreement, in reliance
upon
information provided by the Servicer under the Credit Risk Management Agreement,
or for errors in judgment; provided, however, that this provision shall
not
protect the Credit Risk Manager or any such person against liability that
would
otherwise be imposed by reason of willful malfeasance or bad faith in its
performance of its duties. The Credit Risk Manager and any director, officer,
employee, or agent of the Credit Risk Manager may rely in good faith on
any
document of any kind prima facie properly executed and submitted by any
Person
respecting any matters arising hereunder, and may rely in good faith upon
the
accuracy of information furnished by the Servicer pursuant to the Credit
Risk
Management Agreement in the performance of its duties thereunder and
hereunder.
SECTION
6.10 Removal
of the Credit Risk Manager.
The
Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in
the
exercise of its or their sole discretion. The Certificateholders shall
provide
written notice of the Credit Risk Manager’s removal to the Trustee. Upon receipt
of such notice, the Trustee shall provide written notice to the Credit
Risk
Manager of its removal, which shall be effective upon receipt of such notice
by
the Credit Risk Manager.
ARTICLE
VII
DEFAULT
SECTION
7.01 Servicer
Events of Termination.
(a) If
any
one of the following events (“Servicer Events of Termination”) shall occur and
be continuing:
(i) (A)
The
failure by the Servicer to make any Advance; or (B) any other failure by
the
Servicer to deposit in the Collection Account or the Distribution Account
any
deposit required to be made under the terms of this Agreement which continues
unremedied for a period of one Business Day after the date upon which written
notice at the addresses listed in Section 11.05 (such written notice shall
also
be sent via facsimile) hereof of such failure shall have been given to
the
Servicer by the Trustee or to the Servicer and the Trustee by the NIMS
Insurer
or any Holders of a Regular Certificate evidencing at least 25% of the
Voting
Rights; or
(ii) The
failure by the Servicer to make any required Servicing Advance which failure
continues unremedied for a period of 30 days, or the failure by the Servicer
duly to observe or perform, in any material respect, any other covenants,
obligations or agreements of the Servicer as set forth in this Agreement,
which
failure continues unremedied for a period of 30 days (or if such failure
or
breach cannot be remedied within 30 days, then such remedy shall have been
commenced within 30 days and diligently pursued thereafter; provided, however,
that in no event shall such failure or breach be allowed to exist for a
period
of greater than 90 days), after the date (A) on which written notice of
such
failure, requiring the same to be remedied, shall have been given to the
Servicer by the Trustee or to the Trustee by the NIMS Insurer or any Holders
of
a Regular Certificate evidencing at least 25% of the Voting Rights or (B)
of
actual knowledge of such failure by a Servicing Officer of the Servicer;
or
(iii) The
entry
against the Servicer of a decree or order by a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
trustee,
conservator, receiver or liquidator in any insolvency, conservatorship,
receivership, readjustment of debt, marshalling of assets and liabilities
or
similar proceedings, or for the winding up or liquidation of its affairs,
and
the continuance of any such decree or order unstayed and in effect for
a period
of 60 days; or
(iv) The
Servicer shall voluntarily go into liquidation, consent to the appointment
of a
conservator or receiver or liquidator or similar person in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Servicer or of or relating to all or
substantially all of its property; or a decree or order of a court or agency
or
supervisory authority having jurisdiction in the premises for the appointment
of
a conservator, receiver, liquidator or similar person in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall
have
been entered against the Servicer and such decree or order shall have remained
in force undischarged, unbonded or unstayed for a period of 60 days; or
the
Servicer shall admit in writing its inability to pay its debts generally
as they
become due, file a petition to take advantage of any applicable insolvency
or
reorganization statute, make an assignment for the benefit of its creditors
or
voluntarily suspend payment of its obligations.
(b) then,
and
in each and every such case, so long as a Servicer Event of Termination
shall
not have been remedied within the applicable grace period, (x) with respect
solely to clause (i)(A) above, if such Advance is not made by 5:00 P.M.,
New
York time, on the Business Day immediately following the Servicer Remittance
Date (provided the Trustee shall give the Servicer notice of such failure
to
advance by 5:00 P.M. New York time on the Servicer Remittance Date), the
Trustee
shall, at the direction of the NIMS Insurer, terminate all of the rights
and
obligations of the Servicer under this Agreement, to the extent permitted
by
law, and in and to the Mortgage Loans and the proceeds thereof and the
Trustee,
or a successor servicer appointed in accordance with Section 7.02, shall
immediately make such Advance and assume, pursuant to Section 7.02, the
duties
of a successor Servicer and (y) in the case of (i)(B), (ii), (iii) or (iv)
above, the Trustee shall, at the direction of the NIMS Insurer or the Holders
of
each Class of Regular Certificates evidencing Percentage Interests aggregating
not less than 51%, by notice then given in writing to the Servicer (and
to the
Trustee if given by the NIMS Insurer or the Holders of Certificates), terminate
all of the rights and obligations of the Servicer as servicer under this
Agreement. Any such notice to the Servicer shall also be given to each
Rating
Agency, the Depositor and the Servicer. On or after the receipt by the
Servicer
(and by the Trustee if such notice is given by the Holders) of such written
notice, all authority and power of the Servicer under this Agreement, whether
with respect to the Certificates or the Mortgage Loans or otherwise, shall
pass
to and be vested in the Trustee pursuant to and under this Section; and,
without
limitation, and the Trustee is hereby authorized and empowered to execute
and
deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any
and
all documents and other instruments, and to do or accomplish all other
acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of each Mortgage
Loan and related documents or otherwise. The Servicer agrees to cooperate
with
the Trustee (or the applicable successor Servicer) in effecting the termination
of the responsibilities and rights of the Servicer hereunder, including,
without
limitation, the delivery to the Trustee of all documents and records requested
by it to enable it to assume the Servicer’s functions under this Agreement
within ten Business Days subsequent to such notice, the transfer within
one
Business Day subsequent to such notice to the Trustee (or the applicable
successor Servicer) for the administration by it of all cash amounts that
shall
at the time be held by the Servicer and to be deposited by it in the Collection
Account, the Distribution Account, any REO Account or any Servicing Account
or
that have been deposited by the Servicer in such accounts or thereafter
received
by the Servicer with respect to the Mortgage Loans or any REO Property
received
by the Servicer. All reasonable costs and expenses (including attorneys’ fees)
incurred in connection with transferring the Mortgage Files to the successor
Servicer and amending this Agreement to reflect such succession as Servicer
pursuant to this Section shall be paid by the predecessor Servicer (or
if the
predecessor Servicer is the Trustee, the initial Servicer) upon presentation
of
reasonable documentation of such costs and expenses and to the extent not
paid
by the Servicer, by the Trust.
SECTION
7.02 Trustee
to Act; Appointment of Successor.
(a) From
the
time the Servicer (and the Trustee, if notice is sent by the Holders) receives
a
notice of termination pursuant to Section 7.01 or 6.04, the Trustee (or
such
other successor Servicer as is approved in accordance with this Agreement)
shall
be the successor in all respects to the Servicer in its capacity as servicer
under this Agreement and the transactions set forth or provided for herein
and
shall be subject to all the responsibilities, duties and liabilities relating
thereto placed on the Servicer by the terms and provisions hereof arising
on and
after its succession. Notwithstanding the foregoing, the parties hereto
agree
that the Trustee, in its capacity as successor Servicer, immediately will
assume
all of the obligations of the Servicer to make advances. Notwithstanding
the
foregoing, the Trustee, in its capacity as successor Servicer, shall not
be
responsible for the lack of information and/or documents that it cannot
obtain
through reasonable efforts. It is understood and agreed by the parties
hereto
that there will be a period of transition (not to exceed 90 days) before
the
transition of servicing obligations is fully effective. As compensation
therefor, the Trustee (or such other successor Servicer) shall be entitled
to
such compensation as the Servicer would have been entitled to hereunder
if no
such notice of termination had been given. Notwithstanding the above, (i)
if the
Trustee is unwilling to act as successor Servicer or (ii) if the Trustee
is
legally unable so to act, the Trustee shall appoint or petition a court
of
competent jurisdiction to appoint, any established housing and home finance
institution, bank or other mortgage loan or home equity loan servicer having
a
net worth of not less than $50,000,000 as the successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities,
duties
or liabilities of the Servicer hereunder; provided, that the appointment
of any
such successor Servicer shall be approved by the NIMS Insurer (such approval
not
to be unreasonably withheld), as evidenced by the prior written consent
of the
NIMS Insurer, and will not result in the qualification, reduction or withdrawal
of the ratings assigned to the Certificates by the Rating Agencies as evidenced
by a letter to such effect from the Rating Agencies. Pending appointment
of a
successor to the Servicer hereunder, the Trustee shall act in such capacity
as
hereinabove provided. In connection with such appointment and assumption,
the
successor shall be entitled to receive compensation out of payments on
Mortgage
Loans in an amount equal to the compensation which the Servicer would otherwise
have received pursuant to Section 3.18 (or such other compensation as the
Trustee and such successor shall agree, not to exceed the Servicing Fee).
The
appointment of a successor Servicer shall not affect any liability of the
predecessor Servicer which may have arisen under this Agreement prior to
its
termination as Servicer to pay any deductible under an insurance policy
pursuant
to Section 3.14, to reimburse the Trustee pursuant to Section 3.06 or to
indemnify the Trustee or the NIMS Insurer pursuant to Section 8.05(c)),
nor
shall any successor Servicer be liable for any acts or omissions of the
predecessor Servicer or for any breach by such Servicer of any of its
representations or warranties contained herein or in any related document
or
agreement. The Trustee and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.
All Servicing Transfer Costs shall be paid by the predecessor Servicer
upon
presentation of reasonable documentation of such costs, and if such predecessor
Servicer defaults in its obligation to pay such costs, such costs shall
be paid
by the successor Servicer or the Trustee (in which case the successor Servicer
or the Trustee, as applicable, shall be entitled to reimbursement therefor
from
the assets of the Trust).
(b) Any
successor to the Servicer, including the Trustee, shall during the term
of its
service as servicer continue to service and administer the Mortgage Loans
for
the benefit of Certificateholders, and maintain in force a policy or policies
of
insurance covering errors and omissions in the performance of its obligations
as
Servicer hereunder and a fidelity bond in respect of its officers, employees
and
agents to the same extent as the Servicer is so required pursuant to Section
3.14.
(c) In
connection with the resignation, removal or expiration of the term of the
Servicer hereunder, or in connection with the resignation or removal of
any
successor to the Servicer (or any other successor to the Servicer appointed
hereunder) acting as successor Servicer hereunder, either (i) the successor
Servicer, (or any other successor to the Servicer appointed hereunder)
acting as
successor Servicer hereunder, shall represent and warrant that it is a
member of
MERS in good standing and shall agree to comply in all material respects
with
the rules and procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS, in which case the predecessor
Servicer shall cooperate with the successor Servicer in causing MERS to
revise
its records to reflect the transfer of servicing to the successor Servicer
as
necessary under MERS’ rules and regulations or (ii) the predecessor Servicer
shall cooperate with the successor Servicer in causing MERS to execute
and
deliver an assignment of Mortgage in recordable form to transfer the Mortgage
from MERS to the Trustee and to execute and deliver such other notices,
documents and other instruments as may be necessary or desirable to effect
a
transfer of such Mortgage Loan or servicing of such Mortgage Loan on the
MERS®
System to the successor Servicer. The predecessor Servicer shall file or
cause
to be filed any such assignment in the appropriate recording office. The
predecessor Servicer shall bear any and all fees of MERS, costs of preparing
any
assignments of Mortgage, and fees and costs of filing any assignments of
Mortgage that may be required under this paragraph.
SECTION
7.03 Waiver
of
Defaults.
The
Majority Certificateholders may, on behalf of all Certificateholders and
with
the consent of the NIMS Insurer, waive any events permitting removal of
the
Servicer as servicer pursuant to this Article VII, provided, however, that
the
Majority Certificateholders may not waive a default in making a required
distribution on a Certificate without the consent of the Holder of such
Certificate and the consent of the NIMS Insurer. Upon any waiver of a past
default, such default shall cease to exist and any Servicer Event of Termination
arising therefrom shall be deemed to have been remedied for every purpose
of
this Agreement. No such waiver shall extend to any subsequent or other
default
or impair any right consequent thereto except to the extent expressly so
waived.
Notice of any such waiver shall be given by the Trustee to the Rating Agencies
and the NIMS Insurer.
SECTION
7.04 Notification
to Certificateholders.
(a) Upon
any
termination or appointment of a successor to the Servicer pursuant to this
Article VII or Section 6.04, the Trustee shall give prompt written notice
thereof to the Certificateholders at their respective addresses appearing
in the
Certificate Register, the NIMS Insurer and each Rating Agency.
(b) No
later
than 60 days after the occurrence of any event which constitutes or which,
with
notice or a lapse of time or both, would constitute a Servicer Event of
Termination for five Business Days after a Responsible Officer of the Trustee
becomes aware of the occurrence of such an event, the Trustee shall transmit
by
mail to all Certificateholders and to the NIMS Insurer notice of such occurrence
unless such default or Servicer Event of Termination shall have been waived
or
cured.
SECTION
7.05 Survivability
of Servicer Liabilities.
Notwithstanding
anything herein to the contrary, upon termination of the Servicer hereunder,
any
liabilities of the Servicer which accrued prior to such termination shall
survive such termination.
ARTICLE
VIII
THE
TRUSTEE
SECTION
8.01 Duties
of
Trustee.
The
Trustee, prior to the occurrence of a Servicer Event of Termination and
after
the curing of all Servicer Events of Termination which may have occurred,
undertakes to perform such duties and only such duties as are specifically
set
forth in this Agreement. If a Servicer Event of Termination has occurred
(which
has not been cured) of which a Responsible Officer has knowledge, the Trustee
shall exercise such of the rights and powers vested in it by this Agreement,
and
use the same degree of care and skill in their exercise, as a prudent man
would
exercise or use under the circumstances in the conduct of his own
affairs.
The
Trustee, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee
which
are specifically required to be furnished pursuant to any provision of
this
Agreement, shall examine them to determine whether they conform to the
requirements of this Agreement; provided, however, that the Trustee will
not be
responsible for the accuracy or content of any such resolutions, certificates,
statements, opinions, reports, documents or other instruments. If any such
instrument is found not to conform to the requirements of this Agreement
in a
material manner the Trustee shall take such action as it deems appropriate
to
have the instrument corrected, and if the instrument is not corrected to
the
Trustee’s satisfaction, the Trustee will provide notice thereof to the
Certificateholders 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 Servicer Event of Termination, and after the curing
of all
such Servicer Events of Termination which may have occurred, the duties
and
obligations of the Trustee shall be determined solely by the express provisions
of this Agreement, the Trustee shall not be liable except for the performance
of
such duties and obligations as are specifically set forth in this Agreement,
no
implied covenants or obligations shall be read into this Agreement against
the
Trustee and, in the absence of bad faith on the part of the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the
opinions expressed therein, upon any certificates or opinions furnished
to the
Trustee and conforming to the requirements of this Agreement;
(ii) the
Trustee shall not be personally liable for an error of judgment made in
good
faith by a Responsible Officer of the Trustee, unless it shall be proved
that
the Trustee was negligent in ascertaining the pertinent facts;
(iii) the
Trustee shall not be personally liable with respect to any action taken,
suffered or omitted to be taken by it in good faith in accordance with
the
direction of the NIMS Insurer or the Majority Certificateholders relating
to the
time, method and place of conducting any proceeding for any remedy available
to
the Trustee, or exercising or omitting to exercise any trust or power conferred
upon the Trustee, under this Agreement; and
(iv) the
Trustee shall not be charged with knowledge of any failure by the Servicer
to
comply with the obligations of the Servicer referred to in clauses (i)
and (ii)
of Section 7.01(a) or of the existence of any Servicer Event of Termination
unless a Responsible Officer of the Trustee at the Corporate Trust Office
obtains actual knowledge of such failure or the Trustee receives written
notice
of such failure from the Depositor, the Servicer, the NIMS Insurer or the
Majority Certificateholders.
The
Trustee shall not be required to expend or risk its own funds or otherwise
incur
financial liability in the performance of any of its duties hereunder,
or in the
exercise of any of its rights or powers, if there is reasonable ground
for
believing that the repayment of such funds or adequate indemnity against
such
risk or liability is not reasonably assured to it, and none of the provisions
contained in this Agreement shall in any event require the Trustee to perform,
or be responsible for the manner of performance of, any of the obligations
of
the Servicer under this Agreement, except during such time, if any, as
the
Trustee shall be the successor to, and be vested with the rights, duties,
powers
and privileges of, the Servicer in accordance with the terms of this
Agreement.
SECTION
8.02 Certain
Matters Affecting the Trustee.
(a) Except
as
otherwise provided in Section 8.01:
(i) the
Trustee may request and rely upon, and shall be protected in acting or
refraining from acting upon, any resolution, Officers’ Certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
reasonably believed by it to be genuine and to have been signed or presented
by
the proper party or parties, and the manner of obtaining consents and of
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable regulations as the Trustee may
prescribe;
(ii) the
Trustee may consult with counsel and any Opinion of Counsel shall be full
and
complete authorization and protection in respect of any action taken or
suffered
or omitted by it hereunder in good faith and in accordance with such Opinion
of
Counsel;
(iii) the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement, or to institute, conduct or defend any
litigation hereunder or in relation hereto, at the request, order or direction
of any of the Certificateholders 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 reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein
or
thereby; the right of the Trustee to perform any discretionary act enumerated
in
this Agreement shall not be construed as a duty, and the Trustee shall
not be
answerable for other than its negligence or willful misconduct in the
performance of any such act;
(iv) the
Trustee shall not be personally liable for any action taken, suffered or
omitted
by it in good faith and believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Agreement;
(v) prior
to
the occurrence of a Servicer Event of Termination and after the curing
of all
Servicer Events of Termination which may have occurred, the Trustee shall
not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or documents, unless
requested in writing to do so by the NIMS Insurer or the Majority
Certificateholder; provided, however, that if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be
incurred
by it in the making of such investigation is, in the opinion of the Trustee,
not
reasonably assured to the Trustee by the security afforded to it by the
terms of
this Agreement, the Trustee may require reasonable indemnity against such
cost,
expense or liability as a condition to such proceeding. The reasonable
expense
of every such examination shall be paid by the Servicer or the NIMS Insurer
(if
requested by the NIMS Insurer) or, if paid by the Trustee, shall be reimbursed
by the Servicer or the NIMS Insurer (if requested by the NIMS Insurer)
upon
demand and, if not reimbursed by the Servicer or the NIMS Insurer (if requested
by the NIMS Insurer), shall be reimbursed by the Trust. Nothing in this
clause
(v) shall derogate from the obligation of the Servicer to observe any applicable
law prohibiting disclosure of information regarding the Mortgagors;
(vi) the
Trustee shall not be accountable, shall have no liability and makes no
representation as to any acts or omissions hereunder of the Servicer until
such
time as the Trustee may be required to act as Servicer pursuant to Section
7.02
and thereupon only for the acts or omissions of the Trustee as successor
Servicer;
(vii) the
Trustee may execute any of the trusts or powers hereunder or perform any
duties
hereunder either directly or by or through agents or attorneys, custodians
or
nominees;
(viii) the
right
of the Trustee to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and the Trustee shall not be answerable
for
other than its negligence or willful misconduct in the performance of such
act;
(ix) the
Trustee shall not be personally liable for any loss resulting from the
investment of funds held in the Collection Account or the REO Account made
at
the direction of the Servicer pursuant to Section 3.12; and
(x) the
Trustee or its Affiliates are permitted to receive compensation that could
be
deemed to be in the Trustee’s economic self-interest for (i) serving as
investment adviser, administrator, shareholder, servicing agent, custodian
or
sub-custodian with respect to certain of the Permitted Investments, (ii)
using
Affiliates to effect transactions in certain Permitted Investments and
(iii)
effecting transactions in certain Permitted Investments. Such compensation
shall
not be considered an amount that is reimbursable or payable pursuant to
Section
3.11.
In
order
to comply with its duties under the U.S. Patriot Act, the Trustee shall
obtain
and verify certain information and documentation from the other parties
hereto,
including, but not limited to, such parties’ name, address and other identifying
information.
In
order
to comply with laws, rules, regulations and executive orders in effect
from time
to time applicable to banking institutions, including those relating to
the
funding of terrorist activities and money laundering (“Applicable Law”), the
Trustee is required to obtain, verify and record certain information relating
to
individuals and entities which maintain a business relationship with the
Trustee. Accordingly, each of the parties agrees to provide to the Trustee
upon
its requiest from time to time such identifying information and documentation
as
may be available for such party in oder to enable the Trustee to comply
with
Applicable Law.
SECTION
8.03 Trustee
Not Liable for Certificates or Mortgage Loans.
The
recitals contained herein and in the Certificates (other than the authentication
of the Trustee on the Certificates) shall be taken as the statements of
the
Depositor, and the Trustee assumes no responsibility for the correctness
of the
same. The Trustee makes no representations as to the validity or sufficiency
of
this Agreement or of the Certificates (other than the signature and
authentication of the Trustee on the Certificates) or of any Mortgage Loan
or
related document or MERS or the MERS System other than with respect to
the
Trustee’s execution and authentication of the Certificates. The Trustee shall
not be accountable for the use or application by the Servicer, or for the
use or
application of any funds paid to the Servicer in respect of the Mortgage
Loans
or deposited in or withdrawn from the Collection Account by the Servicer.
The
Trustee shall at no time have any responsibility or liability for or with
respect to the legality, validity and enforceability of any Mortgage or
any
Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
of any such perfection and priority, or for or with respect to the sufficiency
of the Trust or its ability to generate the payments to be distributed
to
Certificateholders under this Agreement, including, without limitation:
the
existence, condition and ownership of any Mortgaged Property; the existence
and
enforceability of any hazard insurance thereon (other than if the Trustee
shall
assume the duties of the Servicer pursuant to Section 7.02); the validity
of the
assignment of any Mortgage Loan to the Trustee or of any intervening assignment;
the completeness of any Mortgage Loan; the performance or enforcement of
any
Mortgage Loan (other than if the Trustee shall assume the duties of the
Servicer
pursuant to Section 7.02); the compliance by the Depositor, the Originator
or
the Servicer with any warranty or representation made under this Agreement
or in
any related document or the accuracy of any such warranty or representation
prior to the Trustee’s receipt of notice or other discovery of any
non-compliance therewith or any breach thereof; any investment of monies
by or
at the direction of the Servicer or any loss resulting therefrom, it being
understood that the Trustee shall remain responsible for any Trust property
that
it may hold in its individual capacity; the acts or omissions of any of
the
Servicer (other than if the Trustee shall assume the duties of the Servicer
pursuant to Section 7.02), any Sub-Servicer or any Mortgagor; any action
of the
Servicer (other than if the Trustee shall assume the duties of the Servicer
pursuant to Section 7.02), or any Sub- Servicer taken in the name of the
Trustee; the failure of the Servicer or any Sub-Servicer to act or perform
any
duties required of it as agent of the Trustee hereunder; or any action
by the
Trustee taken at the instruction of the Servicer (other than if the Trustee
shall assume the duties of the Servicer pursuant to Section 7.02); provided,
however, that the foregoing shall not relieve the Trustee of its obligation
to
perform its duties under this Agreement, including, without limitation,
the
Trustee’s duty to review the Mortgage Files pursuant to Section 2.01. The
Trustee shall have no responsibility for filing any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain
the perfection of any security interest or lien granted to it hereunder
(unless
the Trustee shall have become the successor Servicer).
SECTION
8.04 Trustee
May Own Certificates.
The
Trustee in its individual or any other capacity may become the owner or
pledgee
of Certificates with the same rights as it would have if it were not Trustee
and
may transact any banking and trust business with the Originator, the Servicer,
the Depositor or their Affiliates.
SECTION
8.05 Trustee
Compensation and Expenses.
(a) On
each
Distribution Date, prior to making any distributions to Certificateholders,
the
Trustee shall withdraw from the Distribution Account and pay to itself
the
Trustee Compensation payable on such Distribution Date consisting of all
income
earned on amounts on deposit in the Distribution Account. The Trustee shall
deposit in the Distribution Account the amount of any loss of principal
incurred
in respect of any Permitted Investment made with funds in the Distribution
Account immediately upon realization of such loss.
(b) The
Trustee, or any director, officer, employee or agent of the Trustee, shall
be
indemnified by the Trust Fund and held harmless against any loss, liability
or
expense (not including expenses and disbursements incurred or made by the
Trustee, including the compensation and the expenses and disbursements
of its
agents and counsel, in the ordinary course of the Trustee’s performance in
accordance with the provisions of this Agreement) incurred by the Trustee
arising out of or in connection with the acceptance or administration of
its
obligations and duties under this Agreement, other than any loss, liability
or
expense (i) resulting from a breach of the Servicer’s obligations and duties
under this Agreement for which the Trustee is indemnified under Section
8.05(b)
or (ii) any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence of the Trustee in the performance
of its
duties hereunder or by reason of the Trustee’s reckless disregard of obligations
and duties hereunder or as a result of a breach of the Trustee’s obligations
under Article X hereof. Any amounts payable to the Trustee, or any director,
officer, employee or agent of the Trustee, in respect of the indemnification
provided by this Section 8.05(a), or pursuant to any other right of
reimbursement from the Trust Fund that the Trustee, or any director, officer,
employee or agent of the Trustee, may have hereunder in its capacity as
such,
may be withdrawn by the Trustee from the Distribution Account at any time.
The
foregoing indemnity shall survive the resignation or removal of the
Trustee.
(c) The
Servicer agrees to indemnify the Trustee, the NIMS Insurer, the Custodian
or any
director, officer, employee or agent of the Trustee, the NIMS Insurer or
Custodian from, and hold it harmless against, any loss, liability or expense
resulting from a breach of the Servicer’s obligations and duties under this
Agreement. Such indemnity shall survive the termination or discharge of
this
Agreement and the resignation or removal of the Trustee and the Servicer
for
actions prior to such resignation or removal. Any payment hereunder made
by the
Servicer to the Trustee shall be from the Servicer’s own funds, without
reimbursement from the Trust Fund therefor.
SECTION
8.06 Eligibility
Requirements for Trustee.
The
Trustee hereunder shall at all times be an entity duly organized and validly
existing under the laws of the United States of America or any state thereof,
authorized under such laws to exercise corporate trust powers, having a
combined
capital and surplus of at least $50,000,000 and subject to supervision
or
examination by federal or state authority. If such entity publishes reports
of
condition at least annually, pursuant to law or to the requirements of
the
aforesaid supervising or examining authority, then for the purposes of
this
Section 8.06, the combined capital and surplus of such entity shall be
deemed to
be its combined capital and surplus as set forth in its most recent report
of
condition so published. The principal office of the Trustee (other than
the
initial Trustee) shall be in a state with respect to which an Opinion of
Counsel
has been delivered to such Trustee and the NIMS Insurer at the time such
Trustee
is appointed Trustee to the effect that the Trust will not be a taxable
entity
under the laws of such state. In case at any time the Trustee shall cease
to be
eligible in accordance with the provisions of this Section 8.06, the Trustee
shall resign immediately in the manner and with the effect specified in
Section
8.07.
SECTION
8.07 Resignation
or Removal of Trustee.
The
Trustee may at any time resign and be discharged from the trusts hereby
created
by giving written notice thereof to the NIMS Insurer, the Depositor, the
Servicer and each Rating Agency. Upon receiving such notice of resignation,
the
Depositor shall promptly appoint a successor Trustee acceptable to the
NIMS
Insurer by written instrument, in duplicate, one copy of which instrument
shall
be delivered to the resigning Trustee and one copy to the successor Trustee.
If
no successor Trustee shall have been so appointed and having accepted
appointment within 30 days after the giving of such notice of resignation,
the
resigning Trustee may petition any court of competent jurisdiction for
the
appointment of a successor Trustee.
If
at any
time the Trustee shall cease to be eligible in accordance with the provisions
of
Section 8.06 and shall fail to resign after written request therefor by
the
Depositor or the NIMS Insurer if at any time the Trustee shall be legally
unable
to act, or shall be adjudged a bankrupt or insolvent, or a receiver of
the
Trustee or of its property shall be appointed, or any public officer shall
take
charge or control of the Trustee or of its property or affairs for the
purpose
of rehabilitation, conservation or liquidation, then the Depositor, the
Servicer
or the NIMS Insurer may remove the Trustee. If the Depositor, the Servicer
or
the NIMS Insurer removes the Trustee under the authority of the immediately
preceding sentence, the Depositor, with the consent of the NIMS Insurer,
shall
promptly appoint a successor Trustee by written instrument, in duplicate,
one
copy of which instrument shall be delivered to the Trustee so removed and
one
copy to the successor trustee.
The
Majority Certificateholders (or the NIMS Insurer upon the failure of the
Trustee
to perform its obligations hereunder) may at any time remove the Trustee
by
written instrument or instruments delivered to the Servicer, the Depositor
and
the Trustee; the Depositor shall thereupon use its best efforts to appoint
a
successor trustee acceptable to the NIMS Insurer in accordance with this
Section.
Any
resignation or removal of the Trustee and appointment of a successor Trustee
pursuant to any of the provisions of this Section 8.07 shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 8.08.
SECTION
8.08 Successor
Trustee.
Any
successor Trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the NIMS Insurer, the Depositor, the Servicer
and to
its predecessor Trustee an instrument accepting such appointment hereunder,
and
thereupon the resignation or removal of the predecessor Trustee shall become
effective, and such successor Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties
and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee. The Depositor, the Servicer and the predecessor Trustee
shall
execute and deliver such instruments and do such other things as may reasonably
be required for fully and certainly vesting and confirming in the successor
Trustee all such rights, powers, duties and obligations.
No
successor Trustee shall accept appointment as provided in this Section
8.08
unless at the time of such acceptance such successor Trustee shall be eligible
under the provisions of Section 8.06 and the appointment of such successor
Trustee shall not result in a downgrading of the Regular Certificates by
either
Rating Agency, as evidenced by a letter from each Rating Agency.
Upon
acceptance of appointment by a successor Trustee as provided in this Section
8.08, the successor Trustee shall mail notice of the appointment of a successor
Trustee hereunder to all Holders of Certificates at their addresses as
shown in
the Certificate Register and to each Rating Agency.
SECTION
8.09 Merger
or
Consolidation of Trustee.
Any
entity into which the Trustee may be merged or converted or with which
it may be
consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any entity succeeding
to
the business of the Trustee, shall be the successor of the Trustee hereunder,
provided such entity shall be eligible under the provisions of Section
8.06 and
8.08, without the execution or filing of any paper or any further act on
the
part of any of the parties hereto, anything herein to the contrary
notwithstanding.
SECTION
8.10 Appointment
of Co-Trustee or Separate Trustee.
Notwithstanding
any other provisions of this Agreement, at any time, for the purpose of
meeting
any legal requirements of any jurisdiction in which any part of the Trust
or any
Mortgaged Property may at the time be located, the Depositor and the Trustee
acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee 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 the Trust,
and to
vest in such Person or Persons, in such capacity and for the benefit of
the
Certificateholders, such title to the Trust, or any part thereof, and,
subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Servicer and the Trustee may consider necessary
or
desirable. Any such co-trustee or separate trustee shall be subject to
the
written approval of the Servicer and the NIMS Insurer. If the 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 the case a Servicer Event of
Termination shall have occurred and be continuing, the Trustee alone shall
have
the power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee
under
Section 8.06, and no notice to Certificateholders of the appointment of
any
co-trustee or separate trustee shall be required under Section 8.08. The
Servicer shall be responsible for the fees of any co-trustee or separate
trustee
appointed hereunder.
Every
separate trustee and co-trustee shall, to the extent permitted by law,
be
appointed and act subject to the following provisions and
conditions:
(i) all
rights, powers, duties and obligations conferred or imposed upon the Trustee
shall be conferred or imposed upon and exercised or performed by the Trustee
and
such separate trustee or co-trustee jointly (it being understood that such
separate trustee or co-trustee is not authorized to act separately without
the
Trustee joining in such act), except to the extent that under any law of
any
jurisdiction in which any particular act or acts are to be performed (whether
as
Trustee hereunder or as successor to the Servicer hereunder), the Trustee
shall
be incompetent or unqualified to perform such act or acts, in which event
such
rights, powers, duties and obligations (including the holding of title
to the
Trust or any portion thereof in any such jurisdiction) shall be exercised
and
performed singly by such separate trustee or co-trustee, but solely at
the
direction of the Trustee;
(ii) no
trustee hereunder shall be held personally liable by reason of any act
or
omission of any other trustee hereunder; and
(iii) the
Servicer and the Trustee, acting jointly and with the consent of the NIMS
Insurer, may at any time accept the resignation of or remove any separate
trustee or co-trustee except that following the occurrence of a Servicer
Event
of Termination, the Trustee acting alone may accept the resignation or
remove
any separate trustee or co-trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to
have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of this Article
VIII. Each separate trustee and co-trustee, upon its acceptance of the
trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately,
as may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the
conduct
of, affecting the liability of, or affording protection to, the Trustee.
Every
such instrument shall be filed with the Trustee and a copy thereof given
to the
Depositor, the 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 Limitation
of Liability.
The
Certificates are executed by the Trustee, not in its individual capacity
but
solely as Trustee of the Trust, in the exercise of the powers and authority
conferred and vested in it by the Trust Agreement. Each of the undertakings
and
agreements made on the part of the Trustee in the Certificates is made
and
intended not as a personal undertaking or agreement by the Trustee but
is made
and intended for the purpose of binding only the Trust.
SECTION
8.12 Trustee
May Enforce Claims Without Possession of Certificates.
(a) All
rights of action and claims under this Agreement or the Certificates may
be
prosecuted and enforced by the Trustee without the possession of any of
the
Certificates or the production thereof in any proceeding relating thereto,
and
such proceeding instituted by the Trustee shall be brought in its own name
or in
its capacity as Trustee for the benefit of all Holders of such Certificates,
subject to the provisions of this Agreement. Any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursement and advances of the Trustee, its agents and counsel, be for
the
ratable benefit of the Certificateholders in respect of which such judgment
has
been recovered.
(b) The
Trustee shall afford the Originator, the Depositor, the Servicer, the NIMS
Insurer and each Certificateholder upon reasonable prior notice during
normal
business hours, access to all records maintained by the Trustee in respect
of
its duties hereunder and access to officers of the Trustee responsible
for
performing such duties. Upon request, the Trustee shall furnish the Depositor,
the Servicer, the NIMS Insurer and any requesting Certificateholder with
its
most recent financial statements. The Trustee shall cooperate fully with
the
Originator, the Servicer, the NIM Insurer, the Depositor and such
Certificateholder and shall make available to the Originator, the Servicer,
the
Depositor, the NIMS Insurer and such Certificateholder for review and copying
such books, documents or records as may be requested with respect to the
Trustee’s duties hereunder. The Originator, the Depositor, the Servicer and the
Certificateholders shall not have any responsibility or liability for any
action
or failure to act by the Trustee and are not obligated to supervise the
performance of the Trustee under this Agreement or otherwise.
SECTION
8.13 Suits
for
Enforcement.
In
case a
Servicer Event of Termination or other default by the Servicer or the Depositor
hereunder shall occur and be continuing, the Trustee, shall, at the direction
of
the Majority Certificateholders or the NIMS Insurer, or may, proceed to
protect
and enforce its rights and the rights of the Certificateholders or the
NIMS
Insurer under this Agreement by a suit, action or proceeding in equity
or at law
or otherwise, whether for the specific performance of any covenant or agreement
contained in this Agreement or in aid of the execution of any power granted
in
this Agreement or for the enforcement of any other legal, equitable or
other
remedy, as the Trustee, being advised by counsel, and subject to the foregoing,
shall deem most effectual to protect and enforce any of the rights of the
Trustee, the NIMS Insurer and the Certificateholders.
SECTION
8.14 Waiver
of
Bond Requirement.
The
Trustee shall be relieved of, and each Certificateholder hereby waives,
any
requirement of any jurisdiction in which the Trust, or any part thereof,
may be
located that the Trustee post a bond or other surety with any court, agency
or
body whatsoever.
SECTION
8.15 Waiver
of
Inventory, Accounting and Appraisal Requirement.
The
Trustee shall be relieved of, and each Certificateholder hereby waives,
any
requirement of any jurisdiction in which the Trust, or any part thereof,
may be
located that the Trustee file any inventory, accounting or appraisal of
the
Trust with any court, agency or body at any time or in any manner
whatsoever.
ARTICLE
IX
REMIC
ADMINISTRATION
SECTION
9.01 REMIC
Administration.
(a) REMIC
elections as set forth in the Preliminary Statement shall be made by the
Trustee
on Form 1066 or other appropriate federal tax or information return for
the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. The regular interests and residual interest in
each
REMIC shall be as designated in the Preliminary Statement. For the purposes
of
the REMIC elections in respect of the Trust Fund, (i) the REMIC 1 Regular
Interests will represent the “regular interests” in REMIC 1, the Class R-1
Interest will constitute the sole class of “residual interests” in REMIC 1, (ii)
the REMIC 2 Regular Interests will represent the “regular interests” in REMIC 2,
the Class R-2 Interest will constitute the sole class of “residual interests” in
REMIC 2, (iii) the REMIC 3 Regular Interests will represent the “regular
interests” in REMIC 3, the Class R-3 Interest will constitute the sole class of
“residual interests” in REMIC 3, (iv) the Class A Certificates, the Class M
Certificates (exclusive of any right to receive distributions from the
Net WAC
Rate Carryover Reserve Account in respect of the Net WAC Rate Carryover
Amount
or the Swap Account or any obligation to make payments to the Swap Account),
the
Class C Interest, the Class IO Interest and the Class P Interest shall
be
designated as the “regular interests” in REMIC 4 and the Class R-4 Interest will
constitute the sole class of “residual interests” in REMIC 4, (v) the Class C
Certificates (exclusive of any obligation to make payments to the Net WAC
Rate
Carryover Reserve Account in respect of the Net WAC Rate Carryover Amount)
will
represent ownership of “regular interests” in REMIC 5 and the Class R-5 Interest
will constitute the sole class of “residual interests” in REMIC 5, (vi) the
Class P Certificates will represent ownership of “regular interests” in REMIC 6
and the Class R-6 Interest will constitute the sole class of “residual
interests” in REMIC 6, (vii) the REMIC 7 Regular Interest SWAP IO will represent
ownership of “regular interests” in REMIC 7 and the Class R-7 Interest will
constitute the sole class of “residual interests” in REMIC 7, (viii) the Class R
Certificates will evidence ownership of the Class R-2 Interest, Class R-3
Interest and Class R-4 Interest and (ix) the Class R-X Certificates will
evidence ownership of the Class R-5 Interest, the Class R-6 Interest and
the
Class R-7 Interest. The Securities Administrator and the Trustee shall
not
permit the creation of any “interests” (within the meaning of Section 860G of
the Code) in any REMIC created hereunder other than (a) the REMIC 1 Regular
Interests, the REMIC 2 Regular Interests, the REMIC 3 Regular Interests,
the
REMIC 4 Regular Interests, the REMIC 5 Regular Interests, the REMIC 6 Regular
Interests or the REMIC 7 Regular Interests, the ownership of which is
represented by the Class A Certificates, the Class M Certificates, the
REMIC 7
Regular Interest SWAP IO, the Class C Certificates and the Class P Certificates
and (b) the Class R-2 Interest, the Class R-3 Interest, the Class R-4 Interest,
the Class R-5 Interest, the Class R-6 Interest and the Class R-7 Interest.
The
Securities Administrator will apply for an Employee Identification Number
from
the IRS via form SS-4 or any other acceptable method for each Trust
REMIC
(b) The
Closing Date is hereby designated as the “Startup Day” of each REMIC within the
meaning of section 860G(a)(9) of the Code.
(c) The
Trustee shall pay any and all expenses relating to any tax audit of any
REMIC
(including, but not limited to, any professional fees or any administrative
or
judicial proceedings with respect to any Trust REMIC that involve the Internal
Revenue Service or state tax authorities), including the expense of obtaining
any tax related Opinion of Counsel. The Trustee shall be entitled to
reimbursement of expenses incurred pursuant to this Section 9.01(c) to
the
extent provided in Section 8.05.
(d) The
Trustee shall prepare, sign and file, all of the REMICs’ federal and state tax
and information returns (including Form 8811) as the direct representative
each
REMIC created hereunder. The expenses of preparing and filing such returns
shall
be borne by the Trustee.
(e) The
Holder of the Class R Certificate at any time holding the largest Percentage
Interest thereof shall be the “tax matters person” as defined in the REMIC
Provisions (the related “Tax Matters Person”) with respect to REMIC 1, REMIC 2,
REMIC 3 and REMIC 4 and shall act as Tax Matters Person for REMIC 1, REMIC
2,
REMIC 3 and REMIC 4. The Holder of the Class R-X Certificate at any time
holding
the largest Percentage Interest thereof shall be the Tax Matters Person
with
respect to REMIC 5, REMIC 6 and REMIC 7 and shall act as Tax Matters Person
for
REMIC 5, REMIC 6 and REMIC 7. The Trustee, as agent for the Tax Matters
Person,
shall perform on behalf of each REMIC all reporting and other tax compliance
duties that are the responsibility of such REMIC under the Code, the REMIC
Provisions, or other compliance guidance issued by the Internal Revenue
Service
or any state or local taxing authority. Among its other duties, if required
by
the Code, the REMIC Provisions, or other such guidance, the Trustee, as
agent
for the Tax Matters Person, shall provide (i) to the Treasury or other
governmental authority such information as is necessary for the application
of
any tax relating to the transfer of a Residual Certificate to any disqualified
person or organization and (ii) to the Certificateholders such information
or
reports as are required by the Code or REMIC Provisions. The Trustee, as
agent
for the Tax Matters Person, shall represent each REMIC in any administrative
or
judicial proceedings relating to an examination or audit by any governmental
taxing authority, request an administrative adjustment as to any taxable
year of
any REMIC, enter into settlement agreements with any government taxing
agency,
extend any statute of limitations relating to any item of any REMIC and
otherwise act on behalf of any REMIC in relation to any tax matter involving
the
Trust.
(f) The
Trustee, the Servicer and the Holders of Certificates shall take any action
or
cause the REMIC to take any action necessary to create or maintain the
status of
each REMIC as a REMIC under the REMIC Provisions and shall assist each
other as
necessary to create or maintain such status. Neither the Trustee, the Servicer
nor the Holder of any Residual Certificate shall take any action, cause
any
REMIC created hereunder to take any action or fail to take (or fail to
cause to
be taken) any action that, under the REMIC Provisions, if taken or not
taken, as
the case may be, could (i) endanger the status of such REMIC as a REMIC
or (ii)
result in the imposition of a tax upon such REMIC (including but not limited
to
the tax on prohibited transactions as defined in Code Section 860F(a)(2)
and the
tax on prohibited contributions set forth on Section 860G(d) of the Code)
(either such event, an “Adverse REMIC Event”) unless the Trustee, the NIMS
Insurer and the Servicer have received an Opinion of Counsel (at the expense
of
the party seeking to take such action) to the effect that the contemplated
action will not endanger such status or result in the imposition of such
a tax.
In addition, prior to taking any action with respect to any REMIC created
hereunder or the assets therein, or causing such REMIC to take any action,
which
is not expressly permitted under the terms of this Agreement, any Holder
of a
Residual Certificate will consult with the Trustee, the NIMS Insurer and
the
Servicer, or their respective designees, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to
any
REMIC, and no such Person shall take any such action or cause any REMIC
to take
any such action as to which the Trustee, the NIMS Insurer or the Servicer
has
advised it in writing that an Adverse REMIC Event could occur.
(g) Each
Holder of a Residual Certificate shall pay when due any and all taxes imposed
on
each REMIC created hereunder by federal or state governmental authorities.
To
the extent that such Trust taxes are not paid by a Residual Certificateholder,
the Trustee shall pay any remaining REMIC taxes out of current or future
amounts
otherwise distributable to the Holder of the Residual Certificate in the
REMICs
or, if no such amounts are available, out of other amounts held in the
Distribution Account, and shall reduce amounts otherwise payable to Holders
of
regular interests in the related REMIC. Subject to the foregoing, in the
event
that a REMIC incurs a state or local tax, including franchise taxes, as
a result
of a determination that such REMIC is domiciled in the State of California
for
state tax purposes by virtue of the location of the Servicer, the Servicer
agrees to pay on behalf of such REMIC when due, any and all state and local
taxes imposed as a result of such a determination, in the event that the
Holder
of the related Residual Certificate fails to pay such taxes, if any, when
imposed.
(h) The
Trustee, as agent for the Tax Matters Person, shall, for federal income
tax
purposes, maintain books and records with respect to each REMIC created
hereunder on a calendar year and on an accrual basis.
(i) No
additional contributions of assets shall be made to any REMIC created hereunder,
except as expressly provided in this Agreement with respect to eligible
substitute mortgage loans.
(j) Neither
the Trustee nor the Servicer shall enter into any arrangement by which
any REMIC
created hereunder will receive a fee or other compensation for
services.
(k) On
or
before April 15 of each calendar year beginning in 2007, the Servicer shall
deliver to the NIMS Insurer, the Trustee and each Rating Agency an Officers’
Certificate stating the Servicer’s compliance with the provisions of this
Section 9.01.
(l) The
Trustee will apply for an Employee Identification Number from the Internal
Revenue Service via a Form SS-4 or other acceptable method for all tax
entities
and shall complete the Form 8811.
SECTION
9.02 Prohibited
Transactions and Activities.
Neither
the Depositor, the Servicer nor the Trustee shall sell, dispose of, or
substitute for any of the Mortgage Loans, except in a disposition pursuant
to
(i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust
Fund,
(iii) the termination of any REMIC created hereunder pursuant to Article
X of
this Agreement, (iv) a substitution pursuant to Article II of this Agreement
or
(v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement,
nor
acquire any assets for any REMIC, nor sell or dispose of any investments
in the
Distribution Account for gain, nor accept any contributions to either REMIC
after the Closing Date, unless it and the NIMS Insurer have received an
Opinion
of Counsel (at the expense of the party causing such sale, disposition,
or
substitution) that such disposition, acquisition, substitution, or acceptance
will not (a) affect adversely the status of any REMIC created hereunder
as a
REMIC or of the interests therein other than the Residual Certificates
as the
regular interests therein, (b) affect the distribution of interest or principal
on the Certificates, (c) result in the encumbrance of the assets transferred
or
assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
or (d) cause any REMIC created hereunder to be subject to a tax on prohibited
transactions or prohibited contributions pursuant to the REMIC
Provisions.
SECTION
9.03 Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
(a) In
the
event that any REMIC fails to qualify as a REMIC, loses its status as a
REMIC,
or incurs federal, state or local taxes as a result of a prohibited transaction
or prohibited contribution under the REMIC Provisions due to the negligent
performance by the Servicer of its duties and obligations set forth herein,
the
Servicer shall indemnify the NIMS Insurer, the Trustee and the Trust Fund
against any and all losses, claims, damages, liabilities or expenses (“Losses”)
resulting from such negligence; provided, however, that the Servicer shall
not
be liable for any such Losses attributable to the action or inaction of
the
Trustee, the Depositor or the Holder of such Residual Certificate, as
applicable, nor for any such Losses resulting from misinformation provided
by
the Holder of such Residual Certificate on which the Servicer has relied.
The
foregoing shall not be deemed to limit or restrict the rights and remedies
of
the Holder of such Residual Certificate now or hereafter existing at law
or in
equity. Notwithstanding the foregoing, however, in no event shall the Servicer
have any liability (1) for any action or omission that is taken in accordance
with and in compliance with the express terms of, or which is expressly
permitted by the terms of, this Agreement, (2) for any Losses other than
arising
out of a negligent performance by the Servicer of its duties and obligations
set
forth herein, and (3) for any special or consequential damages to
Certificateholders (in addition to payment of principal and interest on
the
Certificates).
(b) In
the
event that any REMIC fails to qualify as a REMIC, loses its status as a
REMIC,
or incurs federal, state or local taxes as a result of a prohibited transaction
or prohibited contribution under the REMIC Provisions due to the negligent
performance by the Trustee of its duties and obligations set forth herein,
the
Trustee shall indemnify the Trust Fund against any and all Losses resulting
from
such negligence; provided, however, that the Trustee shall not be liable
for any
such Losses attributable to the action or inaction of the Servicer, the
Depositor or the Holder of such Residual Certificate, as applicable, nor
for any
such Losses resulting from misinformation provided by the Holder of such
Residual Certificate on which the Trustee has relied. The foregoing shall
not be
deemed to limit or restrict the rights and remedies of the Holder of such
Residual Certificate now or hereafter existing at law or in equity.
Notwithstanding the foregoing, however, in no event shall the Trustee have
any
liability (1) for any action or omission that is taken in accordance with
and in
compliance with the express terms of, or which is expressly permitted by
the
terms of, this Agreement, (2) for any Losses other than arising out of
a
negligent performance by the Trustee of its duties and obligations set
forth
herein, and (3) for any special or consequential damages to Certificateholders
(in addition to payment of principal and interest on the
Certificates).
ARTICLE
X
TERMINATION
SECTION
10.01 Termination.
(a) The
respective obligations and responsibilities of the Servicer, the Depositor
and
the Trustee created hereby (other than the obligation of the Trustee to
make
certain payments to Certificateholders after the final Distribution Date
and the
obligation of the Servicer to send certain notices as hereinafter set forth)
shall terminate upon notice to the Trustee upon the earliest of (i) the
Distribution Date on which the Certificate Principal Balances of the Regular
Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the optional
purchase
by the Terminator of the Mortgage Loans as described below and (iv) the
Assumed
Final Maturity Date as defined in the Preliminary Statement. Notwithstanding
the
foregoing, in no event shall the trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the descendants
of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court
of St.
James’s, living on the date hereof.
The
Servicer (in such context, the “Terminator”), may, at its option, terminate this
Agreement on any date on which the aggregate Stated Principal Balance of
the
Mortgage Loans (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) on such date is equal to or less than 10% of the sum of (i) the
aggregate Stated Principal Balance of the Initial Mortgage Loans on the
Cut-off
Date and (ii) the Original Pre-Funded Amounts, by purchasing, on the next
succeeding Distribution Date, all of the outstanding Mortgage Loans and
REO
Properties at a price equal to the greater of (i) the Stated Principal
Balance
of the Mortgage Loans (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced,
and
unscheduled collections of principal received during the related Prepayment
Period) and the appraised value of the REO Properties and (ii) fair market
value
of the Mortgage Loans and REO Properties (as determined and as agreed upon
in
their good faith business judgment (determined as provided in the last
sentence
of this paragraph) as of the Close of Business on the third Business Day
next
preceding the date upon which notice of any such termination is furnished
to the
related Certificateholders pursuant to Section 10.01(c) by (x) the Terminator,
(y) the Holders of a majority in Percentage Interest in the Class C Certificates
and (z) if the Floating-Rate Certificates will not receive all amounts
owed to
it as a result of the termination, the Trustee (provided that if this clause
(z)
applies to such determination, such determination shall, notwithstanding
anything to the contrary herein, be based solely upon an appraisal obtained
as
provided in the last sentence of this paragraph)), plus accrued and unpaid
interest thereon at the weighted average of the Mortgage Rates through
the end
of the Due Period preceding the final Distribution Date plus unreimbursed
Servicing Advances, Advances, any unpaid Servicing Fees allocable to such
Mortgage Loans and REO Properties, any accrued and unpaid Net WAC Rate
Carryover
Amounts and any Swap Termination Payment payable to the Swap Provider then
remaining unpaid or which is due to the exercise of such option (the
“Termination Price”); provided, however, such option may only be exercised if
the Termination Price is sufficient to result in the payment of all interest
accrued on, as well as amounts necessary to retire the principal balance
of,
each class of notes issued pursuant to the Indenture and any amounts owed
to the
NIMS Insurer (as it notifies the Trustee and Servicer in writing). If the
determination of the fair market value of the Mortgage Loans and REO Properties
shall be required to be made and agreed upon by the Terminator, the Holders
of a
majority in Percentage Interest in the Class C Certificates and the Trustee
as
provided in (ii) above in their good faith business judgment, such determination
shall be based on an appraisal of the value of the Mortgage Loans and REO
Properties conducted by an independent appraiser mutually agreed upon by
the
Terminator, the Holders of a majority in Percentage Interest in the Class
C
Certificates and the Trustee in their reasonable discretion, and (A) such
appraisal shall be obtained at no expense to the Trustee and (B) notwithstanding
anything to the contrary above, the Trustee may solely and conclusively
rely on,
and shall be protected in relying on, such appraisal in making such
determination.
By
acceptance of a Residual Certificate, the Holders of the Residual Certificates
agree, in connection with any termination hereunder, to assign and transfer
any
amounts in excess of par, and to the extent received in respect of such
termination, to pay any such amounts to the Holders of the Class C
Certificates.
In
connection with any such purchase pursuant to the preceding paragraph,
the
Terminator shall deposit in the Distribution Account all amounts then on
deposit
in the Collection Account, which deposit shall be deemed to have occurred
immediately preceding such purchase.
Any
such
purchase shall be accomplished by deposit into the Distribution Account
on the
Determination Date before such Distribution Date of the Termination
Price.
(b) Notice
of
any termination, specifying the Distribution Date (which shall be a date
that
would otherwise be a Distribution Date) upon which the Certificateholders
may
surrender their Certificates to the Trustee for payment of the final
distribution and cancellation, shall be given promptly by the Trustee upon
the
Trustee receiving notice of such date from the Terminator, by letter to
the
Certificateholders mailed not earlier than the 15th
day and
not later than the 25th
day of
the month next preceding the month of such final distribution specifying
(1) the
Distribution Date upon which final distribution of the Certificates will
be made
upon presentation and surrender of such Certificates at the office or agency
of
the Trustee therein designated, (2) the amount of any such final distribution
and (3) that the Record Date otherwise applicable to such Distribution
Date is
not applicable, distributions being made only upon presentation and surrender
of
the Certificates at the office or agency of the Trustee therein
specified.
(c) Upon
presentation and surrender of the Certificates, the Trustee shall cause
to be
distributed to the Holders of the Certificates on the Distribution Date
for such
final distribution, in proportion to the Percentage Interests of their
respective Class and to the extent that funds are available for such purpose,
an
amount equal to the amount required to be distributed to such Holders in
accordance with the provisions of Section 4.01 for such Distribution Date.
By
acceptance of the Residual Certificates, the Holders of the Residual
Certificates agree, in connection with any termination hereunder, to assign
and
transfer any amounts in excess of the par value of the Mortgage Loans,
and to
the extent received in respect of such termination, to pay any such amounts
to
the Holders of the Class C Certificates.
(d) In
the
event that all Certificateholders shall not surrender their Certificates
for
final payment and cancellation on or before such final Distribution Date,
the
Trustee shall promptly following such date cause all funds in the Distribution
Account not distributed in final distribution to Certificateholders to
be
withdrawn therefrom and credited to the remaining Certificateholders by
depositing such funds in a separate Servicing Account for the benefit of
such
Certificateholders, and the Servicer (if the Servicer has exercised its
right to
purchase the Mortgage Loans) or the Trustee (in any other case) shall give
a
second written notice to the remaining Certificateholders, to surrender
their
Certificates for cancellation and receive the final distribution with respect
thereto. If within nine months after the second notice all the Certificates
shall not have been surrendered for cancellation, the Residual
Certificateholders shall be entitled to all unclaimed funds and other assets
which remain subject hereto, and the Trustee upon transfer of such funds
shall
be discharged of any responsibility for such funds, and the Certificateholders
shall look to the Residual Certificateholders for payment.
(e) Upon
a
termination pursuant to this Section 10.01, the Trustee shall assign to
the
Terminator each of the representations and warranties made by the Originator
and
the Seller pursuant to the Master Agreement and the Assignment Agreement,
without recourse, representation or warranty.
SECTION
10.02 Additional
Termination Requirements.
(a) In
the
event that the Terminator exercises its purchase option as provided in
Section
10.01, each REMIC shall be terminated in accordance with the following
additional requirements, unless the Trustee shall have been furnished with
an
Opinion of Counsel to the effect that the failure of the Trust to comply
with
the requirements of this Section will not (i) result in the imposition
of taxes
on “prohibited transactions” of the Trust as defined in Section 860F of the Code
or (ii) cause any REMIC constituting part of the Trust Fund to fail to
qualify
as a REMIC at any time that any Certificates are outstanding:
(i) Within
90
days prior to the final Distribution Date, the Terminator shall adopt and
the
Trustee shall sign a plan of complete liquidation of each REMIC created
hereunder meeting the requirements of a “Qualified Liquidation” under Section
860F of the Code and any regulations thereunder; and
(ii) At
or
after the time of adoption of such a plan of complete liquidation and at
or
prior to the final Distribution Date, the Trustee shall sell all of the
assets
of the Trust Fund to the Terminator for cash pursuant to the terms of the
plan
of complete liquidation.
(b) By
their
acceptance of Certificates, the Holders thereof hereby agree to appoint
the
Trustee as their attorney in fact to: (i) adopt such a plan of complete
liquidation (and the Certificateholders hereby appoint the Trustee as their
attorney in fact to sign such plan) as appropriate and (ii) to take such
other
action in connection therewith as may be reasonably required to carry out
such
plan of complete liquidation all in accordance with the terms
hereof.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
SECTION
11.01 Amendment.
This
Agreement may be amended from time to time by the Depositor, the Servicer
and
the Trustee with the consent of the NIMS Insurer and without the consent
of the
Certificateholders (i) to cure any ambiguity, (ii) to correct or supplement
any
provisions herein which may be defective or inconsistent with any other
provisions herein or (iii) to make any other provisions with respect to
matters
or questions arising under this Agreement which shall not be inconsistent
with
the provisions of this Agreement; provided that such action shall not,
as
evidenced by either (a) an Opinion of Counsel delivered to the Trustee
or (b)
written notice to the Depositor, the Servicer and the Trustee from each
Rating
Agency that such action will not result in the reduction or withdrawal
of the
rating of any outstanding Class of Certificates with respect to which it
is a
Rating Agency, adversely affect in any material respect the interests of
any
Certificateholder. No amendment shall be deemed to adversely affect in
any
material respect the interests of any Certificateholder who shall have
consented
thereto, and no Opinion of Counsel or Rating Agency confirmation shall
be
required to address the effect of any such amendment on any such consenting
Certificateholder.
In
addition, this Agreement may be amended from time to time by the Depositor,
the
Servicer and the Trustee with the consent of the NIMS Insurer, the Swap
Provider
and the Majority Certificateholders for the purpose of adding any provisions
to
or changing in any manner or eliminating any of the provisions of this
Agreement
or of modifying in any manner the rights of the Holders of Certificates;
provided, however, that no such amendment or waiver shall (x) reduce in
any
manner the amount of, or delay the timing of, payments on the Certificates
or
distributions which are required to be made on any Certificate without
the
consent of the Holder of such Certificate, (y) adversely affect in any
material
respect the interests of the Swap Provider or Holders of any Class of
Certificates (as evidenced by either (i) an Opinion of Counsel delivered
to the
Trustee or (ii) written notice to the Depositor, the Servicer and the Trustee
from each Rating Agency that such action will not result in the reduction
or
withdrawal of the rating of any outstanding Class of Certificates with
respect
to which it is a Rating Agency) in a manner other than as described in
clause
(x) above, without the consent of the Holders of Certificates of such Class
evidencing at least a 66% Percentage Interest in such Class, or (z) reduce
the
percentage of Voting Rights required by clause (y) above without the consent
of
the Holders of all Certificates of such Class then outstanding. Upon approval
of
an amendment, a copy of such amendment shall be sent to the Rating
Agencies.
Notwithstanding
any provision of this Agreement to the contrary, the Trustee shall not
consent
to any amendment to this Agreement unless it shall have first received
an
Opinion of Counsel, delivered by (and at the expense of) the Person seeking
such
Amendment and satisfactory to the NIMS Insurer, to the effect that such
amendment will not result in the imposition of a tax on any REMIC created
hereunder constituting part of the Trust Fund pursuant to the REMIC Provisions
or cause any REMIC created hereunder constituting part of the Trust to
fail to
qualify as a REMIC at any time that any Certificates are outstanding and
that
the amendment is being made in accordance with the terms hereof.
Notwithstanding
any of the other provisions of this Section 11.01, none of the Depositor,
the
Servicer or the Trustee shall enter into any amendment to Section 4.05
or
Section 11.10 of this Agreement without the prior written consent of the
Swap
Provider.
Promptly
after the execution of any such amendment the Trustee shall furnish, at
the
expense of the Person that requested the amendment if such Person is the
Servicer (but in no event at the expense of the Trustee), otherwise at
the
expense of the Trust, a copy of such amendment and the Opinion of Counsel
referred to in the immediately preceding paragraph to the Servicer, the
NIMS
Insurer and each Rating Agency.
It
shall
not be necessary for the consent of Certificateholders under this Section
11.01
to approve the particular form of any proposed amendment; instead it shall
be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trustee may prescribe.
The
Trustee may, but shall not be obligated to, enter into any amendment pursuant
to
this Section 11.01 that affects its rights, duties and immunities under
this
Agreement or otherwise.
SECTION
11.02 Recordation
of Agreement; Counterparts.
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any or all of the properties subject
to
the Mortgages are situated, and in any other appropriate public recording
office
or elsewhere, such recordation to be effected by the Servicer at the expense
of
the Trust, but only upon direction of Certificateholders accompanied by
an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any
number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall together constitute but one and the same
instrument.
SECTION
11.03 Limitation
on Rights of Certificateholders.
The
death
or incapacity of any Certificateholder shall not (i) operate to terminate
this
Agreement or the Trust, (ii) entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust, or
(iii)
otherwise affect the rights, obligations and liabilities of the parties
hereto
or any of them.
Except
as
expressly provided for herein, no Certificateholder shall have any right
to vote
or in any manner otherwise control the operation and management of the
Trust, or
the obligations of the parties hereto, nor shall anything herein set forth
or
contained in the terms of the Certificates be construed so as to constitute
the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third person
by
reason of any action taken by the parties to this Agreement pursuant to
any
provision hereof.
No
Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law
upon
or under or with respect to this Agreement, unless such Holder previously
shall
have given to the Trustee a written notice of default and of the continuance
thereof, as hereinbefore provided, and unless also the Holders of Certificates
entitled to at least 25% of the Voting Rights shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own
name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities
to be
incurred therein or thereby, and the Trustee for 15 days after its receipt
of
such notice, request and offer of indemnity, shall have neglected or refused
to
institute any such action, suit or proceeding. It is understood and intended,
and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue of any provision
of this
Agreement to affect, disturb or prejudice the rights of the Holders of
any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise
provided
for herein, or to enforce any right under this Agreement, except in the
manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions
of this
Section 11.03 each and every Certificateholder and the Trustee shall be
entitled
to such relief as can be given either at law or in equity.
SECTION
11.04 Governing
Law; Jurisdiction.
This
Agreement shall be construed in accordance with the laws of the State of
New
York, and the obligations, rights and remedies of the parties hereunder
shall be
determined in accordance with such laws. With respect to any claim arising
out
of this Agreement, each party irrevocably submits to the exclusive jurisdiction
of the courts of the State of New York and the United States District Court
located in the Borough of Manhattan in The City of New York, and each party
irrevocably waives any objection which it may have at any time to the laying
of
venue of any suit, action or proceeding arising out of or relating hereto
brought in any such courts, irrevocably waives any claim that any such
suit,
action or proceeding brought in any such court has been brought in any
inconvenient forum and further irrevocably waives the right to object,
with
respect to such claim, suit, action or proceeding brought in any such court,
that such court does not have jurisdiction over such party, provided that
service of process has been made by any lawful means.
SECTION
11.05 Notices.
All
directions, demands and notices hereunder shall be in writing and shall
be
deemed to have been duly given if personally delivered at or mailed by
first
class mail, postage prepaid, by facsimile or by express delivery service,
to (a)
in the case of the Servicer, in the case of the Servicer, 0 Xxxx Xxxxxx,
Xxx
Xxxxxx, XX 00000-0000, Attention: Xxxx X. Xxxxx, MAC X 2302-33, (telecopy
number: (000) 000-0000), with a copy to General Counsel, 0 Xxxx Xxxxxx,
Xxx
Xxxxxx, XX 00000-0000, MAC X 2401-06T, (telecopy number: (000) 000-0000),
or
such other address or telecopy number as may hereafter be furnished to
the
Depositor and the Trustee in writing by the Servicer, (b) in the case of
the
Trustee, Deutsche Bank National Trust Company, 0000 Xxxx Xx. Xxxxxx Xxxxx,
Xxxxx
Xxx, Xxxxxxxxxx 00000-0000, Attention: Trust Administration - GC06F3 (telecopy
number: (000) 000-0000) and with respect to any notices, reports or other
information to be sent to the Trustee pursuant to Section 4.07 by electronic
mail, to XXXXX.xxxxxxxxxxxxx@XX.xxx,
or such
other address or telecopy number as may hereafter be furnished to the Depositor,
the NIMS Insurer and the Servicer in writing by the Trustee (c) in the
case of
the Depositor, Financial Asset Securities Corp., 000 Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxx 00000, Attention: Legal, or such other address as may be furnished
to the Servicer, the NIMS Insurer and the Trustee in writing by the Depositor
and (d) in the case of the NIMS Insurer, such address furnished to the
Depositor, the Servicer and the Trustee in writing by the NIMS Insurer,
or such
other address or telecopy number as may hereafter be furnished to the Depositor,
the Servicer and the Trustee in writing by the NIMS Insurer. Any notice
required
or permitted to be mailed to a Certificateholder shall be given by first
class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Notice of any Servicer Event of Termination shall be given by
telecopy
and by certified mail. Any notice so mailed within the time prescribed
in this
Agreement shall be conclusively presumed to have duly been given when mailed,
whether or not the Certificateholder receives such notice. A copy of any
notice
required to be telecopied hereunder shall also be mailed to the appropriate
party in the manner set forth above.
SECTION
11.06 Severability
of Provisions.
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall for any reason whatsoever be held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall
in no way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
SECTION
11.07 Article
and Section References.
All
article and section references used in this Agreement, unless otherwise
provided, are to articles and sections in this Agreement.
SECTION
11.08 Notice
to
the Rating Agencies and the NIMS Insurer.
(a) Each
of
the Trustee and the Servicer shall be obligated to use its best reasonable
efforts promptly to provide notice to the Rating Agencies and the NIMS
Insurer
with respect to each of the following of which a Responsible Officer of
the
Trustee or Servicer, as the case may be, has actual knowledge:
(i) any
material change or amendment to this Agreement;
(ii) the
occurrence of any Servicer Event of Termination that has not been cured
or
waived;
(iii) the
resignation or termination of the Servicer or the Trustee;
(iv) the
final
payment to Holders of the Certificates of any Class;
(v) any
change in the location of any Account; and
(vi) if
the
Trustee is acting as successor Servicer pursuant to Section 7.02 hereof,
any
event that would result in the inability of the Trustee to make
Advances.
(b) In
addition, the Trustee shall promptly make available to each Rating Agency
copies
of each Statement to Certificateholders described in Sections 4.03 and
3.19
hereof and the Servicer shall promptly furnish to each Rating Agency copies
of
the following:
(i) each
annual statement as to compliance described in Section 3.20 hereof;
(ii) each
annual independent public accountants’ servicing report described in Section
3.21 hereof; and
(iii) each
notice delivered pursuant to Section 7.01(a) hereof which relates to the
fact
that the Servicer has not made an Advance.
Any
such
notice pursuant to this Section 11.08 shall be in writing and shall be
deemed to
have been duly given if personally delivered or mailed by first class mail,
postage prepaid, or by express delivery service to (i) Fitch Ratings, 0
Xxxxx
Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 and (ii) Standard & Poor’s, a
division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, 00xx Xxxxx,
Xxx
Xxxx, XX 00000, Attention: Residential Mortgage Surveillance Group.
SECTION
11.09 Further
Assurances.
Notwithstanding
any other provision of this Agreement, neither the Regular Certificateholders
nor the Trustee shall have any obligation to consent to any amendment or
modification of this Agreement unless they have been provided reasonable
security or indemnity against their out-of-pocket expenses (including reasonable
attorneys’ fees) to be incurred in connection therewith.
SECTION
11.10 Third
Party Rights.
The
NIMS
Insurer and the Swap Provider shall each be deemed 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.
SECTION
11.11 Benefits
of Agreement.
Nothing
in this Agreement or in the Certificates, expressed or implied, shall give
to
any Person, other than the Certificateholders, the NIMS Insurer and the
parties
hereto and their successors hereunder, any benefit or any legal or equitable
right, remedy or claim under this Agreement.
SECTION
11.12 Acts
of
Certificateholders.
(a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Agreement to be given or taken by the Certificateholders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Certificateholders in person or by agent duly
appointed in writing, and such action shall become effective when such
instrument or instruments are delivered to the Trustee and the Servicer.
Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “act” of the Certificateholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient
for any
purpose of this Agreement and conclusive in favor of the Trustee and the
Trust,
if made in the manner provided in this Section 11.11.
(b) The
fact
and date of the execution by any Person of any such instrument or writing
may be
proved by the affidavit of a witness of such execution or by the certificate
of
a notary public or other officer authorized by law to take acknowledgments
of
deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Whenever such execution is by
a
signer acting in a capacity other than his or her individual capacity,
such
certificate or affidavit shall also constitute sufficient proof of his
authority.
(c) Any
request, demand, authorization, direction, notice, consent, waiver or other
action by any Certificateholder shall bind every future Holder of such
Certificate and the Holder of every Certificate issued upon the registration
of
transfer thereof or in exchange therefor or in lieu thereof, in respect
of
anything done, omitted or suffered to be done by the Trustee or the Trust
in
reliance thereon, whether or not notation of such action is made upon such
Certificate.
SECTION
11.13 Intention
of the Parties and Interpretation.
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.20,
3.21 and
4.07 of this Agreement is to facilitate compliance by the Depositor with
the
provisions of Regulation AB promulgated by the SEC under the 1934 Act (17
C.F.R.
§§ 229.1100-229.1123), as such may be amended from time to time and subject
to
clarification and interpretive advice as may be issued by the staff of
the SEC
from time to time. Therefore, each of the parties agrees that (a) the
obligations of the parties hereunder shall be interpreted in such a manner
as to
accomplish that purpose, (b) the parties’ obligations hereunder will be
supplemented and modified as necessary to be consistent with any such
amendments, interpretive advice or guidance, convention or consensus among
active participants in the asset-backed securities markets, advice of counsel,
or otherwise in respect of the requirements of Regulation AB, (c) the parties
shall comply with requests made by the Depositor for delivery of additional
or
different information as the Depositor may determine in good faith is necessary
to comply with the provisions of Regulation AB, and (d) no amendment of
this
Agreement shall be required to effect any such changes in the parties’
obligations as are necessary to accommodate evolving interpretations of
the
provisions of Regulation AB.
IN
WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have caused
their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
|
FINANCIAL
ASSET SECURITIES CORP.,
|
|
|
as
Depositor
|
|
|
By:
__/s/
Ara Balabanian_______________
|
|
|
Name:
Xxx Xxxxxxxxxx
|
|
|
Title:
Vice President
|
|
|
XXXXX
FARGO BANK, N.A..,
|
|
|
as
Servicer
|
|
|
By:
__/s/
Xxxxxx McGoogan_____________
|
|
|
Name:
Xxxxxx XxXxxxxx
|
|
|
Title:
Vice President
|
|
|
DEUTSCHE
BANK NATIONAL TRUST COMPANY, as Trustee
|
|
|
By:
__/s/
Xxxxxxx Campbell_____________
|
|
|
Name:
Xxxxxxx Xxxxxxxx
|
|
|
Title:
Vice President
|
|
|
By:
__/s/
Xxxxxxx Wilman_______________
|
|
|
Name:
Xxxxxxx Xxxxxx
|
|
|
Title:
Vice President
|
|
STATE
OF CONNECTICUT
|
)
|
|
)
ss.:
|
|
|
COUNTY
OF
|
)
|
On
the
____ day of October, 2006 before me, a notary public in and for said State,
personally appeared ___________________known to me to be a ____________________
of Financial Asset Securities Corp., a Delaware corporation that executed
the
within instrument, and also known to me to be the person who executed it
on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
_____________________________
Notary
Public
|
STATE
OF
|
)
|
|
)
ss.:
|
|
|
COUNTY
OF
|
)
|
On
the____ day of October, 2006 before me, a notary public in and for said
State,
personally appeared ________________________known to me to be a
___________________ of Xxxxx Fargo Bank, N.A., a corporation that executed
the
within instrument, and also known to me to be the person who executed it
on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the
day and year in this certificate first above written.
_____________________________
Notary Public
|
STATE
OF CALIFORNIA
|
)
|
|
)
ss.:
|
|
|
COUNTY
OF ORANGE
|
)
|
On
the
___ day of October, 2006 before me, a notary public in and for said State,
personally appeared_______________________, known to me to be
a(n)________________________ and ________________________, known to me
to be
a(n) ________________________of Deutsche Bank National Trust Company, 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 association, and acknowledged
to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the
day and year in this certificate first above written.
_____________________________
Notary
Public
EXHIBIT
A-1
FORM
OF
CLASS I-A-1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D)
OF THE POOLING AND SERVICING AGREEMENT.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$
527,107,000.00
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$
527,107,000.00
|
|
Percentage
Interest
|
:
|
100%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
00000X
XX 5
|
|
Class
|
:
|
I-A-1
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
I-A-1
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien
adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class I-A-1 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class I-A-1 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class I-A-1 Certificate (obtained by dividing the Denomination
of this Class I-A-1 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class I-A-1 Certificate is issued
under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class I-A-1 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Reference
is hereby made to the further provisions of this Class I-A-1 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class I-A-1 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 0000-0
XXXXXXXX
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
This
is
one of the Certificates referenced
in
the
within-mentioned Agreement
By:__________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
[Reverse
of Class I-A-1 Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 (herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
Prior
to
the termination of the Supplemental Interest Trust, any transferee of this
Certificate shall be deemed to have made the representation in Section 5.02(d)
of the Agreement.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
|
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
|
,
|
|||||||
|
the
assignee named above, or
|
,
|
|||||||
|
as
its agent.
|
||||||||
EXHIBIT
A-2
FORM
OF
CLASS II-A-1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D)
OF THE POOLING AND SERVICING AGREEMENT.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$
378,670,000.00
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$
378,670,000.00
|
|
Percentage
Interest
|
:
|
100%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
35729M
AB 3
|
|
Class
|
:
|
II-A-1
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
II-A-1
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien
adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class II-A-1 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class II-A-1 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class II-A-1 Certificate (obtained by dividing the
Denomination of this Class II-A-1 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among
the Depositor, Xxxxx Fargo Bank, N.A., as servicer (the “Servicer”), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the “Trustee”). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class II-A-1
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class II-A-1
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Reference
is hereby made to the further provisions of this Class II-A-1 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class II-A-1 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 0000-0
XXXXXXXX
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
This
is
one of the Certificates referenced
in
the
within-mentioned Agreement
By:__________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
[Reverse
of Class II-A-1 Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 (herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
Prior
to
the termination of the Supplemental Interest Trust, any transferee of this
Certificate shall be deemed to have made the representation in Section 5.02(d)
of the Agreement.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
|
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
|
,
|
|||||||
|
the
assignee named above, or
|
,
|
|||||||
|
as
its agent.
|
||||||||
EXHIBIT
A-3
FORM
OF
CLASS II-A-2 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D)
OF THE POOLING AND SERVICING AGREEMENT.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$
156,070,000.00
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$
156,070,000.00
|
|
Percentage
Interest
|
:
|
100%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
35729M
AC 1
|
|
Class
|
:
|
II-A-2
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
II-A-2
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien
adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class II-A-2 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class II-A-2 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class II-A-2 Certificate (obtained by dividing the
Denomination of this Class II-A-2 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among
the Depositor, Xxxxx Fargo Bank, N.A., as servicer (the “Servicer”), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the “Trustee”). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class II-A-2
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class II-A-2
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Reference
is hereby made to the further provisions of this Class II-A-2 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class II-A-2 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 0000-0
XXXXXXXX
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
This
is
one of the Certificates referenced
in
the
within-mentioned Agreement
By:__________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
[Reverse
of Class II-A-2 Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 (herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
Prior
to
the termination of the Supplemental Interest Trust, any transferee of this
Certificate shall be deemed to have made the representation in Section 5.02(d)
of the Agreement.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
|
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
|
,
|
|||||||
|
the
assignee named above, or
|
,
|
|||||||
|
as
its agent.
|
||||||||
EXHIBIT
A-4
FORM
OF
CLASS II-A-3 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D)
OF THE POOLING AND SERVICING AGREEMENT.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$
160,500,000.00
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$
160,500,000.00
|
|
Percentage
Interest
|
:
|
100%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
35729M
AD 9
|
|
Class
|
:
|
II-A-3
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
II-A-3
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien
adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class II-A-3 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class II-A-3 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class II-A-3 Certificate (obtained by dividing the
Denomination of this Class II-A-3 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among
the Depositor, Xxxxx Fargo Bank, N.A., as servicer (the “Servicer”), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the “Trustee”). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class II-A-3
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class II-A-3
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Reference
is hereby made to the further provisions of this Class II-A-3 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class II-A-3 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 0000-0
XXXXXXXX
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
This
is
one of the Certificates referenced
in
the
within-mentioned Agreement
By:__________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
[Reverse
of Class II-A-3 Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 (herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
Prior
to
the termination of the Supplemental Interest Trust, any transferee of this
Certificate shall be deemed to have made the representation in Section 5.02(d)
of the Agreement.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date the Servicer may purchase, in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
|
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
|
,
|
|||||||
|
the
assignee named above, or
|
,
|
|||||||
|
as
its agent.
|
||||||||
EXHIBIT
A-5
FORM
OF
CLASS II-A-4 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION IN SECTION 5.02(D)
OF THE POOLING AND SERVICING AGREEMENT.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$
52,106,000.00
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$
52,106,000.00
|
|
Percentage
Interest
|
:
|
100%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
35729M
AE 7
|
|
Class
|
:
|
II-A-4
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
II-A-4
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien
adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class II-A-4 Certificate
at any time may be less than the Initial Certificate Principal Balance set
forth
on the face hereof, as described herein. This Class II-A-4 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class II-A-4 Certificate (obtained by dividing the
Denomination of this Class II-A-4 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among
the Depositor, Xxxxx Fargo Bank, N.A., as servicer (the “Servicer”), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the “Trustee”). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class II-A-4
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class II-A-4
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.
Reference
is hereby made to the further provisions of this Class II-A-4 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class II-A-4 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 0000-0
XXXXXXXX
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
This
is
one of the Certificates referenced
in
the
within-mentioned Agreement
By:__________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
[Reverse
of Class II-A-4 Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 (herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
Prior
to
the termination of the Supplemental Interest Trust, any transferee of this
Certificate shall be deemed to have made the representation in Section 5.02(d)
of the Agreement.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
|
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
|
,
|
|||||||
|
the
assignee named above, or
|
,
|
|||||||
|
as
its agent.
|
||||||||
EXHIBIT
A-6
FORM
OF
CLASS M-1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES TO THE EXTENT DESCRIBED
IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
75,783,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
75,783,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
35729M
AF 4
|
|
Class
|
:
|
M-1
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-1
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien
adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-1 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-1 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-1 Certificate (obtained by dividing the Denomination
of this Class M-1 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-1 Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class M-1 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Any
transferee of this Certificate shall be deemed to have made the representation
in Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-1 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-1 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 0000-0
XXXXXXXX
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
This
is
one of the Certificates referenced
in
the
within-mentioned Agreement
By:__________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
[Reverse
of Class M-1 Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
|
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
|
,
|
|||||||
|
the
assignee named above, or
|
,
|
|||||||
|
as
its agent.
|
||||||||
EXHIBIT
A-7
FORM
OF
CLASS M-2 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR
CERTIFICATES
AND THE
CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
64,375,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
64,375,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
35729M
AG 2
|
|
Class
|
:
|
M-2
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-2
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien
adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-2 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-2 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-2 Certificate (obtained by dividing the Denomination
of this Class M-2 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-2 Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class M-2 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Any
transferee of this Certificate shall be deemed to have made the representation
in Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-2 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-2 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 2006-0
XXXXXXXX
XXXK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
This
is
one of the Certificates referenced
in
the
within-mentioned Agreement
By:__________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
[Reverse
of Class M-2 Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
|
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
|
,
|
|||||||
|
the
assignee named above, or
|
,
|
|||||||
|
as
its agent.
|
||||||||
EXHIBIT
A-8
FORM
OF
CLASS M-3 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR 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.
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
30,150,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
30,150,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
35729M
AH 0
|
|
Class
|
:
|
M-3
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-3
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien
adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-3 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-3 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-3 Certificate (obtained by dividing the Denomination
of this Class M-3 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-3 Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class M-3 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Any
transferee of this Certificate shall be deemed to have made the representation
in Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-3 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-3 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 2006-0
XXXXXXXX
XXXK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
This
is
one of the Certificates referenced
in
the
within-mentioned Agreement
By:__________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
[Reverse
of Class M-3 Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date the Servicer may purchase, in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
|
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
|
,
|
|||||||
|
the
assignee named above, or
|
,
|
|||||||
|
as
its agent.
|
||||||||
EXHIBIT
A-9
FORM
OF
CLASS M-4 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR 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.
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
28,520,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
28,520,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
35729M
AJ 6
|
|
Class
|
:
|
M-4
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-4
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien
adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-4 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-4 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-4 Certificate (obtained by dividing the Denomination
of this Class M-4 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-4 Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class M-4 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Any
transferee of this Certificate shall be deemed to have made the representation
in Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-4 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-4 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 2006-0
XXXXXXXX
XXXK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
This
is
one of the Certificates referenced
in
the
within-mentioned Agreement
By:__________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
[Reverse
of Class M-4 Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
|
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
|
,
|
|||||||
|
the
assignee named above, or
|
,
|
|||||||
|
as
its agent.
|
||||||||
EXHIBIT
A-10
FORM
OF
CLASS M-5 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR 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.
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
26,076,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
26,076,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
35729M
AK 3
|
|
Class
|
:
|
M-5
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-5
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien
adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-5 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-5 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-5 Certificate (obtained by dividing the Denomination
of this Class M-5 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-5 Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class M-5 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Any
transferee of this Certificate shall be deemed to have made the representation
in Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-5 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-5 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 0000-0
XXXXXXXX
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
This
is
one of the Certificates referenced
in
the
within-mentioned Agreement
By:__________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
[Reverse
of Class M-5 Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
|
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
|
,
|
|||||||
|
the
assignee named above, or
|
,
|
|||||||
|
as
its agent.
|
||||||||
EXHIBIT
A-11
FORM
OF
CLASS M-6 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR 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.
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
24,446,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
24,446,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
35729M
AL 1
|
|
Class
|
:
|
M-6
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-6
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien
adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-6 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-6 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-6 Certificate (obtained by dividing the Denomination
of this Class M-6 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-6 Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class M-6 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Any
transferee of this Certificate shall be deemed to have made the representation
in Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-6 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-6 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 0000-0
XXXXXXXX
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
This
is
one of the Certificates referenced
in
the
within-mentioned Agreement
By:__________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
[Reverse
of Class M-6 Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
|
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
|
,
|
|||||||
|
the
assignee named above, or
|
,
|
|||||||
|
as
its agent.
|
||||||||
EXHIBIT
A-12
FORM
OF
CLASS M-7 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR 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.
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
17,112,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
17,112,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
35729M
AM 9
|
|
Class
|
:
|
M-7
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-7
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien
adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-7 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-7 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-7 Certificate (obtained by dividing the Denomination
of this Class M-7 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-7 Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class M-7 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Any
transferee of this Certificate shall be deemed to have made the representation
in Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-7 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-7 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 0000-0
XXXXXXXX
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
This
is
one of the Certificates referenced
in
the
within-mentioned Agreement
By:__________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
[Reverse
of Class M-7 Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
|
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
|
,
|
|||||||
|
the
assignee named above, or
|
,
|
|||||||
|
as
its agent.
|
||||||||
EXHIBIT
A-13
FORM
OF
CLASS M-8 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR 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.
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
14,668,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
14,668,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
35729M
AN 7
|
|
Class
|
:
|
M-8
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-8
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien
adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-8 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-8 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-8 Certificate (obtained by dividing the Denomination
of this Class M-8 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-8 Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class M-8 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Any
transferee of this Certificate shall be deemed to have made the representation
in Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-8 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-8 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 0000-0
XXXXXXXX
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
This
is
one of the Certificates referenced
in
the
within-mentioned Agreement
By:__________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
[Reverse
of Class M-8 Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
|
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
|
,
|
|||||||
|
the
assignee named above, or
|
,
|
|||||||
|
as
its agent.
|
||||||||
EXHIBIT
A-14
FORM
OF
CLASS M-9 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR 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.
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION
IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
17,927,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
17,927,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
35729M
AP 2
|
|
Class
|
:
|
M-9
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-9
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien
adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-9 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-9 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-9 Certificate (obtained by dividing the Denomination
of this Class M-9 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-9 Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class M-9 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding the
transfer. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.
Any
transferee of this Certificate shall be deemed to have made the representation
in Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-9 Certificate set
forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class M-9 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 0000-0
XXXXXXXX
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
This
is
one of the Certificates referenced
in
the
within-mentioned Agreement
By:__________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
[Reverse
of Class M-9 Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
|
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
|
,
|
|||||||
|
the
assignee named above, or
|
,
|
|||||||
|
as
its agent.
|
||||||||
EXHIBIT
A-15
FORM
OF
CLASS M-10 CERTIFICATES
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR 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.
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE “CODE”), EXCEPT IN ACCORDANCE WITH SECTION 5.02(D) OF
THE AGREEMENT.
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 CODE.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON THAT IS
A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
IN
WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN REPRESENTATIONS AND
UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$
24,446,000.00
|
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$
24,446,000.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Pass-Through
Rate
|
:
|
Variable
|
|
CUSIP
|
:
|
35729M
AQ 0
|
|
Class
|
:
|
M-10
|
|
Assumed
Maturity Date
|
:
|
February
2037
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
M-10
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien
adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class M-10 Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class M-10 Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, or the Trustee referred to below or any of their
respective affiliates.
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class M-10 Certificate (obtained by dividing the Denomination
of this Class M-10 Certificate by the Original Class Certificate Principal
Balance) in certain monthly distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of September 1, 2006 (the “Agreement”) among the Depositor,
Xxxxx Fargo Bank, N.A., as servicer (the “Servicer”), and Deutsche Bank National
Trust Company, a national banking association, as trustee (the “Trustee”). To
the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Class M-10 Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class M-10 Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding the
transfer. The Holder hereof desiring to effect such transfer shall, and does
hereby agree to, indemnify the Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.
No
transfer of this Certificate shall be made to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class M-10 Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This
Class M-10 Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 0000-0
|
||
|
XXXXXXXX
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
|
This
is one of the Certificates referenced
in
the within-mentioned Agreement
|
||
|
By:
|
||
|
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
|
||
[Reverse
of Class M-10 Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
|
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
|
,
|
|||||||
|
the
assignee named above, or
|
,
|
|||||||
|
as
its agent.
|
||||||||
EXHIBIT
A-16
FORM
OF
CLASS C CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND THE MEZZANINE
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$
31,779,932.90
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$
31,779,932.90
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Class
|
:
|
C
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
C
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien
adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class C Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class C Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer, or the Trustee referred to below or any of their respective
affiliates.
This
certifies that GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. is the registered
owner of the Percentage Interest evidenced by this Class C Certificate (obtained
by dividing the Denomination of this Class C Certificate by the Original Class
Certificate Principal Balance) in certain distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among
the Depositor, Xxxxx Fargo Bank, N.A., as servicer (the “Servicer”), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the “Trustee”). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class C Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class C Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding the
transfer. In the event that such a transfer is not to be made pursuant to Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
of an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Servicer or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class C Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class C Certificate shall not be entitled to any benefit under the Agreement
or
be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 0000-0
XXXXXXXX
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
This
is
one of the Certificates referenced
in
the
within-mentioned Agreement
By:__________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
[Reverse
of Class C Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 (herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
|
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
|
,
|
|||||||
|
the
assignee named above, or
|
,
|
|||||||
|
as
its agent.
|
||||||||
EXHIBIT
A-17
FORM
OF
CLASS P CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$100.00
|
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$100.00
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Class
|
:
|
P
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
P
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting of first lien
adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
Principal
in respect of this Certificate is distributable monthly as set forth herein.
Accordingly, the Certificate Principal Balance of this Class P Certificate
at
any time may be less than the Initial Certificate Principal Balance set forth
on
the face hereof, as described herein. This Class P Certificate does not evidence
an obligation of, or an interest in, and is not guaranteed by the Depositor,
the
Servicer, or the Trustee referred to below or any of their respective
affiliates.
This
certifies that GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. is the registered
owner of the Percentage Interest evidenced by this Class P Certificate (obtained
by dividing the Denomination of this Class P Certificate by the Original Class
Certificate Principal Balance) in certain distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of September 1, 2006 (the “Agreement”) among
the Depositor, Xxxxx Fargo Bank, N.A., as servicer (the “Servicer”), and
Deutsche Bank National Trust Company, a national banking association, as trustee
(the “Trustee”). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class P Certificate
is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class P Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.
This
Certificate does not have a pass-through rate and will be entitled to
distributions only to the extent set forth in the Agreement.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding the
transfer. In the event that such a transfer is not to be made pursuant to Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
of an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Servicer or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Reference
is hereby made to the further provisions of this Class P Certificate set forth
on the reverse hereof, which further provisions shall for all purposes have
the
same effect as if set forth at this place.
This
Class P Certificate shall not be entitled to any benefit under the Agreement
or
be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 0000-0
XXXXXXXX
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
This
is
one of the Certificates referenced
in
the
within-mentioned Agreement
By:__________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
[Reverse
of Class P Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 (herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
|
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
|
,
|
|||||||
|
the
assignee named above, or
|
,
|
|||||||
|
as
its agent.
|
||||||||
EXHIBIT
A-18
FORM
OF
CLASS R CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Class
|
:
|
R
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
R
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting primarily of
a
pool of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below
or
any of their respective affiliates.
This
certifies that GREENWICH CAPITAL MARKETS, INC. is the registered owner of the
Percentage Interest evidenced by this Certificate specified above in the
interest represented by all Certificates of the Class to which this Certificate
belongs in a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the “Depositor”). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006
(the
“Agreement”) among the Depositor, Xxxxx Fargo Bank, N.A., as servicer (the
“Servicer”), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the “Trustee”). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
This
Certificate does not have a principal balance or pass-through rate and will
be
entitled to distributions only to the extent set forth in the Agreement. In
addition, any distribution of the proceeds of any remaining assets of the Trust
will be made only upon presentment and surrender of this Certificate at the
Office or the office or agency maintained by the Trustee.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding the
transfer. In the event that such a transfer is not to be made pursuant to Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
of an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Servicer or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions
that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this
Certificate may be transferred without delivery to the Trustee of (a) a transfer
affidavit of the proposed transferee and (b) a transfer certificate of the
transferor, each of such documents to be in the form described in the Agreement,
(iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must
agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v)
any
attempted or purported transfer of any Ownership Interest in this Certificate
in
violation of such restrictions will be absolutely null and void and will vest
no
rights in the purported transferee. Pursuant to the Agreement, The Trustee
will
provide the Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable tax laws
on
transfers of residual interests to disqualified organizations, if any person
other than a Permitted Transferee acquires an Ownership Interest on a Class
R
Certificate in violation of the restrictions mentioned above.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized officer of the
Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 0000-0
XXXXXXXX
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
This
is
one of the Certificates referenced
in
the
within-mentioned Agreement
By:__________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
[Reverse
of Class R Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3 Asset-Backed Certificates, Series 2006-3 (herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
|
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
|
,
|
|||||||
|
the
assignee named above, or
|
,
|
|||||||
|
as
its agent.
|
||||||||
EXHIBIT
A-19
FORM
OF
CLASS R-X CERTIFICATES
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
AS
AMENDED (THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL
NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER
THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE SHALL BE MADE
EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
|
Certificate
No.
|
:
|
1
|
|
Cut-off
Date
|
:
|
September
1, 2006
|
|
First
Distribution Date
|
:
|
October
25, 2006
|
|
Percentage
Interest
|
:
|
100.00%
|
|
Class
|
:
|
R-X
|
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
Series
2006-3
CLASS
R-X
evidencing
the Percentage Interest in the distributions allocable to the Certificates
of
the above-referenced Class with respect to the Trust consisting primarily of
a
pool of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage
Loans”)
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer or the Trustee referred to below
or
any of their respective affiliates.
This
certifies that GREENWICH CAPITAL MARKETS, INC. is the registered owner of the
Percentage Interest evidenced by this Certificate specified above in the
interest represented by all Certificates of the Class to which this Certificate
belongs in a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the “Depositor”). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of September 1, 2006
(the
“Agreement”) among the Depositor, Xxxxx Fargo Bank, N.A., as servicer (the
“Servicer”), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the “Trustee”). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
This
Certificate does not have a principal balance or pass-through rate and will
be
entitled to distributions only to the extent set forth in the Agreement. In
addition, any distribution of the proceeds of any remaining assets of the Trust
will be made only upon presentment and surrender of this Certificate at the
Office or the office or agency maintained by the Trustee.
No
transfer of a Certificate of this Class shall be made unless such transfer
is
made pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration requirements
under said Act and such laws. In the event that a transfer is to be made in
reliance upon an exemption from the Act and such laws, in order to assure
compliance with the Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder’s prospective transferee shall each
certify to the Trustee and the Depositor in writing the facts surrounding the
transfer. In the event that such a transfer is not to be made pursuant to Rule
144A of the Act, there shall be delivered to the Trustee and the Depositor
of an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from
the Act, which Opinion of Counsel shall not be obtained at the expense of the
Trustee, the Servicer or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify
the
Trustee and the Depositor against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(d) of the Agreement.
Each
Holder of this Certificate will be deemed to have agreed to be bound by the
restrictions of the Agreement, including but not limited to the restrictions
that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this
Certificate may be transferred without delivery to the Trustee of (a) a transfer
affidavit of the proposed transferee and (b) a transfer certificate of the
transferor, each of such documents to be in the form described in the Agreement,
(iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must
agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v)
any
attempted or purported transfer of any Ownership Interest in this Certificate
in
violation of such restrictions will be absolutely null and void and will vest
no
rights in the purported transferee. Pursuant to the Agreement, The Trustee
will
provide the Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable tax laws
on
transfers of residual interests to disqualified organizations, if any person
other than a Permitted Transferee acquires an Ownership Interest on a Class
R-X
Certificate in violation of the restrictions mentioned above.
Reference
is hereby made to the further provisions of this Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same
effect as if set forth at this place.
This
Certificate shall not be entitled to any benefit under the Agreement or be
valid
for any purpose unless manually countersigned by an authorized officer of the
Trustee.
IN
WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
to be duly executed.
Dated:
October __, 2006
|
FREMONT
HOME LOAN TRUST 0000-0
XXXXXXXX
BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
solely as
Trustee
|
||
|
By:
|
||
This
is
one of the Certificates referenced
in
the
within-mentioned Agreement
By:__________________________________________
Authorized
Signatory of
Deutsche
Bank National Trust Company,
as
Trustee
[Reverse
of Class R-X Certificate]
Fremont
Home Loan Trust 2006-3
Asset-Backed
Certificates,
SERIES
2006-3
This
Certificate is one of a duly authorized issue of Certificates designated as
Fremont Home Loan Trust 2006-3, Asset-Backed Certificates, Series 2006-3 (herein
collectively called the “Certificates”), and representing a beneficial ownership
interest in the Trust created by the Agreement.
The
Certificateholder, by its acceptance of this Certificate, agrees that it will
look solely to the funds on deposit in the Distribution Account for payment
hereunder and that the Trustee is not liable to the Certificateholders for
any
amount payable under this Certificate or the Agreement or, except as expressly
provided in the Agreement, subject to any liability under the
Agreement.
This
Certificate does not purport to summarize the Agreement and reference is made
to
the Agreement for the interests, rights and limitations of rights, benefits,
obligations and duties evidenced thereby, and the rights, duties and immunities
of the Trustee.
Pursuant
to the terms of the Agreement, a distribution will be made on the 25th day
of
each month or, if such 25th day is not a Business Day, then the Business Day
immediately following such Distribution Date (the “Distribution Date”),
commencing on the first Distribution Date specified on the face hereof, to
the
Person in whose name this Certificate is registered at the close of business
on
the applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to Holders of Certificates of the Class to which this Certificate belongs on
such Distribution Date pursuant to the Agreement.
Distributions
on this Certificate shall be made by check or money order mailed to the address
of the person entitled thereto as it appears on the Certificate Register or
by
wire transfer or otherwise, as set forth in the Agreement. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
or
the Trustee’s agent specified in the notice to Certificateholders of such final
distribution.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected
by
such amendment, as specified in the Agreement. Any such consent by the Holder
of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
of
the Certificate Registrar upon surrender of this Certificate for registration
of
transfer at the offices or agencies of the Trustee as provided in the Pooling
and Servicing Agreement accompanied by a written instrument of transfer in
form
satisfactory to the Trustee and the Certificate Registrar duly executed by
the
holder hereof or such holder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the
Trust
will be issued to the designated transferee or transferees.
The
Certificates are issuable only as registered Certificates without coupons in
denominations specified in the Agreement. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.
No
service charge will be made for any such registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
The
Depositor, the Servicer and the Trustee and any agent of the Depositor, the
Servicer or the Trustee may treat the Person in whose name this Certificate
is
registered as the owner hereof for all purposes, and none of the Depositor,
the
Trustee, the Servicer or any such agent shall be affected by any notice to
the
contrary.
On
any
Distribution Date following the date at which the remaining aggregate Principal
Balance of the Mortgage Loans is less than 10% of the Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
in
whole, from the Trust the Mortgage Loans at a purchase price determined as
provided in the Agreement. In the event that no such optional termination
occurs, the obligations and responsibilities created by the Agreement will
terminate upon notice to the Trustee upon the earliest of (i) the Distribution
Date on which the Certificate Principal Balances of the Regular Certificates
have been reduced to zero, (ii) the final payment or other liquidation of the
last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
of
the Mortgage Loans as described in the Agreement and (iv) the Distribution
Date
in February 2037.
Capitalized
terms used herein that are defined in the Agreement shall have the meanings
ascribed to them in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, 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.
DISTRIBUTION
INSTRUCTIONS
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Distributions
shall be made, by wire transfer or otherwise, in immediately
available
funds
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to
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for
the account of
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account
number___________, 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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the
assignee named above, or
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as
its agent.
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EXHIBIT
B
[RESERVED]
EXHIBIT
C
FORM
OF
ASSIGNMENT AGREEMENT
SEE
TABS
4 AND 5
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated October 19, 2006, (“Agreement”)
among
Greenwich Capital Financial Products, Inc. (“Assignor”),
Financial Asset Securities Corp. (“Assignee”)
and
Fremont Investment & Loan (the “Company”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
Assignment
and Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
(x) all of the right, title and interest of the Assignor, as purchaser, in,
to
and under (a) those certain Mortgage Loans listed as being originated by
the
Company on the schedule (the “Mortgage
Loan Schedule”)
attached hereto as Exhibit A (the “Mortgage
Loans”)
and
(b) except as described below, that certain Master
Mortgage Loan Purchase and Interim Servicing Agreement dated as of December
1, 2005, as amended (the “Purchase
Agreement”),
between the Assignor, as initial purchaser (the “Purchaser”),
and
the Company, as seller and interim servicer, solely insofar as the Purchase
Agreement relates to the Mortgage Loans and (y) other than as provided below
with respect to the enforcement of representations and warranties, none of
the
obligations of the Assignor under the Purchase Agreement.
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and any obligations of
the
Assignor with respect to any mortgage loans subject to the Purchase Agreement
which are not the mortgage loans set forth on the Mortgage Loan Schedule
and are
not the subject of this Agreement.
Recognition
of the Company
2. From
and
after the date hereof, the Company shall and does hereby recognize that the
Assignee will transfer the Mortgage Loans and assign its rights under the
Purchase Agreement (solely to the extent set forth herein) and this Agreement
to
Fremont Home Loan Trust 2006-3 (the “Trust”) created pursuant to a Pooling and
Servicing Agreement, dated as of September 1, 2006 (the “Pooling Agreement”),
among
the
Assignee, Xxxxx Fargo Bank as servicer (effective January 1, 2007 and February
1, 2007) (including its successors in interest and any successor servicers
under
the Pooling Agreement, the “Servicer”) and Deutsche Bank National Trust Company,
as trustee (including its successors in interest and any successor trustees
under the Pooling Agreement, the “Trustee”).
The
Company hereby acknowledges and agrees that from and after the date hereof
(i) the Trust will be the owner of the Mortgage Loans, (ii) the
Company shall look solely to the Trust for performance of any obligations
of the
Assignor insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Mortgage Loans, (iii) the
Trust (including the Trustee and the Servicer acting on the Trust’s behalf)
shall have all the rights and remedies available to the Assignor, insofar
as
they relate to the Mortgage Loans, under the Purchase Agreement, including,
without limitation, the enforcement of the document delivery requirements
and
remedies with respect to breaches of representations and warranties set forth
in
the Purchase Agreement, and shall be entitled to enforce all of the obligations
of the Company thereunder insofar as they relate to the Mortgage Loans, and
(iv) all references to the Purchaser (insofar as they relate to the rights,
title and interest and, with respect to obligations of the Purchaser, only
insofar as they relate to the enforcement of the representations, warranties
and
covenants of the Company) or the Custodian under the Purchase Agreement insofar
as they relate to the Mortgage Loans, shall be deemed to refer to the Trust
(including the Trustee and the Servicer acting on the Trust’s behalf). Neither
the Company nor the Assignor shall amend or agree to amend, modify, waiver,
or
otherwise alter any of the terms or provisions of the Purchase Agreement
which
amendment, modification, waiver or other alteration would in any way affect
the
Mortgage Loans or the Company’s performance under the Purchase Agreement with
respect to the Mortgage Loans without the prior written consent of the
Trustee.
Representations
and Warranties of the Company
3. The
Company warrants and represents to the Assignor, the Assignee and the Trust
as
of the date hereof that:
(a) The
Company is duly organized, validly existing and in good standing under the
laws
of the jurisdiction of its incorporation;
(b) The
Company has full power and authority to execute, deliver and perform its
obligations under this Agreement and has full power and authority to perform
its
obligations under the Purchase Agreement. The execution by the Company of
this
Agreement is in the ordinary course of the Company’s business and will not
conflict with, or result in a breach of, any of the terms, conditions or
provisions of the Company’s charter or bylaws or any legal restriction, or any
material agreement or instrument to which the Company is now a party or by
which
it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Company or its property is subject. The
execution, delivery and performance by the Company of this Agreement have
been
duly authorized by all necessary corporate action on part of the Company.
This
Agreement has been duly executed and delivered by the Company, and, upon
the due
authorization, execution and delivery by the Assignor and the Assignee, will
constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms except as enforceability
may be
limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors’ rights generally, and by
general principles of equity regardless of whether enforceability is considered
in a proceeding in equity or at law;
(c) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
the Company in connection with the execution, delivery or performance by
the
Company of this Agreement;
(d) There
is
no action, suit, proceeding or investigation pending or threatened against
the
Company, before any court, administrative agency or other tribunal, which
would
draw into question the validity of this Agreement or the Purchase Agreement,
or
which, either in any one instance or in the aggregate, would result in any
material adverse change in the ability of the Company to perform its obligations
under this Agreement or the Purchase Agreement, and the Company is solvent;
(e) With
respect 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; and
(f) 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” mortgage loan or any other comparable term, no matter how defined
under any applicable federal, state or local law (or a similarly classified
loan
using different terminology under a law imposing heightened regulatory scrutiny
or additional legal liability for residential mortgage loans having high
interest rates, points and/or fees).
4. Pursuant
to Section 12 of the Purchase Agreement, the Company hereby represents and
warrants, for the benefit of the Assignor, the Assignee and the Trust, that
the
representations and warranties set forth in Sections 7.01 and 7.02 of the
Purchase Agreement, are true and correct as of the date hereof and as of
the
Closing Date (as defined in the Pooling Agreement) as if such representations
and warranties were made on such date, except that the representation and
warranty set forth in Section 7.02(a) shall, for purposes of this Agreement,
relate to the Mortgage Loan Schedule attached hereto and except for the
limitations and qualifications set forth on Schedule 1 hereto.
Section
7.04(a) of the Purchase Agreement is hereby deleted and replaced in its entirety
with the following:
In
the
event that (i) the first Due Date for a Mortgage Loan is prior to the Cut-off
Date (as defined in the Purchase Agreement) and the initial Monthly Payment
is not made by the related Mortgagor within forty-five (45) days of such
Due
Date or (ii) the first Monthly Payment on any Mortgage Loan due following
the Cut-off Date (as defined in the Purchase Agreement) is not made by the
related Mortgagor within forty-five (45) days of the related Due Date (each
such
Mortgage Loan, an “EPD Mortgage Loan”) and (iii) either (A) such EPD Mortgage
Loan becomes ninety (90) or more days delinquent at any time prior to the
EPD
Expiration Date (as defined below) or (B) such EPD Mortgage Loan is thirty
(30)
or more days delinquent on the business day immediately prior to the EPD
Expiration Date, then such Mortgage Loan will be repurchased by the Company
at
the Repurchase Price (as defined in the Purchase Agreement); provided, however,
with respect to the Mortgage Loans set forth on Schedule A, the Company shall
only be required to repurchase EPD Mortgage Loans pursuant to this paragraph
to
the extent that the aggregate unpaid Principal Balance of the EPD Mortgage
Loans
exceeds 2.5% of the aggregate Principal Balance of the Mortgage Loans set
forth
on Schedule A, and then only to the extent of such excess. Notwithstanding
the
foregoing, the Company’s obligation to repurchase any such Mortgage Loan
pursuant to this paragraph shall expire 120 days following the related Servicing
Transfer Date (as defined in the Purchase Agreement) (the “EPD Expiration
Date”).
5. The
Assignor hereby makes the following representations and warranties as of
the
date hereof:
(a) Each
Mortgage Loan at the time it was made complied in all material respects with
applicable local, state, and federal laws, including, but not limited to,
all
applicable predatory and abusive lending laws;
(b) None
of
the mortgage loans are High Cost as defined by any applicable predatory and
abusive lending laws; and
(c) No
loan
is a High Cost Loan or Covered Loan, as applicable (as such terms are defined
in
the then current Standard & Poor’s LEVELS®
Glossary
which is now Version 5.6b Revised, Appendix E);
(d) No
Mortgage Loans originated on or after
October
1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act;
(e) 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;
and
(f) No second
lien Group I Mortgage Loan has an original principal balance that
exceeds one-half of the one-unit limitation for first lien mortgage loans,
i.e.,
$208,500 (in Alaska, Guam, Hawaii or Virgin Islands: $312,750), without regard
to the number of units”; and
(g) The
original principal balance of the first lien Group I Mortgage Loan
plus the original principal balance of any second lien Group I
Mortgage Loan relating to the same mortgaged property does not exceed the
applicable Xxxxxxx Mac loan limit for first lien mortgage loans for that
property type.
Remedies
for Breach of Representations and Warranties
6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee and the Servicer
acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections
3 and 4
hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
as if
they were set forth herein (including without limitation the repurchase and
indemnity obligations set forth therein). In addition, the Company hereby
acknowledges and agrees that any breach of the representations set forth
in
Section 7.02 (xliv(a)), (xliv(b)), (lviii), (xlvii), (lvi), (lxi) and (lxviii)
of the Purchase Agreement and Section 1(e) hereof shall be deemed to materially
and adversely affect the value of the related mortgage loans or the interests
of
the Trust in the related mortgage loans.
The
Assignor hereby acknowledges and agrees that the remedies available to the
Assignee and the Trust (including the Trustee and the Servicer acting on
the
Trust’s behalf) in connection with any breach of the representations and
warranties made by the Assignor set forth in Section 5 hereof shall be as
set
forth in Section 2.03 of the Pooling Agreement as if they were set forth
herein.
In addition, the Assignor hereby acknowledges and agrees that any breach
of the
representations set forth in Section 3(e) hereof shall be deemed to materially
and adversely affect the value of the related mortgage loans or the interests
of
the Trust in the related mortgage loans.
In
the
event that the first Monthly Payment on any Mortgage Loan due to the Trust
is
not made within forty-five (45) days of the date on which such Monthly Payment
was due, then such Mortgage Loan will be repurchased by the Originator at
the
Purchase Price (as defined in the Pooling and Servicing Agreement).
Notwithstanding the foregoing, the Originator’s obligation to repurchase any
such Mortgage Loan pursuant to this paragraph shall expire 120 days following
the Closing Date.
Notwithstanding
the foregoing, the Assignor may, at its option, satisfy any obligation of
the
Company with respect to any breach of representation and warranty made by
the
Company regarding the Mortgage Loans.
Miscellaneous
7. This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
8. No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced, with the prior written consent of
the
Trustee.
9. This
Agreement shall inure to the benefit of (i) the successors and assigns of
the
parties hereto and (ii) the Trust (including the Trustee and the Servicer
acting
on the Trust’s behalf). Any entity into which Assignor, Assignee or Company may
be merged or consolidated shall, without the requirement for any further
writing, be deemed Assignor, Assignee or Company, respectively,
hereunder.
10. Each
of
this Agreement and the Purchase Agreement shall survive the conveyance of
the
Mortgage Loans and the assignment of the Purchase Agreement (to the extent
assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
and
nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.
11. This
Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall
constitute one and the same instrument.
12. In
the
event that any provision of this Agreement conflicts with any provision of
the
Purchase Agreement with respect to the Mortgage Loans, the terms of this
Agreement shall control.
13. Capitalized
terms used in this Agreement (including the exhibits hereto) but not defined
in
this Agreement shall have the meanings given to such terms in the Purchase
Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their
duly authorized officers as of the date first above written.
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GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.
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| By: | ||
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Name:
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| Title: | ||
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FINANCIAL
ASSET SECURITIES CORP.
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| By: | ||
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Name:
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| Title: | ||
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FREMONT
INVESTMENT & LOAN
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| By: | ||
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Name:
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| Title: | ||
EXHIBIT
A
Mortgage
Loan Schedule
SCHEDULE
1
Representations
and Warranties
Capitalized
terms used in this Schedule 1 but not defined in this Agreement shall have
the
meanings given to such terms in the Purchase Agreement.
| 1. |
The
information set forth in the related Mortgage Loan Schedule is
complete,
true and correct;
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| 2. |
The
Mortgage Loan is in compliance with all requirements set forth
in the
related Confirmation, and the characteristics of the related Mortgage
Loan
Package as set forth in the related Confirmation are true and correct;
provided, however, that in the event of any conflict between the
terms of
any Confirmation and this Agreement, the terms of this Agreement
shall
control;
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| 3. |
All
payments required to be made up to the close of business on the
Closing
Date for such Mortgage Loan under the terms of the Mortgage Note
have been
made; the Seller has not advanced funds, or induced, solicited
or
knowingly received any advance of funds from a party other than
the owner
of the related Mortgaged Property, directly or indirectly, for
the payment
of any amount required by the Mortgage Note or Mortgage; no Mortgage
Loan
is thirty (30) or more days delinquent as of the Closing Date and,
except
as set forth on the related Assignment and Conveyance, there has
been no
delinquency, exclusive of any period of grace, in any payment by
the
Mortgagor thereunder since the origination of the Mortgage
Loan;
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| 4. |
To
the best of the Seller’s knowledge, there are no delinquent taxes, ground
rents, water charges, sewer rents, assessments, insurance premiums,
leasehold payments, including assessments payable in future installments
or other outstanding charges affecting the related Mortgaged
Property;
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| 5. |
The
terms of the Mortgage Note and the Mortgage have not been impaired,
waived, altered or modified in any respect, except by written instruments,
recorded in the applicable public recording office if necessary
to
maintain the lien priority of the Mortgage, and which have been
delivered
to the Custodian; the substance of any such waiver, alteration
or
modification has been approved by the title insurer, to the extent
required by the related policy, and is reflected on the related
Mortgage
Loan Schedule. No instrument of waiver, alteration or modification
has
been executed, and no Mortgagor has been released, in whole or
in part,
except in connection with an assumption agreement approved by the
title
insurer, to the extent required by the policy, and which assumption
agreement has been delivered to the Custodian and the terms of
which are
reflected in the related Mortgage Loan
Schedule;
|
| 6. |
The
Mortgage Note and the Mortgage are not subject to any right of
rescission,
set-off, counterclaim or defense, including the defense of usury,
nor will
the operation of any of the terms of the Mortgage Note and the
Mortgage,
or the exercise of any right thereunder, render the Mortgage
unenforceable, in whole or in part, or subject to any right of
rescission,
set-off, counterclaim or defense, including the defense of usury
and no
such right of rescission, set-off, counterclaim or defense has
been
asserted with respect thereto. Each Prepayment Charge or penalty
with
respect to any Mortgage Loan is permissible, enforceable and collectible
under applicable federal, state and local
law;
|
| 7. |
All
buildings upon the Mortgaged Property are insured by a Qualified
Insurer
acceptable to prudent lenders in the secondary mortgage market
against
loss by fire, hazards of extended coverage and such other hazards
as are
customary in the area where the Mortgaged Property is located,
pursuant to
insurance policies providing coverage in an amount not less than
the
greatest of (i) 100% of the replacement cost of all improvements
to the
Mortgaged Property, (ii) either (A) the outstanding principal balance
of
the Mortgage Loan with respect to each first lien Mortgage Loan
or (B)
with respect to each second lien Mortgage Loan, the sum of the
outstanding
principal balance of the related first lien mortgage loan and the
outstanding principal balance of the second lien Mortgage Loan,
or (iii)
the amount necessary to avoid the operation of any co-insurance
provisions
with respect to the Mortgaged Property, and consistent with the
amount
that would have been required as of the date of origination in
accordance
with the Underwriting Guidelines. All such insurance policies contain
a
standard mortgagee clause naming the Seller, its successors and
assigns as
mortgagee and all premiums thereon have been paid. If the Mortgaged
Property is in an area identified on a Flood Hazard Map or Flood
Insurance
Rate Map issued by the Federal Emergency Management Agency as having
special flood hazards (and such flood insurance has been made available)
a
flood insurance policy meeting the requirements of the current
guidelines
of the Federal Insurance Administration is in effect which policy
is
generally acceptable to prudent lenders in the secondary mortgage
market.
The Mortgage obligates the Mortgagor thereunder to maintain all
such
insurance at the Mortgagor's cost and expense, and on the Mortgagor's
failure to do so, authorizes the holder of the Mortgage to maintain
such
insurance at Mortgagor's cost and expense and to seek reimbursement
therefor from the Mortgagor;
|
| 8. |
Any
and all requirements of any federal, state or local law including,
without
limitation, usury, truth in lending, real estate settlement procedures,
predatory and abusive lending, consumer credit protection, equal
credit
opportunity, fair housing or disclosure laws applicable to the
origination
and servicing of mortgage loans of a type similar to the Mortgage
Loans
and applicable to any prepayment penalty associated with the Mortgage
Loans at origination have been complied
with;
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| 9. |
The
Mortgage has not been satisfied, cancelled, subordinated or rescinded,
in
whole or in part, and the Mortgaged Property has not been released
from
the lien of the Mortgage, in whole or in part, nor has any instrument
been
executed that would effect any such satisfaction, cancellation,
subordination, rescission or
release;
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| 10. |
The
Mortgage (including any Negative Amortization which may arise thereunder)
is a valid, existing and enforceable (A) first lien and first priority
security interest with respect to each Mortgage Loan which is indicated
by
the Seller to be a first lien (as reflected on the Mortgage Loan
Schedule), or (B) second lien and second priority security interest
with
respect to each Mortgage Loan which is indicated by the Seller
to be a
second lien (as reflected on the Mortgage Loan Schedule), in either
case,
on the Mortgaged Property, including all improvements on the Mortgaged
Property subject only to (a) the lien of current real property
taxes and
assessments not yet due and payable, (b) covenants, conditions
and
restrictions, rights of way, easements and other matters of the
public
record as of the date of recording being acceptable to mortgage
lending
institutions generally and specifically referred to in the lender's
title
insurance policy delivered to the originator of the Mortgage Loan
and
which do not adversely affect the Appraised Value of the Mortgaged
Property, (c) with respect to each Mortgage Loan which is indicated
by the
Seller to be a second lien Mortgage Loan (as reflected on the Mortgage
Loan Schedule) a first lien on the Mortgaged Property; and (d)
other
matters to which like properties are commonly subject which do
not
materially interfere with the benefits of the security intended
to be
provided by the Mortgage or the use, enjoyment, value or marketability
of
the related Mortgaged Property. Any security agreement, chattel
mortgage
or equivalent document related to and delivered in connection with
the
Mortgage Loan establishes and creates a valid, existing and enforceable
first or second lien and first or second priority security interest
(in
each case, as indicated on the Mortgage Loan Schedule) on the property
described therein and the Seller has full right to sell and assign
the
same to the Purchaser. The Mortgaged Property was not, as of the
date of
origination of the Mortgage Loan, subject to a mortgage, deed of
trust,
deed to secure debt or other security instrument creating a lien
subordinate to the lien of the
Mortgage;
|
| 11. |
The
Mortgage Note and the related Mortgage are genuine and each is
the legal,
valid and binding obligation of the maker thereof, enforceable
in
accordance with its terms;
|
| 12. |
All
parties to the Mortgage Note and the Mortgage had legal capacity
to enter
into the Mortgage Loan and to execute and deliver the Mortgage
Note and
the Mortgage, and the Mortgage Note and the Mortgage have been
duly and
properly executed by such parties. The Mortgagor is a natural
person;
|
| 13. |
The
proceeds of the Mortgage Loan have been fully disbursed to or for
the
account of the Mortgagor and there is no obligation for the Mortgagee
to
advance additional funds thereunder and any and all requirements
as to
completion of any on-site or off-site improvement and as to disbursements
of any escrow funds therefor have been complied with. All costs,
fees and
expenses incurred in making or closing the Mortgage Loan and the
recording
of the Mortgage have been paid, and the Mortgagor is not entitled
to any
refund of any amounts paid or due to the Mortgagee pursuant to
the
Mortgage Note or Mortgage;
|
| 14. |
The
Seller is the sole legal, beneficial and equitable owner of the
Mortgage
Note and the Mortgage and has full right to transfer and sell the
Mortgage
Loan to the Purchaser free and clear of any encumbrance, equity,
lien,
pledge, charge, claim or security
interest;
|
| 15. |
All
parties which have had any interest in the Mortgage Loan, whether
as
mortgagee, assignee, pledgee or otherwise, are (or, during the
period in
which they held and disposed of such interest, were) in compliance
with
any and all applicable “doing business” and licensing requirements of the
laws of the state wherein the Mortgaged Property is
located;
|
| 16. |
The
Mortgage Loan is covered by an American Land Title Association
(“ALTA”)
lender’s title insurance policy (which, in the case of an Adjustable Rate
Mortgage Loan has an adjustable rate mortgage endorsement in the
form of
ALTA 6.0 or 6.1) acceptable to Xxxxxx Xxx and Xxxxxxx
Mac,
issued by a title insurer acceptable to prudent lenders in the
secondary
mortgage market and qualified to do business in the jurisdiction
where the
Mortgaged Property is located, insuring (subject to the exceptions
contained in (x)(a) and (b), and with respect to any second lien
Mortgage
Loan (c), above) the Seller, its successors and assigns as to the
first or
second priority lien (as indicated on the Mortgage Loan Schedule)
of the
Mortgage in the original principal amount of the Mortgage Loan
(including,
if the Mortgage Loan provides for Negative Amortization, the maximum
amount of Negative Amortization in accordance with the Mortgage)
and, with
respect to any Adjustable Rate Mortgage Loan, against any loss
by reason
of the invalidity or unenforceability of the lien resulting from
the
provisions of the Mortgage providing for adjustment in the Mortgage
Interest Rate and Monthly Payment and Negative Amortization provisions
of
the Mortgage Note. Additionally, such lender's title insurance
policy
affirmatively insures ingress and egress to and from the Mortgaged
Property, and against encroachments by or upon the Mortgaged Property
or
any interest therein. The Seller is the sole insured of such lender's
title insurance policy, and such lender’s title insurance policy is in
full force and effect and will be in full force and effect upon
the
consummation of the transactions contemplated by this Agreement.
No claims
have been made under such lender's title insurance policy, and
no prior
holder of the related Mortgage, including the Seller, has done,
by act or
omission, anything which would impair the coverage of such lender's
title
insurance policy;
|
| 17. |
Other
than payment delinquencies of less than one calendar month, there
is no
default, breach, violation or event of acceleration existing under
the
Mortgage or the Mortgage Note and no event which, with the passage
of time
or with notice and the expiration of any grace or cure period,
would
constitute a default, breach, violation or event of acceleration,
and the
Seller has not waived any default, breach, violation or event of
acceleration. With respect to each second lien Mortgage Loan (i)
the first
lien mortgage loan is in full force and effect, (ii) other than
payment
delinquencies of less than one calendar month, there is no default,
breach, violation or event of acceleration existing under such
first lien
mortgage or the related mortgage note, (iii) no event which, with
the
passage of time or with notice and the expiration of any grace
or cure
period, would constitute a default, breach, violation or event
of
acceleration thereunder, (iv) either (A) the first lien mortgage
contains
a provision which allows or (B) applicable law requires, the mortgagee
under the second lien Mortgage Loan to receive notice of, and affords
such
mortgagee an opportunity to cure any default by payment in full
or
otherwise under the first lien mortgage, (v) the related first
lien does
not provide for or permit negative amortization under such first
lien
Mortgage Loan, and (vi) either no consent for the Mortgage Loan
is
required by the holder of the first lien or such consent has been
obtained
and is contained in the Mortgage
File;
|
| 18. |
As
of the date of origination of the Mortgage Loan and to the best
of the
Seller’s knowledge as of the Closing Date, except as insured against by
the related title insurance policy, there are no mechanics' or
similar
liens or claims which have been filed for work, labor or material
(and no
rights are outstanding that under law could give rise to such lien)
affecting the related Mortgaged Property which are or may be liens
prior
to, or equal or coordinate with, the lien of the related
Mortgage;
|
| 19. |
All
improvements which were considered in determining the Appraised
Value of
the related Mortgaged Property lay wholly within the boundaries
and
building restriction lines of the Mortgaged Property, and no improvements
on adjoining properties encroach upon the Mortgaged
Property;
|
| 20. |
The
Mortgage Loan was originated by the Seller or by a savings and
loan
association, a savings bank, a commercial bank or similar banking
institution which is supervised and examined by a federal or state
authority, or by a mortgagee approved as such by the Secretary
of
HUD;
|
| 21. |
Principal
payments on the Mortgage Loan commenced no more than sixty (60)
days after
the proceeds of the Mortgage Loan were disbursed. The Mortgage
Loan bears
interest at the Mortgage Interest Rate. With respect to each Mortgage
Loan
which is not a Negative Amortization Loan, the Mortgage Note is
payable on
the first or fifteenth day of each month in Monthly Payments, which,
in
the case of a Fixed Rate Mortgage Loans, are sufficient to fully
amortize
the original principal balance over the original term thereof (other
than
with respect to a Mortgage Loan identified on the related Mortgage
Loan
Schedule as an interest-only Mortgage Loan during the interest-only
period
or a Mortgage Loan which is identified on the related Mortgage
Loan
Schedule as a Balloon Mortgage Loan) and to pay interest at the
related
Mortgage Interest Rate, and, in the case of an Adjustable Rate
Mortgage
Loan, are changed on each Adjustment Date, and in any case, are
sufficient
to fully amortize the original principal balance over the original
term
thereof (other than with respect to a Mortgage Loan identified
on the
related Mortgage Loan Schedule as an interest-only Mortgage Loan
during
the interest-only period or a Mortgage Loan which is identified
on the
related Mortgage Loan Schedule as a Balloon Mortgage Loan) and
to pay
interest at the related Mortgage Interest Rate. With respect to
each
Negative Amortization Mortgage Loan, the related Mortgage Note
requires a
Monthly Payment which is sufficient during the period following
each
Payment Adjustment Date, to fully amortize the outstanding principal
balance as of the first day of such period (including any Negative
Amortization) over the then remaining term of such Mortgage Note
and to
pay interest at the related Mortgage Interest Rate; provided, that
the
Monthly Payment shall not increase to an amount that exceeds 107.5%
of the
amount of the Monthly Payment that was due immediately prior to
the
Payment Adjustment Date; provided, further, that the payment adjustment
cap shall not be applicable with respect to the adjustment made
to the
Monthly Payment that occurs in a year in which the Mortgage Loan
has been
outstanding for a multiple of five (5) years and in any such year
the
Monthly Payment shall be adjusted to fully amortize the Mortgage
Loan over
the remaining term. With respect to each Mortgage Loan identified
on the
Mortgage Loan Schedule as an interest-only Mortgage Loan, the
interest-only period shall not exceed ten (10) years (or such other
period
specified on the Mortgage Loan Schedule) and following the expiration
of
such interest-only period, the remaining Monthly Payments shall
be
sufficient to fully amortize the original principal balance over
the
remaining term of the Mortgage Loan and to pay interest at the
related
Mortgage Interest Rate. With respect to each Balloon Mortgage Loan,
the
Mortgage Note requires a monthly payment which is sufficient to
fully
amortize the original principal balance over the original term
thereof and
to pay interest at the related Mortgage Interest Rate and requires
a final
Monthly Payment substantially greater than the preceding monthly
payment
which is sufficient to repay the remained unpaid principal balance
of the
Balloon Mortgage Loan as the Due Date of such monthly payment.
The Index
for each Adjustable Rate Mortgage Loan is as set forth on the Mortgage
Loan Schedule. No Mortgage Loan is a Convertible Mortgage Loan.
No Balloon
Mortgage Loan has an original stated maturity of less than seven
(7)
years;
|
| 22. |
The
origination, servicing and collection practices used with respect
to each
Mortgage Note and Mortgage including, without limitation, the
establishment, maintenance and servicing of the Escrow Accounts
and Escrow
Payments, if any, since origination, have been in all respects
legal,
proper, prudent and customary in the mortgage origination and servicing
industry. The Mortgage Loan has been serviced by the Seller and
any
predecessor servicer in accordance with the terms of the Mortgage
Note and
Accepted Servicing Practices. With respect to escrow deposits and
Escrow
Payments, if any, all such payments are in the possession of, or
under the
control of, the Seller and there exist no deficiencies in connection
therewith for which customary arrangements for repayment thereof
have not
been made. No escrow deposits or Escrow Payments or other charges
or
payments due the Seller have been capitalized under any Mortgage
or the
related Mortgage Note and no such escrow deposits or Escrow Payments
are
being held by the Seller for any work on a Mortgaged Property which
has
not been completed;
|
| 23. |
To
the best of the Seller’s knowledge, the Mortgaged Property is free of
damage and waste and there is no proceeding pending for the total
or
partial condemnation thereof;
|
| 24. |
The
Mortgage and related Mortgage Note contain customary and enforceable
provisions such as to render the rights and remedies of the holder
thereof
adequate for the realization against the Mortgaged Property of
the
benefits of the security provided thereby, including, (a) in the
case of a
Mortgage designated as a deed of trust, by trustee's sale, and
(b)
otherwise by judicial foreclosure. The Mortgaged Property is not
subject
to any bankruptcy proceeding or foreclosure proceeding and the
Mortgagor
is not subject to protection under applicable bankruptcy laws.
There is no
homestead or other exemption available to the Mortgagor which would
interfere with the right to sell the Mortgaged Property at a trustee's
sale or the right to foreclose the Mortgage. The Mortgagor has
not
notified the Seller and the Seller has no knowledge of any relief
requested or allowed to the Mortgagor under the Servicemembers’ Civil
Relief Act;
|
| 25. |
The
Mortgage Loan was underwritten in accordance with the Underwriting
Guidelines in effect at the time the Mortgage Loan was originated;
and the
Mortgage Note and Mortgage are on forms acceptable to Xxxxxx Xxx
and
Xxxxxxx
Mac;
|
| 26. |
The
Mortgage Note is not and has not been secured by any collateral
except the
lien of the corresponding Mortgage on the Mortgaged Property and
the
security interest of any applicable security agreement or chattel
mortgage
referred to in (x) above;
|
| 27. |
The
Mortgage File contains an appraisal of the related Mortgaged Property
which satisfied the standards of FIRREA, was on appraisal form
1004 or
form 2055 with an interior inspection and was made and signed,
prior to
the approval of the Mortgage Loan application, by a qualified appraiser,
duly appointed by the Seller, who had no interest, direct or indirect
in
the Mortgaged Property or in any loan made on the security thereof,
whose
compensation is not affected by the approval or disapproval of
the
Mortgage Loan and who satisfied the standards of FIRREA. Each appraisal
of
the Mortgage Loan was made in accordance with the relevant provisions
of
FIRREA;
|
| 28. |
In
the event the Mortgage constitutes a deed of trust, a trustee,
duly
qualified under applicable law to serve as such, has been properly
designated and currently so serves and is named in the Mortgage,
and no
fees or expenses are or will become payable by the Purchaser to
the
trustee under the deed of trust, except in connection with a trustee's
sale after default by the
Mortgagor;
|
| 29. |
No
Mortgage Loan contains provisions pursuant to which Monthly Payments
are
(a) paid or partially paid with funds deposited in any separate
account
established by the Seller, the Mortgagor, or anyone on behalf of
the
Mortgagor, (b) paid by any source other than the Mortgagor or (c)
contains
any other similar provisions which may constitute a “buydown” provision.
The Mortgage Loan is not a graduated payment mortgage loan and
the
Mortgage Loan does not have a shared appreciation or other contingent
interest feature;
|
| 30. |
The
Mortgagor has executed a statement to the effect that the Mortgagor
has
received all disclosure materials required by applicable law with
respect
to the making of fixed rate mortgage loans in the case of Fixed
Rate
Mortgage Loans, and adjustable rate mortgage loans in the case
of
Adjustable Rate Mortgage Loans and rescission materials with respect
to
Refinanced Mortgage Loans, and such statement is and will remain
in the
Mortgage File;
|
| 31. |
No
Mortgage Loan was made in connection with (a) the construction
or
rehabilitation of a Mortgaged Property or (b) facilitating the
trade-in or
exchange of a Mortgaged Property;
|
| 32. |
Taking
into account the credit standing of the related Mortgagors and
the
Underwriting Guidelines under which the Mortgage Loans were originated,
the Seller has no knowledge of any circumstances or condition with
respect
to the Mortgage, the Mortgaged Property or the Mortgagor that can
reasonably be expected to cause the Mortgage Loan to become delinquent
or
adversely affect the value of the Mortgage Loan as compared to
other
mortgage loans in the Seller’s portfolio meeting the requirements of the
Agreement and the related
Confirmation;
|
| 33. |
No
Mortgage Loan had an LTV or a CLTV at origination in excess of
100%. No
Mortgage Loan is subject to a lender paid primary mortgage insurance
policy;
|
| 34. |
As
of the date of origination of the Mortgage Loan and to the best
of the
Seller’s knowledge as of the Closing Date, the Mortgaged Property is
lawfully occupied under applicable law; all inspections, licenses
and
certificates required to be made or issued with respect to all
occupied
portions of the Mortgaged Property and, with respect to the use
and
occupancy of the same, including but not limited to certificates
of
occupancy, have been made or obtained from the appropriate
authorities;
|
| 35. |
No
error, omission, misrepresentation, negligence, fraud or similar
occurrence with respect to a Mortgage Loan has taken place on the
part of
any person, including without limitation the Mortgagor, any appraiser,
any
builder or developer, or any other party involved in the origination
of
the Mortgage Loan or in the application of any insurance in relation
to
such Mortgage Loan;
|
| 36. |
The
Assignment of Mortgage, if required, is in recordable form, except
for the
name of the assignee which is blank, and is acceptable for recording
under
the laws of the jurisdiction in which the Mortgaged Property is
located;
|
| 37. |
Any
principal advances made to the Mortgagor prior to the Cut-off Date
have
been consolidated with the outstanding principal amount secured
by the
Mortgage, and the secured principal amount, as consolidated, bears
a
single interest rate and single repayment term. The lien of the
Mortgage
securing the consolidated principal amount is expressly insured
as having
first or second (as indicated on the Mortgage Loan Schedule) lien
priority
by a title insurance policy, an endorsement to the policy insuring
the
mortgagee's consolidated interest or by other title evidence acceptable
to
prudent lenders in the secondary mortgage market. The consolidated
principal amount does not exceed the original principal amount
of the
Mortgage Loan plus any Negative
Amortization;
|
| 38. |
If
the Residential Dwelling on the Mortgaged Property is a condominium
unit
or a unit in a planned unit development (other than a de minimis
planned
unit development) such condominium or planned unit development
project
meets the Seller’s eligibility
requirements;
|
| 39. |
The
source of the down payment with respect to each Mortgage Loan has
been
fully verified by the Seller pursuant to the Underwriting
Guidelines;
|
| 40. |
Interest
on each Mortgage Loan is calculated on the basis of a 360-day year
consisting of twelve 30-day months;
|
| 41. |
The
Mortgaged Property is in material compliance with all applicable
environmental laws pertaining to environmental hazards including,
without
limitation, asbestos, and neither the Seller nor, to the Seller’s
knowledge, the related Mortgagor, has received any notice of any
violation
or potential violation of such law;
|
| 42. |
The
Seller shall, at its own expense, cause each Mortgage Loan to be
covered
by a Tax Service Contract which is assignable to the Purchaser
or its
designee; provided however, that if the Seller fails to purchase
such Tax
Service Contract, the Seller shall be required to reimburse the
Purchaser
for all costs and expenses incurred by the Purchaser in connection
with
the purchase of any such Tax Service
Contract;
|
| 43. |
Each
Mortgage Loan is covered by a Flood Zone Service Contract which
is
assignable to the Purchaser or its designee or, for each Mortgage
Loan not
covered by such Flood Zone Service Contract, the Seller agrees
to purchase
such Flood Zone Service Contract;
|
| 44. |
No
Mortgage Loan is (a)(1) subject to the provisions of the Homeownership
and
Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an APR or
total points and fees that are equal to or exceeds the HOEPA thresholds
(as defined in 12 CFR 226.32 (a)(1)(i) and (ii)), (b) a “high cost”
mortgage loan, “covered” mortgage loan, “high risk home” mortgage loan, or
“predatory” mortgage loan or any other comparable term, no matter how
defined under any federal, state or local law, (c) subject to any
comparable federal, state or local statutes or regulations, or
any other
statute or regulation providing for heightened regulatory scrutiny
or
assignee liability to holders of such mortgage loans, or (d) a
High Cost
Loan or Covered Loan, as applicable (as such terms are defined
in the
current Standard & Poor’s LEVELS® Glossary Revised, Appendix
E);
|
| 45. |
No
predatory, abusive, or deceptive lending practices, including but
not
limited to, the extension of credit to a Mortgagor without regard
for the
Mortgagor’s ability to repay the Mortgage Loan and the extension of credit
to a mortgagor which has no apparent benefit to the Mortgagor,
were
employed in connection with the origination of the Mortgage
Loan;
|
| 46. |
The
debt-to-income ratio of the related Mortgagor was not greater than
60% at
the origination of the related Mortgage
Loan;
|
| 47. |
No
Mortgagor was required to purchase any credit insurance product
(e.g.,
life, mortgage, disability, accident, unemployment or health insurance
product) or debt cancellation agreement as a condition of obtaining
the
extension of credit. No Mortgagor obtained a prepaid single premium
credit
insurance policy (e.g., life, mortgage, disability, accident, unemployment
or health insurance product) or debt cancellation agreement in
connection
with the origination of the Mortgage Loan. No proceeds from any
Mortgage
Loan were used to purchase single premium credit insurance policies
) or
debt cancellation agreements as part of the origination of, or
as a
condition to closing, such Mortgage Loan.
|
| 48. |
The
Mortgage Loans were not selected from the outstanding one- to four-family
mortgage loans in the Seller’s portfolio at the related Closing Date, as
to which the representations and warranties set forth in this Agreement
could be made and as to which the stipulations in the Confirmation
could
be satisfied in a manner so as to affect adversely the interests
of the
Purchaser. The related Mortgagor under the Mortgage Loan had a
FICO Score
not less than 500 at the time of the origination of the Mortgage
Loan,
unless such Mortgage Loan was originated under an origination program
which does not require FICO scores to be obtained under the Seller’s
underwriting guidelines;
|
| 49. |
The
Mortgage contains an enforceable provision for the acceleration
of the
payment of the unpaid principal balance of the Mortgage Loan in
the event
that the Mortgaged Property is sold or transferred without the
prior
written consent of the mortgagee
thereunder;
|
| 50. |
The
Mortgage Loan complies with all applicable consumer credit statutes
and
regulations, including, without limitation, the respective Uniform
Consumer Credit Code laws in effect in Alabama, Colorado, Idaho,
Indiana,
Iowa, Kansas, Maine, Oklahoma, South Carolina, Utah, West Virginia
and
Wyoming, has been originated by a properly licensed entity, and
in all
other respects, complies with all of the material requirements
of any such
applicable laws;
|
| 51. |
The
information set forth in the Mortgage Loan Schedule as to Prepayment
Charges is complete, true and correct in all material respects
and each
Prepayment Charge is permissible, enforceable and collectable in
accordance with its terms upon the Mortgagor’s full and voluntary
principal payment under applicable
law;
|
| 52. |
The
Mortgage Loan was not prepaid in full prior to the Closing Date
and the
Seller has not received notification from a Mortgagor that a prepayment
in
full shall be made after the Closing
Date;
|
| 53. |
No
Mortgage Loan is secured by cooperative housing, commercial property
or
mixed use property, unless such mixed use property is subject to
de
minimis commercial use, such commercial use was not taken into
account in
valuing the related Mortgaged Property and the related Mortgaged
Property
was not modified for such commercial
use;
|
| 54. |
Each
Mortgage Loan is eligible for sale in the secondary market or for
inclusion in a Securitization Transaction without unreasonable
credit
enhancement;
|
| 55. |
Except
as set forth on the related Mortgage Loan Schedule, none of the
Mortgage
Loans are subject to a Prepayment Charge. For any Mortgage Loan
originated
prior to October 1, 2002 that is subject to a Prepayment Charge,
such
Prepayment Charge does not extend beyond five (5) years after the
date of
origination. For any Mortgage Loan originated on or following October
1,
2002 that is subject to a Prepayment Charge, such Prepayment Charge
does
not extend beyond three (3) years after the date of origination.
With
respect to any Mortgage Loan that contains a provision permitting
imposition of a premium upon a prepayment prior to maturity: (i)
prior to
the Mortgage Loan's origination, the Mortgagor agreed to such premium
in
exchange for a monetary benefit, including but not limited to a
rate or
fee reduction, (ii) prior to the Mortgage Loan's origination, the
Mortgagor was offered the option of obtaining a Mortgage Loan that
did not
require payment of such a premium, (iii) the prepayment premium
is
disclosed to the Mortgagor in the loan documents pursuant to applicable
state and federal law, and (iv) notwithstanding any state or federal
law
to the contrary, the Seller shall not impose such Prepayment Charge
in any
instance when the mortgage loan is accelerated or paid off in connection
with the workout of a delinquent Mortgage Loan as the result of
the
Mortgagor's default in making the loan
payments;
|
| 56. |
The
Seller has complied with all applicable anti-money laundering laws
and
regulations, including without limitation the USA Patriot Act of
2001
(collectively, the “Anti-Money Laundering Laws”); the Seller has
established an anti-money laundering compliance program as required
by the
Anti-Money Laundering Laws, has conducted the requisite due diligence
in
connection with the origination of each Mortgage Loan for purposes
of the
Anti-Money Laundering Laws, including with respect to the legitimacy
of
the applicable Mortgagor and the origin of the assets used by the
said
Mortgagor to purchase the Mortgaged Property, and maintains, and
will
maintain, sufficient information to identify the applicable Mortgagor
for
purposes of the Anti-Money Laundering Laws. No Mortgage Loan is
subject to
nullification pursuant to Executive Order 13224 (the “Executive Order”) or
the regulations promulgated by the Office of Foreign Assets Control
of the
United States Department of the Treasury (the “OFAC Regulations”) or in
violation of the Executive Order or the OFAC Regulations, and no
Mortgagor
is subject to the provisions of such Executive Order or the OFAC
Regulations nor listed as a “blocked person” for purposes of the OFAC
Regulations;
|
| 57. |
No
Mortgagor was encouraged or required to select a Mortgage Loan
product
offered by the Mortgage Loan's originator which is a higher cost
product
designed for less creditworthy borrowers, unless at the time of
the
Mortgage Loan's origination, such Mortgagor did not qualify taking
into
account credit history and debt to income ratios for a lower cost
credit
product then offered by the Mortgage Loan's originator or any affiliate
of
the Mortgage Loan's originator. If, at the time of loan application,
the
Mortgagor may have qualified for a for a lower cost credit product
then
offered by any mortgage lending affiliate of the Mortgage Loan's
originator, the Mortgage Loan's originator referred the Mortgagor's
application to such affiliate for underwriting consideration. With
respect
to any Mortgage Loan, the Mortgagor was assigned the highest credit
grade
available with respect to a mortgage loan product offered by such
Mortgage
Loan’s originator, based on a comprehensive assessment of risk factors,
including the Mortgagor’s credit history. Additionally, the Mortgage
Loan’s originator offered the Mortgagor mortgage loan products offered
by
such Mortgage Loan’s originator, or any affiliate of such Mortgage Loan’s
originator, for which the Mortgagor
qualified;
|
| 58. |
The
methodology used in underwriting the extension of credit for each
Mortgage
Loan employs objective mathematical principles which relate the
Mortgagor's income, assets and liabilities to the proposed payment
and
such underwriting methodology does not rely on the extent of the
Mortgagor's equity in the collateral as the principal determining
factor
in approving such credit extension. Such underwriting methodology
confirmed that at the time of origination (application/approval)
the
Mortgagor had a reasonable ability to make timely payments on the
Mortgage
Loan;
|
| 59. |
With
respect to each Mortgage Loan, the Seller has fully and accurately
furnished complete information (i.e., favorable and unfavorable)
on the
related borrower credit files to Equifax, Experian and Trans Union
Credit
Information Company, in accordance with the Fair Credit Reporting
Act and
its implementing regulations, on a monthly basis and, for each
Mortgage
Loan, the Seller will furnish, in accordance with the Fair Credit
Reporting Act and its implementing regulations, accurate and complete
information on its borrower credit files to Equifax, Experian,
and Trans
Union Credit Information Company, on a monthly
basis;
|
| 60. |
All
points and fees related to each Mortgage Loan were disclosed in
writing to
the related Borrower in accordance with applicable state and federal
laws
and regulations. No related Borrower was charged “points and fees”
(whether or not financed) in an amount greater than (a) $1,000
or (b) 5%
of the principal amount of such loan, whichever is greater, such
5%
limitation is calculated in accordance with Xxxxxx Mae’s anti-predatory
lending requirements as set forth in the Xxxxxx Mae Guides. For
purposes
of this representation, “points and fees” (a) include origination,
underwriting, broker and finder’s fees and other charges that the lender
imposed as a condition of making the loan, whether they are paid
to the
lender or a third party, and (b) exclude bona fide discount points,
fees
paid for actual services rendered in connection with the origination
of
the mortgage (such as attorneys’ fees, notaries fees and fees paid for
property appraisals, credit reports, surveys, title examinations
and
extracts, flood and tax certifications, and home inspections);
the cost of
mortgage insurance or credit-risk price adjustments; the costs
of title,
hazard, and flood insurance policies; state and local transfer
taxes or
fees; escrow deposits for the future payment of taxes and insurance
premiums; and other miscellaneous fees and charges that, in total,
do not
exceed 0.25 percent of the loan amount. All points, fees and charges
(including finance charges) and whether or not financed, assessed,
collected or to be collected in connection with the origination
and
servicing of each Mortgage Loan were disclosed in writing to the
related
Mortgagor in accordance with applicable state and federal laws
and
regulations;
|
| 61. |
[Reserved];
|
| 62. |
With
respect to any Mortgage Loan which is secured by manufactured housing,
if
such Mortgage Loans are permitted hereunder, such Mortgage Loan
satisfies
the requirements for inclusion in residential mortgage backed securities
transactions rated by Standard & Poor's Ratings Services and such
manufactured housing will be the principal residence of the Mortgagor
upon
the origination of the Mortgage Loan. With respect to any second
lien
Mortgage Loan, such lien is on a one- to four-family residence
that is (or
will be) the principal residence of the Mortgagor upon the origination
of
the second lien Mortgage Loan;
|
| 63. |
Each
Mortgage Loan constitutes a “qualified mortgage” under
Section 860G(a)(3)(A) of the Code and Treasury Regulation
Section 1.860G-2(a)(1);
|
| 64. |
No
Mortgage Loan is secured by real property or secured by a manufactured
home located in the state of Georgia unless (x) such Mortgage Loan
was
originated prior to October 1, 2002 or after March 6, 2003, or
(y) the
property securing the Mortgage Loan is not, nor will be, occupied
by the
Mortgagor as the Mortgagor’s principal dwelling. No Mortgage Loan is a
“High Cost Home Loan” as defined in the Georgia Fair Lending Act, as
amended (the “Georgia Act”). Each Mortgage Loan that is a “Home Loan”
under the Georgia Act complies with all applicable provisions of
the
Georgia Act. No Mortgage Loan secured by owner occupied real property
or
an owner occupied manufactured home located in the State of Georgia
was
originated (or modified) on or after October 1, 2002 through and
including
March 6, 2003;
|
| 65. |
No
Mortgage Loan is a “High-Cost” loan as defined under the New York Banking
Law Section 6-1, effective as of April 1,
2003;
|
| 66. |
No
Mortgage Loan (a) is secured by property located in the State of
New York;
(b) had an unpaid principal balance at origination of $300,000
or less,
and (c) has an application date on or after April 1, 2003, the
terms of
which Mortgage Loan equal or exceed either the APR or the points
and fees
threshold for “high-cost home loans”, as defined in Section 6-1 of
the New York State Banking Law;
|
| 67. |
No
Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home
Loan Protection Act effective July 16, 2003 (Act 1340 or
2003);
|
| 68. |
No
Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky
high-cost loan statute effective June 24, 2003 (Ky. Rev. Stat.
Section 360.100);
|
| 69. |
No
Mortgage Loan secured by property located in the State of Nevada
is a
“home loan” as defined in the Nevada Assembly Xxxx No.
284;
|
| 70. |
No
Mortgage Loan is a “manufactured housing loan” or “home improvement home
loan” pursuant to the New Jersey Home Ownership Act. No Mortgage Loan
is a
“High-Cost Home Loan” or a refinanced “Covered Home Loan,” in each case,
as defined in the New Jersey Home Ownership Act effective November
27,
2003 (N.J.S.A. 46;10B-22 et seq.);
|
| 71. |
No
Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home
Ownership and Equity protection
Act;
|
| 72. |
No
Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home
Loan Protection Act effective January 1, 2004 (N.M. Stat. Xxx.
§§ 58-21A-1
et seq.);
|
| 73. |
No
Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois
High-Risk Home Loan Act effective January 1, 2004 (815 Ill. Comp.
Stat.
137/1 et seq.);
|
| 74. |
No
Loan that is secured by property located within the State of Maine
meets
the definition of a (i) “high-rate, high-fee” mortgage loan under Article
VIII, Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home
Loan” as defined under the Maine House Xxxx 383 X.X. 494, effective as
of
September 13, 2003;
|
| 75. |
With
respect to any Loan for which a mortgage loan application was submitted
by
the Mortgagor after April 1, 2004, no such Loan secured by Mortgaged
Property in the State of Illinois which has a Loan Interest Rate
in excess
of 8.0% per annum has lender-imposed fees (or other charges) in
excess of
3.0% of the original principal balance of the
Loan;
|
| 76. |
No
Mortgage Loan is a “High Cost Home Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act, effective November
7,
2004 (Mass. Xxx. Laws Ch. 183C). No Mortgage Loan secured by a
Mortgaged
Property located in the Commonwealth of Massachusetts was made
to pay off
or refinance an existing loan or other debt of the related borrower
(as
the term “borrower” is defined in the regulations promulgated by the
Massachusetts Secretary of State in connection with Massachusetts
House
Xxxx 4880 (2004)) unless either (1) (a) the related Mortgage Interest
Rate
(that would be effective once the introductory rate expires, with
respect
to Adjustable Rate Mortgage Loans) did or would not exceed by more
than
2.25% the yield on United States Treasury securities having comparable
periods of maturity to the maturity of the related Mortgage Loan
as of the
fifteenth day of the month immediately preceding the month in which
the
application for the extension of credit was received by the related
lender
or (b) the Mortgage Loan is an “open-end home loan” (as such term is used
in the Massachusetts House Xxxx 4880 (2004)) and the related Mortgage
Note
provides that the related Mortgage Interest Rate may not exceed
at any
time the Prime rate index as published in The Wall Street Journal
plus a
margin of one percent, or (2) such Mortgage Loan is in the "borrower's
interest," as documented by a "borrower's interest worksheet" for
the
particular Mortgage Loan, which worksheet incorporates the factors
set
forth in Massachusetts House Xxxx 4880 (2004) and the regulations
promulgated thereunder for determining "borrower's interest," and
otherwise complies in all material respects with the laws of the
Commonwealth of Massachusetts;
|
| 77. |
No
Loan is a “High Cost Home Loan” as defined by the Indiana Home Loan
Practices Act, effective January 1, 2005 ( Ind. Code Xxx. §§ 24-9-1 et
seq.);
|
| 78. |
The
Mortgagee has not made or caused to be made any payment in the
nature of
an “average” or “yield spread premium” to a mortgage broker or a like
Person which has not been fully disclosed to the
Mortgagor;
|
| 79. |
The
sale or transfer of the Mortgage Loan by the Seller complies with
all
applicable federal, state, and local laws, rules, and regulations
governing such sale or transfer, including, without limitation,
the Fair
and Accurate Credit Transactions Act (“FACT Act”) and the Fair Credit
Reporting Act, each as may be amended from time to time, and the
Seller
has not received any actual or constructive notice of any identity
theft,
fraud, or other misrepresentation in connection with such Mortgage
Loan or
any party thereto;
|
| 80. |
With
respect to each MOM Loan, a MIN has been assigned by MERS and such
MIN is
accurately provided on the Mortgage Loan Schedule. The related
Assignment
of Mortgage to MERS has been duly and properly recorded, or has
been
delivered for recording to the applicable recording
office;
|
| 81. |
With
respect to each MOM Loan, Seller has not received any notice of
liens or
legal actions with respect to such Mortgage Loan and no such notices
have
been electronically posted by MERS;
|
| 82. |
With
respect to each second lien Mortgage Loan, either no consent for
the
Mortgage Loan is required by the holder of the first lien or such
consent
has been obtained and is contained in the Mortgage File;
and
|
| 83. |
No
Mortgagor agreed to submit to arbitration to resolve any dispute
arising
out of or relating in any way to the Mortgage Loan transaction.
No
Mortgage Loan is subject to any mandatory
arbitration.
|
ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT
This
is
an Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) made
as of October 19, 2006, among Greenwich Capital Financial Products, Inc.
(the
“Assignor”), Financial Asset Securities Corp. (“Assignee”) and Fremont
Investment & Loan (the “Company”).
In
consideration of the mutual promises contained herein the parties hereto
agree
that the residential mortgage loans (the “Assigned Loans” ) listed on Attachment
1 annexed hereto (the “Assigned Loan Schedule”) shall be subject to the terms of
this AAR Agreement. Capitalized terms used herein but not defined shall have
the
meanings ascribed to them in the Master
Mortgage Loan Purchase and Interim Servicing Agreement dated as of December
1, 2005, as amended (the “Purchase Agreement”), between the Assignor, as initial
purchaser, and the Company, as seller and interim servicer.
Assignment
and Assumption
Except
as
expressly provided for herein, the Assignor hereby grants, transfers and
assigns
to the Assignee, up to and including December 31, 2006 and January 31, 2007,
with respect to the Assigned Loans, the Assignor’s rights to have the Company
service such Assigned Loans for the benefit of the Assignor (the “Servicing
Rights”). Except as is otherwise expressly provided herein, the Assignor makes
no representations, warranties or covenants to the Assignee and the Assignee
acknowledges that the Assignor has no obligations to the Assignee with respect
to the Servicing Rights or otherwise relating to the transaction contemplated
herein.
Representations,
Warranties and Covenants
1.
Assignor
warrants and represents to Assignee and Company as of the date
hereof:
(a) Assignor
is the lawful owner of the Assigned Loans with full right to transfer any
and
all of its interests, rights and obligations to the Servicing Rights as they
relate to the Assigned Loans, free and clear from any and all claims and
encumbrances; and upon the transfer of the Servicing Rights to Assignee as
contemplated herein, Assignee shall have all of Assignor’s interests, rights and
obligations to the Servicing Rights as they relate to the Assigned Loans,
free
and clear of any and all liens, claims and encumbrances;
(b) Assignor
is a company, duly organized, validly existing and in good standing under
the
laws of the jurisdiction of its incorporation, and has all requisite power
and
authority to transfer its interest in the Servicing Rights ;
(c) Assignor
has full corporate power and authority to execute, deliver and perform its
obligations under this AAR Agreement, and to consummate the transactions
set
forth herein. The consummation of the transactions contemplated by this AAR
Agreement is in the ordinary course of Assignor’s business and will not conflict
with, or result in a breach of, any of the terms, conditions or provisions
of
Assignor’s articles of incorporation or by-laws or any legal restriction, or any
material agreement or instrument to which Assignor is now a party or by which
it
is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Assignor or its property is subject. The execution,
delivery and performance by Assignor of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized
by all
necessary corporate action on the part of Assignor. This AAR Agreement has
been
duly executed and delivered by Assignor and, upon the due authorization,
execution and delivery by Assignee and Company, will constitute the valid
and
legally binding obligation of Assignor enforceable against Assignor in
accordance with its terms except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws now or hereafter
in
effect relating to creditors’ rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding
in
equity or at law;
(d) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
Assignor in connection with the execution, delivery or performance by Assignor
of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby;
(e) The
Assignor has received from the Company, and has delivered to the Assignee,
all
documents required to be delivered to the Assignor by the Company prior to
the
date hereof; and
(f) There
is
no action, suit, proceeding, investigation or litigation pending or, to
Assignor’s knowledge, threatened, which either in any instance or in the
aggregate, if determined adversely to Assignor, would adversely affect
Assignor’s execution or delivery of, or the enforceability of, this AAR
Agreement, or the Assignor's ability to perform its obligations under this
AAR
Agreement.
2.
Assignee
warrants and represents to, and covenants with, Assignor and Company as of
the
date hereof:
(a) The
Assignee has been duly organized and is validly existing as a corporation
in
good standing under the laws of the State of Delaware;
(b) Assignee
has full power and authority to execute, deliver and perform its obligations
under this AAR Agreement, and to consummate the transactions set forth herein.
The consummation of the transactions contemplated by this AAR Agreement is
in
the ordinary course of Assignee’s business and will not conflict with, or result
in a breach of, any of the terms, conditions or provisions of Assignee’s
articles of incorporation or by-laws or any legal restriction, or any material
agreement or instrument to which Assignee is now a party or by which it is
bound, or result in the violation of any law, rule, regulation, order, judgment
or decree to which Assignee or its property is subject. The execution, delivery
and performance by Assignee of this AAR Agreement and the consummation by
it of
the transactions contemplated hereby, have been duly authorized by all necessary
corporate action on part of Assignee. This AAR Agreement has been duly executed
and delivered by Assignee and, upon the due authorization, execution and
delivery by Assignor and Company, will constitute the valid and legally binding
obligation of Assignee enforceable against Assignee in accordance with its
terms
except as enforceability may be limited by bankruptcy, reorganization,
insolvency, moratorium or other similar laws now or hereafter in effect relating
to creditors’ rights generally, and by general principles of equity regardless
of whether enforceability is considered in a proceeding in equity or at law;
(c) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
Assignee in connection with the execution, delivery or performance by Assignee
of this AAR Agreement, or the consummation by it of the transactions
contemplated hereby;
(d) There
is
no action, suit, proceeding, investigation or litigation pending or, to
Assignee's knowledge, threatened, which either in any instance or in the
aggregate, if determined adversely to Assignee, would adversely affect
Assignee's execution or delivery of, or the enforceability of, this AAR
Agreement, or the Assignee's ability to perform its obligations under this
AAR
Agreement; and
(e) Assignee
assumes for the benefit of each of the Assignor and the Company all of the
Servicing Rights with respect to the Assigned Loans.
3.
Company
warrants and represents to, and covenants with, Assignor and Assignee as
of the
date hereof:
(a) The
Company has been duly organized and is validly existing as a corporation
in good
standing under the laws of the State of California,
and has
all requisite power and authority to service the Assigned Loans and otherwise
to
perform its obligations under the Purchase Agreement;
(b) Company
has full corporate power and authority to execute, deliver and perform its
obligations under this AAR Agreement, and to consummate the transactions
set
forth herein. The consummation of the transactions contemplated by this AAR
Agreement is in the ordinary course of Company’s business and will not conflict
with, or result in a breach of, any of the terms, conditions or provisions
of
Company’s articles of incorporation or by-laws or any legal restriction, or any
material agreement or instrument to which Company is now a party or by which
it
is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which Company or its property is subject. The execution,
delivery and performance by Company of this AAR Agreement and the consummation
by it of the transactions contemplated hereby, have been duly authorized
by all
necessary corporate action on the part of Company. This AAR Agreement has
been
duly executed and delivered by Company, and, upon the due authorization,
execution and delivery by Assignor and Assignee, will constitute the valid
and
legally binding obligation of Company, enforceable against Company in accordance
with its terms except as enforceability may be limited by bankruptcy,
reorganization, insolvency, moratorium or other similar laws now or hereafter
in
effect relating to creditors’ rights generally, and by general principles of
equity regardless of whether enforceability is considered in a proceeding
in
equity or at law;
(c) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
Company in connection with the execution, delivery or performance by Company
of
this AAR Agreement, or the consummation by it of the transactions contemplated
hereby;
(d) The
Company has no ownership interests in the Assigned Loans.
4.
Assignor
hereby agrees to indemnify and hold the Assignee (and its successors and
assigns) harmless against any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs,
fees
and expenses that Assignee (and its successors and assigns) may sustain in
any
way related to any breach of the representations or warranties of Assignor
set
forth in this AAR Agreement or the breach of any covenant or condition contained
herein.
Recognition
of Assignee
1.
From
and
after the date hereof, Company shall recognize Assignee as beneficiary of
the
servicing with respect to the Assigned Loans, and acknowledges that the Assigned
Loans will be part of a REMIC, and will service the Assigned Loans in accordance
with the Purchase Agreement, but in no event in a manner that would (i) cause
any REMIC to fail to qualify as a REMIC or (ii) result in the imposition
of a
tax upon any REMIC (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). It is
the
intention of Assignor, Company and Assignee that this AAR Agreement shall
be
binding upon and for the benefit of the respective successors and assigns
of the
parties hereto. Neither Company nor Assignor shall amend or agree to amend,
modify, waive, or otherwise alter any of the terms or provisions of the Purchase
Agreement which amendment, modification, waiver or other alteration would
in any
way affect the Assigned Loans without the prior written consent of
Assignee.
Miscellaneous
1.
Each
party will pay any commissions it has incurred and the fees of its attorneys
in
connection with the negotiations for, documenting of and closing of the
transactions contemplated by this AAR Agreement.
2.
This
AAR
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
3.
No
term
or provision of this AAR Agreement may be waived or modified unless such
waiver
or modification is in writing and signed by the party against whom such waiver
or modification is sought to be enforced.
4.
This
AAR
Agreement shall inure to the benefit of the successors and assigns of the
parties hereto. Any entity into which Assignor, Assignee or Company may be
merged or consolidated shall, without the requirement for any further writing,
be deemed Assignor, Assignee or Company, respectively, hereunder.
5.
This
AAR
Agreement shall survive the conveyance of the Assigned Loans.
6.
This
AAR
Agreement may be executed simultaneously in any number of counterparts. Each
counterpart shall be deemed to be an original and all such counterparts shall
constitute one and the same instrument.
7.
In
the
event that any provision of this AAR Agreement conflicts with any provision
of
the Purchase Agreement, the terms of this AAR Agreement shall
control.
[Signatures
commence on following page]
IN
WITNESS WHEREOF, the parties hereto have executed this AAR Agreement as of
the
day and year first above written.
|
GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.,
Assignor
|
||
| |
|
|
| By: | ||
|
Name:
|
|
|
| Title: | ||
|
FINANCIAL
ASSET SECURITIES CORP.,
Assignee
|
||
| |
|
|
| By: | ||
|
Name:
|
|
|
| Title: | ||
|
FREMONT
INVESTMENT & LOAN,
Company
|
||
| |
|
|
| By: | ||
|
Name:
|
|
|
| Title: | ||
ATTACHMENT
1
ASSIGNED
LOAN SCHEDULE
(Available
Upon Request)
EXHIBIT
D
MORTGAGE
LOAN SCHEDULE
Fremont 2006-3, 9/1/06 scheduled balances for initial pool, 10/1/06 scheduled balances for prefunding pool LOAN NUMBER STATE ZIP CODE OCCUPANCY PROPERTY TYPE PURPOSE DOCUMENTATION TYPE ----------- ----- -------- --------- ------------- ------- ------------------ 1000309078 PA 17362 Primary Single Family Cash Out Refinance Full Documentation 1000314552 AZ 86338 Primary Single Family Purchase Full Documentation 1000316803 CA 92307 Primary Single Family Purchase Full Documentation 1000317096 VA 20111 Primary Single Family Purchase Full Documentation 1000318104 NV 89118 Primary Condominium Purchase Full Documentation 1000318322 FL 33054 Primary Single Family Cash Out Refinance Full Documentation 1000318624 CA 94806 Primary Condominium Cash Out Refinance Stated Documentation 1000319217 CA 92688 Primary Condominium Cash Out Refinance Stated Documentation 1000319764 CA 92551 Primary Single Family Cash Out Refinance Stated Documentation 0000000000 FL 32043 Primary Single Family Cash Out Refinance Stated Documentation 0000000000 IL 60402 Primary Condominium Purchase Full Documentation 0000000000 AZ 85037 Primary Single Family Home Improvement Full Documentation 1000321045 VA 23462 Primary Single Family Cash Out Refinance Full Documentation 1000321167 IL 60402 Primary Condominium Purchase Full Documentation 1000321220 MD 21740 Primary Single Family Cash Out Refinance Full Documentation 1000321248 IL 60617 Primary Single Family Purchase Stated Documentation 1000321474 NJ 08205 Primary Single Family Cash Out Refinance Full Documentation 0000000000 MD 20744 Primary Condominium Cash Out Refinance Full Documentation 1000321668 OR 97523 Primary Single Family Cash Out Refinance Full Documentation 1000321727 MD 21093 Primary Single Family Cash Out Refinance Stated Documentation 0000000000 CA 92308 Primary Single Family Cash Out Refinance Stated Documentation 1000321874 CA 90220 Primary Single Family Home Improvement Full Documentation 0000000000 VA 23608 Primary Single Family Cash Out Refinance Full Documentation 1000322191 GA 30039 Primary Single Family Cash Out Refinance Full Documentation 1000322357 CA 92865 Primary Condominium Home Improvement Full Documentation 1000322430 VA 23703 Primary Single Family Cash Out Refinance Stated Documentation 1000322604 FL 33417 Second Home Condominium Home Improvement Easy Documentation 1000322620 NC 27407 Primary Single Family Cash Out Refinance Full Documentation 1000322730 NJ 08609 Primary Single Family Purchase Full Documentation 0000000000 NM 87015 Primary Single Family Cash Out Refinance Full Documentation 1000323092 MI 48340 Primary Single Family Purchase Full Documentation 1000323255 NY 11978 Second Home Single Family Cash Out Refinance Stated Documentation 1000323464 CA 93552 Primary Single Family Cash Out Refinance Full Documentation 1000323627 CA 92392 Primary Single Family Cash Out Refinance Full Documentation 1000323637 MI 48092 Primary Single Family Purchase Full Documentation 1000323648 FL 32778 Primary Single Family Cash Out Refinance Stated Documentation 1000323852 FL 33177 Primary Single Family Cash Out Refinance Stated Documentation 0000000000 MD 21228 Primary Single Family Cash Out Refinance Full Documentation 1000323944 CA 90003 Primary Single Family Cash Out Refinance Stated Documentation 1000323982 GA 30016 Primary Single Family Cash Out Refinance Full Documentation 0000000000 NY 11208 Primary 2 Units Cash Out Refinance Full Documentation 1000324055 NJ 08533 Primary Single Family Rate/Term Refinance Full Documentation 0000000000 CA 92336 Primary Single Family Cash Out Refinance Full Documentation 1000324078 FL 34731 Primary Single Family Cash Out Refinance Stated Documentation 1000324173 CA 92376 Primary Single Family Home Improvement Stated Documentation 1000324291 NY 11233 Primary 2 Units Cash Out Refinance Full Documentation 1000324332 NY 10307 Primary 2 Units Cash Out Refinance Full Documentation 1000324392 FL 33157 Primary Single Family Cash Out Refinance Stated Documentation 0000000000 CA 94401 Primary Condominium Cash Out Refinance Full Documentation 3000062243 MD 21208 Primary Single Family Cash Out Refinance Full Documentation 3000063938 FL 32208 Primary Single Family Cash Out Refinance Full Documentation 3000064392 FL 32208 Primary Single Family Cash Out Refinance Full Documentation 0000000000 CA 92337 Primary Single Family Cash Out Refinance Full Documentation 3000096334 MD 21045 Primary Single Family Cash Out Refinance Full Documentation 3000098201 CA 93307 Primary Single Family Home Improvement Full Documentation 3000103082 MD 20744 Primary Single Family Cash Out Refinance Full Documentation 3000104891 MD 21206 Primary Single Family Cash Out Refinance Full Documentation 0000000000 NY 12534 Primary Single Family Cash Out Refinance Easy Documentation 3000105869 VA 20170 Primary Single Family Cash Out Refinance Stated Documentation 3000106074 NY 10302 Primary Single Family Cash Out Refinance Full Documentation 3000111413 MD 21222 Primary Single Family Cash Out Refinance Stated Documentation 3000112960 MA 02151 Primary 4 Units Cash Out Refinance Full Documentation 3000113790 MD 21133 Primary Single Family Purchase Stated Documentation 3000119514 MA 01562 Primary Single Family Cash Out Refinance Full Documentation 3000120458 NV 89015 Primary Single Family Cash Out Refinance Full Documentation 3000120481 IL 60619 Primary Single Family Purchase Full Documentation 3000120517 IL 60619 Primary Single Family Purchase Full Documentation 3000123188 MD 21222 Primary Single Family Cash Out Refinance Stated Documentation 3000124646 FL 32725 Primary Single Family Cash Out Refinance Stated Documentation 3000128070 SC 29437 Primary Single Family Purchase Full Documentation 3000128786 MA 02119 Primary Single Family Cash Out Refinance Stated Documentation 3000129048 MA 01906 Primary Single Family Cash Out Refinance Stated Documentation 3000129220 CA 93702 Primary Single Family Cash Out Refinance Stated Documentation 0000000000 NM 87120 Primary Single Family Cash Out Refinance Stated Documentation 3000131304 CA 91770 Primary Single Family Cash Out Refinance Stated Documentation 3000131952 FL 32534 Second Home Single Family Cash Out Refinance Full Documentation 3000134513 CA 92392 Primary Single Family Cash Out Refinance Stated Documentation 3000135638 CA 93727 Primary Single Family Cash Out Refinance Stated Documentation 3000135876 NY 12564 Primary Single Family Home Improvement Full Documentation 3000136194 FL 33196 Primary Single Family Cash Out Refinance Stated Documentation 3000137015 UT 84043 Primary Single Family Cash Out Refinance Full Documentation 3000138038 AZ 85043 Primary Single Family Cash Out Refinance Full Documentation 3000138799 MA 01109 Primary Single Family Cash Out Refinance Full Documentation 3000140112 AZ 85242 Primary Single Family Cash Out Refinance Full Documentation 3000142329 FL 32771 Primary Single Family Cash Out Refinance Full Documentation 3000142637 CA 92582 Primary Single Family Cash Out Refinance Full Documentation 3000143080 MI 48227 Primary Single Family Purchase Full Documentation 3000143331 MD 20746 Primary Single Family Cash Out Refinance Full Documentation 3000144207 UT 84084 Primary Single Family Cash Out Refinance Full Documentation 3000144252 MD 21114 Primary Condominium Cash Out Refinance Stated Documentation 3000144365 CA 91767 Primary Single Family Cash Out Refinance Stated Documentation 3000144753 AZ 86314 Primary Single Family Cash Out Refinance Full Documentation 3000145253 NV 89103 Primary Condominium Cash Out Refinance Stated Documentation 3000146389 AZ 86314 Primary Single Family Cash Out Refinance Full Documentation 3000146744 CA 91768 Primary Condominium Home Improvement Stated Documentation 3000147028 MA 02780 Primary Single Family Cash Out Refinance Full Documentation 0000000000 MD 20602 Primary Single Family Purchase Stated Documentation 3000147277 CA 90248 Primary Single Family Cash Out Refinance Full Documentation 3000148597 FL 33624 Primary Single Family Cash Out Refinance Full Documentation 3000148995 UT 84115 Primary Single Family Cash Out Refinance Full Documentation 3000150057 FL 33801 Primary Single Family Cash Out Refinance Full Documentation 3000150627 FL 34761 Primary Single Family Cash Out Refinance Stated Documentation 3000151445 MA 01801 Primary Condominium Purchase Full Documentation 3000151935 AZ 85033 Primary Single Family Purchase Full Documentation 3000152457 MD 20785 Primary Single Family Cash Out Refinance Full Documentation 3000152981 NV 89030 Primary Single Family Cash Out Refinance Stated Documentation 3000154983 XX 00000 Primary Single Family Cash Out Refinance Full Documentation 3000155837 CA 94590 Primary Single Family Cash Out Refinance Stated Documentation 3000156872 VA 23464 Primary Single Family Cash Out Refinance Full Documentation 3000157134 UT 84094 Primary Single Family Cash Out Refinance Full Documentation 3000157407 NY 11434 Primary Single Family Cash Out Refinance Stated Documentation 3000158590 GA 30161 Primary Single Family Cash Out Refinance Full Documentation 3000158987 CA 91350 Primary Single Family Cash Out Refinance Stated Documentation 3000159421 MD 21409 Primary Single Family Cash Out Refinance Full Documentation 3000159706 MD 21205 Primary Single Family Purchase Full Documentation 3000159999 CA 91709 Primary Single Family Cash Out Refinance Full Documentation 3000161005 CA 93550 Primary Single Family Cash Out Refinance Full Documentation 3000161937 MD 20785 Primary Single Family Purchase Stated Documentation 3000162346 MD 20735 Primary Single Family Cash Out Refinance Full Documentation 3000162676 NC 27909 Primary Single Family Cash Out Refinance Full Documentation 3000162858 NV 89030 Primary Single Family Cash Out Refinance Full Documentation 3000163369 MA 02143 Primary 2 Units Cash Out Refinance Full Documentation 3000163449 IL 60416 Primary Single Family Cash Out Refinance Full Documentation 3000163483 MD 20745 Primary Single Family Cash 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